CleanPowerSF Sfpuc Commission
January 13, 2026

Nikolai J. Sklaroff,
Capital Finance Director
January 13, 2026
SFPUC Interim Funding Programs
Approve Credit Facilities Agreements
Agenda
• Overview of the SFPUC’s Interim Funding
and Commercial Paper Program and
expansion
• Combined Presentation for Two Agenda
Items, Two Votes
• Power Enterprise Credit Facility Approvals
• Wastewater Enterprise Credit Facility Approvals
2 Interim Funding - Lowers Cost
• Use interim credit facilities – without drawing on them – to demonstrate funds available for release of Controller’s Reserves.
• Borrow in small amounts of $30 - 50 million only as
needed from Commercial Paper proceeds.
• When capacity exhausted, refunding commercial paper
with long-term bonds or loans to re-establish capacity.

Rates illustrative only 3
Capital Financing Progression To Lower Costs
4 Interim Funding Programs
• Provides low-cost interim funding for each
Enterprise’s Capital Programs
• with approximately 3% - 4% all-in Commercial Paper
borrowing rate in today's market (interest rate (coupon), credit or liquidity facility fees and dealer fees)
• The SFPUC solicited bids from the pre-qualified pool
of credit providers maintained by the San Francisco
Airport Commission and received responses from
seven banks
• The solicitation focused on renewals for both the
Power and Wastewater enterprises and expansion of
the interim funding program for Wastewater.
5 Interim Funding Program
(Power Enterprise)
• $450 million authorized:
• Three series ($350 million) for Commercial Paper (CP); one series ($100 million) for Revolving Credit Line
Series
Amount
($millions) Credit Facility Bank Facility Type Exp. Date A-1 $125 Bank of America Letter of Credit 3/6/2026
A-2 125 Bank of America Letter of Credit 3/6/2026
A-3/A-3-T 100 Sumitomo Mitsui Letter of Credit 2/15/2030 R-1/R-1T 100 Wells Fargo Revolver 3/3/2028
6 Amended/Substituted Credit Facility
(Power Enterprise)
• Staff recommends the following proposals to replace expiring facilities:
• Both facilities have the option to extend the Letter of Credit for up to a total term of nine years from the commencement of the initial term, subject to negotiation or competitive process.
• Initial renewal terms: A-1: 4 years. A-2: 3 years.

Expiring Facility Expiring
Fee
Proposed Replacement
Facility
Proposed Fee
(Level 1)
Short-Term
Bank Ratings
A-1,
Bank of America
($125 million)

0.31%
A-1,
Bank of America
($125 million)
(Third Amendment)

0.31%, or
approx. $451k
per year
A-1, F1+
A-2,
Bank of America
($125m)

0.29%
A-2,
Bank of America
($125 million)
(First Amendment)

0.31%, or
approx.
$424k per year
A-1, F1+
7 Interim Funding Program
(Wastewater Enterprise)
• $1.25 billion authorized:
• Six series ($825 million) for Commercial Paper (CP); one series ($75 million) for Revolving Credit Line
Series
Amount
($millions) Credit Facility Bank Facility Type Exp. Date A-1 $150 Sumitomo Mitsui Bank Letter of Credit 3/2/2029 A-2 150 Bank of America Letter of Credit 4/24/2026
A-3 - Dormant N/A -
A-4 150 TD Bank Liquidity Facility 7/3/2028
A-5 - Dormant N/A -
A-6 125 Bank of America Liquidity Facility 8/2/2027
A-7 100 Sumitomo Mitsui Letter of Credit 5/31/2027
A-8 150 BMO Liquidity Facility 11/9/2028
R-1 75 US Bank Revolving
Credit Agreement
7/16/2027
8 Amended/Substituted Credit Facility
(Wastewater Enterprise)
• Staff recommends the following proposals for renewal and new facilities, utilizing the expanded $1.25 billion authorization:
• All facilities include the option for future extensions for up to a total term of nine years, subject to negotiation or competitive process. • The initial renewed term for A-2 is 4 years, and for A-3/A-3-T is 5 years, and for A-5/A-5-T is 3 years.

Expiring
Facility
Expiring
Fee
Proposed Replacement
Facility
Proposed
Fee (Level 1)
Short-Term
Bank
Ratings
A-2,
Bank of
America
($150 million)

0.27%
A-2, Bank of America
($150 million)
Letter of Credit

0.31%, or
approx. $508k P-1, A-1
A-3,
Dormant N/A
A-3/A-3-T, Bank of America
($100 million) Letter of Credit
(New Reimbursement
Agreement)

0.33% or
approx. $366k P-1, A-1
A-5,
Dormant N/A
A-5/A-5-T, Truist ($125
million) Letter of Credit (New
Reimbursement Agreement)

0.32% or
Approx.
$444k
P-1, A-1
9 Recommended Commission Action
(Power Series A-1 and A-2)
• Series A-1: Request to approve Forms documents in the Principal amount Not to Exceed $125 Million with Bank of America:
• Third Amendment to the Original Reimbursement Agreement • Amended and Restated Fee Agreement
• Series A-2: Request to approve Forms documents in the Principal amount Not to Exceed $125 Million with Bank of America:
• Frist Amendment to the Original Reimbursement Agreement • Amended and Restated Fee Agreement
10 Recommended Commission Action
(Wastewater Series A-2, A-3 & A-5)
• Series A-2: Request to approve Forms documents in the Principal amount Not to Exceed $150 Million with Bank of America:
• Original Reimbursement Agreement and Form of Third Amendment • Proposed Fee Agreement
• Series A-3/A-3-T: Request to approve Forms documents to establish a new Letter of Credit in the Principal amount Not to Exceed $100 Million with Bank of America:
• Proposed Reimbursement Agreement
• Proposed Fee Agreement
• Series A-5/A-5-T: Request to approve Forms documents to establish a new Letter of Credit in the Principal amount Not to Exceed $125 Million with Bank of America:
• Proposed Reimbursement Agreement
• Proposed Fee Agreement
11 Questions

AGENDA ITEM
Public Utilities Commission
City and County of San Francisco

DEPARTMENT Financial Services AGENDA NO. 10
MEETING DATE January 13, 2026
Calendar: Regular Calendar
Project Manager: Nikolai J. Sklaroff

Approve Credit Facility Agreements for Interim Funding of Wastewater Enterprise Capital Program

Summary of Proposed
Commission Action
Approve the forms of (i) Original Reimbursement Agreement and Third Amendment to the Original Reimbursement Agreement with Bank of America, N.A. (“BANA”) for Series A-2, (ii) Reimbursement Agreement with BANA for Series A-3, and (iii) Reimbursement Agreement with Truist Bank for Series A-5, in aggregate principal amount s not to exceed $ 150 million, $100 million, and $125 million, respectively (exclusive of 270 days’ interest) ; (i v) BANA and Truist Fee Agreements (together with the BANA and Truist Reimbursement Agreements (collectively, the Bank Agreements); (v) related forms of the Letter of Credit and Bank Notes exhibited in the respective Bank Agreements; ( vi) Amended and Restated Issuing and Paying Agent Agreement s; and (vii) form of Offering Memorandum; and authorize the General Manager to execute any other necessary agreements to execute all of the documents described here.

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

The San Francisco Public Utilities Commission (SFPUC) manages short -term (or interim) funding of the Wastewater Enterprise capital program through a diverse array of strategies, including the availability of various types of credit or liquidity facilities, the periodic issuance of commercial paper notes, or accessing available lines of credit, as needed.

Commercial Paper (CP) is a form of flexible, short- term financing that takes advantage of short-term interest rates from 1 to 270 days and is typically rolled to new investors at maturity, repaid or taken out by bonds . In today’s market, CP results in an approximate all-in borrowing rate of between 3% and 4% .1 The all- in interest rate includes (i) interest paid to investors and (ii) the bank facility fees and securities dealer fees. Commercial Paper dealers remarket (or resell) the CP to securities investors. The Federal Open Market Committee decreased the target federal funds rate by 0.25% to a range of 4.00% to 4.25% at its October 28-29, 2025 meeting and by another 0.25% at its December meeting . This has steepened the difference between long - and short-term interest rates. As a result,

1 Actual interest rates vary based on multiple factors which can include market conditions, investor demand, rating of bank and term of the commercial paper which can be up to 270 days, but typically varies between 30 and 120 days. As of December 15, 2025 one-month indicative rates are approximately 2.75-2.85%, plus liquidity fees (0.25%-0.42%) and dealer fees (0.05%).

Agenda Title: Approve Credit Facility Agreement for Interim Funding of Wastewater Enterprise Capital Program Commission Meeting Date: January 13, 2026

short-term borrowing rates provide a significant advantage to long-term borrowing rates.

Without even drawing on the CP, the interim financing program provides capacity to release budget reserves by demonstrating to the City Controller that funds are available to let contracts and enter spending commitments. The facilities also allow the SFPUC to easily and efficiently fund construction costs by issuing small amounts of CP to borrow only what is needed, and the n to refinance this CP with bonds , thereby aggregating 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 backing CP, which may be reimbursement agreements supporting a letter of credit or liquidity facility agreements. The bank facilities are available to ensure the SFPUC has sufficient liquidity to purchase the CP notes in the event new buyers are not available to purchase them at the next maturity.

The Wastewater Enterprise can also access available lines of credit using a credit revolver (such as Series R-1 noted in the table below) approved under its Interim Funding Program to fund capital projects. When drawing funds from any of these 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 interim funding program has been a cost -effective means to demonstrate funding of encumbrances, contract certification, and provides low-cost financing to meet the cash spending requirements of the Wastewater Enterprise capital program. Encumbrance and contract certifications can be supported based on the availability of the bank facilities . C ash spending can be funded through the issuance of commercial paper notes or draws on revolving credit agreements.

The notes are remarketed until long-term financing (such as revenue bond, state loan or federal loan) proceeds are available.

On September 10, 2024, by Resolution No. 24- 0193, the Commission approved an expansion of the Wastewater Enterprise Interim Funding Program by $500 million, from $750 million to $1.25 billion, in authorized aggregate principal outstanding at any one time , and instructed the General Manager to seek Board of Supervisors approval consistent with Commission Resolution No. 24- 0193.

Subsequently, the Board of Supervisors passed, and the Mayor approved, Ordinance No. 269-24 codifying the new expanded authorization. A new $150 million credit facility with BMO Bank, N.A. ( BMO) was approved by this Commission on October 28, 2025 and subsequently closed on November 12, 2025 pursuant to this expanded authorization, leaving unused capacity of $350 million available for future facilities.

The Wastewater Interim Funding Program is currently made up of the following components:

Agenda Title: Approve Credit Facility Agreement for Interim Funding of Wastewater Enterprise Capital Program Commission Meeting Date: January 13, 2026

• Six series totaling $825 million (aggregate principal amount) that are for the issuance of CP and that are each supported by a high-grade bank facility in the form of a letter of credit (LOC) or a Liquidity Facility (LF); • One series that is for a $75 million revolving credit agreement ( line of credit) that can be used to make tax-exempt or taxable draws from a high- grade bank; and
• New authorization of $ 350 million pursuant to Ordinance No. 269-24 approved by the Board of Supervisors on November 19, 2024. The Commission approved a $150 million Credit Facility that utilized a portion of this expanded authority on October 28, 2025, and a portion of the current Commission action is the second use of this additional capacity.

Currently, the seven series of the Wastewater Interim Funding Program are as follows:

This Commission action approves substantially complete forms of the following:

• To renew the current $150 million Series A -2 BANA Letter of Credit expiring April 24, 2026: a proposed Amendment to the Original Reimbursement Agreement (also included for approval ) and a proposed Fee Agreement;
• To incur a $100 million Series A -3/A-3-T BANA Letter of Credit: a proposed Reimbursement Agreement and a proposed Fee Agreement; • To incur a $125 million Series A-5/A-5/T Truist Letter of Credit: a proposed Reimbursement Agreement and a proposed Fee Agreement; • To support all three of these financings: a form of an Amended and Restated Issuing and Paying Agent Agreement with U.S. Bank Trust Company, National Association; and
Series Amount
($million)
Bank Type2 Expiration
Date
Bank
Ratings

Series A-1 $150 Sumitomo
Mitsui Bank
LOC 3/2/2029 P-1/A-1
Series A-2 $150 Bank of
America
LOC 4/24/2026 P-1/A-1
Series A-4 $150 TD Bank LF 7/3/2028 P-1/A-1
Series
A-6/A-6-T
$125 Bank of
America
LF 8/2/2027 P-1/A-1
Series A-7 $100 Sumitomo
Mitsui Bank
LOC 5/31/2027 P-1/A-1
Series A-
8/A-8-T
$150 BMO LF 11/9/2028 P-1/A-1
Series
R-1/R-1-T
$75 US Bank Revolver 7/16/2027 N/A

Total: $900

2 LOC = Letter of Credit; LF = Liquidity Facility (such as a Standby Note Purchase Agreement or SBPA); and Revolver = Revolving Line of Credit.

Agenda Title: Approve Credit Facility Agreement for Interim Funding of Wastewater Enterprise Capital Program Commission Meeting Date: January 13, 2026

• To support all three of these financings: a form of Offering Memorandum.

Bank Facility Procurement Process: As has been SFPUC practice in the past when renewing or replac ing expiring Wastewater Interim Funding Program agreements, the SFPUC has relied on the prequalified bank pool created by the San Francisco Airport Commission and pursued a formal competitive process.

The SFPUC’s Municipal Advisors solicited proposals on August 1, 2025 from all banks in the pre-qualified Bank Credit Facilities Pool. On August 22, 2025, 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 outlined in the RFP:

Wastewater Series A -2 (Amended and Renewed Facility): The Amendment to Reimbursement Agreement with BANA for a Letter of Credit in the Principal Amount of $150 million at annual cost of 0.31% 3 (approximately $508,000 annually) for four years. This agreement shall have an option to extend for up to nine years total, and a proposed, capped fee of approximately $1,016,000 per year after the initial term.4 Wastewater Series A -3/A-3-T (New Facility) : The Reimbursement Agreement with BANA for a Letter of Credit in the Principal Amount of $100 million at annual cost of 0.33%3 (approximately $366,000 annually) for five years. This agreement shall have an option to extend for up to nine years total, and a proposed, capped fee of approximately $732,000 per year after the initial term. 4
Wastewater Series A -5/A-5-T (New Facility) : The Reimbursement Agreement with Truist for a Letter of Credit in the Principal Amount of $125 million at annual cost of 0.32%3 (approximately $444,000 annually) for three years. This agreement shall have an option to extend for up to nine years total, and a proposed, capped fee of approximately $888,000 per year during after the initial term. 4

These costs and fees are comparable to fees obtained from banks for other recent

3 Consistent with SFPUC’s other credit facility agreements, the Fee Agreements with the respective banks include provisions that increase the annual cost in the Event of Default, credit downgrade or if the SFPUC’s credit is no longer available for any credit - related reason.
4 The actual fee and term for future extensions is unknown and would be determined in negotiation with the bank or through a competitive process and will not exceed proposed fees without further Commission action.

Agenda Title: Approve Credit Facility Agreement for Interim Funding of Wastewater Enterprise Capital Program Commission Meeting Date: January 13, 2026

SFPUC agreements fees.

Proposed Facility Tenor Annual Fee
A-2 BANA LOC ($150m) 4 years 0.31%
A-3/A-3-T BANA LOC ($100m) 5 years 0.33%
A-5/A-5-T Truist LOC ($125m) 3 years 0.32%

The proposed credit facilit ies are expected to have the following high- grade short-term credit ratings from Moody’s Investors Service and S&P Global Ratings, respectively, at the time of closing : for BANA P -1/A-1; for Truist P - 1/A-1.

Description of Documents:

Bank Agreements (Reimbursement and Agreements and Fee Agreement s):

These agreements between the SFPUC and BANA and Truist set forth the terms pursuant to which each bank guarantees timely payment of the CP to the Issuing and Paying Agent should the SFPUC be unable to pay as due . The Reimbursement Agreements also set forth the terms under which the SFPUC repays BANA and Truist for draws on the facility. The agreements include, as exhibits, forms of the Letters of Credit and Bank Notes that will support each respective facility.

The Fee Agreement s between the SFPUC and each bank set out the annual facility fee paid by the SFPUC to the bank, including fees in the event the Wastewater Enterprise credit rating is downgraded, and any bank charges in connection with draws upon the credit facility.

Issuing and Paying Agent Agreement with U.S. Bank Trust Company, National Association: This Agreement between the SFPUC and the Issuing and Paying Agent (U.S. Bank) sets the terms pursuant to which the SFPUC issues and repays commercial paper, and establishes various funds into which proceeds of the commercial paper are deposited or from which the SFPUC repays each credit facility bank for draws against the respective credit facility.

Offering Memorandum: This disclosure document is used by the Dealers in placing or selling CP to prospective investors. It contains brief descriptions of the SFPUC, the Wastewater Enterprise, the Wastewater Interim Funding Program, the CP Notes, BANA, Truist, and the Reimbursement Agreements.

Disclosure Considerations: The Wastewater Enterprise Interim Funding Program will be supported by the Reimbursement Agreements with BANA and Truist as described in the Offering Memorandum. Unlike the Official Statement in a long - term revenue bond transaction, the Offering Memorandum for a commercial paper issuance is supported by either a liquidity facility or letter of credit. It does not include detailed financial and/or operating information of the debt issuer (in this case the SFPUC and its Wastewater Enterprise). Instead, comme rcial paper investors rely on the financial standing of the credit bank for the source of repayment – in this case, the financial standing of BANA and Truist.

Agenda Title: Approve Credit Facility Agreement for Interim Funding of Wastewater Enterprise Capital Program Commission Meeting Date: January 13, 2026

Representations and Closing Considerations; Ongoing Disclosure : The BANA and Truist Bank Agreements contain representations and warranties that have been reviewed and affirmed to be appropriate for the SFPUC by staff, the City Attorney’s Office, municipal advisors , and the SFPUC’s outside Note Counsel.

These representations and warranties include matters such as the good standing of the SFPUC; the authorization of the agreements, commercial paper/interim funding program , and credit facilities (as applicable) ; the absence of material litigation; the fairness and accuracy of the financial stateme nts; and that there has been no material adverse change in the financial condition of the SFPUC.

Upon closing of this transaction, staff will post a notice and the key transaction documents on EMMA (Electronic Municipal Market Access), the municipal bond industry’s online disclosure repository operated by the Municipal Securities Rulemaking Board.

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

Environmental
Review:

This action does not constitute a project under the California Environmental Quality Act (CEQA) Guidelines section 15378(b)(4) because it involves the creation of government funding mechanisms or other government fiscal activities, which do not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment.

Approval of projects to be funded through this action would only occur after the necessary environmental review process is completed in conformance with the CEQA.

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 E (November 2002), certifying that the projects to be funded through the sale of Wastewater Revenue Bonds and/or Other Forms of Indebtedness, including Commercial Paper, either already comply with the requirements of the CEQA or will undergo CEQA review when they are defined. This certificate can be found here:
https://sfpuc.sharefile.com/public/share/web-
sfc204c4faea54a3383fb09e998122617

Attachments: 1. Original Reimbursement Agreement, including Form of Third Amendment to the Reimbursement Agreement, with Bank of America N.A., Series A-2

2. Form of Fee Agreement with Bank of America, N.A., Series A-2

3. Form of Reimbursement Agreement with Bank of America, N.A., Series A-3

4. Form of Fee Agreement with Bank of America, N.A., Series A-3

5. Form of Reimbursement Agreement with Truist, Series A-5

6. Form of Fee Agreement with Truist, Series A-5

7. Form of Amended and Restated Issuing and Paying Agent Agreement

8. Form of Offering Memorandum

PUBLIC UTILITIES COMMISSION

City and County of San Francisco
RESOLUTION NO.:

WHEREAS, On November 5, 2002, the voters of the City and County of San Francisco (the “City”) approved Proposition E (codified at Charter Section 8B.124, but hereinafter referred to as “Proposition E”), which among other things, authorized the Public Utilities Commission of the City and County of San Francisco (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 and County of San Francisco (the “Board”), for the purpose of r econstructing, replacing, expanding, repairing or improving wastewater facilities under the jurisdiction of the Commission (the “Wastewater Enterprise”); 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 commer cial paper in anticipation of the issuance of its revenue bonds; and

WHEREAS, Under Section 8B.124 of the Charter of the City and County of San Francisco (the “Charter”), the Board’s authority to authorize an issuance of debt under Proposition E 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 E Certificates”); and

WHEREAS, Pursuant to (i) Ordinance No. 128- 21 adopted by the Board on July 27, 2021 and signed by the Mayor on August 4, 2021, (ii) Ordinance No. 110- 22, adopted by the Board on June 14, 2022 and signed by the Mayor on June 24, 2022, (iii) Ordinance No. 181- 23, adopted by the Board on July 25, 2023 and signed by the Mayor on July 28, 2023, and (iv) Ordinance No. 125-24 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 $8,052,606,653 of wastewater revenue bonds and other forms of indebtedness of the Commission under Proposition E, and in 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 wastewater revenue bonds under the ordinances set forth in the immediately preceding whereas clause is $2,427,451,525; and

WHEREAS, The Board has previously approved pursuant to Ordinance No. 266- 06, adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006, the establishment of a commercial paper program/interim funding program (the “Wastewater Interim

Funding Program”) for the Wastewater Enterprise and the issuance of up to $150 million, at that time, in aggregate principal amount of Wastewater Enterprise commercial paper notes and/or bank notes outstanding at any one time; and

WHEREAS, The Board has previously approved pursuant to Ordinance No. 91- 12, adopted by the Board on May 8, 2012 and signed by the Mayor on May 14, 2012, an increase in the Wastewater Interim Funding Program from an aggregate principal amount of $150 million to an aggregate principal amount of $300 million outstanding at any one time; and

WHEREAS, The Board has previously approved pursuant to Resolution No. 378- 14, adopted by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014, an increase in the Wastewater Interim Funding Program from an aggregate principal amount of $300 million to an aggregate principal amount of $500 million outstanding at any one time; and

WHEREAS, The Board has previously approved pursuant to Resolution No. 193- 17, adopted by the Board on May 23, 2017 and signed by the Mayor on May 26, 2017, an increase in the Wastewater Interim Funding Program from an aggregate principal amount of $500 million to an aggregate principal amount of $750 million 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 Wastewater Interim Funding Program was increased from an aggregate principal amount of $750 million to an aggregate principal amount of $1.250 billion outstanding at any one time; and

WHEREAS, In connection with the Wastewater Interim Funding Program, and in order to provide liquidity for the payment of the Commission’s maturing Commercial Paper Notes (Wastewater Series, Proposition E) Series A -2 (Tax Exempt), the Commission has previously authorized, executed and delivered (as applicable), a letter of credit issued by Bank of America, N.A. (“BANA”), originally dated June 2, 2017 (the “Current BANA A -2 Letter of Credit”), a Reimbursement Agreement, dated as of June 1, 2017, as amended by a First Amendment to Reimbursement Agreement, dated as of April 24, 2020, and as amended by a Second Amendment to Reimbursement Agreement, dated as of April 21, 2023 (the “Current BANA A- 2 Reimbursement Agreement”), between the Commission and BANA, and an Amended and Restated Fee Agreement, dated April 21, 2023 (the “Current BANA A -2 Fee Agreement”), between the Commission and BANA; and

WHEREAS, The Current BANA A- 2 Letter of Credit will terminate by its terms on April 24, 2026; and

WHEREAS, In order to support and/or maintain the Wastewater Interim Funding Program, the Commission issued a request for proposals 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 Wastewater Interim Funding Program; and

WHEREAS, After an evaluation of the responses to such request for proposals, the Commission staff determined that the following were the most advantageous to the Commission, and were determined to be, among other things, the lowest cost, responsive and responsible bidders to support and/or maintain the Wastewater Interim Funding Program: (i) a direct -pay letter of credit provided by BANA, in an original stated principal amount not -to-exceed $150 million, plus an amount equal to 270 days interest on such pri ncipal amount at a rate of twelve - percent (12%) per annum, to secure the repayment of a portion of the Wastewater Interim Funding Program commercial paper notes (the “Wastewater CP Notes”), (ii) a direct-pay letter of credit offered by BANA, 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 support the repayment of a portion of the Wastewater CP Notes, and (iii) a direct- pay letter of credit offered by Truist Bank (“Truist”), in an original stated principal amount not- to-exceed $125 million, plus an amount equal to 270 days interest on such principal amount at a rate of twelve-percent (12%) per annum, to support the repayment of a portion of the Wastewater CP Notes; and

WHEREAS, To assist in ease of drafting and for the convenience of the Commission and BANA (as the provider of the Current BANA A -2 Letter of Credit and the New BANA A- 2 Letter of Credit (as defined herein)), given the provider of the current letter of credit is the same as the provider of the proposed new letter of credit, rather than entering into a new reimbursement agreement and new fee agreement, and executing a new bank note in favor of BANA (the “BANA A -2 Bank Note”), the Commission finds it in its be st interest to make certain amendments to (or amendments and restatements of) the Current BANA A -2 Reimbursement Agreement and the Current BANA A -2 Fee Agreement in connection with the New BANA A-2 Letter of Credit; and

WHEREAS, The proposed form of (i) the Third Amendment to Reimbursement Agreement (the “Third Amendment to Reimbursement Agreement”, and together with the Current BANA A-2 Reimbursement Agreement, the “BANA A -2 Reimbursement Agreement”), which includes, as an exhibit, an amendment to the Current BANA A -2 Letter of Credit (together, the “New BANA A- 2 Letter of Credit”)), between the Commission and BANA, and (ii) an Amended and Restated Fee Agreement, between the Commission and BANA (the “New BANA A- 2 Fee Agreement”), have been presented to the Commission and filed with the Director of Commission Affairs, and the Commission finds it in its best interest to enter into and perform such agreements; and

WHEREAS, The BANA A-2 Bank Agreements (as defined herein) will be treated as new agreements and not as amendments to the prior agreements for purposes of Charter Section 9.118(b) because the initial term of such documents will therefore commence upon their effectiveness and the term of the Current BANA A -2 Letter of Credit will not be considered for purposes of Charter Section 9.118(b); and

WHEREAS, The proposed form of the Reimbursement Agreement, between the Commission and BANA (the “BANA A- 3 Reimbursement Agreement”), which includes, as exhibits, the form of the BANA A -3 Letter of Credit (the “BANA A -3 Letter of Credit”) and the

form of Bank Note (the “BANA A -3 Bank Note”) to be executed by the Commission in favor of BANA evidencing any and all obligations of the Commission to reimburse BANA under the BANA A- 3 Reimbursement Agreement, and a Fee Agreement, between the Commission and BANA (the “BANA A- 3 Fee Agreement”), have been presented to the Commission and filed with the Director of Commission Affairs, and the Commission finds it in its best interest to enter into such agreements; and

WHEREAS, The proposed form of the Reimbursement Agreement, between the Commission and Truist (the “Truist A -5 Reimbursement Agreement”), which includes, as exhibits, the form of the Truist A -5 Letter of Credit (the “Truist A -5 Letter of Credit”) and the form of Bank Note (the “Truist A -5 Bank Note”) to be executed by the Commission in favor of Truist evidencing any and all obligations of the Commission to reimburse Truist under the Truist A-5 Reimbursement Agreement, and a Fee Agreement, between the Commission and Truist (the “Truist A -5 Fee Agreement”), have been presented to the Commission and filed with the Director of Commission Affairs , 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 Wastewater Interim Funding Program and to carry out the provisions of Ordinance No. 269-24 to accomplish the purpose and intent of the Wastewater Interim Funding Program; and

WHEREAS, In connection with the Wastewater CP Notes, the Commission finds it necessary to execute one or more issuing and paying agent agreements (or amended and restated issuing and paying agent agreements) and to deliver one or more updated offering memorandum(s) in connection with the issuance and sale of its Wastewater CP Notes; and

WHEREAS, In connection with the Wastewater Interim Funding Program’s Series A -3 and Series A -5 Wastewater CP Notes, the Commission previously entered into issuing and paying agent agreements, and the Commission finds it necessary to execute amended and restated issuing and paying agent agreements relating thereto; and

WHEREAS, The proposed form of an amended and restated issuing and paying agent agreement (the “Amended and Restated Issuing and Paying Agent Agreement”), each to be 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”), has been presented to the Commission and filed with the Director of Commission Affairs; and

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

WHEREAS, This action does not constitute a project under the California Environmental Quality Act (CEQA) Guidelines section 15378(b)(4) because it involves the creation of

government funding mechanisms or other government fiscal activities, which do not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment; and

WHEREAS, Approval of projects to be funded through this action would only occur after the necessary environmental review process is completed in conformance with the CEQA; and

WHEREAS, 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 E ( November 2002), certifying that the projects to be funded through the sale of Wastewater Revenue Bonds and/or Other Forms of Indebtedness, including Commercial Paper, either already comply with the requirements of the CEQA or will undergo CEQA review when they are defined; 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 Wastewater 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 Wastewater Interim Funding Program; and

WHEREAS, The Proposition E Certificates meeting the Proposition E requirements are on file with the Clerk of the Board in accordance with Proposition E prior to the issuance of any obligations under the Wastewater 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 BANA A-2 Bank Agreements. The forms of the BANA A -2 Reimbursement Agreement (which includes, the form of the Third Amendment to Reimbursement Agreement, and as exhibits, the form of the New BANA A -2 Letter of Credit and the form of the BANA A -2 Bank Note) and the New BANA A- 2 Fee Agreement, (collectively, the “BANA A -2 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 “Direc tor”) 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 (currently known as the Assistant General Manager for Business Services and Chief Financial Officer but referred to in historical documents and here as “Deputy Chief Financial Officer”) and the Capital Finance Director, are au thorized and directed to execute and deliver the BANA A -2 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 BANA A -2 Bank Agreements, provided that the BANA A -2 Bank Agreements may be extended for an additional term (as set forth in Section 4 below). The performance by the Commission of the terms of the BANA A -2 Bank Agreements in their respective executed forms are also hereby approved.

Section 2. Approval of BANA A- 3 Bank Agreements. The forms of the BANA A -3 Reimbursement Agreement (which includes, as exhibits, the form of the BANA A -3 Letter of Credit and the form of the BANA A -3 Bank Note) and the BANA A -3 Fee Agreement (collectively, the “BANA A -3 Bank Agreements”), in substantially the forms submitted to this Commission, are 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 Director, are authorized and directed to execute and deliver the BANA A- 3 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 BANA A -3 Bank Agreements, provided that the BANA A -3 Bank Agreements may be extended for an additional term (as set forth in Section 4 below). The performance by the Commission of the terms of the BANA A-3 Bank Agreements in their respective executed forms are also hereby approved.

Section 3. Approval of Truist A -5 Bank Agreements . The forms of the Truist A -5 Reimbursement Agreement (which includes, as exhibits, the form of the Truist A -5 Letter of Credit and the form of the Truist A -5 Bank Note) and the Truist A -5 Fee Agreement (collectively, the “Truist A -5 Bank Agreements,” and together with the BANA A -2 Bank Agreements and the BANA A-3 Bank Agreements, the “Bank Agreements”), in substantially the forms submitted to this Commission, are 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 Director, and each of them acting alone, are authorized and directed to execute and deliver the Truist A -5 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 de livery of such Truist A -5 Bank Agreements, provided that the Truist A -5 Bank Agreements may be extended for an additional term (as set forth in Section 4 below). The performance by the Commission of the terms of the Truist A -5 Bank Agreements in their respective executed forms are also hereby approved.

Section 4. Extension of Terms of Bank Agreements . The General Manager or their designee, the Deputy Chief Financial Officer and the Capital Finance Director, and each of them acting alone, 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 New BANA A-2 Letter of Credit, the BANA A -3 Letter of Credit and/or the Truist A -5 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 New BANA A -2 Letter of Credit shall not exceed (i) $508,000, initially, and subject to adjustment as set forth in the New BANA A -2 Fee

Agreement, and (ii) $1,016,000 in connection with any future extension thereof. The annual facility fee payable by the Commission in connection with the BANA A -3 Letter of Credit shall not exceed (i) $366,000, initially, and subject to adjustment as set forth in the BANA A -3 Fee Agreement, and (ii) $732,000 in connection with any future extension thereof. The annual facility fee payable by the Commission in connection with the Truist A -5 Letter of Credit shall not exceed (i) $444,000, initially, and subject to adjustment as set forth in the Truist A -5 Fee Agreement, and (ii) $888,000 in connection with any future extension thereof.

Section 5. Approval of form of Amended and Restated Issuing and Paying Agent Agreement. The form of the Amended and Restated Issuing and Paying Agent Agreement, each to be by and between the Commission and the Issuing and Paying Agent, 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, and each of them acting alone, are authorized and directed to execute and deliver each 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 Amended and Restated Issuing and Paying Agent Agreement. The performance by the Commission of the terms of each Amended and Restated Issuing and Paying Agent Agreement in its executed form is also hereby approved.

Section 6. 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 Wastewater 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 7. Limitations. In no event shall the commercial paper notes or draws made under the Wastewater Interim Funding Program exceed $1.250 billion in aggregate principal amount and in no event shall the interest rate or interest rates cause the aggregate average interest cost to exceed twelve -percent (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 s hall be the permitted maximum interest rate (as it relates to the obligations payable under bank agreements).

Section 8. 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 Wastewater 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 from 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 w hich 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 9. 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, any future extension of the Bank Agreements and the marketing and sale of the commercia l paper notes under the Wastewater Interim Funding Program.

Section 10. 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 11. 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 Wastewater Enterprise capital improvement program, including the Wastewater Interim Funding Program, are hereby approved, confirmed and ratified.

Section 12. 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 January 13, 2026.

Director of Commission Affairs
San Francisco Public Utilities Commission

[EXECUTION COPY]

REIMBURSEMENT AGREEMENT
Dated as of June I, 2017,
between

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO
and
BANK OF AMERICA, N.A.
relating to:
$150,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WAS TEW ATER SERIES, PROPOSITION E)
SERIES A-2 (TAX-EXEMPT)

REIMBURSEMENT AGREEMENT
(This Table of Contents is not a pait of this
Reimbursement Agreement and is only for
convenience of reference)
ARTICLE I DEFINITIONS ............................................................................................................... 2 Section 1.1 Definitions ....................................................................................................... 2 ARTICLE 2 LETTER OF CREDIT .................................................................................................. 12 Section 2. I Issuance of Letter of Credit.. ......................................................................... 12 Section 2.2 Letter of Credit Drawings ............................................................................. 12 Section 2.3 Reimbursement.. ............................................................................................ 12 Section 2.4 Advances; Term Loans .................................................................................. 12 Section 2.5 Fees ................................................................................................................ 15 Section 2.6 The Bank Note .............................................................................................. 15 Section 2.7 Termination of Letter of Credit; Reduction of Stated Amount.. ................... 15 Section 2.8 Computation oflnterest and Fees .................................................................. 15 Section 2.9 Payment Due on Non-Business Day to Be Made on Next Business Day ................................................................................................................ 16 Section 2.10 Default Rate ................................................................................................... 16 Section 2.11 Source ofFunds ............................................................................................. 16 Section 2.12 Extension of Stated Expiration Date ............................................................. 16 Section 2.13 Taxes ............................................................................................................. 16 Section 2.14 Increased Costs .............................................................................................. 18 Section 2.15 Margin Regulations ....................................................................................... 19 Section 2.16 Maximum Rate; Payment ofFee ................................................................... 19 Section 2.17 Security of Obligations .................................................................................. 20 Section 2.18 Commercial Paper Operations ...................................................................... 20 Section 2.19 Method of Payment; Etc ................................................................................ 21 ARTICLE 3 CONDITIONS PRECEDENT ..................................................................................... 21 Section 3.1 Conditions Precedent to Effectiveness .......................................................... 21 ARTICLE 4 REPRESENTATIONS AND WARRANTIES ............................................................ 23 Section 4.1 Organization, Powers, Etc ............................................................................. 24 Section 4.2 Authorization, Absence of Conflicts, Etc ...................................................... 24 Section 4.3 Binding Obligations; Security for Bank Note ............................................... 24 Section 4.4 Governmental Consent or Approval ............................................................. 25 -IV
Section 4.5 Absence of Material Litigation ..................................................................... 25 Section 4.6 Financial Condition ....................................................................................... 25 Section 4.7 Incorporation of Representations and Warranties ......................................... 26 Section 4.8 Accuracy and Completeness oflnformation ................................................. 26 Section 4.9 No Default ..................................................................................................... 26 Section 4.10 No Proposed Legal Changes ......................................................................... 26 Section 4.11 Compliance with Laws, Etc .......................................................................... 27 Section 4.12 Environmental Matters .................................................................................. 27 Section 4.13 Tax Status oflnterest on Series A-2 Notes ................................................... 27 Section 4.14
Section 4.15
Section 4.16
Section 4.17
Section 4.18
Section 4.19
Issuing and Paying Agent; Dealers ............................................................... 27 Regulation U ................................................................................................. 27 Liffis .............................................................................................................. 27 Sovereign Immunity ...................................................................................... 28 City Business Days ........................................................................................ 28 Usury ............................................................................................................. 28 Section 4.20 Insurance ....................................................................................................... 28 Section 4.21 ERISA ........................................................................................................... 28 Section 4.22 Sanctions Concerns and Anti-Corruption Laws ............................................ 28 Section 4.23 Swap Contracts .............................................................................................. 28 ARTICLE 5 COVENANTS .............................................................................................................. 29 Section 5.1 Affirmative Covenants .................................................................................. 29 Section 5.2 Negative Covenants ....................................................................................... 37 ARTICLE 6 DEF AUL TS .................................................................................................................. 42 Section 6.1 Events ofDefault.. ......................................................................................... 42 Section 6.2 Remedies ....................................................................................................... 44 ARTICLE 7 MISCELLANEOUS ..................................................................................................... 45 Section 7.1
Section 7.2
Section 7.3
Section 7.4
Section 7.5
Section 7.6
Section 7.7
Section 7.8
Amendments, Waivers, Etc ........................................................................... 45 Notices ........................................................................................................... 45 Survival of Covenants; Successors and Assigns ........................................... 47 Unconditional Obligations ............................................................................ 4 7 Liability of Bank; Indemnification ................................................................ 48 Expenses ........................................................................................................ 49 No Waiver; Conflict ...................................................................................... 49 Modification, Amendment, Waiver, Etc ....................................................... 50 -lV
Section 7 .9 Dealing with the Commission, the Issuing and Paying Agent and/or Dealer ............................................................................................................ 50 Section 7.10 Severability .................................................................................................... 50 Section 7.11 Counterparts .................................................................................................. 50 Section 7.12 Table of Contents; Headings ......................................................................... 50 Section 7.13 Entire Agreement .......................................................................................... 50 Section 7.14 Governing Law Waiver of Jury Trial ............................................................ 50 Section 7 .15 Governmental Regulations ............................................................................ 51 Section 7.16 USA PATRIOT Act ...................................................................................... 51 Section 7 .17 Electronic Transmissions .............................................................................. 51 Section 7.18 Assignment to Federal Reserve Bank ........................................................... 52 Section 7.19 City Requirements ......................................................................................... 52 Section 7.20 Arm's Length Transaction ............................................................................ 52 Section 7 .21 Amendment to 2015 Reimbursement Agreement.. ....................................... 52 Section 7 .22 Redaction ....................................................................................................... 52 Appendix I - Form of Letter of Credit
Exhibit A- Form of Bank Note
Exhibit B - Form of Compliance Certificate
Exhibit C - 2017 List of City Holidays
Exhibit D - City Requirements
Exhibit E - List of Qualified Dealers
-IV

REIMBURSEMENT AGREEMENT
This REIMBURSEMENT AGREEMENT dated as of June I, 2017 (together with any amendments or supplements hereto, this "Agreement"), is between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (together with its successors and assigns, the "Commission") and BANK OF AMERICA, N.A. (together with its successors and assigns, the "Bank").

WITNESSETH:

WHEREAS, on November 5, 2002, the voters of the City approved Proposition E, 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 Wastewater Enterprise (as hereinafter defined); and
WHEREAS, pursuant to Article V of Chapter 43 of Part I the San Francisco Administrative Code, the Board has established a procedure pursuant to which the Commission may issue short­ term indebtedness, including commercial paper notes in anticipation of the issuance of its wastewater revenue bonds; and
WHEREAS, pursuant to Resolution No. 17-0086, adopted by the Commission on April 25, 2017, the Commission has authorized, executed and delivered the Issuing and Paying Agent Agreement, dated as of June I, 2017 (together with any amendments or supplements thereto, the "Issuing and Paying Agent Agreement") with U.S. Bank National Association, in its capacity as issuing and paying agent for the Commission (together with an successor issuing and paying agent appointed in accordance with the terms of the Issuing and Paying Agent Agreement, the "Issuing and Paying Agent"), pursuant to which the Commission has authorized the issuance of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Series A-2 Notes (the "Series A-2 Notes"); and
WHEREAS, the Commission has requested the Bank issue a letter of credit in the original stated amount of $163,315,069 (representing an amount suppotiing Series A-2 Notes in an aggregate principal amount of $150,000,000 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 365-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 the Series A-2 Notes; and WHEREAS, 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:

Section 1.1
ARTICLE 1

DEFINITIONS
Definitions. As used in this Agreement:
"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 Wastewater Bonds Indenture. "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 Public Utilities Commission, Assistant General Manager and Chief Financial Officer, Business Services, Deputy Chief Financial Officer, Financial Services, Debt Manager, Financial Planning, Utility Specialist, Financial Planning, Controller of the City and County of San Francisco, Director of Public Finance, and any other individual designated from time to time as a "Designated Representative" in a certificate executed by the General Manager of the San Francisco Public Utilities Commission and delivered to the Bank.
"Available Wastewater Enterprise Revenues" has the meaning set fmth 111 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, or other agreement or instrument ( 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 Commission secured by or payable from Wastewater Enterprise Revenues (but excluding Debt Service Reserve Debt).
"Bank Note" has the meaning set fmth in Section 2.6 hereof. "Bank Rate" means, subject to the terms of Section 2.16 hereof, a rate of interest per annum with respect to an Advance or Term Loan, as applicable, (i) for any day commencing on the date Advance is made up to and including the ninetieth (90th) day succeeding the date such Advance 2 made, equal to the Base Rate from time to time in effect and (ii) for any day commencing on the ninety-first (91st) day succeeding the date such Advance is made and thereafter, equal to the Base Rate from time to time in effect plus one percent (1.00%); provided, fiirther, 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, "Bank Rate" will mean the Default Rate; and provided, further, that at no time shall the Bank Rate be less than the highest rate on any outstanding Commercial Paper Notes. "Base Rate" means, for any day, the rate of interest per annum equal to the highest of: (i) the Prime Rate plus one percent (I%), (ii) the Federal Funds Rate plus two percent (2%), and (iii) seven percent (7%). 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 or the Federal Funds 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 Commercial Paper Notes, (b) the Resolutions, ( c) the 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.
"Board" has the meaning set forth in the recitals hereof. "Bonds" has the meaning set fmih in the Wastewater Bonds Indenture. "Bond Counsel" has the meaning set fo1ih in the Issuing and Paying Agent Agreement.
"Bond Reserve Fund" has the meaning set forth in the Wastewater Bonds Indenture. "Business Day" has the same meaning set forth in the Letter of Credit. "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 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 Refonn and Consumer Protection Act ( or any other statute refe1Ted 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 Wall 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 will, in each case, be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued. 3
"Charter" has the meaning set forth in the Issuing and Paying Agent Agreement. "City" has the meaning set fo11h in the Issuing and Paying Agent Agreement. "Closing Date" means the date on which the Letter of Credit is issued, which, subject to the satisfaction of the conditions precedent set forth in Section 3. I hereof, is expected to be June I, 2017.
"Code" means the Internal Revenue Code of 1986, as amended from time to time, including regulations, rulings and judicial decisions promulgated thereunder. "Commercial Paper Notes" means, collectively, the following series of City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E): Series A- I Notes, the Series A-2 Notes, the Series A-3 Notes, the Series A-4 Notes, the Subseries A-5 Notes, the Subseries A-5-T Notes, the Subseries A-6 Notes, the Subseries A-6-T Notes and the Series A-7 Notes, and any other series or subseries of City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) issued to refund previously issued Commercial Paper Notes and any Parity Notes.
"Commission" has the meaning set forth in the introductory paragraph hereof. "Consulting Engineers" has the meaning set forth in the Wastewater Bonds Indenture. "Dealers" means the dealer or dealers selected from time to time by the Commission (and acceptable to the Bank) to market the Series A-2 Notes pursuant to the terms of any applicable Dealer Agreement and any permitted assigns and successors thereto. "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 and supplemented from time to time in accordance with the terms thereof and hereof. "Debt" of any Person means, at any date, without duplication, (a) all obligations of such Person for b01TOwed 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, ( 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" has the meaning set fo11h in the Wastewater Bonds Indenture. "Debt Service Reserve Debt" means the obligations under any reimbursement agreement or similar arrangement to secure the repayment of advances under a liquidity, letter of credit or surety bond arrangement used to fund any debt service reserve or similar account securing Senior Debt.
4 "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%).
"Designated Jurisdiction" means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
"Drawing" has the meaning set fo1th 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.
"Enterprise" has the meaning set forth in the Wastewater Bonds Indenture. "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 manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of 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 Pa1ticipant 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, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a 5 Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the preceding Business Day as so published on the next succeeding Business Day, and (b) ifno such rate so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of I%) charged to the Bank on such day on such transactions as determined by the Bank. Each determination of the Federal Funds Rate by the Bank shall be deemed conclusive and binding on the Commission absent error.
"Fee Agreement" means the Fee Agreement dated the Closing Date between the Commission and the Bank, as supplemented, amended and restated from time to time. "Final Drawing Notice" has the meaning set forth in the Letter of Credit. "Fiscal Year" has the meaning set forth in the Issuing and Paying Agent Agreement. "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 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 repo1i 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 comi, depaiiment, 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. "Indemnified Taxes" means Taxes other than Excluded Taxes. "Interest Fund" means the Interest Fund described in and established pursuant to the Wastewater Bonds Indenture.
"Investment Policy and Guidelines" means the investment guidelines of the City as in effect on the date hereof, as such investment guidelines may be amended from time to time in accordance with the Issuing and Paying Agent Agreement, the Resolutions and State laws, as applicable.
6 "Issuing and Paying Agent" has the meaning set forth in the recitals to this Agreement.
"Issuing and Paying Agent Agreement" has the meaning set forth in the recitals to this Agreement.
"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. "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 suppo1ting the Series A-2 Notes, in the form of Appendix I hereto, with appropriate insertions, as amended. "Lien" means, with respect to any asset, (a) any lien, charge, claim, m01tgage, security interest, pledge or assignment ofrevenues 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.
"Material Litigation" shall have the meaning assigned to such term in Section 4.5. "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 fo1th in clause (b) of this "Maximum Rate" definition, at any time during the term hereof, then such increased rate shall be the Maximum Rate. "Moody's" means Moody's Investors Service, Inc.
"Net Revenues" has the meaning set forth in the Wastewater Bonds Indenture. "No-Issuance Notice" has the meaning set f01th in the Letter of Credit. "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-2 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-2 Notes.
"Operation and Maintenance Costs of the Enterprise" has the meaning set forth in the Wastewater Bonds Indenture.
"Ordinance" means, collectively, (i) Ordinance No. 266-06, finally passed by the Board on October 24, 2006 and signed by the Mayor on October 31, 2006; (ii) Ordinance No. 270-06, finally 7 passed by the Board on October 24, 2006 and signed by the Mayor on October 31, 2006; (iii) Ordinance No. 91-12, finally passed by the Board on May 8, 2012 and signed by the Mayor on May 14, 2012; (iv) Resolution No. 378-14, adopted by the Board on September 30, 2014 and by the Mayor on October 9, 2014; (v) Ordinance No. 111-16, finally passed by the Board on June 2016 and signed by the Mayor on June 24, 2016; and (vi) Resolution No. 193-17, adopted by the Board on May 23, 2017 and signed by the Mayor on May 26, 2017. "Original Stated Amount" means $163,315,069.
"Other Debt Documents" has the meaning set fo1th in Section 5.l(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.
"Parity Debt" means any Debt issued or incurred by the Commission and secured on a parity with the Lien on Pledged Revenues securing the payment of principal of and interest on the Commercial Paper Notes and includes, without limitation, the Bank Note and Parity Notes. "Parity Notes" has the meaning set fmth in the Issuing and Paying Agent Agreement. "Parity State Loans" has the meaning assigned to such term in the Wastewater Bonds Indenture.
"Participant" has the meaning set fmth in Section 7.3(b) hereof. "Participation" has the meaning set fmth 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 paitnership, 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. "Pledged Revenues" means Available Wastewater Enterprise Revenues and other amounts described in Section 6.01 of the Issuing and Paying Agent Agreement. "Prime Rate" means on any day, the rate of interest in effect for such day as publicly announced from time to time by the Bank as its "prime rate." The ''prime rate" is a rate set by the Bank based upon various factors including the Bank's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Bank shall take effect at the opening of business on the day specified in the public announcement of such change.
"Program Size" means $150,000,000 less the aggregate amount, if any, of all Reduction Amounts.
8 "Project" has the meaning set fo1th in the Wastewater Bonds Indenture. "Property" means any interest in any kind of prope1ty or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired. "Proposition E" means the measure approved by the voters of the City on November 5, 2002, which, among other things, authorized the Commission to issue revenue bonds, including notes, commercial paper and other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board, for the purpose of reconstructing, replacing, expanding, repairing or improving water facilities under the jurisdiction of the Commission. "Quarterly Date" means the first Business Day of each March, June, September or December.
"Qualified Dealer" means, (i) Citigroup Global Markets Inc., (ii) Goldman, Sachs & Co., (iii) Morgan Stanley & Co. LLC, (iv) RBC Capital Markets, LLC, (v) U.S. Bancorp Investments, Inc., and (vi) any other financial institution on the list set fmth 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 Moody's, 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 discretion provides in writing an exception for a paiticular Dealer under specified circumstances), and (v) 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 Moody's, 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 sole discretion consents in writing to any other financial institution acting as a Dealer) approved in writing by the Bank to act as dealer for Series A-2 Notes, which approval shall not be unreasonably withheld or delayed.
"Rating Agency" and "Rating Agencies" means, individually or collectively, as applicable, Fitch, Moody's and S&P.
"Reduction Amount" has the meaning set f01th in Section 2.18( c) hereof. "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 for any Advance or Term Loan, including in each instance all interest accrued thereon, which obligations are evidenced and secured by the Bank Note. "Resolutions" means, collectively, (i) Resolution No. 11-0197 of the Commission adopted on December 13, 2011; (ii) Resolution No. 12-0012 of the Commission adopted on January 24, 2012; (iii) Resolution No. 14-0021 of the Commission adopted on January 28, 2014; (iv) Resolution No. 14-0139, of the Commission adopted on August 26, 2014; (v) Resolution No. 14- 0148, of the Commission adopted on June 23, 2015; (vi) Resolution No. 17-0027, of the Commission adopted on February 14, 2017; and (vii) Resolution No. 17-0086, of the Commission adopted on April 25, 2017.
"Revenues" has the meaning set forth in the Wastewater Bonds Indenture. 9 "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.
"Sanction(s)" means any international economic sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty's Treasury or other relevant sanctions authority. "Senior Debt" means any Debt issued or incurred by the Commission and secured by or payable from Wastewater Enterprise Revenues on a basis senior or superior to the Lien in favor of the Commercial Paper Notes and other Parity Notes and includes, without limitation, the Senior State Loans, the Parity State Loans, the Senior Wastewater Bonds and the Subordinated Wastewater Bonds.
"Senior State Loans" has the meaning set forth in the Wastewater Bond Indenture. "Senior Wastewater Bonds" means all bonds currently outstanding or hereafter issued by the Commission with a senior pledge or first lien on the Wastewater Enterprise Revenues. "Series" has the meaning set fmth in the Wastewater Bonds Indenture. "Series A-2 Notes" has the meaning set fmth in the recitals to this Agreement. "State " means the State of California.
"Stated Amount" has the meaning set forth in the Letter of Credit. "Stated Expiration Date" has the meaning set forth in the Letter of Credit. "Subordinated Wastewater Bonds" has the meaning set fmth in the Issuing and Paying Agent Agreement.
"Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit transactions, forward rate transactions, commodity swaps, commodity options, forward contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing any options to enter into any of the foregoing), whether or not any such transaction is governed by subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of 10 agreement published by the International Swaps and Derivatives Association, Inc., any Foreign Exchange Master Agreement or any other master agreement ( any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master 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 third anniversary of the Term Loan Conversion Date for such Term Loan, (b) the third 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 Commercial Paper Notes or bonds are sold to fund the repayment of any Term Loan. "Termination Date" has the meaning set forth in the Letter of Credit. "2016 Audited Financial Statements" has the meaning set forth in Section 4.6 "Unpaid Drawing" has the meaning set forth in Section 2.3 hereof. "Wastewater Bonds Indenture" has the meaning set forth in the Issuing and Paying Agent Agreement.
"Wastewater Enterprise" has the meaning set forth in the Issuing and Paying Agent Agreement.
"Wastewater Enterprise Debt" means any Debt issued or incurred by the Commission and secured by or payable from Wastewater Enterprise Revenues. "Wastewater Enterprise Revenues" has the meaning ascribed to the term "Revenues" in the Wastewater Bonds Indenture.

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 Ordinance. All references in this Agreement to times of day are references to New York time unless otherwise expressly provided herein. Unless otherwise inconsistent with the terms of this Agreement, all accounting terms are interpreted and all accounting determinations hereunder are made in accordance with GAAP. 11 ARTICLE 2

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 fmih in this Agreement or incorporated into Section 4. 7 hereof, the Bank agrees to issue the Letter of Credit substantially in the form of I hereto. The Letter of Credit will be issued with a Stated Amount equal to the Original Stated Amount, which is the sum of (i) the aggregate principal amount of the Series A-2 Notes to be issued under the Issuing and Paying Agent Agreement, plus (ii) interest thereon at the rate of percent (12%) per annum for a period of two hundred seventy (270) days calculated on the basis of 365-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 the Bank to make payments under the Letter of Credit in the manner therein provided. The Commission irrevocably approves reductions and reinstatements of the Stated Amount as provided the Letter of Credit.

Section 2.3 Reimbursement. Subject to the prov1s1ons 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 referred to as a "Drawing") a sum equal to the amount so paid under the Letter of Credit (any so paid until reimbursed being refe1Ted to as an "Unpaid Drawing"), plus (ii) interest on the of 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

2.4 hereof respecting Advances ( each of which Advances when made will constitute 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 accrued interest on the related Commercial Paper Notes must be reimbursed the Commission on the date on which such Drawing is made. The Commission and the Bank that the reimbursement in full of each Drawing on the day such Drawing is made is intended to be contemporaneous exchange for new value given to the Commission by the Bank. If a Drawing is reimbursed at or prior to 4:00 p.m. on the same day on which it is made, no interest will be on 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 Commercial Paper 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, (B) no Material Litigation shall be pending; (C) 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 the Commission is a party or the ability of the Commission to perform its obligations in 12 herewith or therewith and (D) no Default or Event of Default has occurred and is continuing on the date of such Drawing, the pmiion of such Drawing relating to the principal amount of the related Commercial Paper 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 Commercial Paper Notes portion thereof) which is not so reimbursed by the Commission to the Bank. For purposes of

2.3 hereof, each Advance when made will constitute reimbursement of the pmiion of the related Drawing relating to the principal amount of the related Commercial Paper Notes in an amount to the amount of such Advance; and each Advance when made will preclude, to the extent of the amount of such Advance, the potiion of the related Drawing relating to the principal amount of the related Commercial Paper Notes from being or constituting an Unpaid Drawing. Unless the Commission has othe1wise 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 Commission that on the date of such Drawing (i) the representations and warranties of the Commission contained in Article Four hereof are true and correct on such date, (ii) no Material Litigation shall be pending on such date, (iii) no event has occurred and is continuing which has or 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 herewith or and (iv) 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 to be repaid, the unpaid principal amount of each Advance on the earlier to occur of (i) the (90th) day following the date such Advance was made and (ii) the Termination Date (with to such Advance, the "Term Loan Conversion Date"). The Commission shall pay interest on the unpaid amount of each Advance from the date of such Advance until paid in full at the Bank Rate from time to time in effect; provided that, from and after the occurrence of an Event of Default, Advance will bear interest at the Default Rate. Interest on each Advance shall be payable monthly, 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 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 Advances and Term Loans if the aggregate proceeds of the issuance of Commercial Paper Notes exceed the aggregate principal amount of Commercial Paper 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, 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 first to outstanding Term Loans, in the inverse order of maturity, and then to outstanding in the inverse order of maturity.
13 ( d) Optional Prepayment. The Commission may prepay Advances in whole, or in part a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof, in each 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 a term loan (a "Term Loan").
(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 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 Tenn Loan Conversion Date, deemed made as of such date, as though made on and as of such date; (ii) no Material Litigation shall be pending;
(iii) 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 the ability of the Commission to perform its obligations in connection herewith or (iv) no Default or Event of Default has occurred and is continuing or would from converting the Advance to a Term Loan; and
(v) neither a No-issuance Notice nor a Final Drawing Notice is in effect. (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 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 Tenn Loan will bear interest at the Default Rate. on the unpaid balance of each Term Loan must be paid to the Bank monthly in arrears on the Business Day of each calendar month during the term of such Term Loan ( commencing with 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 (or as nearly as possible) quaiterly installments ( each such installment referred to as a "Principal Payment"), such Principal Payments to commence on the first Quaiterly Date that is at least ninety (90) days following the date of the related Advance and on each Quarterly Date thereafter and with the final installment being due payable on the Tenn Loan Maturity Date, until paid in full; provided that the unpaid amount of 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 (i) to the Term Loans in inverse order of the Term Loan Conversion Dates of the Term Loans and to the remaining Principal Payments relating to each Term Loan prepaid in inverse order of the due dates of such Principal Payments.
14 (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 $ I 00,000 in excess 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 in the Fee Agreement, including the payment of all fees and 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 under this Agreement will be deemed to include all amounts and obligations (including, but not limited to, fees and expenses) 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 Bank Note, (Wastewater Series, Proposition E) Bank of America, N.A." 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 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 Unpaid Drawings, Advances and Term Loans. The Commission's obligations to repay each and Term Loan and to pay interest thereon as provided herein shall be evidenced and secured by Bank Note, and the Commission shall redeem the Bank Note on each date on which the is required to make a principal payment on an Advance or Term Loan, as applicable, in an amount equal to the Advance or Term Loan payment, as applicable, due on such date.

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 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 replace the Letter of Credit; provided that all Obligations to the Bank must be paid to the Bank at prior to the time of termination and any such termination or replacement of the Letter of Credit be in compliance with the terms of the Issuing and Paying Agent Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, the agrees not to permanently reduce the Stated Amount, except upon the Commission providing the Bank with thirty (30) days' prior written notice of its intent to permanently reduce the Stated Amount.

Section 2.8 Computation of Interest and Fees. Fees payable hereunder and under the Fee Agreement will be calculated on the basis of a year of 360 days and the actual number of days elapsed. Interest payable hereunder and under the Bank Note will be calculated on the basis of a 15 of 365 or 366 days, as the case may be, 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 Dne 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 for payment thereof will be extended, without penalty, to the next succeeding Business Day, and 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. the occurrence and during the continuance of an Event of Default, the Obligations of the hereunder will bear interest at the Default Rate, which interest will be payable by the to the Bank upon demand therefor and be calculated on the basis of a 365- or 366-day year, as the case may be, and actual days elapsed.

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 is not more than one hundred twenty (120) days nor less than ninety (90) 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 (not to exceed three years), 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 in 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 the Commission hereunder, under the Bank Note or under the Fee Agreement must be made free 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 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 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.
16 (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 Authority in accordance with Applicable Law.
( c) Indemnification by the Commission. The Commission shall indemnify the Bank each Paiiicipant, within thiiiy (30) days after demand therefor, for the full amount of any Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to 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 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 the Commission shall indemnify the Bank and each Participant, within thirty (30) days after 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 Authority or to deliver to the Bank or such Paiiicipant 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 to the Bank or the applicable Participant the original or a certified copy of a receipt issued by 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 Paiiicipant 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 pa1iy an amount equal to such (but 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 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 paiiy, upon the request of the Bank or such Participant, as applicable, agrees to repay the amount over pursuant to this Section (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Bank or such Paiiicipant in the event the Bank or such Paiiicipant 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 Paiiicipant be required to pay any amount to an indemnifying party pursuant to this paragraph ( e) the payment of which would place Bank or such Paiiicipant in a less favorable net after-Tax position than the Bank or such would have been in if the indemnification payments or additional amounts giving rise to such had never been paid. This paragraph will not be construed to require the Bank or any to 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 17 will survive the termination of this Agreement and the Letter of Credit and the payment in full of Bonds and the obligations of the Commission thereunder and hereunder.

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 or advances, loans or other credit extended or participated in by, the Bank or any or funding any Drawing under the Letter of Credit or maintaining the Letter of Credit, or complying with any term of this Agreement, or against assets held by, or deposits with or the account of, the Bank or such Pa1ticipant;
(ii) subjects the Bank or any Pa1ticipant to any Tax of any kind whatsoever 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 in respect ( except for Indemnified Taxes or Other Taxes covered by Section 2.13 and the imposition or any change in the rate of, any Excluded Tax payable by the Bank or any Participant); (iii) subject credits or commitments to extend credit extended by the Bank or Participant 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 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 Pa1ticipant related to funding any Drawing under the Letter of Credit or issuing or maintaining the Letter of Credit or its paiticipation therein, as the case may be, or to reduce the amount of any sum received or receivable by the Bank or such Participant 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 such Participant as set fo1th in paragraph ( c) of this Section, the Commission shall promptly pay to the Bank or such Paiticipant, as the case may be, such additional amount or amounts as will compensate the Bank or such Participant, as the case may be, for such additional costs incurred or reduction suffered. (b) Capital Requirements. If the Bank or any Pa1ticipant determines that any Change in Law affecting the Bank or such Patticipant or the Bank's or such Participant's 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 Pa1ticipant's capital or liquidity or on the capital or liquidity of the Bank's or such Participant's holding company, if any, as a consequence of this Agreement, the Note, the Fee Agreement or the Letter of Credit, to a level below that which the Bank or such Paiticipant or the Bank's or such Participant's 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 the Bank's or such Pa1ticipant's 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 18 Section, the Commission will pay to the Bank or such Participant such additional amount or as will compensate the Bank or such Participant or the Bank's or such Participant's holding for any such reduction suffered. Notwithstanding the foregoing, the amount that any Participant be entitled to receive under this Section 2.14(b) will in no event exceed the amount that the 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 Patiicipant or the Bank's or such Participant's parent or holding company, as the case may be, as specified in paragraph (a) (b) of this Section and delivered to the Commission, will be conclusive absent manifest error.

Commission shall pay the Bank or such Participant, as the case may be, the amount shown as due any such certificate within thirty (30) days after receipt thereof. (d) Delay in Requests. Failure or delay on the paii 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 compensate the Bank or such Participant pursuant to this Section for any increased costs incurred reductions suffered more than one hundred eighty (I 80) days prior to the date that the Bank or Paiiicipant, as the case may be, notifies the Commission of the Change in Law giving rise to increased costs or reductions, and of the Bank's or such Participant's intention to claim therefor ( except that (i) if the Change of Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty day period referred to above will be extended to include period of retroactive effect thereof and (ii) if the Bank or any such Participant had no actual knowledge of the action resulting in such increased costs as of the date six months prior to the date notice to the Commission, then the six-month period referred to above will not apply). ( 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 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.

Section 2.15 Margin Regulations. No potiion 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 or used in any manner which might cause the borrowing or the application of such 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 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 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 Maximum Rate, any Obligation hereunder will bear interest at the Maximum Rate until the earlier (x) payment to the Bank of an amount equal to the amount which would have accrued but for the 19 limitation set fmth in this Section and (y) the Term Loan Maturity Date. Upon the Tenn 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 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 sentence.

Section 2.17 Security of Obligations. Notwithstanding any other prov1s1on 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 payable solely from the Pledged Revenues, as provided in the Issuing and Paying Agent Section 2.18 Commercial Paper Operations.
(a) Issuance Generally. The Commission shall permit Commercial Paper Notes to be issued, and authorize the Issuing and Paying Agent to issue Commercial Paper Notes, only m accordance with the terms of the Issuing and Paying Agent Agreement and this Agreement. (b) No-Issuance Notices; Final Drawing Notice. Commercial Paper Notes may be from time to time prior to the Stated Expiration Date in accordance herewith and with the Issuing Paying Agent Agreement so long as (i) the Issuing and Paying Agent is not in receipt of a No­ 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. The Bank may deliver a No-Issuance Notice at any a Default or an Event of Default has occurred and is continuing. The Bank may deliver the Drawing Notice at any time when an Event of Default has occurred and is continuing. A No­ No-Issuance Notice or the Final Drawing Notice is effective when received by the Issuing and Agent; provided, however, that a No-Issuance Notice or the Final Drawing Notice received by the Issuing and Paying Agent after 2:00 p.m. on any day on which Commercial Paper Notes are issued will be effective on the next succeeding day. A No-Issuance Notice or the Final Drawing Notice may be given by facsimile or electronic mail transmission, confinned in writing within 24 hours, but the failure to so confirm such No-Issuance Notice or the Final Drawing Notice in writing will not render such No-Issuance Notice or the Final Drawing Notice ineffective. The Bank shall furnish a copy of any No-Issuance Notice or the Final Drawing 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 or the Final Drawing Notice.
( c) Reduction in Program Size. In the event the Commission elects not to issue Series A-2 Notes up to the Maximum Rate, or otherwise limits the interest rate on a rollover of Series A-2 Notes to a rate of interest less than the Maximum Rate and, as a result of these actions the Bank is reimbursed for a Drawing made to pay maturing Series A-2 Notes, then the Bank may deliver notice to the Commission with a copy to the Issuing and Paying Agent and the Dealer or Dealers the Series A-2 Notes instructing the Commission to permanently reduce the Program Size by the principal amount of the Drawing made to purchase such maturing Series A-2 Notes (the "Reduction Amount"). In the event the Bank delivers such a notice, the Commission shall cause the Issuing 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 20 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 States of America in freely transferable and immediately available funds. Any payment 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.

ARTICLE 3

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 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 (A) the Commission is duly organized and validly existing as a commission of the City pursuant the Charter with full legal power and authority to execute this Agreement, the Fee Agreement and other Basic Documents to which it is a party and to issue the Commercial Paper Notes; (B) this Agreement, the Fee 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 respective terms, subject to bankruptcy, insolvency, moratorium or other laws affecting 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 Commercial Paper Notes which has not been obtained; (D) the issuance of the Commercial Paper Notes and the execution, delivery and performance of this Agreement, the Fee Agreement and the other Basic Documents to which it is a party do not conflict with any law or material agreements to which the Commission is a pat1y cause a default under any material documents to which the Commission is a party; and (E) no litigation is pending or, to the best knowledge of the City Attorney, threatened against the Commission threatening its existence or power, its ability to issue the Commercial Paper Notes or enter into and perform its obligations under this Agreement, the Fee Agreement and the other Basic Documents to which it is a party or in which a final adverse decision could materially adversely 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; and (ii) an opinion of the Bond Counsel dated the Closing Date and addressed to the Bank (or on which the Bank may rely) to the effect that (I) 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 and the other Basic Documents and to issue the Commercial Paper Notes; (2) this Agreement, the Fee Agreement 21 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 affecting creditors' rights, to general principles of equity and to limitations on remedies against public agencies and (3) the interest on the Series A-2 Notes is excludable from the gross income of 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, the Resolutions, 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 or the making of any Advance or Term Loan and (ii) the representations of the Commission set in Atticle 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 Commercial Paper Notes or other Basic Documents or any transactions contemplated thereby or hereby or (ii) against or the Commission, the result of which could have a material adverse effect on the business, or condition (financial or otherwise) of the Commission or its ability to perform its obligations hereunder, under the Fee Agreement or under the Commercial Paper Notes or the other Basic Documents to which it is a patty.
(e) No Material Adverse Change. Since the date of the 2016 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 under the Commercial Paper Notes or the other Basic Documents to which it is a patty and (ii) no law, regulation, ruling or other action ( or interpretation administration thereof) of the United States, 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 Commercial Paper Notes, this the Fee 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 contemplated hereby and thereby and (ii) a certificate or certificates of one or more Authorized Representatives dated the Closing Date cettifying the accuracy of the statements made in

3.l(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 patty and the other documents or certificates to be 22 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 this Section 3. I have been satisfied.
(g) Payment of Fees. The Bank has received all fees and expenses due and payable 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 2016 Audited Financial Statements, internally prepared quarterly budget reports of the Commission for the most recent quarter end and a copy of the current quarterly budgeting status repoti, if not previously provided. (i) Offering Memorandum. The Bank has received a copy of the Offering Memorandum.

G) 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 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) Commercial Paper Notes Rating. The Bank has received written confirmation that the Series A-2 Notes have been rated "P-1" by Moody's and "A-1" by Standard & Poor's and that underlying long-term credit ratings assigned to the Commission's unenhanced Senior Wastewater Bonds are at least "AA-" by Standard & Poor's and "Aa3" by Moody's. (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 must 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 Governmental Authority or any political subdivision or authority therein or thereof is in effect or has occurred, the effect of which would be to prevent the Commission, the Issuing and Paying Agent, the Dealers or the Bank from fulfilling their respective obligations under this 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. The execution and delivery of this Agreement by the Bank signifies its having made such determination.

ARTICLE4

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:
23 Section 4.1 Organization, Powers, Etc. The Commission (a) is a comm1ss1on of the 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 Commercial Paper Notes in accordance with the and Paying Agent Agreement, (ii) control its properties and to carry on its business as now and as contemplated to be conducted in connection with the issuance of the Commercial Paper 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, 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 Commercial Paper Notes and the Bank Note pursuant to the Charter, the Resolutions, the Issuing and Paying Agent Agreement and this Agreement; 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 Note, 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 Commercial Paper Notes and the execution, delivery and performance by the Commission of this Agreement, 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 applicable to the Commission which violation would result in a material adverse impact on the Commission and ( c) 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 111 cases and (iii) the limitations on legal remedies against public agencies of the State, if any. (b) The obligations hereunder, under the Fee Agreement and under the Bank Note obligations secured by a third Lien on, and payable from, the Wastewater Enterprise Revenues and first Lien on, and payable from, the Pledged Revenues, equally and ratably with any other series of Commercial Paper Notes, any other series of commercial paper notes secured by and payable from Pledged Revenues and any obligations under any credit or liquidity facility secured by and payable from Pledged Revenues supporting such other series of commercial paper notes secured by and payable from Pledged Revenues.
(c) There is no pledge of or Lien on Wastewater Enterprise Revenues that ranks to the obligations hereunder, under the Fee Agreement, the Bank Note or the Parity Notes other 24 the Senior Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture and the Subordinated Wastewater Bonds issued pursuant to any indenture related to Subordinated Wastewater Bonds.
(d) The Series A-2 Notes and the obligations of the Commission under this the Fee Agreement and the Bank Note are revenue obligations and are not secured by the taxing power of the Commission and are payable as to both principal and interest from, and are secured a pledge (which pledge will be effected in the manner and to the extent hereinafter provided) of, Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues constitute a trust fund for the security and payment of the interest on and principal of the Paper Notes, including the Series A-2 Notes and the obligations of the Commission under this Agreement, the Fee Agreement, the Bank Note and all Parity Debt secured by the Available Wastewater Enterprise Revenues.
( e) No Senior State Loan remains unpaid or is otherwise outstanding. No additional Senior State Loans may be issued or incurred.

Section 4.4 Governmental Consent or Approval. No consent, approval, permit, authorization or order of, or registration or filing with, any comt or government agency, authority 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 paity. All consents, approvals, permits, authorizations and orders of, and registrations and filings with, any court or governmental public agency, authority or other instrumentality required for the issuance, sale, execution, and performance of this Agreement, the Fee Agreement, the Bank Note or any other Basic 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 questioning 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 any Basic Document to which it is a patty, 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").

Section 4.6 Financial Condition. The audited financial statements of the Commission at and for the period ended June 30, 2016 (the "2016 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. The 2016 Audited Financial Statements were prepared by KPMG LLP. The audited financial statements of the Commission for 25 fiscal year 2017 will be prepared by KPMG LLP or a similar qualified independent auditing firm.

The data on which such financial statements and budget reports are based were true and correct. 2016 Audited Financial Statements and the budget reports present fairly the financial position of Commission as of the date they purport to represent and the revenues, expenses and changes in balances and in financial position for the periods then ended. Since June 30, 2016, 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 makes, as of the Closing Date, each of such representations and warranties to, and for the benefit the Bank, as if the same were set fmih 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 ceiiificates, 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, 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. To the best knowledge of the Commission, the Offering Memorandum does not contain any untrue statement of a material fact 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 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 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 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. (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 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, 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 Documents to which the 26 is a pa1ty or the ability of the Commission to perform its obligations in connection herewith or therewith.

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 have a material adverse effect on the security for the Commercial Paper Notes and the obligations under this Agreement, the Fee Agreement and the Bank Note or the validity and enforceability of Agreement or any other Basic Document to which the Commission is a party. In addition, no plan maintained by the Commission for its employees is subject to the provisions of ERISA, and Commission is in compliance with all Laws in respect of each such benefit plan.

Section 4. I 2 Environmental Matters. In the ordinary course of its business, the Commission conducts an ongoing review of Environmental Laws on the business, operations and 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 prope1ties 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 level of or change in the nature of operations conducted thereat and any actual or potential 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 Paper Notes, the Bank Note or any of its obligations hereunder or under the Fee Agreement.

Section 4.13 Tax Status of Interest on Series A-2 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 Series A-2 Notes to be includable in the gross income of recipients thereof for Federal income tax purposes or which would cause interest on the Series A­ Notes to be includable in the gross income of the recipients thereof for State of California income purposes.

Section 4.14 Issuing and Paying Agent; Dealers. The Commission represents that U.S.

Bank National Association has been duly appointed the Issuing and Paying Agent for the Commercial Paper Notes and that Citigroup Capital Markets, Inc., Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc., collectively, have each been duly appointed to serve as Dealers for the Series A-2 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 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. I 6 Liens. The Issuing and Paying Agent Agreement creates a valid Lien on pledge of the Pledged 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 A1ticle VI thereof to provide security for 27 payment of the principal of and interest on the Commercial Paper Notes and the obligations of the Commission under this Agreement, 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 Commercial Paper Notes or any other Basic Document to which the Commission is a party (including, 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 under this Agreement, the Fee Agreement, the Bank Note, the Commercial Paper Notes or any 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 2017, as well as any other day City is authorized by law to be closed for official business during 2017.

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(1) 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.

Section 4.22 Sanctions Concerns and Anti-Corruption Laws. (a) Neither the Commission, nor, to the knowledge of the Commission, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC's List of Specially Designated Nationals, HMT's Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. (b) The Commission has conducted its business in compliance with the United States Foreign Corrupt Practices Act of 1977 and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

Section 4.23 Swap Contracts. The Commission has not entered into any Swap Contract secured by Wastewater Enterprise Revenues (a) wherein any termination payment thereunder is senior to or on a parity with the payment of the Series A-2 Notes or the Obligations or (b) which requires the Commission to post cash collateral to secure its obligations thereunder. 28 ARTICLE 5

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 Fee Agreement or the Bank Note, 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 one hundred eighty (180) after the end of each Fiscal Year of the Commission, a balance sheet of the Commission as 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 GAAP consistently applied, accompanied by (A) a report and opinion of the Commission's independent accountants (which will be of nationally recognized standing or an certified public accountant othe1wise acceptable to the Bank), which report and opinion have been prepared in accordance with generally accepted auditing standards and (B) a compliance ce1tificate, substantially in the form of Exhibit B hereto, signed by an 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, period of its existence, the nature and status thereof and any remedial steps taken or to correct such Event of Default or Default;
(ii) as soon as practicable but, in any event, within ten (10) days after the thereof, copies of any prospectus, official statement, offering circular, placement memorandum or similar document, and any supplements thereto and updates and amendments thereof (including any filings made pursuant to Rule l 5c2-l 2 under the Securities Act of 1933, as amended), that the Commission makes available in connection the offering for sale of any bonds or notes of which it is the issuer and copies of any other financial repmts or other written information distributed generally to holders of bonds or notes issued by the Commission;
(iii) within ten (I 0) days after the publication thereof, a copy of the Annual Budget for the next Fiscal Year and such additional period as may be covered by 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) promptly upon learning of any change in the legal holidays of the City or 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 29 (v) 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 to time.

As and to the extent that any financial statement, audit report or other filing described in this Section 5.l(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.l(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 Business Days' notice, the Commission shall pennit the Bank or any of its agents or to visit and inspect any of the properties of the Commission and the other assets of the to examine the books of account of the 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 Wastewater Enterprise.
(i) The Commission shall perform and comply with each covenant set f01th in the Basic Documents and in any other authorizing document that is entered into by the Commission and created subsequent to the Closing Date with respect to the Commercial Paper Notes, the Wastewater Bonds Indenture, the Subordinated Wastewater Bonds or any Parity Debt including, without limitation, each line of credit, letter of credit, bond policy, surety bond or other form of credit or liquidity enhancement the Commission may provide in conjunction with the issuance of any Senior Wastewater Bonds, Subordinated Wastewater Bonds or Parity Debt (the foregoing documents (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 Documents, including each amendment and supplement thereto, and in each Other Debt Document, and each such covenant, together with the related definitions of tenns contained therein, is incorporated by reference in this Section 5.l(c) with the same effect as if it were forth herein in its entirety. Except as otherwise set forth in paragraph (ii) below and in

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, or release or permit the release of any collateral held under, any of the Basic Documents or any 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 requested by the Bank to strictly enforce the obligations of the other parties to any of the Basic Documents and any Other Documents, as well as each of the covenants set fo1th therein. The Commission shall give prior written notice to the Bank of any action referred to in this subparagraph (i). 30 (ii) The Commission covenants that it will maintain and preserve the Enterprise in good repair and working order at all times from the Wastewater Enterprise Revenues available for such purposes, in conformity with standards customarily followed municipal sanitary waste and storm water collection, treatment and disposal 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 Wastewater Enterprise, so that at all times business carried on in connection with the Wastewater Enterprise shall and can be properly and advantageously conducted in an efficient manner and at reasonable cost, and will operate the Wastewater Enterprise in an efficient and economical manner and shall not commit or allow any waste with respect to the Wastewater Enterprise.
(d) Defaults. The Commission shall notify the Bank of any Default or Event of of which the Commission has knowledge, as soon as possible and, in any event, within three Business Days of acquiring knowledge thereof, setting f01th the details of such Default or Event Default and the action which the Commission has taken and proposes to take with respect (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) Reserved.
(g) Use of Proceeds of the Commercial Paper Notes. The Commission shall use the proceeds derived from the sale of the Commercial Paper Notes only for the purposes set fo1th in the Basic Documents and for such other purpose or purposes as may be approved by the Bank. In addition, the Commission shall not use, nor permit the use of, the proceeds of the Commercial Notes or any Drawing to be applied in violation of Regulation U issued by the Board of Governors the Federal Reserve System.
(h) 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 Commercial Paper the Bank Note, this Agreement, the Fee Agreement or any other Basic Document. (i) Bank Agreements. In the event that Commission shall enter into or otherwise to any amendment, supplement or other modification of any Bank Agreement after the Closing which Bank Agreement contains additional or more restrictive covenants or additional or more restrictive events of default ("Improved Provisions," which for the avoidance of doubt does not include pricing, termination fees and provisions related to interest rates), then the Commission shall provide the Bank with a copy of such Bank Agreement and the Improved Provisions shall automatically be deemed incorporated into this Agreement and the Bank shall have the benefit of Improved Provisions until such time as the Bank Agreement containing such Improved Provisions terminates. The Commission shall promptly cooperate with the Bank to enter into an amendment of this Agreement to include such Improved Provisions.

G) Further Assurances. The Commission shall execute, acknowledge where appropriate and deliver, and cause to be executed, acknowledged where appropriate and delivered, 31 from time to time, promptly at the request of the Bank, all such instruments and documents as usual and customary or advisable to carry out the intent and purpose of this Agreement, the Note and the other Basic Documents.
(k) 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 Wastewater Enterprise Debt is issued, incurred, enhanced or purchased, (ii) notice of the failure any Dealer or the Issuing and the Paying Agent to perform any of their respective obligations the applicable Dealer Agreement or the Issuing and Paying Agent Agreement, as applicable, (iii) copies of any communications received from any taxing authority, securities regulatory authority Rating Agency with respect to the Commercial Paper N ates, the transactions contemplated hereby any other Wastewater Enterprise Debt which are not restricted or prohibited from being shared the law or the direction of a court of competent jurisdiction or other Governmental Authority or, respect to Rating Agency rep01ts, confidential draft Rating Agency rep01ts, (iv) notice of any proposed substitution of this Agreement, (v) 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 (vi) notice of the passage of any state local Law not of general applicability to all Persons of which the Commission has knowledge, 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 adverse effect on the enforceability or validity of this Agreement or any of the other Basic Documents.
(1) Maintenance of Insurance. The Commission shall maintain, or cause to be maintained, at all times, insurance on and with respect to its prope1ties with responsible and 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 self-insurance as it deems prudent. Such insurance 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 Wastewater Enterprise Revenues or funds the Wastewater Enterprise, such insurance or bond to be in an aggregate amount at least equal the maximum amount of such Wastewater Enterprise Revenues or funds at any one time in the custody of all such officers and employees or in the amount of one million dollars whichever is less. The insurance described above may be provided as pait of any comprehensive fidelity and other insurance and not separately for the Wastewater Enterprise. (m) Alternate Facility.
(i) The Commission shall use commercially reasonable eff01ts to obtain an Alternate Facility to replace the Letter of Credit (or otherwise refinance the Series A-2 if (A) the Bank decides not to extend the Stated Expiration Date pursuant to Section 2.12 hereof, (B) an Event of Default has occurred and is continuing, (C) the Commission terminates the Letter of Credit pursuant to Section 2.7 hereof or (D) the Bank declares 32 amounts due hereunder, under the Fee Agreement and under the Bank Note immediately become due and payable. The Commission shall not cause an Alternate Facility to become effective with respect to less than all the Series A-2 Notes without the prior written of the Bank.
(ii) The Commission agrees that any termination of this Agreement as a result 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 pay all amounts due to the Bank hereunder and under the Fee Agreement including, but 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 and under the Fee Agreement.
(n) Preservation of Security. The Commission shall take any and all actions or reasonably requested by the Bank to maintain the security pledged in favor of this Agreement the Bank Note as described in Section 5.l(o) hereof.
(o) Pledge of Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues are hereby pledged to the payment of the Series A-2 Notes and the obligations of the Commission under this Agreement, the Fee Agreement and the Bank Note without priority or distinction of one over the other. The pledge of Available Wastewater Enterprise Revenues herein made is irrevocable until all of the Series A-2 Notes and the obligations of the Commission under Agreement, the Fee Agreement, the Bank Note and any Parity Debt secured by Available Wastewater Enterprise Revenues have been paid and retired and any related obligations of the Commission under this Agreement have been satisfied. The Commission will not issue Debt by or payable from the Wastewater Enterprise Revenues on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Agreement under the Bank Note other than Senior Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture and Subordinated Wastewater Bonds issued pursuant to a Subordinated Wastewater Bonds indenture. (p) Available Revenues.
(i) Wastewater Ente,prise Debt. The Commission covenants to establish, maintain and collect rates and charges with respect to the Wastewater Enterprise sufficient (after giving effect to the expected receipt of refinancing proceeds from the sale of Parity Notes, Senior Wastewater Bonds and Subordinated Wastewater Bonds) to pay all Commercial Paper Notes, the Bank Note and all other obligations payable from Wastewater Enterprise Revenues.
(ii) Senior Debt.
(A) The Commission covenants to at all time while any of the remain outstanding, establish, fix, prescribe and collect rates, fees and charges in connection with the sanitary waste and storm water collection, treatment and disposal services and facilities furnished by the Enterprise so to yield Revenues at least sufficient, after making reasonable allowances for 33 contingencies and error in the estimates, calculated on a cash basis, to pay following amounts:
(1) The interest on and principal of the Bonds as they
become due and payable (but not including any interest moneys for the payment of which have been deposited in the Interest Fund from the proceeds of any Series of Bonds or from any other source). (2) All other payments required for compliance with the terms of the Wastewater Bonds Indenture and of any Supplemental Indenture ( as defined in the Wastewater Bonds Indenture) providing for the issuance of additional Series of Bonds pursuant to Article III of the Wastewater Bonds Indenture.
(3) All other payments to meet any other obligations of the Commission which are charges, liens or encumbrances upon, or payable from, the Revenues.
(4) All current Operation and Maintenance Costs of the
Enterprise (but not including such Operation and Maintenance Costs of the Enterprise as are scheduled to be paid by the Commission from moneys other than Revenues, such moneys to be clearly available for such purpose).
(B) In addition to the requirements of the foregoing subsection (A), at all times while any of the Bonds remain Outstanding (as defined in the Wastewater Bonds Indenture), rates, fees and charges in connection with the sanitary waste and stonn water collection, treatment and disposal services and facilities furnished by the Enterprise shall be established, fixed, prescribed and collected so as to yield Net Revenues during the then immediately ensuing period of twelve months which (together with any fund balances of the Commission or the Enterprise which are available for payment of Debt Service and are not budgeted to be expended during such twelve months but excluding the Bond Reserve Fund), calculated on a cash basis, are equal to at least 1.25 times Annual Debt Service (but excluding any interest moneys for the payment of which have been deposited in the Interest Fund from the proceeds of any Series of Bonds or from any other source) for said twelve-month period.
(C) The Commission may make adjustments from time to time in such rates, fees and charges and may make such classification thereof as it deems necessary, but shall not reduce such rates, fees and charges below those then in effect unless the Revenues resulting after such reduced rates are put into effect will at all times be sufficient to meet the requirements of this Section.
(iii) Subordinate Debt.
34 (A) The Commission covenants to at all time while any of the Subordinated Wastewater Bonds remain outstanding, establish, fix, prescribe and collect rates, fees and charges in connection with the sanitary waste and storm water collection, treatment and disposal services and facilities furnished by the Enterprise so as to yield Revenues at least sufficient, after making reasonable allowances for contingencies and error in the estimates, calculated on a cash basis, to pay the following amounts:
(I) The interest on and principal of the Subordinated
Wastewater Bonds as they become due and payable (but not including any interest moneys for the payment of which have been deposited in the an interest fund of any indenture related to Subordinated Wastewater Bonds from the proceeds of any series of Subordinated Wastewater Bonds or from any other source). (2) All other payments required for compliance with the terms of any indenture related to Subordinated Wastewater Bonds and of any supplemental indenture related to Subordinated Wastewater Bonds providing for the issuance of additional series of Subordinated Wastewater Bonds.
(3) All other payments to meet any other obligations of the Commission which are charges, liens or encumbrances upon, or payable from, the Revenues.
(4) All current Operation and Maintenance Costs of the
Enterprise (but not including such Operation and Maintenance Costs of the Enterprise as are scheduled to be paid by the Commission from moneys other than Revenues, such moneys to be clearly available for such purpose).
(B) In addition to the requirements of the foregoing subsection (A), at all times while any of the Subordinated Wastewater Bonds remain outstanding, rates, fees and charges in connection with the sanitary waste and storm water collection, treatment and disposal services and facilities furnished by the Enterprise shall be established, fixed, prescribed and collected so as to yield Net Revenues during the then immediately ensuing period of twelve months which (together with any fund balances of the Commission or the Enterprise which are available for payment of debt service related to Subordinated Wastewater Bonds and are not budgeted to be expended during such twelve months but excluding the bond reserve fund of any indenture related to Subordinated Wastewater Bonds), calculated on a cash basis, are equal to at least 1. IO times annual debt service (but excluding any interest moneys for the payment of which have been deposited in the interest fund of any indenture related to Subordinated Wastewater Bonds from the proceeds of any series of Subordinated Wastewater Bonds or from any other source) for said twelve-month period. 35 (C) The Commission may make adjustments from time to time in such rates, fees and charges and may make such classification thereof as it deems necessary, but shall not reduce such rates, fees and charges below those then in effect unless the Revenues resulting after such reduced rates are put into effect will at all times be sufficient to meet the requirements of this Section.
(q) Budget. The Commission shall include in each annual budget of the Commission 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 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 amended, corrected or augmented so as to include therein the amounts required to be paid to the during the course of the Fiscal Year to which such annual budget applies. (r) Payment of Taxes, Etc. The Commission shall pay and discharge, or cause to be and discharged, all taxes, assessments and other governmental charges which may hereafter be lawfully imposed upon the Commission on account of the Wastewater Enterprise or any portion thereof and which, if unpaid, might impair the security of the Commercial Paper Notes and the obligations of the Commission under this Agreement, the Fee Agreement and the Bank Note when the same become due, but nothing herein contained will require the Commission to pay any such 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 Wastewater Enterprise or any part thereof. (s) 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 of any Wastewater Enterprise Debt.
(t) Issuing and Paying Agent and Dealer.
(i) The Commission shall at all times maintain a Dealer with respect to the A-2 Notes. The Commission shall 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-2 Notes up to the maximum rate applicable to the Series A-2 Notes in order to maturing Series A-2 Notes. Each Dealer Agreement shall provide that the related Dealer not resign until the earlier of (i) the appointment of a Dealer which is acceptable to the and such Dealer's acceptance of such appointment and (ii) the date which is at least sixty days following the receipt by the Commission, the Issuing and Paying Agent and the Bank prior written notice of such resignation.
(ii) On and after the Closing Date, the Commission shall at all times maintain 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 Moody's, S&P and Fitch of at least "A3" (or its equivalent), "A-" (or its equivalent) and (or its equivalent), respectively (unless, in each instance, the Bank in its discretion provides 36 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 Dealer to act as dealer for the Series A-2 Notes. In the event that any material adverse occurs in the status of the financial condition of any Dealer for the Series A-2 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 Series A-2 Notes. If any Advance or Term 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 it is a party, the Commission at the written direction of the Bank, cause the related Dealer (that has been unable to sell rollover Series A-2 Notes or fails to perform its duties) to be replaced with a Qualified within thirty (30) calendar days after receipt of such written direction. Any successor ( or any parent or affiliate of such Dealer shall have capital of not less than $500,000,000, underlying ratings from Moody's, S&P and Fitch of at least "A3" (or its equivalent), "A-" its equivalent) and "A-" (or its equivalent), respectively (unless, in each instance, the Bank its discretion provides in writing an exception for a particular Dealer under specified circumstances).
(u) Maintenance of Ratings on Notes. The Commission shall at all times (i) maintain least one short-term rating on the Series A-2 Notes by any of Fitch, Moody's and S&P, (ii) require least two of Moody's, Fitch and S&P to maintain a long-term unenhanced debt rating on Senior 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.l(c) hereof, directly or indirectly amend, supplement or terminate any of the Basic Documents or the Wastewater Bonds Indenture, except (i) the Commission may amend or modify, or permit to be amended or modified, any of the Basic Documents (as and to the extent the Commission's pmiicipation is required for such purpose) in a manner (A) not relating to the duties, obligations or rights of the Bank under this Agreement and not having a material adverse effect on (x) the ability of the Commission to pay when due the principal of or interest on the Commercial Paper Notes and the obligations of the Commission this Agreement, the 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 may amend the Offering Memorandum to update information relating to any entity described 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 (I 0) Business Days prior to the effective 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 37 prov1s1on, 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 Bank Note, or any other Basic Document and, solely in connection with the issuance of additional Debt, issue in strict compliance with the terms of the governing documents related thereto. (b) Merger, Disposition of Assets. Consolidate or merge with or into any Person or 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 as a body politic and corporate and a political subdivision of the State or its rights and as such entity within the State.
( d) Total Outstanding. Permit the aggregate principal amount of all Commercial Paper Notes and the Bank Note outstanding at any time to exceed $750,000,000 (except as provided in Section 5.2(f) hereof); or permit the aggregate principal amount of and interest on all Series A-2 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 Commercial Paper Notes ( other than those issued as Commercial Paper Notes) from the gross income of the holders thereof for purposes of Federal income taxation.
(f) Issue Debt.
(I) Issue any Senior Debt or Parity Debt unless:
(i) 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 the giving of notice, would constitute an "event of default" under any such agreement or instrument;
(ii) 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 Resolutions, the Ordinance, the Wastewater Bonds Indenture or any supplement thereto, any indenture with respect to any Subordinated Wastewater Bonds, any other resolutions adopted by the Commission or the Issuing and Paying Agent Agreement;
(iii) (a) if any portion of the proceeds of such Senior Debt or Parity Debt is to be used to finance construction of a Project, a certificate of the Consulting Engineers setting forth (A) the estimated date of completion for the portion of the Project for which such Senior Debt or Parity Debt is being issued and for any other uncompleted portion of the Project, and (B) an estimate of the cost of construction of such portion of the Project and of any other uncompleted portion of the Project.
38 (b) a Ce1tificate of the Commission (as defined in the Wastewater Bonds Indenture) setting fmth for each of the next three Fiscal Years (and if any portion of the proceeds of such Senior Debt or Parity Debt is to be used to finance construction, the three Fiscal Years following the Fiscal Year in which the Consulting Engineers estimate such portion of the Project will be completed) estimates of (A) Revenues, (B) Operation and Maintenance Costs of the Enterprise and (3) Net Revenues. (c) prior to the issuance of any additional Senior Wastewater Bonds, the Commission shall provide to the Bank a Certificate of the Commission setting forth, for each of the next three Fiscal Years, (A) estimated Net Revenues, as set forth in paragraph (x) above, for each of such three Fiscal Years (and, if any portion of the proceeds of such Senior Wastewater Bonds are to be used to finance construction, the three Fiscal Years following the Fiscal Year in which the Consulting Engineers estimate such portion of the Project will be completed), (B) the Annual Debt Service (as defined in the Wastewater Bonds Indenture) for each of such Fiscal Years (taking into account the issuance of such additional indebtedness), including Annual Debt Service as estimated in such certificate of the Commission with respect to future Senior Wastewater Bonds, if any, which the Commission estimates will be required to complete payment of the cost of construction of such portion of the Project and any other uncompleted portion of the Project, and (C) demonstrating that the estimated Net Revenues (together with any fund balances of the Commission which are available for the payment of Debt Service but excluding the Bond Reserve Fund) in each of the Fiscal Years set fo1th in paragraph (x) above is at least equal to 1.25 times the Annual Debt Service for such respective Fiscal Years; (d) prior to the issuance of any Subordinated Wastewater Bonds, the Commission shall provide to the Bank a certificate of the Commission setting forth, for each of the next three Fiscal Years, (A) estimated Net Revenues, as set forth in paragraph (x) above, for each of such three Fiscal Years (and, if any portion of the proceeds of such Subordinated Wastewater Bonds are to be used to finance construction, the three Fiscal Years following the Fiscal Year in which the Consulting Engineers estimate such pmtion of the Project will be completed), (B) the "annual debt service" ( or comparable term, as defined in the indenture pursuant to which such Subordinated Wastewater Bonds are to be issued) for each of such Fiscal Years (taking into account the issuance of such additional indebtedness), including "annual debt service" as estimated in such certificate of the Commission with respect to future Subordinated Wastewater Bonds, if any, which the Commission estimates will be required to complete payment of the cost of construction of such pmtion of the Project and any other portion of the Project, and (C) demonstrating that the estimated Net (together with any fund balances of the Commission which are available for the payment of "debt Service" ( or comparable term, as defined in the pursuant to which such Subordinated Wastewater Bonds are to be issued) 39 related to Subordinated Wastewater Bonds but excluding the bond reserve fund of any indenture related to Subordinated Wastewater Bonds) in each of the Fiscal Years set forth in paragraph (x) above is at least equal to I. I 0 the "annual debt service" for such respective Fiscal Years; (iv) prior to the issuance of any additional Parity State Loans, the Commission shall provide to the Bank a certificate setting forth, for each of the next three Fiscal Years after the delivery of such Parity State Loans (A) the Wastewater Enterprise Revenues, Operation and Maintenance Costs of the Enterprise and Net Revenues (assuming the delivery of the Parity State Loans) and (B) the Annual Debt Service, (assuming the delivery of the Parity State Loans) and demonstrating that the estimated Net Revenues (together with any fund balances of the Commission which are available for Debt Service, but excluding the Bond Reserve Fund), in each of such Fiscal Years is at least 1.25 times the Annual Debt Service;
( v) prior to the issuance of any additional Senior Debt or Parity Debt, the Commission shall provide to the Bank a certificate certifying that either (A) Wastewater Enterprise Revenues for the most recently completed Fiscal Year or (B) estimated Wastewater Enterprise Revenues for the next three Fiscal Years after issuance or incurrence of such Wastewater Enterprise Debt, are or will be sufficient to satisfy the covenant set fo1ih in Section 5.l(p);
(vi) the issuance of Parity Debt will not result in the creation of a Lien on the Pledged Revenues that is senior to the Lien securing the Commercial Paper Notes or the obligations under the Agreement, the Fee Letter and the Bank Note; and
(vii) any such Parity Debt is issued in compliance with Section 5.07 of the Issuing and Paying Agent Agreement;
(viii) in connection with the issuance of any additional Senior Debt, the Commission provides certificates demonstrating compliance with the requirements set forth in Section 3.05(f)(ii) or Section 3.08(b), as the case may be, of the Wastewater Bonds Indenture;
(ix) 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 (x) no Default or Event of Default has occurred and is continuing hereunder as a result thereof.
(2) The Commission will not issue Debt secured by or payable from the Wastewater Enterprise Revenues on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Agreement and the Bank Note other than Parity State Loans, Senior Wastewater Bonds and Subordinated Wastewater Bonds.

The Commission shall not issue any additional Senior State Loans. 40 (g) Use of Bank's Name. Permit the use of the Bank's name in any official statement 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 Series A-2 Notes. Invest the proceeds of the Series A-2 Notes in any way that would violate the Code or cause the Series A-2 Notes to be "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-2 Notes from gross income of the holders thereof for Federal income tax purposes.
(i) Swap Contracts. Without the prior written consent of the Bank, enter into any Contract secured by Wastewater Enterprise Revenues (a) wherein any termination payments thereunder are senior to or on parity with the payment of the Commercial Paper Notes or the Obligations or (b) which requires the Commission to post cash collateral to secure its obligations thereunder.

U) Liens. Create or suffer to exist or permit any Lien on the Pledged Revenues other than the Liens created or permitted by the Issuing and Paying Agent Agreement and Liens that are junior and subordinate to the Lien created by the Issuing and Paying Agent Agreement under and conditions satisfactory to the Bank.
(k) Sovereign Immunity. Assert the defense of any future right of sovereign 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.
(I) Maintenance of Available Wastewater Revenues. Construct, operate or maintain, 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 City or any part thereof, any system or utility competitive with the Wastewater 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 Wastewater Enterprise to pay the fees, rates and charges to the services and facilities furnished by the Wastewater Enterprise. The Commission shall not provide any service of the Wastewater Enterprise free of charge to any Person, except (i) for free 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 does not prevent the Commission from satisfying the other covenants of this Agreement, including, without limitation, Section 5.1 (p) hereof.
(m) Reserved.
(n) Preservation of Existence, Etc. Take any action pursuant to the Charter to accomplish a merger of the Wastewater Enterprise with any other entity or enterprise, unless and until the Commission has provided a method for segregating the Wastewater Enterprise Revenues from the revenues of said other entity or enterprise in a manner that will, or shall otherwise, the Lien on the Available Wastewater Enterprise Revenues for the payment of the Commercial Notes and the Bank Note provided in Section 4.3 hereof and has obtained an opinion of counsel a firm nationally recognized in the practice of tax-exempt financing that such merger will not, in of itself, (i) affect the exclusion from gross mcome of the interest on the Series A-2 Notes or 41 cause the Lien created by this Agreement to be no longer valid as required by Section 5.l(n) If the Commission does effect such a merger, the Commission shall provide written notice thereof the Bank and shall deliver a copy of the aforementioned opinion to the Bank. ( o) 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 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 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 Commercial Paper or the Bank Note for any purpose other than as provided for in the Resolutions and not in contravention of applicable Law.
(p) Commercial Paper Notes. Permit any Commercial Paper Note issued pursuant to 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.

ARTICLE6

DEFAULTS
Section 6.1 Events of Default. If any of the following events occurs, each such event 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 five (5) Business Days;
(b) any representation or warranty made by or on behalf of the Commission in 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 to have been made or delivered;
( c) the Commission defaults in the due performance or observance of any of covenants set forth in Section 2.15, 5.l(c), 5.l(d), 5.l(g), 5.l(m)(ii), 5.l(o),

5.l(t)(ii),5.l(t)(iii) or 5.2 hereof;
( d) the Commission defaults in the due performance or observance of any term, covenant or agreement contained in this Agreement or any other Basic Document and such default remains unremedied for a period of thirty (30) days after the occurrence ( 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 Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, admits in writing its inability to pay, its debts generally as they become due, (iii) makes assignment for the benefit of creditors, (iv) applies for, seeks, consents to, or acquiesces in, 42 the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for or any substantial pati of its Propetiy, (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 seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any 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 futiherance of any matter described in (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 of its Propetiy, or a proceeding described in Section 6.l(e)(v) is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thitiy (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 or any other Basic Document at any time for any reason ceases to be valid and binding on the Commission a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or is declared in a final non-appealable judgment by any court 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 Wastewater Enterprise Debt, including, without limitation, the Wastewater Bonds 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 Wastewater Enterprise including, without limitation, the Wastewater Bonds Indenture; (i) dissolution or termination of the existence of the Commission; G) the Commission (i) defaults on the payment of the principal of or interest any Wastewater Enterprise Debt beyond the period of grace, if any, provided in the instrument or agreement under which such Wastewater Enterprise Debt was created or incurred or (ii) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any 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 without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; 43 (k) the Commission (i) defaults on the payment of the principal of or interest any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which Debt (other than Wastewater 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 Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any 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 any notice is required) any such Debt to become immediately due and payable in full as the of the acceleration, mandatory redemption or mandatory tender of such Debt ( other than Wastewater 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 sixty (60) days; (m) (i) the Commission shall default in the due performance or observance of 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 Series A-2 Notes is includable the gross income of the holder(s) or owner(s) of such Series A-2 Notes and either (i) Commission, after it has been notified by the Internal Revenue Service, does not such ruling, assessment, notice or advice in a comt of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, or advice and a coutt 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 Fitch, Moody's and S&P (i) downgrades its long-term rating of any Senior Debt of the Commission to below "A-" (or its equivalent), "A3" (or its equivalent), or "A-" (or its equivalent), respectively, and such rating remains below "A-" its equivalent), "A3" (or its equivalent), or "A-" (or its equivalent) for one hundred twenty (120) days, or (ii) suspends or withdraws its rating of the same; or (p) the passage of any Law has occurred which could reasonably be expected 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:
44 (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 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 (b) issue a No-Issuance Notice (the effect of which shall be as provided in

2.18 of this Agreement), reduce the Stated Amount of the Letter of Credit to the amount of then outstanding Commercial Paper Notes supported by the Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the Letter of as the then outstanding Commercial Paper Notes are paid and terminate the Letter of Credit when no Commercial Paper 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 (15) 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.

ARTICLE 7

MISCELLANEOUS
Section 7.1 Amendments, Waivers, Etc. No amendment or waiver of any provision 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 specific purpose for which given.

Section 7.2 Notices. All notices and other communications provided for hereunder 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) ifto the Commission:
(b) if to the Bank:

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
Bank of America, N.A.
800 Fifth Avenue, Floor 34
45 WAl-501-34-03
Seattle, Washington 98104-3176
Attention: Nancy Nuerenberg, SVP
Telephone: (206) 358-6279
Facsimile: (206) 358-8815
In the case of communications to the Bank with respect to drawings under the Letter of Credit:

Bank of America, N.A.
1 Fleet Way, PA6-580-02-30
Scranton, Pennsylvania 18507
Attention: Standby Letter of Credit Department
Telephone: (800) 370-7519 OPT 1
Facsimile: (800) 755-8743
In the case of payments to the Bank:

Bank of America, N.A.

ABA: 026009593
A/C: 04535-883980
Reference: 68112585
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:
(d) ifto the Dealers:

U.S. Bank National Association
100 Wall Street, 16th Floor
New York, New York 10005
Attention: Global Corporate Trust Services
Telephone: (212) 361-6151
Facsimile: (212) 361-6153
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 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.
46 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 and effect until all of the Obligations hereunder are paid in full. Whenever in this Agreement any 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 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 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 the Commission has received written notice from at least two nationally recognized rating agencies that the transfer will not cause the lowering, withdrawal or suspension of any ratings then existing the Series A-2 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 or any holder of Commercial Paper Notes) will have any right, benefit or interest under or because the existence of this Agreement; provided, fi,rther, that the Commission's liability to any will not in any event exceed that liability which the Commission would owe to the Bank but for participation.
(b) Notwithstanding the foregoing, the Bank will be permitted to grant to one or 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 and the Letter of Credit on a participating basis but not as a party to this Agreement (a "Participation") without the consent of the Commission. In the event of any such grant by the 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, 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 Paiticipant will have the right to declare, or to take actions in response to, an 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 the other Basic Documents to which the Commission is a party, under all circumstances including, without limitation, the following:
(a) any lack of validity or enforceability of this Agreement, the Letter of the Fee Agreement or the Commercial Paper Notes or any other Basic Document; (b) any amendment or waiver of or any consent to departure from the terms of Issuing and Paying Agent Agreement or all or any of the other Basic Documents to which 47 Bank has not consented in writing (unless pursuant to Section 5.2(a) hereof such consent 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, Issuing and Paying Agent, any Dealer or any other Person, whether in connection with 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 being untrue or inaccurate in any respect;
( e) payment by the Bank under the Letter of Credit against presentation of a or ce1tificate which does not comply with the terms of the Letter of Credit; and (f) any other circumstances or happening whatsoever, whether or not similar 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 Commercial Paper Notes or the transactions contemplated hereby and by the other Basic Documents or for any acts or omissions of the and Paying Agent or any Dealer, (ii) the validity, sufficiency or genuineness of any documents determined in good faith by the Bank to be valid, sufficient or genuine, even if such documents, fact, prove to be in any or all respects invalid, fraudulent, forged or insufficient, (iii) by the Bank against presentation of requests for Drawings or requests which the Bank in good has determined to be valid, sufficient or genuine and which subsequently are found not to comply with the tenns of this Agreement or (iv) 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 of the Bank.
(b) To the extent permitted by the law of the State, the Commission indemnifies 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) reason of or in connection with (i) the execution and delivery of this Agreement, the Fee the Letter of Credit and the transactions contemplated hereby or thereby and (ii) any untrue statement or alleged untrue statement of any material fact contained in the Offering prepared and distributed in connection with the Commercial Paper Notes 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 48 not required to indemnify the Bank to the extent, but only to the extent, any such claim, damage, liability, cost or expense is caused by the Bank's willful misconduct or gross negligence. The Bank 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 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 and waives, any claim against the Bank, on any theory of liability, for special, indirect, or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or 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. 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 Credit, the Fee Agreement and other Basic Documents (provided that such expenses to be paid in connection with the and execution and delivery will not exceed the amount specified in the Fee Agreement), (iii) the and disbursements of counsel to the Bank with respect to advising the Bank as to its rights and 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 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' fees and costs of settlement) incurred by the Bank in enforcing any 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 insolvency or bankruptcy 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 exerc1smg any right, power or privilege hereunder, nor any course of dealing with to any of the same, will operate as a waiver thereof or preclude any other or further exercise nor will a single or partial exercise thereof, preclude any other or further exercise thereof or exercise of any other right, power or privilege. The remedies herein provided are cumulative and exclusive of any remedies provided by law. To the extent of any conflict between this the Letter of Credit and any other Basic Documents, this Agreement will control solely as between the Commission and the Bank.
49 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 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 The parties shall endeavor in good faith negotiations 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 each of which constitutes an original, but when taken together constitute but one agreement, and 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 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 effect as an originally signed version of such signature page.

Section 7.12 Table of Contents; Headings. The table of contents and the section and subsection headings used herein have been inse1ted 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 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 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 (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 50 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 rs

UNENFORCEABLE FOR ANY REASON IN SUCH FORUM, EACH OF THE PARTIES

HERETO CONSENTS TO THE ADJUDICATION OF ALL CLAIMS PURSUANT TO

REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION

AND THE JUDICIAL REFEREE IS EMPOWERED TO HEAR AND DETERMINE ALL IN SUCH REFERENCE, WHETHER FACT OR LAW. EACH OF THE PARTIES HERETO

REPRESENTS THAT IT HAS REVIEWED THIS W AIYER AND CONSENT AND,

FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCH MATTERS,

KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AND 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

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 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 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 othe1wise conducting business with the Commission and (b) ensure that proceeds of the Commercial Paper Notes are not used to violate any of the foreign asset control regulations of OF AC or any enabling statute or Executive Order relating thereto. Further, the Commission shall comply, and cause any of its subsidiaries to comply, with all applicable Bank Secrecy Act laws and regulations, as amended.

Section 7.16 USA PATRIOT Act. The Bank notifies the Commission that, pursuant to requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, (the "Act"), it is required to obtain, verify and record information that identifies the which information includes the name and address of the Commission and other information that allow the Bank to identify the Commission in accordance with the Act. The Commission agrees 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 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, electronic 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 51 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 acting on such electronic transmission.

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 Operating Circular 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 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 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 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 to the Commission with respect to this transaction and the discussions, unde1takings 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 Commission on other matters); (iv) the only obligations the Bank has to the Commission with respect to this transaction are set forth in this Agreement; and (v) the Bank is not recommending that the Commission take an action with respect to the transaction described in this Agreement and the other Basic Documents, and before taking any action with respect to the this transaction, the Commission should discuss the information contained herein with the own legal, accounting, tax, financial and other advisors, as the Commission deems appropriate.

Section 7.21 Amendment to 2015 Reimbursement Agreement. Section 5.2(d) of the Reimbursement Agreement, dated as of July 10, 2015, between the Bank and the Commission, related to the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Series A-3 Notes, is hereby amended by replacing the reference to "$500,000,000" with "$750,000,000".

Section 7.22 Redaction. 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 Credit (including without limitation any amendments hereto or thereto), in the forms provided by Bank, that redacts such confidential information contained in this Agreement and the Letter of (including without limitation any amendments hereto or thereto) which could be used in a manner, such as any VRDO liquidity bank routing or account numbers, staff names and contact 52 information and fees assessed by the Bank, which redaction is consistent with MSRB Notice 2011- (February 23, 2011) and the Commission shall not provide or cause to be provided a copy of the 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 Commission shall cause such Dealer to deliver only redacted copies of this Agreement and the Letter of Credit (including without limitation any amendments hereto or thereto), in the fmms provided by the Bank, and shall not permit delivery of copy of the Fee Agreement, to the Municipal Securities Rulemaking Board pursuant to said Rule G-34 or any similar rule or regulation.
[SIGNATURE PAGES FOLLOW]
53 IN WITNESS WHEREOF, the Commission and the Bank have duly executed this Agreement as of the date first written above.

APPROVED AS TO FORM:

DENNIS J. HERRERA
City Attor y of the Cit and
County of S n Francisco
By:_'s::::n---±-±'r-:--\---/rm-M.---­
Name:

Title: epu y I y
ACKNOWLEDGED:

Name: Nadia Sesay

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By: ~2 2c_#J?
Name: Harlan L. Kelly, Jr. C/
Title: General Manager
Title: Director of Public Finance of the City
and County of San Francisco
[Signature Page - Reimbursement Agreement - Se1ies A-2 Notes] BANK OF AMERICA, N.A.
' { ',: ( I ( ), 'l
By: __ --'----'-'-----­
Name:

Title:

Nancy N(1erenberg
Senior Vice President
[Signature Page - Reimbursement Agreement- Series A-2 Notes] June 2,2017

EXHIBIT A

FORM OF BANK NOTE

SAN FRANCISCO PUBLIC UTILITIES COMMISSION BANK NOTE
(WASTEWATER SERIES, PROPOSITION E) BANK OF AMERICA, N.A.

San Francisco, California
$163,315,069
For value received, PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the "Commission") promises to pay to the order of BANK OF AMERJCA N.A. (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 One Hundred Sixty Three Million Three Hundred Fifteen Thousand Sixty Nine Dollars ($163,315,069) or, if less, the aggregate outstanding principal amount of the Reimbursement Obligations from time to time owing to the Bank pursuant to the Reimbursement Agreement, dated as of June I, 2017, 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 Pledged Revenues. This Bank Note constitutes a valid and binding obligation of the Commission issued under the Issuing and Paying Agent Agreement and is secured by, and payable from, the Pledged Revenues and from the proceeds of subsequent borrowings by the Commission, including but not limited to additional or rollover Commercial Paper Notes authorized thereunder.

A-I
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. [SIGNATURE PAGE TO FOLLOW]
A-2
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.

Approved as to Form:

DENNIS J. HERRERA
City Attorney of the City and
County of San Francisco
By: __________ _
Name: __________ _
Title:

ACKNOWLEDGED:

By: _________ _
Name:

Title:

A-3

PUBLIC UTILITIES COMMISSION OF THE CITY

AND COUNTY OF SAN FRANCISCO
By: ___________ _
Name: ____________ _
Title: _____________ _
Date

TRANSACTIONS ON BANK NOTE
Principal
Amount of
Reimbursement
Obligation
Amount of
Principal Paid
A-4
Date to
Which
Interest Paid
Notation
Made By

EXHIBITB

FORM OF COMPLIANCE CERTIFICATE
This Compliance Certificate (this "Certificate") is furnished to Bank of America, N.A. (the "Bank") pursuant to the Reimbursement Agreement, dated as of June I, 2017 (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 Ce1tificate 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 ofmy knowledge the financial statements required by Section 5.l(a) of the Agreement and being furnished to you concurrently with this ce1tificate 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 ce1tifications and the financial statements delivered with this Certificate in support hereof, are made and delivered this_ day of ___ ~, 20_ B-1

PUBLIC UTILITIES COMMISSION OF THE CITY

AND COUNTY OF SAN FRANCISCO
By: ___________ _
Name: _____________ _
Title: _____________ _

EXHIBITC
2017 LIST OF CITY HOLIDAYS
(INCLUDING DAYS CITY IS OFFICIALLY CLOSED)
New Year's Day- Monday, January 2, 2017
Dr. Martin Luther King, Jr. Day - Monday, January 16, 2017 President's Day - Monday, February 20, 2017
Memorial Day - Monday, May 29, 2017
Independence Day-Tuesday, July 4, 2017
Labor Day - Monday, September 4, 2017
Columbus Day - Monday, October 9, 2017
Veterans Day- Saturday, November 11, 2017
Thanksgiving Day and the Day After - Thursday, November 23, 2017 & Friday, November 24, 2017
Christmas Day - Monday, December 25, 2017
C-1

EXHIBITD

CITY REQUIREMENTS
(a) Tropical Hardwood and Virgin Redwood Ban. The City urges contractors not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product. (b) Nondiscrimination: Penalties.
(i) Bank Shall Not Discriminate. In the performance of this Agreement, the Bank agrees not to discriminate against any employee, City and County employee working with the Bank or subcontractor, applicant for employment with the Bank or subcontractor, or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations, on the basis of the fact or perception of a person's race, color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status, or association with members of such protected classes, or in retaliation for opposition to discrimination against such classes. (ii) Subcontracts. The Bank shall incorporate by reference in all subcontracts made in fulfillment of its obligations hereunder the provisions of Sections 12B.2(a), 12B.2(c)-(k) and 12C.3 of the San Francisco Administrative Code and shall require all subcontractors to comply with such provisions. The Bank's failure to comply with the obligations in this subsection shall constitute a material breach of this Agreement.
(iii) Non-Discrimination in Benefits. The Bank does not as of the date of this Agreement and will not during the term of this Agreement, in any of its operations in San Francisco, on real prope1ty owned by San Francisco, or where work is being performed for the City elsewhere in the United States, discriminate in the provision of bereavement leave, family medical leave, health benefits, membership or membership discounts, moving expenses, pension and retirement benefits or travel benefits, as well as any benefits other than the benefits specified above, between employees with domestic patiners and employees with spouses, and/or between the domestic patiners and spouses of such employees, where the domestic patinership has been registered with a governmental entity pursuant to state or local law authorizing such registration, subject to the conditions set forth in Section I 2B.2(b) of the San Francisco Administrative Code.
(iv) HRC Form. The Bank shall execute the "Chapter 12B Declaration:

Nondiscrimination in Contracts and Benefits" form (Form HRC-12B-101) with suppotiing documentation and secure the approval of the form by the San Francisco Human Rights Commission.
(v) Incorporation of Administrative Code Provisions by Reference. The provisions of Chapters 12B and 12C of the San Francisco Administrative Code are D-2
incorporated in this Section by reference and made a part of this Agreement as though fully set forth herein. The Bank shall comply fully with and be bound by all of the provisions that apply to this Agreement under such Chapters of the San Francisco Administrative Code, including but not limited to the remedies provided in such Chapters. Without limiting the foregoing, the Bank understands that pursuant to Section 12B.2(h) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this Agreement may be assessed against the Bank and/or deducted from any payments due the Bank; provided, however, that such damages shall not be set off against the payment of rental or other contract related to Commercial Paper Notes or other debt obligations of the City.
( c) Limitations on Contributions. Through execution of this Agreement, the Bank acknowledges that it is familiar with Section 1.126 of the City's Campaign and Governmental Conduct Code, which prohibits any person who contracts with the City, including the Commission, for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, or for a grant, loan or loan guarantee, from making any campaign contribution to (A) an individual holding a City elective office if the contract must be approved by the individual, a board on which that individual serves, or a board on which an appointee of that individual serves, (B) a candidate for the office held by such individual, or (C) a committee controlled by such individual, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or six months after the date the contract is approved. The Bank acknowledges that the foregoing restriction applies only if the contract or combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $50,000 or more. The Bank further acknowledges that the prohibition on contributions applies to each prospective party to the contract; each member of the Bank's board of directors; the Bank's chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 20 percent in the Bank; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by the Bank. Additionally, the Bank acknowledges that the Bank must inform each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126 of the City's Campaign and Governmental Conduct Code. ( d) MacBride Principles - Nmthern Ireland. Pursuant to San Francisco Administrative Code Section 12F.5, the City urges companies doing business in Northern Ireland to move towards resolving employment inequities, and encourages such companies to abide by the MacBride Principles. The City urges San Francisco companies to do business with corporations that abide by the MacBride Principles. By signing below, the person executing this Agreement on behalf of the Bank acknowledges and agrees that he or she has read and understood this section.
(e) Conflict of Interest. Through its execution of this Agreement, the Bank hereby acknowledges that it is familiar with the provision of Section 15.103 of the City's Chatter, Article III, Chapter 2 of City's Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section I 090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts which constitutes a violation of said provisions and D-3
agrees that it will immediately notify the City if it becomes aware of any such fact during the term of this Agreement.
(f) Earned Income Credit ("EiC") Forms. San Francisco Administrative Code section 120 requires that employers provide their employees with IRS Form W-5 (The Earned Income Credit Advance Payment Certificate) and the IRS EiC Schedule, as set forth below.

Employers can locate these forms at the IRS Office, on the Internet, or anywhere that Federal Tax Forms can be found.
(i) The Bank shall provide EiC Forms to each Eligible Employee at each of the following times: (A) within thirty days following the date on which this Agreement becomes effective (unless the Bank has already provided such EiC Forms at least once during the calendar year in which such effective date falls); (B) promptly after any Eligible Employee is hired by the Bank; and (C) annually between January I and January 31 of each calendar year during the term of this Agreement. (ii) Failure to comply with any requirement contained in the immediately preceding paragraph shall constitute a material breach by the Bank of the terms of this Agreement. If, within thitty days after the Bank receives written notice of such a breach, the Bank fails to cure such breach or, if such breach cannot reasonably be cured within such period of thitty days, the Bank fails to commence efforts to cure within such period or thereafter fails to diligently pursue such cure to completion, the City may pursue any rights or remedies available under this Agreement or under applicable law.
(iii) Any subcontract entered into by the Bank shall require the subcontractor to comply, as to the subcontractor's Eligible Employees, with each of the terms of this Section.
(iv) Capitalized terms used in this Section and not defined in this Agreement shall have the meanings assigned to such tetms in Section 120 of the San Francisco Administrative Code.
(g) Drug Free Workplace Policy. The Bank acknowledges that pursuant to the Federal Drug-Free Workplace Act of 1989, the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited on Commission or City premises. The Bank agrees that any violation of this prohibition by the Bank, its employees, agents or assigns will be deemed a material breach of this Agreement. (h) Compliance with Americans with Disabilities Act. The Bank acknowledges that, pursuant to the Americans with Disabilities Act ("ADA"), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor, must be accessible to the disabled public. The Bank shall provide the services specified in this Agreement in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation. The Bank agrees not to discriminate against disabled persons in the provision of services, benefits or activities provided under this Agreement and further agrees that any violation of this prohibition on the part of the Bank, its employees, agents or assigns will constitute a material breach of this Agreement.

D-4
(i) Sunshine Ordinance. In accordance with San Francisco Administrative Code Section 67.24(e), contracts, contractors' bids, responses to solicitations and all other records of communications between the Commission or the City and persons or firms seeking contracts, shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person or organization's net worth or other proprietary financial data submitted for qualification for a contract or other benefit until and unless that person or organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request.

U) Requiring Minimum Compensation for Covered Employees. The patties acknowledge and agree that the Bank's client team employees servicing this Agreement are not Covered Employees as defined by the Minimum Compensation Ordinance ("MCO"), as set fmth in San Francisco Administrative Code Chapter 12 P ("Chapter 12P"). No client team employee servicing this Agreement, specifically the Municipal Credit Officer, Municipal Credit Analyst and Wholesale Credit Admin Associate ("the Client Team Employees") performs four hours or more of work per week under the contract. Nonetheless, it is noted that the Bank complies with the MCO requirements for the Client Team Employees and all provisions below relate to the Client Team Employees. Fu1ther, the Bank pays all associates competitively based on market rates at relevant locations and in all instances pays in accordance with the federal Fair Labor Standards Act and applicable state laws. (i) The Bank agrees to comply fully with and be bound by all of the provisions of the MCO, as set fo1th in Chapter 12P, including the remedies provided, and implementing guidelines and rules. The provisions of Chapter 12P are incorporated herein by reference and made a part of this Agreement as though fully set fo1th. The text of the MCO is available on the web at www.sfgov.org/olse/mco. A partial listing of some of the Bank's obligations under the MCO is set forth in this Section. The Bank is required to comply with all the provisions of the MCO, irrespective of this listing of obligations in this Section. (ii) The MCO requires the Bank to pay the Bank's employees a minimum hourly gross compensation wage rate and to provide minimum compensated and uncompensated time off. The minimum wage rate may change from year to year and the Bank is obligated to keep informed of the then-current requirements. Any subcontract entered into by the Bank shall require the subcontractor to comply with the requirements of the MCO and shall contain contractual obligations substantially the same as those set forth in this Section. It is the Bank's obligation to ensure that any subcontractors of any tier under this Agreement comply with the requirements of the MCO. If any subcontractor under this Agreement fails to comply, City may pursue any of the remedies set forth in this Section against the Bank. (iii) The Bank shall not take adverse action or otherwise discriminate against an employee or other person for the exercise or attempted exercise of rights under the MCO. Such actions, if taken within 90 days of the exercise or attempted exercise of such rights, will be rebuttably presumed to be retaliation prohibited by the MCO.

D-5
(iv) The Bank shall maintain employee and payroll records as required by the MCO. If the Bank fails to do so, it shall be presumed that the Bank paid no more than the minimum wage required under State law.
(v) The City is authorized to inspect the Bank's job sites and conduct interviews with employees and conduct audits of the Bank. (vi) The Bank's commitment to provide the Minimum Compensation is a material element of the City's consideration for this Agreement. The City in its sole discretion shall determine whether such a breach has occurred. The City and the public will suffer actual damage that will be impractical or extremely difficult to determine if the Bank fails to comply with these requirements. The Bank agrees that the sums set forth in Section 12P.6.l of the MCO as liquidated damages are not a penalty, but are reasonable estimates of the loss that the City and the public will incur for the Bank's noncompliance. The procedures governing the assessment of liquidated damages shall be those set forth in Section 12P.6.2 of Chapter 12P.
(vii) The Bank understands and agrees that if it fails to comply with the requirements of the MCO, the City shall have the right to pursue any rights or remedies available under Chapter 12P (including liquidated damages), under the terms of the contract, and under applicable law. If, within 30 days after receiving written notice of a breach of this Agreement for violating the MCO, the Bank fails to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days, the Bank fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion, the City shall have the right to pursue any rights or remedies available under applicable law, including those set forth in Section 12P.6(c) of Chapter 12P. Each of these remedies shall be exercisable individually or m combination with any other rights or remedies available to the City. (viii) The Bank represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the MCO. (ix) The City may conduct random audits of the Bank. Random audits shall be (A) noticed in advance in writing; (B) limited to asce11aining whether Covered Employees are paid at least the minimum compensation required by the MCO; (C) accomplished through an examination of pertinent records at a mutually agreed upon time and location within ten days of the written notice; and (D) limited to one audit of the Bank every two years for the duration of this Agreement. Nothing in this Agreement is intended to preclude the City from investigating any repmi of an alleged violation of the MCO.
(k) Prohibition on Political Activity with City Funds. In accordance with San Francisco Administrative Code Chapter 12.G, the Bank may not paiiicipate in, suppo1i, or attempt to influence any political campaign for a candidate or for a ballot measure ( collectively, "Political Activity") in the performance of the services provided under this Agreement. The Bank agrees to comply with San Francisco Administrative Code Chapter 12.G and any implementing rules and regulations promulgated by the City's Controller. The terms and provisions of Chapter 12.G are incorporated herein by D-6
this reference. In the event the Bank violates the provisions of this section, the City may, in addition to any other rights or remedies available hereunder, (i) terminate this Agreement, and (ii) prohibit the Bank from bidding on or receiving any new City contract for a period of two (2) years. The Controller will not consider the Bank's use of profit as a violation of this section.
(I) Graffiti Removal. Graffiti is detrimental to the health, safety and welfare of the community in that it promotes a perception in the community that the laws protecting public and private property can be disregarded with impunity. This perception fosters a sense of disrespect of the law that results in an increase in crime; degrades the community and leads to urban blight; is detrimental to property values, business opportunities and the enjoyment of life; is inconsistent with the City's property maintenance goals and aesthetic standards; and results in additional graffiti and in other properties becoming the target of graffiti unless it is quickly removed from public and private property. Graffiti results in visual pollution and is a public nuisance. Graffiti must be abated as quickly as possible to avoid detrimental impacts on the City and its residents, and to prevent the further spread of graffiti.

The Bank shall remove all graffiti from any real property owned or leased by such Bank in the City and County of San Francisco within forty eight ( 48) hours of the earlier of such Bank's (i) discovery or notification of the graffiti or (ii) receipt of notification of the graffiti from the Department of Public Works. This Section is not intended to require any Bank to breach any lease or other agreement that it may have concerning its use of the real property. The term "graffiti" means any inscription, word, figure, marking or design that is affixed, marked, etched, scratched, drawn or painted on any building, structure, fixture or other improvement, whether permanent or temporary, including by way of example only and without limitation, signs, banners, billboards and fencing surrounding construction sites, whether public or private, without the consent of the owner of the property or the owner's authorized agent, and which is visible from the public right-of-way. "Graffiti" shall not include: (A) any sign or banner that is authorized by, and in compliance with, the applicable requirements of the San Francisco Public Works Code, the San Francisco Planning Code or the San Francisco Building Code; or (B) any mural or other painting or marking on the property that is protected as a work of fine art under the California Art Preservation Act (California Civil Code Sections 987 et seq.) or as a work of visual art under the Federal Visual Artists Rights Act of 1990 (17 U.S.C. Section 101 et seq.).

Any failure of the Bank to comply with this Section of this Agreement shall constitute a material breach of this Agreement.
(m) Preservative-treated Wood Containing Arsenic. The Bank may not purchase preservative-treated wood products containing arsenic in the performance of this Agreement unless an exemption from the requirements of Chapter 13 of the San Francisco Environment Code is obtained from the Department of the Environment under Section 1304 of the Code.

The term "preservative-treated wood containing arsenic" shall mean wood treated with a preservative that contains arsenic, elemental arsenic, or an arsenic copper combination, including, but not limited to, chromated copper arsenate preservative, ammoniacal copper zinc arsenate preservative, or ammoniacal copper arsenate preservative. The Bank may purchase preservative-treated wood products on the list of environmentally preferable alternatives prepared and adopted by the Department of the Environment. This provision does not preclude D-7
the Bank from purchasing preservative-treated wood containing arsenic for saltwater immersion. The term "saltwater immersion" shall mean a pressure-treated wood that is used for construction purposes or facilities that are partially or totally immersed in saltwater. (n) Nondisclosure of Private Information. The Bank agrees to comply fully with and be bound by all of the provisions of Chapter 12M of the San Francisco Administrative Code (the "Nondisclosure of Private information Ordinance"), including the remedies provided. The provisions of the Nondisclosure of Private Information Ordinance are incorporated herein by reference and made a part of this Agreement as though fully set forth.

The pa11ies acknowledge and agree that it is not expected that the Bank will acquire any private information in the performance of this Agreement. Capitalized terms used in this section and not defined in this Agreement shall have the meanings assigned to such terms in the Nondisclosure of Private Information Ordinance. Consistent with the requirements of the Nondisclosure of Private Information Ordinance, the Bank agrees to all of the following:
(i) Neither the Bank nor any of its Subcontractors shall disclose Private Information obtained from the City in the performance of this Agreement to any other Subcontractor, person, or other entity, unless one of the following is true:
(1) the disclosure is authorized by this Agreement;
(2) the Bank received advance written approval from the Contracting Department to disclose the information; or
(3) the disclosure is required by law or judicial order. (ii) Any disclosure or use of Private Information authorized by this Agreement shall be in accordance with any conditions or restrictions stated in this Agreement. Any disclosure or use of Private Information authorized by a Contracting Depat1ment shall be in accordance with any conditions or restrictions stated in the approval.
(iii) Private Information shall mean any information that: (1) could be used to identify an individual, including without limitation, name, address, social security number, medical information, financial information, date and location of bit1h, and names of relatives; or (2) the law forbids any person from disclosing. (iv) Any failure of the Bark to comply with the Nondisclosure of Private Information Ordinance shall be a material breach of this Agreement. In such an event, in addition to any other remedies available to it under equity or law, the City may terminate this Agreement, debar the Bank, or bring a false claim action against the Bank.
( o) Proprietary or Confidential Information of City. The Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory D-8
authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, ( d) to any other party to this Agreement, ( e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterpaity (or its advisors) to any swap or derivative transaction relating to the City and its obligations, (g) with the consent of the City or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Bank on a non-confidential basis from a source other than the City. For the purposes of this Section, "Information" means all information received from the City relating to the City or its business, other than any such infonnation that is available to the Bank on a non-confidential basis prior to disclosure by the City; provided that, in the case of information received from the City after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
(p) Submitting False Claims; Monetary Penalties. Pursuant to San Francisco Administrative Code Section 21.35, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City for three times the amount of damages which the City sustains because of the false claim. A contractor, subcontractor or consultant who submits a false claim shall also be liable to the City for the costs, including attorneys' fees, of a civil action brought to recover any of those penalties or damages, and may be liable to the City for a civil penalty of up to $10,000 for each false claim. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or consultant: (i) knowingly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or approval; (ii) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the City; (iii) conspires to defraud the City by getting a false claim allowed or paid by the City; (iv) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or prope1ty to the City; or (v) is a beneficiary of an inadvertent submission of a false claim to the City, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim.
( q) Subcontracting. Except as otherwise provided in this Agreement, the Bank is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is first approved by City in writing. Neither paity shall, on the basis of this Agreement, contract on behalf of or in the name of the other patty. An agreement made in violation of this provision shall confer no rights on any party and shall be null and void. (r) Non-Waiver of Rights. The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other pa1ty at the time designated, shall not be a waiver of any such D-9
default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.
(s) City a Third Party Beneficiary. The City is hereby designated as a third party beneficiary for the purpose of enforcing all of the obligations of the Bank contained in this Exhibit E to this Agreement.

D-10

EXHIBITE

LIST OF QUALIFIED DEALERS
Alamo Capital
Backstrom McCarley Berry & Co., LLC
Bank of America Merrill Lynch
Barclays Capital Inc.

Blaylock Beal Van, LLC
Cabrera Capital Markets, LLC
Citigroup Inc.

Fidelity Capital Markets
FTN Financial
Goldman Sachs & Co.

Hutchinson, Shockey, Erley & Co.

Janney Montgome1y Scott
J.P. Morgan Securities LLC
Loop Capital Markets LLC
Mesirow Financial, Inc.

Morgan Stanley & Co. Inc.

Piper Jaffray & Co.

Raymond James
RBC Capital Markets, LLC
Rice Securities
Siebe1i Brandford Shank & Co., LLC
Stem Brothers & Co.

Stifel Nicolaus & Company
Stinson Securities, LLC
U.S. Bancorp Investments, Inc.

Wells Fargo Bank, National Association Municipal Products Group William Blair & Company, LLC
E-1
4838-9036-9207.4

FIRST AMENDMENT TO

REIMBURSEMENT AGREEMENT

BETWEEN

PUBLIC UTILITIES COMMISSION

EXECUTION VERSION

OF THE CITY AND COUNTY OF SAN FRANCISCO
AND
BANK OF AMERICA, N. A
DATED AS OF April 24, 2020
Relating to:
$150,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
SERIES A-2 (TAX-EXEMPT)

FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT
This FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (this "First Amendment"), is made and entered into as of April 24, 2020 between PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the "Commission") and BANK OF AMERICA, N.A. (the "Bank").

WITNESSETH
WHEREAS, the Commission and the Bank have previously entered into a Reimbursement Agreement, dated as of June I, 2017 (the "Original Agreement;" unless othe1wise defined herein, capitalized terms used herein shall have the meanings given thereto in the Original Agreement) and a Fee Agreement dated June 2, 20 I 7 (the "2017 Fee Agreement"), pursuant to which the Bank issued the Letter of Credit; and WHEREAS, the Stated Expiration Date of the Letter of Credit is currently June I, 2020, and the Commission has requested that the Bank extend the term of the Original Agreement and make other changes to the Original Agreement; and
WHEREAS, the Commission and the Bank now desire to, among other things, (i) extend the Stated Expiration Date of the Letter of Credit, (ii) make certain additional amendments to the Original Agreement, and (iii) execute an amended and restated fee agreement to document ce1iain pricing changes (the "Amended and Restated Fee Agreement"); and NOW, THEREFORE, in consideration of the foregoing, the premises and mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the paiiies hereto hereby agree as follows:

ARTICLE I. INTENTION OF PARTIES, AGREEMENT PROVISIONS.

The Commission and the Bank have entered into this First Amendment pursuant to Section 2.12 and Section 7.1 of the Original Agreement and the New Fee Agreement to, among other things, extend the Stated Expiration Date and amend other terms set forth in the Original Agreement, to reflect the delivery of the Amended and Restated Fee Agreement to replace the 2017 Fee Agreement. The terms of the Original Agreement, as amended by this First Amendment (as so amended, the "Agreement"), shall govern the rights and obligations of the Commission, and the Bank in connection with the transactions contemplated by the Agreement.

ARTICLE II. AMENDMENTS. The Original Agreement is hereby amended as follows:
(a) The definition of "Fee Agreement" in Section I. I of the Original Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
" 'Amended and Restated Fee Agreement' means that ce1iain Amended and Restated Fee Agreement dated the First Amendment Effective 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." 4838-9036-9207.4
(b) The following defined terms shall be added to Section I. I of the Agreement and shall be inserted in alphabetical order:
"BHC Act Affiliate" of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 184l(k)) of such party.
"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).
"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. "First Amendment" means that certain First Amendment to Reimbursement Agreement, dated as of April 24, 2020, between the Commission and the Bank."
"First Amendment Effective Date" means April 24, 2020." "Insolvency Proceeding" means a receivership, insolvency, liquidation, resolution, or similar proceeding.
"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). (c) Section 6.l(o) of the Original Agreement is hereby deleted m its entirety and replaced with the following:
"(o) any of Fitch, Moody's or S&P (i) downgrades its long-term rating of any Senior Debt of the Commission to below "BBB+" (or its equivalent), "Baal" (or its equivalent) or "BBB+" ( or its equivalent), respectively, or (ii) suspends or withdraws its rating of the same;"
( d) Section 7 .2 of the Agreement is hereby amended by deleting the information regarding the Bank after "In the case of communications to the Bank with respect to drawings under the Letter of Credit" and replacing it with the following:
4838-9036~9207.4
"Bank of America, N.A.
800 5 Avenue
Mailcode: WAl-501-35-11
Seattle, Washington 98104
Attention: Satinder Parwana
Telephone: (206) 358-6055
Email: Satinder.parwana(c11bam I.com"
- 3 -
(e) ARTICLE VII of the Agreement shall be amended by adding the following Section 7.23 after Section 7.22 and the table of contents shall be revised to reflect such addition:
"Section 7.23 QFC Provisions. To the extent that the Related Documents provide support, through a guarantee or otherwise, for any agreement or instrument that is a QFC (such support, "OFC Credit Support", and each such QFC, a "Supported OFC"), 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 Suppmied QFC and QFC Credit Suppoti (with the provisions below applicable notwithstanding that the Related 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 paiiy to a Suppotied QFC ( each, a "Covered Party") becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Suppmied QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Suppmied QFC and such QFC Credit Suppmi, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Paiiy will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Suppoiied 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 Pmiy or a BHC Act Affiliate of a Covered Paiiy becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Related Documents that might otherwise apply to such Suppmied 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 Related 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 Related Documents or any other agreement, but without prejudice to the requirements of the preceding paragraph (a), Default Rights under the Related Documents that might otherwise apply to a Supported QFC or any 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, 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 Related Documents, any Suppmied QFC or any QFC Credit Support seeks to exercise any Default Right 4838-9036-9207.4 - 4 -
against such Covered Pa,1y with respect to such Supported QFC or such QFC Credit Support, the party seeking to exercise such Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder."
(f) Amendment of the Letter of Credit. At the First Amendment Effective Date, the Bank shall execute and deliver to the Trustee a certificate in the form of Annex J to the Letter of Credit extending the Stated Expiration Date to April 24, 2023.

ARTICLE III. CONDITIONS TO DELIVERY OF THIS FIRST AMENDMENT.

The amendments to the Original Agreement provided for in Article II hereof shall become effective on the First Amendment Effective Date; provided that each of the following conditions shall be fulfilled to the satisfaction of the Bank:
(a) Documentation:
(i) An executed counterpat1 of this First Amendment and the New Fee Agreement, each signed by the Commission and the Bank;
(ii) The Commission shall have paid or made arrangements for payment of all costs and expenses incurred by the Bank in connection with this transaction, including without limitation reasonable attorney's fees; provided, that the Commission shall pay the Bank's attorney's fees (which shall not exceed $25,000) within 30 days following its receipt of an invoice from such counsel; and
(iii) All other legal matters pe11aining to the execution and delivery of this First Amendment shall be satisfactory to the Bank and the execution and delivery hereof by the Bank shall constitute conclusive evidence that all such legal matters have been completed to the satisfaction of the Bank. (b) Representations and Warranties True.
4838-9036-9207.4
(i) The representations and warranties of the Commission contained in Article 4 of the Original Agreement and in this First Amendment shall be true and correct with the same effect as though made on and as of the First Amendment Effective Date, except to the extent a representation or warranty relates specifically to an earlier date (in which case, such representation and warranty shall be true and correct as of such date) and except that the representations in Section 4.6 of the Original Agreement refers to the Commission's 2019 financial statements (instead of the 2016 financial statements) which has been previously provided to the Bank and the word nationally shall hereinafter be deemed to have been deleted from Section 4.6. (ii) In addition to the foregoing representations, the Commission hereby represents and warrants as follows:
- 5 -
(A) The execution, delivery and performance by the
Commission of this First Amendment are within its powers, have been duly authorized by all necessary actions and do not contravene any law or any contractual restriction binding on the Commission;
(B) No further authorization, approval or other action by, and no notice or filing, is required for the due execution, delivery and performance by the Commission of this First Amendment that has not been received as of the First Amendment Effective Date; and (C) The Commission has provided, or will cause to have
provided, written notice of this First Amendment to the Issuing and Paying Agent, the Dealers and the Rating Agencies.
( c) Absence of Ce1tain Events. (i) On or prior to the First Amendment Effective Date, there shall not have occurred any material adverse change in the affairs, condition and/or operations, financial or otherwise, of the Commission since the date of the Commission's fiscal year ended 2019 audited financial statements; (ii) on or prior to the First Amendment Effective Date, no change shall have occurred in any law, rule or regulation or in any interpretation thereof that, in the opinion of the Bank, would make it illegal for the Bank to execute and deliver this First Amendment; and (iii) no event has occurred which constitutes an Event of Default under the Original Agreement. (d) Bank Representations and Acknowledgements. The Bank hereby represents that, as of the First Amendment Effective Date, it has no knowledge of any Change in Law that would result in increased costs;
ARTICLE IV. MISCELLANEOUS.
(a) The parties hereto acknowledge and confinn that, from and after the First Amendment Effective Date, any reference in the Original Agreement or in the other Related Documents to the "Agreement" shall mean and refer to the Original Agreement as amended hereby.
(b) Except as provided herein, the Original Agreement shall remain in full force and effect and unaffected hereby except, as set forth herein, from and after the First Amendment Effective Date.
( c) This Amendment and the Original Agreement, as amended hereby, shall be subject to Section 7.14 of the Agreement. In case any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired hereby.
( d) This Amendment may be executed in one or more counterparts, each of which taken together shall constitute one original and all of which shall constitute one and the same instrument.
4838-9036-9207.4 - 6 -
( e) The parties agree that the electronic signature of a party to this First Amendment shall be as valid as an original signature of such party and shall be effective to bind such party to this First Amendment. The paities agree that any electronically signed document (including this First Amendment) shall be deemed (i) to be "written" or "in writing," (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or "printouts," if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the paities to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, "electronic signature" means a manually-signed original signature that is then transmitted by electronic means; "transmitted by electronic means" means sent in the form of a facsimile or sent via the internet as a "pdf (portable document format) or other replicating image attached to an e-mail message; and, "electronically signed document" means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.
[Remainder of page intentionally left blank; signature page follows.] 4838-9036-9207.4 - 7 -
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
4838-9036~9207

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name: Harlan L. Kelly, Jr.

Title: General Manager
APPROVED AS TO FORM:

DENNIS J. HERRERA
City Attorney of the City and County of San
Francisco
By:

Name: Mark D. Blake
Title: Deputy City Attorney
ACKNOWLEDGED:

By:

Name: Anna Van Degma
Title: Director of Public Finance of the City and
County of San Francisco
[Signature page to First Amendment to Reimbursement Agreement] IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
4838-9036-9207

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name: Harlan L. Kelly, Jr.

Title:. General Manager
APPROVED AS TO FORM:

DENNIS J. HERRERA
By:

Name: M e
Title: Deputy City Attorne
ACKNOWLEDGED:

By:
. Name: Anna Van Degma
Title: Director of Public Finance of the City and
County of San Francisco · ·
[Signature page to First Amendment to Reimbursement Agreement] IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their respective officers thereunto du! y authorized as of the date first above written.
4838-9036-9207

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name: Harlan L. Kelly, Jr.

Title: General Manager
APPROVED AS TO FORM:

DENNIS J. HERRERA
City Attorney of the City and County of San
Francisco
By:

Name: Mark D. Blake
Title: Deputy City Attorney
ACKNOWLEDGED:

I ,,, r
. ( \ I
c·-/'°l \Ill ..,.,,/ l f' ,
By: c_ __ ... /"b I/
Name: Anna Van ):/egna
Title: Director of Public Finance of the City and
County of San Francisco
[Signature page to First Amendment to Reimbursement Agreement] BANK OF AMERICA, N.A.

OP

Name: Greg Baile :

Title: Senior Vice President

‘1838-9036-9207 [Signature page to First Amendment to Reimbursement Agreement] BANK or AMERICA, N.A.

By:

Name:

Title: Senior Vice President
[Signature page LO First Amendment to Reimbursement Agreement] 488}-4989,8313.5

SECOND AMENDMENT TO

REIMBURSEMENT AGREEMENT

BETWEEN

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO
AND
BANK OF AMERICA, N. A
DATED April 21, 2023
Relating to:
$ I 50,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
SERIES A-2 (TAX-EXEMPT)

SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT
This SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT (this "Second Amendment"), is made and entered into on April 21, 2023 between PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the "Commission") and BANK OF AMERICA, N.A. (the "Bank").

WITNESSETH
WHEREAS, the Commission and the Bank have previously entered into a Reimbursement Agreement, dated as of June 1, 2017 (as amended by the First Amendment to Reimbursement Agreement, dated April 24, 2020, the "Original Agreement;" unless otherwise defined herein, capitalized terms used herein shall have the meanings given thereto in the Original Agreement) and an Amended and Restated Fee Agreement dated April 24, 2020 (the "2020 Fee Agreement"), pursuant to which the Bank issued and maintained the Letter of Credit; and
WHEREAS, the Stated Expiration Date of the Letter of Credit is currently April 24, 2023, and the Commission has requested that the Bank extend the term of the Original Agreement and make other changes to the Original Agreement; and WHEREAS, the Commission and the Bank now desire to, among other things, (i) extend the Stated Expiration Date of the Letter of Credit, (ii) make certain additional amendments to the Original Agreement, and (iii) execute a new amended and restated fee agreement to replace the 2020 Fee Agreement to document certain pricing changes (the "Amended and Restated Fee Agreement"); and
NOW, THEREFORE, in consideration of the foregoing, the premises and mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I. INTENTION OF PARTIES, AGREEMENT PROVISIONS.

The Commission and the Bank have entered into this Second Amendment pursuant to Section 2.12 and Section 7.1 of the Original Agreement and the New Fee Agreement to, among other things, extend the Stated Expiration Date and amend other terms set forth in the Original Agreement, to reflect the delivery of the Amended and Restated Fee Agreement to replace the 2020 Fee Agreement. The terms of the Original Agreement, as amended by this Second Amendment (as so amended, the "Agreement"), shall govern the rights and obligations of the Commission, and the Bank in connection with the transactions contemplated by the Agreement.

ARTICLE II. AMENDMENTS. The Original Agreement is hereby amended as follows:
(a) The definition of "Fee Agreement" in Section I. I of the Original Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
48814989-8313.5
" 'Amended and Restated Fee Agreement' means that ce1tain Amended and Restated Fee Agreement dated the Second Amendment Effective 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." (b) The following defined terms shall be added to Section l.l of the Original Agreement and shall be inserted in alphabetical order:
"Second Amendment" means that ce1tain Second Amendment to Reimbursement Agreement, dated as of April 21, 2023, between the Commission and the Bank."
"Second Amendment Effective Date" means April 21, 2023." ( c) Section 5. I (a)(i) of the Original Agreement is hereby amended by deleting the reference to "two hundred ten (210)" and replacing it with "two hundred forty (240)". (d) Section 7.2(c) of the Original Agreement is hereby amended by deleting the first set of information regarding notices to the Bank to go to the following:
"Bank of America, N.A.
333 S. Hope Street, 38th Floor
Los Angeles, California 90071
Attention: Jyoti Rathore
Telephone: (213) 621-4971
Email: [email protected]"
( e) At the Second Amendment Effective Date, the Bank shall execute and deliver to the Trustee a certificate in the form of Annex J to the Letter of Credit extending the Stated Expiration Date to April 24, 2026.

ARTICLE III. CONDITIONS TO DELIVERY OF THIS SECOND
AMENDMENT.

The amendments to the Original Agreement provided for in Article II hereof shall become effective on the Second Amendment Effective Date; provided that each of the following conditions shall be fulfilled to the satisfaction of the Bank:
(a) Documentation:
(i)
(ii)
4881-4989-8313.5
An executed counterpart of this Second Amendment and the Amended and Restated Fee Agreement, each signed by the Commission and the Bank; The Commission shall have paid or made arrangements for payment of all costs and expenses incurred by the Bank in connection with this transaction, including without limitation reasonable attorney's fees; provided, that the Commission shall pay the Bank's attorney's fees of - 2 -
$12,500 within 30 days following its receipt of an invoice from such counsel; and
(iii) All other legal matters pertaining to the execution and delivery of this Second Amendment shall be satisfactory to the Bank and the execution and delivery hereof by the Bank shall constitute conclusive evidence that all such legal matters have been completed to the satisfaction of the Bank. (b) Representations and Warranties True.
(i) The representations and warranties of the Commission contained in Article 4 of the Original Agreement and in this Second Amendment shall be true and correct with the same effect as though made on and as of the Second Amendment Effective Date, except to the extent a representation or warranty relates specifically to an earlier date (in which case, such representation and warranty shall be true and correct as of such date) and except that the representations in Section 4.6 of the Original Agreement refers to the Commission's 2022 financial statements (instead of the 2016 financial statements) which has been previously provided to the Bank and the word nationally shall hereinafter be deemed to have been deleted from Section 4.6. (ii) In addition to the foregoing representations, the Commission hereby represents and warrants as follows:
(A) The execution, delivery and performance by the
Commission of this Second Amendment are within its powers, have been duly authorized by all necessary actions and do not contravene any law or any contractual restriction binding on the Commission;
(B) No further authorization, approval or other action by, and no notice or filing, is required for the due execution, delivery and performance by the Commission of this Second Amendment that has not been received as of the Second Amendment Effective Date; and (C) The Commission has provided, or will cause to have
provided, written notice of this Second Amendment to the Issuing and Paying Agent, the Dealers and the Rating Agencies.
( c) Absence of Certain Events. (i) On or prior to the Second Amendment Effective Date, there shall not have occurred any material adverse change in the affairs, condition and/or operations, financial or otherwise, of the Commission since the date of the Commission's fiscal year ended 2022 audited financial statements; (ii) on or prior to the Second Amendment Effective Date, no change shall have occurred in any law, rule or regulation or in any interpretation thereof that, in the opinion of the Bank, would make it illegal for the Bank to execute and deliver this Second Amendment; and (iii) no event has occurred which constitutes an Event of Default under the Original Agreement. 4881-4989-8313.5 - 3 -
( d) Bank Representations and Acknowledgements. The Bank hereby represents that, as of the Second Amendment Effective Date, it has no knowledge of any Change in Law that would result in increased costs;
ARTICLE IV. MISCELLANEOUS.
(a) The pa1iies hereto acknowledge and confirm that, from and after the Second Amendment Effective Date, any reference in the Original Agreement or in the other Related Documents to the "Agreement" shall mean and refer to the Original Agreement as amended hereby.
(b) Except as provided herein, the Original Agreement shall remain in full force and effect and unaffected hereby except, as set forth herein, from and after the Second Amendment Effective Date.
( c) This Amendment and the Original Agreement, as amended hereby, shall be subject to Section 7.14 of the Agreement. In case any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired hereby.
( d) This Amendment may be executed in one or more counterparts, each of which taken together shall constitute one original and all of which shall constitute one and the same instrument.
( e) The parties agree that the electronic signature of a paiiy to this Second Amendment shall be as valid as an original signature of such pa1iy and shall be effective to bind such paiiy to this Second Amendment. The parties agree that any electronically signed document (including this Second Amendment) shall be deemed (i) to be "written" or "in writing," (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or "printouts," if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither paiiy shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, "electronic signature" means a manually­ signed original signature that is then transmitted by electronic means; "transmitted by electronic means" means sent in the form of a facsimile or sent via the internet as a "pdf (portable document format) or other replicating image attached to an e-mail message; and, "electronically signed document" means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.
[Remainder of page intentionally left blank; signature pagefollows.] 488 l-4989-8313.5 - 4 -
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered hy theit· respective officers thereunto duly authorized as of the dale first above wri(ten.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name: ·
Tit~ Alp! ·1 irectnr
APPROVED AS TO FORM:

DAVID CHILI
City Attorney of the City and County of San
Francisco
lly:

Name:

Tille:

Mark D. Blake
Deputy City A ttorncy
ACKNOWLEDGED:

By:

Name:

Tille:

Anna Van Degna
Director of Public Pinance of the Cily and
County nF San Francisco
[Signature page 1 of2 to Seco1Hl Amendment lo Reimbursement Agreement (Wastewater Series, Proposllion E), Series A-2 {Tax-Exempt)] IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment 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: Nikolai J. Sklaroff
Title: Capital Finance Director
APPROVED AS TO FORM:

DAVID CHIU
By:

Name:

Title:

ACKNOWLEDGED:

By:

Name:

Title:

Anna Van Degna
Director of Public Finance of the City and
County of San Francisco
[Signature page 1 of2 to Second Amendment to Reimbursement Agreement (Wastewater Series, Proposition E), Series A-2 (Tax-Exempt)] IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

PUBLIC UTJLITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name:

Title:

Nikolai J. Sklaroff
Capital Finance Director
APPROVED AS TO FORM:

DAVID CHIU
City Attorney of the City and County of San
Francisco
By:

Name:

Title:

MarkD. Blake
Deputy City Attorney
ACKNOWLEDGED:

By:

Name: Anna Va egna
Title: Director f Public Finance of the City and
County of San Francisco
[Signature page 1 of2 to Second Amendment to Reimbursement Agreement (Wastewater Series, PropositionE), Series A·2 (Tax-Exempt)] By:

Name:

Title: resident
[Signature page 2 of2 to Second Amendment to Reimbursement Agreement (Wastewater Series, Proposition E), Series A-2 (Tax-Exempt)] (
F
I
J
Bank of America

IRREVOCABLE TRANSFERABLE LETTER OF CREDIT
BANK OF AMERICA, N.A.

U.S. Bank National Association,
as Issuing and Paying Agent
100 Wall Street, Suite 1600
New York, New York 10005
Attention: MMI Operations
Ladies and Gentlemen:
1 FLEET WAY
P A6-580-02-30
SCRANTON,PENNSYLVANIA18507
June 2, 2017
U.S. $163,315,069
No. 68133561
We hereby establish in your favor d paying agent (the "Issuing and Paying Agent") under that certain Issuing and ying Agreement, dated as of May I, 20 I 7 ( as amended, supplemented, restated or o fied from time to time, the "Issuing and Paying Agent Agreement"), between the Commission of the City and County of San Francisco (the "Commission") an in and Paying Agent for the benefit of the holders of the Series A-2 Notes (as her · d) our Irrevocable Transferable Letter of Credit No.68133561 (as amende , restated or otherwise modified from time to time, this "Letter of Credit") for h t of the Commission, whereby we hereby irrevocably authorize you to draw on us fr e, from and after the date hereof to and including the earliest to occur of our close on: (i) June 1, 2020, (as extended from time to time, the "Stated Expiration Date"), (ii) r of the date on which we receive a written certificate from you in the form of Annex D attache 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 confonning Drawing (as defined below) on such date), (iii) the date on which we receive a written certificate from you in the form of Annex G attached hereto that there are no longer any Series A-2 Notes Outstanding within the meaning of the Issuing and Paying Agent Agreement and that you elect to te1minate 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 I (the "Final Drawing Notice") and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored hereunder, and (v) the date on which we honor the Final Acceleration Drawing (the earliest of the foregoing dates herein referred to as the "Termination Date"), a maximum aggregate amount not exceeding $163,315,069 (the "Original Stated Amount") to pay the unpaid principal an10unt of, and accrued interest on, the Commission's Commercial Paper Notes (Wastewater Series, Proposition E) Series A-2 (Tax-Exempt) (the "Series A-2 Notes"), in accordance with the terms hereof (said $163,315,069 having been calculated to be equal to (A) $150,000,000, the maximum aggregate principal amount of the Series A-2 Notes which may be issued pursuant to the Issuing and ll\-17-11,;i,!ri,n&,,,~gent Agreement, plus (B) $13,315,069 which is 270 days' accrued interest on said Bank of America
principal amount of the Series A-2 Notes at the rate of 12% per annum (the "Cap Interest Rate") and assuming a year of 365 days. This credit is available to you against presentation of the following documents (the "Payment Documents") presented to the Bartle 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-2 Notes, (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- 2 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 by your duly authorized officer and dated the date such certificate is presented hereunder and (iii) in the form of Annex C hereto with respect to a payment of the principal of interest due upon acceleration of (x) certain of the Series A-2 Notes 1 with the Issuing and Paying Agent Agreement
Drawing") or (y) all outstanding Series A-2
the Issuing and Paying Agent Agreemen
Drawing") each such completed
"Drawing"). No Drawings shall be ma
for (i) Series A-2 Notes bearing re
its nominee or (ii) Series A-2
Commission ("Ineligible Se-----
"Acceleration
certificate, a
s Letter of Credit
name of the Bank or
by or on behalf of the
All drawings shall be mad
America, N.A., Scranton, at teleco
Department, without further nee
being understood that each P
r sen tion of each Payment Document at Bank of
0) 755-8743, Attention: Standby Letter of Credit
talion, including the original of this Letter of Credit, it nt so submitted is to be the sole operative instrument of rts to give telephonic notice of a drawing to the Bank at ay preceding the day of such drawing (but such notice shall not be nd you shall have no liability for not doing so).
a Drawing. You shall us
(800) 370-7519 on the
a condition to drawi
We agree to hon pay the amount of any Drawing if presented in compliance with all of the terms of this Letter of Credit. If any such Drawing is presented at or prior to 11 :30 A.M., New York time, on a Business Day, payment shall be made, in immediately available funds, by 2:30 P.M., New York time, on the same Business Day. If any such Drawing is presented after 11:30 A.M., New York time, on a Business Day, payment shall be made, in immediately available funds, by 2:30 P.M., New York time, on the next succeeding Business Day. "Business Day" shall mean any day other than (a) a Saturday or Sunday, (b) a day on which banks located in the cities in which the designated office of the Issuing and Paying Agent or the Bank (initially, Scranton, Pennsylvania) is located are required or authorized to close, or (c) a day on which the New York Stock Exchange is required or authorized to close.

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 the Final Acceleration Drawing or a Drawing resulting from the delivery of the Final Drawing 2 Bank of America
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-L,suance Notice"). The Stated Amount under this Letter of Credit will be reduced automatically upon our receipt of Annex H to the amount stated in paragraph 2 therein. Upon our honoring of the Final Acceleration Drawing, the Stated Amount shall be permanently reduced to zero and the Stated Amount shall no longer be reinstated.

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 fom1 of Annex H hereto, (iii) plus the amount of all reinstatements as above provided.

Prior to the Termination Date, we may extend the Stat
at the request of the Commission by delivering to you an form of Annex F hereto designating the date to which the and thereafter all references in this Letter of Credit to t be references to the date designated as such in such not' Date has been extended as herein provided may b
ate from time to time
this Letter of Credit in the
ion Date is being extended,
ration Date shall be deemed to
te to which the Stated Expiration
like manner.

Upon the Te1mination Date this Lgf all automatically terminate.

This Letter of Credit is trans£ b o any ansferee whom has succeeded you as Issuing and Paying Agent under the Issuing a · t Agreement, and may be successively transferred in its entirety. Transfer of the av e under this Letter of Credit to such transferee shall be effected by the presentation sfer Certificate in the form of Annex E attached hereto signed by the transferor a ed by the transferee (each a "Transfer") together with the original Letter of Cred'
Other than t n __ ,,,., ons for communication by facsimile copy, communications with respect to this Letter of shall be addressed to us at Bank of America, N.A., I Fleet Way, PA6- 580-02-30, Scranton, Pennsylvania 18507, 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 ("JSP98"). As to matters not governed by the ISP98, this Letter of Credit shall be governed by and construed in accordance with Article 5 of the Unifo1m 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.
3 ll)-!7-l-rnr,H 05-~llll
Bank of America
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.

BANK OF AMERICA, N.A.

By: ~~~k~LL~/~~:'-\-----
Name: Hermann Scl1Jtterle
Title: Vice President
4 !h-1-,' 1-IX(,I\ 05 ~011
Bank of America

ANNEX A
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT No. 68133561

PRINCIPAL AND INTEREST DRAWING CERTIFICATE

PRIOR TO FINAL DRAWING CERTIFICATE
Bank of America, N.A.

I Fleet Way
PA6-580-02-30
Scranton, Pennsylvania 18507
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:
r of _______ (the The undersigned individual, a duly a
"Beneficiary"), hereby certifies on behalf of
certain Irrevocable Transferable Letter of Credi
"Letter of Credit"), issued by Bank of
a as follows with respect to (i) that
61 dated June 2, 2017 (as amended, the
the "Bank") in favor of the Beneficiary;
ni!tlhe'L,etter of Credit); and (iii) that certain Issuing er of Credit):
(ii) those certain Series A-2 Notes (as d
and Paying Agent Agreement ( as de d

1. The Beneficiary i
under the Issuing and Payin
nd Paying Agent (as defined in the Letter of Credit)

2. ntitled to make this Drawing in the amount of $ _____ _ under the Letter o uant to the Issuing and Paying Agent Agreement, of which $ _____ is be with respect to the payment of principal of maturing Series A-2 Notes, other than lneligi · eries A-2 Notes (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 shall be made to the Issuing and Paying Agent in accordance with the instructions set forth in the Letter of Credit.

6. Payment by the Bank pursuant to this Drawing should be made to:
5 Bank of America
[Name of bank]
ABA No.: _________ _
Account No.: ________ _
Account Name: ________ _
Attention: -----------

7. Upon receipt by the Beneficiary of the amount demanded hereby, (a) the Beneficiary will deposit the same directly into the 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-2 Notes and the interest amount owing on account of the Series A- 2 Notes 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-2 Notes have been presented for payme nd paid by the Beneficiary, the Beneficia1y will cancel such matured Series A-2 Notes.

IN WITNESS WHEREOF, this Certificate has
--------' 20_.
[Title of Authorized Officer]
6 Bank of America~~~
ANNEXB
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT No. 68133561

PRINCIPAL AND INTEREST DRAWING CERTIFICATE

AFTER FINAL DRAWING CERTIFICATE
Bank of America, N.A.

I Fleet Way
PA6-580-02-30
Scranton, Pennsylvania 18507
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:

The undersigned individual, a duly a
"Beneficiary"), hereby certifies on behalf of
certain Irrevocable Transferable Letter of Credi
"Letter of Credit"), issued by Bank of
(ii) those certain Series A-2 Notes (as
and Paying Agent Agreement ( as de
r of _______ (the
as follows with respect to (i) that
61 dated June 2, 2017 ( as amended, the
. (the "Bank") in favor of the Beneficiary;
e etter of Credit); and (iii) that certain Issuing
' ter of Credit):

1. The Beneficiary i nd Paying Agent (as defined in the Letter of Credit) under the Issuing and Payi

3. The Be s entitled to make this Drawing in the amount of$ _____ _ under the pursuant to the Issuing and Paying Agent Agreement, of which $ _____ is being drawn with respect to the payment of principal of Series A-2 Notes maturing on or after the Final Drawing Notice, other than Ineligible Series A-2 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 fifteenth (15th) calendar day after receipt by the Beneficiary of the Final Drawing Notice. 7 Bank of America

7. Payment by the Bank pursuant to this Drawing shall be made to the Issuing and Paying Agent in accordance with the instructions set forth in the Letter of Credit.

8. Payment by the Bank pursuant to this Drawing should be made to:
[Name of bank]
ABA No.: _________ _
Account No.: ----------Account Name: ---------Attention: -----------

9. Upon receipt by the Beneficiary of the amount demanded hereby, (a) the Beneficiary will deposit the same directly into the Debt Service Account maintained by the Beneficiary pursuant to the Issuing and Paying Agent Agreement and apply the same direc to the payment when due of the principal amount of Series A-2 Notes and the interest amoun account of the Series A- 2 Notes pursuant to the Issuing and Paying Agent Agreement of said amount will be applied by the Beneficiary for any other purpose, ( c) no po mount will be commingled with other funds held by the Beneficiary, except for oth under the Letter of Credit, and ( d) when such Series A-2 Notes have been presen t and paid by the Beneficiary, the Beneficiary will cancel such matured Series A-2 No
IN WITNESS WHEREOF, been executed this __ day of
_________ ,20_.
as Issuing and Paying Agent
By ______________ _
[Title of Authorized Officer]
8 Bank of America
ANNEXC
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO. 68133561

PRINCIPAL AND INTEREST DRAWING CERTIFICATE

UPON ACCELERATION
Bank of America, N.A.
1 Fleet Way
PA6-580-02-30
Scranton, Pennsylvania 18507
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:

The undersigned individual, a duly a
"Benejicia,y "), hereby certifies on behalf of
certain Irrevocable Transferable Letter of Credi
"Lefler of Credit"), issued by Bank of
(ii) those certain Series A-2 Notes (as d
and Paying Agent Agreement ( as de
of _______ (the
iary as follows with respect to (i) that
61 dated June 2, 2017 ( as amended, the
. (the "Bank") in favor of the Beneficiary;
e etter of Credit); and (iii) that certain Issuing
er of Credit):

1. The Beneficiary ·
under the Issuing and Payi
d Paying Agent (as defined in the Letter of Credit)
ent.

2. respect to a paymen
2 Notes, which payme
· g Agent is making this Drawing under the Letter of Credit with c al of and interest due upon acceleration of certain of the Series A-

3. The amount of this Drawing is equal to $ _____ with $ _____ being drawn in respect of the payment of principal upon acceleration of such Series A-2 Notes and$ -----representing __ days' interest accrued through the date of acceleration of such Series A-2 Notes.

Such amounts were computed in compliance with the terms and conditions of the Series A-2 Notes and the Issuing and Paying Agent Agreement. The amount of this Drawing does not exceed the Stated Amount of the Letter of Credit. The amount requested for payment hereunder has not been and is not the subject of a prior or contemporaneous request for payment under the Letter of Credit.

4. The Series A-2 Notes were authenticated and delivered by us (or a predecessor Issuing and Paying Agent) pursuant to authority under the Issuing and Paying Agent Agreement.

5. Upon receipt by the Issuing and Paying Agent of the amount demanded hereby, (a) the Issuing and Paying Agent will deposit the same directly into the Debt Service Account maintained 9 Bank of America~~
by the Issuing and Paying Agent pursuant to the Issuing and Paying Agent Agreement and apply the same directly to the payment of the principal upon acceleration of such Series A-2 Notes and the interest accrued thereon through the date of acceleration of such Series A-2 Notes pursuant to the Issuing and Paying Agent Agreement, (b) no portion of said amount will be applied by the Issuing and Paying Agent for any other purpose, (c) no pmiion of said amount will be commingled with other funds held by the Issuing and Paying Agent, except for other funds drawn under the Letter of Credit, and (d) when such Series A-2 Notes have been presented for payment and paid by the Issuing and Paying Agent, the Issuing and Paying Agent will cancel such accelerated Series A-2 Notes.

6. Payment by the Bank pursuant to this Drawing should be made to:
(Name of bank]
ABA No.: _________ _
Account No.: -------~ Account Name: ------
Attention: -------;

7. [Insert in connection with the acceleratio
Final Acceleration Drawing is presented in connecti
Series A-2 Notes and is the Final Acceleration Dr
IN WITNESS WHEREOF, this
_________ ,20_.
nding Series A-2 Notes: This
acceleration of all outstanding
e under the Letter of Credit.]
been executed this __ day of
as Issuing and Paying Agent
By ______________ _
[Title of Authorized Officer]
10 Bank of America
ANNEXD
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO. 68133561

CERTIFICATE REGARDING ALTERNATE FACILITY
Bank of America, N.A.

I Fleet Way
PA6-580-02-30
Scranton, Pennsylvania 18507
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:

The undersigned individual, a duly authori
"Beneficiary"), hereby certifies on behalf of the Be
certain Irrevocable Transferable Letter of Credit
"Letter of Credit"), issued by Bank of Amer·
(ii) those certain Series A-2 Notes (as defined
and Paying Agent Agreement ( as defined · L
(the
ollows with respect to (i) that
ted June 2, 2017 (as amended, the
'Bank") in favor of the Beneficiary;
of Credit); and (iii) that certain Issuing
redit):

I. The Beneficiary is the
under the Issuing and Paying Ag
ying Agent (as defined in the Letter of Credit)

2. The condition
Issuing and Paying Age
connection therewith

3. accepted by the Issuing
"Substitution Date").
the acceptance of an Alternate Facility set forth in the men! have been satisfied and all Drawings, if any, made in nored by the Bank.
lity in full and complete substitution for the Letter of Credit has been aying Agent and is or will be in effect as of ______ , 20_ (the

4. 111ere will be no further Drawings requested from the Bank under the Letter of Credit after the Substitution Date.

5. Upon receipt by the Bank of this Cettificate, the Letter of Credit will terminate with respect to all outstanding Series A-2 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. 11 Bank of America
IN WITNESS WHEREOF, this Certificate has been executed this day of as Issuing and Paying Agent
By _____________ _
(Title of Authorized Officer]
12 Bank of America
ANNEXE
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT No. 68133561

TRANSFER CERTIFICATE
Bank of America, N.A.

I Fleet Way
PA6-580-02-30
Scranton, Pe1msylvania 18507
Attention: Standby Letter of Credit Department
Re: Irrevocable Transferable Letter of Credit No. 6
We, the undersigned "Transferor", hereby irr
under the above referenced Letter of Credit ( as amend

NAME OFT
[Date)
er all of our rights to draw
er of Credit") in its entirety to:

Print Name a dress of the Transferee) "Transferee"
(the "Transferee") the Transferor with respect to the above-referenced Letter of Credit, including th raw under said Letter of Credit in the amount of the full unutilized balance thereof. Said feree has succeeded the Transferor as Issuing and Paying Agent under that certain Issuing and Paying Agent Agreement, dated as of July I, 2012 (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 National Association as the initial Issuing and Paying Agent with respect to the Commission's Commercial Paper Notes (Wastewater Series, Proposition E) Series A-2 (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 increases or extensions or otherwise. All an1endments are to be advised directly to the Transferee without necessity of any consent of or notice to the Transferor. 13 Bank of America
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 te1ms of the Issuing and Paying Agent Agreement as if it were 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.

AUTHENTICATED BY:

Acknowledged by
Very truly yours,
[Insert Name oflssuing and Paying Agent],
as Issuing and Paying Agent
authorized officer]

HE ABOVE OFFICER,

ZED TO ACTON
[insert name of
d Paying Agent],
Name: _____________ _
Title: _____________ _
[insert name ofTransfere
as Transferee and su · g and Paying Agent
By: ______ ~"""'-----
Name: -----------Title: -----------

SIGNATURE OF THE ABOVE OFFICER

DULY AUTHORIZED TO ACT ON BEHALF
OF [insert name of Transferee], AUTHENTICATED BY:

By: __________ _
Name: -----------Title: -----------
14 Bank of America
ANNEXF
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT No. 68133561

NOTICE OF EXTENSION
[ISSUING AND PA YING AGENT]
Attention: ___________ _
Ladies and Gentlemen:

Reference is hereby made to that certain
No. 68133561 dated June 2, 2017 (as amended,
favor as Beneficiary. We hereby notify you
Credit, the Stated Expiration Date (as
ransferable Letter of Credit
red it"), established by us in your
ance with the terms of the Letter of
Letter of Credit) has been extended to
This letter shall be attach f Credit and made a part thereof.

BANK OF AMERICA, N.A.

By: ----------------Name: --------------
Title: --------------
15 Bank of America
ANNEXG
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT No. 68133561
CERTIFICATE REGARDING No OUTSTANDING NOTES
Bank of America, N .A.
1 Fleet Way
PA6-580-02-30
Scranton, Pennsylvania 18507
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:

The undersigned, a duly authorized officer of
name of Issuing and Paying Agent] (the "Beneficiary':
(the "Bank"), with reference to that certain Ir
No. 6813356! dated June 2, 2017 (as amended,
not otherwise defined herein shall have the n
the Bank in favor of the Beneficiary as foll ws:
:,;z_ ______ [insert
fies Bank of America, N .A.
lfansferable Letter of Credit
redit "; terms defined therein and
rth in the Letter of Credit) issued by
l . The Beneficiary is the I
Agent Agreement for the holders o
Paying Agent under the Issuing and Paying
Notes.

2. Alternate Facility is in
Agreement, nor does the
Issuing and Paying
than Series A-2 Notes with respect to which an
outstanding under the Issuing and Paying Agent
sion intend to issue any additional Series A-2 Notes under the ent.

3. no further Drawings requested from the Bank under the Letter of Credit, and the Benefic1 1ereby 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. 16 11)-17-1-1:-(r,ll 05-20!!
Bank of America
IN WITNESS WHEREOF, the Issuing and Paying Agent has executed and delivered this Certificate as of this ___ day of _____ _
17 [INSERT NAME OF ISSUING AND PA YING AGENT],
as Issuing and Paying Agent
By ______________ _
Name: _____________ _
Title: --------------
Bank of America
ANNEX ff
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT No. 68133561

NOTICE OF REDUCTION
Bank of America, N.A.

I Fleet Way
PA6-580-02-30
Scranton, Pennsylvania 18507
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:

The undersigned, a duly authorized officer of
name of Issuing and Paying Agent] (the "Beneficiary"
(the "Bank"), with reference to that certain I
No. 68133561 dated June 2, 2017 (as amended, t
not otherwise defined herein shall have the m
the Bank in favor of the Beneficiary as follows.
[insert
1es Bank of America, N.A.
nsferable Letter of Credit
edit"; terms defined therein and
in the Letter of Credit) issued by
I. The Beneficiary is the I
Agent Agreement for the holders o
ying Agent under the Issuing and Paying
Notes.

2. $ ____ _
interest), effective on
etter of Credit will be decreased by the amount of
le to principal and $_____ applicable to
~- (the "Decrease Date").

3. The mount of the Letter of Credit is $ ______ , of which $_____ to principal and $.--,-______ is applicable to interest, which amounts are not less th e outstanding principal amount of Series A-2 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 365 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. 18 Bank of America
IN WITNESS WHEREOF, the Issuing and Paying Agent has executed and delivered this Certificate as of this ___ day of _______ _
[INSERT NAME OF ISSUING AND PA YING AGENT),
as Issuing and Paying Agent
By _____________ _
Name: _____________ _
Title:
19 Bank of America

ANNEX I
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT No. 68133561

FINAL DRAWING NOTICE
[DATE]
[ISSUING AND PAYING AGENT]
Attention: ____________ _
Ladies and Gentlemen:

Reference is hereby made to that ce
No. 68133561 dated June 2, 2017 (as amen
and not otherwise defined herein shall
established by us in your favor as lssuin
Please be advised that:
le Transferable Letter of Credit
r of Credit;"; terms defined therein
ings set forth in the Letter of Credit),
gent.

I. An Event o
dated as of June I, 2017
City and County of
occurred and is con
and as defined in the Reimbursement Agreement,
ndersigned and the Public Utilities Commission of the
pursuant to which the Letter of Credit was issued, has

2. ed instructs the Issuing and Paying Agent, effective upon receipt of this Final Drawing Notice, to cease issuing Series A-2 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 wider the Letter of Credit to provide for the payment of Series A-2 Notes issued in accordance with the Issuing and Paying Agent Agreement which are outstanding and are maturing 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 (I 5th) calendar day after the date of receipt by the Issuing and Paying Agent of 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. 20 21

By:
+
.

Name
Title
BANK OF AMERICA, N.A.

Bankof A
= @ = & 3

Bank of America
21 BANK OF AMERICA, N.A.

By: _____________ _
Name:-------------~
Title: --------------
Bank of America ~:;;;r
(ISSUING AND PA YING AGENT]
Attention:

Ladies and Gentlemen:

ANNEXJ
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT No. 68133561
No-ISSUANCE NOTICE
[DATE]
Reference is hereby made to that ce
No. 68133561 dated June 2, 2017 (as amend
and not otherwise defined herein shall
established by us in your favor as Issuin
le Transferable Letter of Credit
r of Credit;"; tenns defined therein
ings set forth in the Letter of Credit),
Please be advised that:

I.

Agreement,
Commission of the Ci
issued, has occurre
efault under and as defined in the Reimbursement
, 2 , between the undersigned and the Public Utilities
ty of San Francisco, pursuant to which the Letter of Credit was 2, Subject following sentence, you shall cease authenticating and issuing Series A-2 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 2:00 p.m., New York City time, on a Business Day, you shall cease authenticating Series A-2 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-2 Notes 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-2 Notes authenticated and issued prior to your receipt of this No-Issuance Notice ( or, as provided in paragraph 2 above, authenticated and issued on the same Business Day that you receive this No-Issuance Notice.
22 Bank of America ~

BANK OF AMERICA, N.A,
By:

Name:

Title:

irri:

23 -1F-F4SOB US-20F1
Bank of America
BANK OF AMERICA, N.A.

By: _____________ _
Name: --------------Title: --------------
23 1):>-1 !-l-L%B IJ>-.:01 I
Bank of America
[ISSUING AND PA YING AGENT]
ANNEXK
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT No. 68133561

NOTICE OF REIMBURSEMENT
[DATE]
Attention: ____________ _
Ladies and Gentlemen:

Reference is hereby made to that ce
No. 68133561 dated June 2, 2017 (as amend
and not otherwise defined herein shall
established by us in your favor as Issui
le Transferable Letter of Credit
r of Credit;"; terms defined therein
ings set forth in the Letter of Credit),
gent.

Please be advised that:

I.
amount drawn and hono
of the Letter of Cr
$ ____ _
effective as of
ursed by or on behalf of the Commission for an
under the Letter of Credit and that the Stated Amount
e increased by the amount of $ ______ , of which
to principal and $ _____ is applicable to interest,
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.

BANK OF AMERICA, N.A.

By: _____________ _
Name: ---------------Title: ---------------
24 o_; 17-1-\Sll!l U_i._'.11I i

BANK OF AMERICA
Date: APRIL 21, 2023
BANK OF AMERICA, N.A.

ONE FLEET WAY
PAG-580-02-30
SCRANTON, PA 18507-1999

NOTICE OF EXTENSION
TO
BANK OF AMERICA, N.A,

LETTER OF CREDIT
NO. 68133561
Commercial Paper- (Wastewater Series, Proposition E) Series A-2 (Tax­ Exempt)
U.S. BANK NATIONAL ASSOCIATION

AS ISSUING AND PAYING AGENT
100 WALL STREET, SUITE 1600
NEW YORK, NEW YORK 10005
Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. 68133561 dated June 02, 2017 (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 and that certain Reimbursement Agreement dated as of June 1, 2017 between the Public Utilities Commission of the City and County of San Francisco ( the "Commission") and us, the stated Expiration Date (as defined in the Letter of Credit) has been extended to April 24, 2026.

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

BANK OF AMERICA, N.A.

By,
Name: Michael
Its,\Uce..1'.l::e.:3.J.l'l";Pl:.----
SAN FRANCISCO PUBLIC UTlLITIES COMMISSION BANK NOTE
(WASTEWATER SERIES, PROPOSITION E) BANK OF AMERICA, N.A.

June 2, 2017 San Francisco, California
$163,315,069
For value received, PUBLIC UTlLITlES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the "Commission") promises to pay to the order of BANK OF AMERICA N.A. (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 One Hundred Sixty Three Million Three Hundred Fifteen Thousand Sixty Nine Dollars ($163,315,069) or, if less, the aggregate outstanding principal amount of the Reimbursement Obligations from time to time owing to the Bank pursuant to the Reimbursement Agreement, dated as of June 1, 2017, between the Commission and the Bank (as amen d and supplemented from time to time, the "Agreement"), on the dates and in the amounts provide , in the Agreement.

The Commission promises to pay interest on the
Reimbursement Obligations on the dates and at the rate
payments of principal and interest must be made in la
cipal amount of such
in the Agreement. All
·e United States of America
not otherwise defined herein in immediately available funds. All capitalized terms us have the meanings specified in the Agreement.

This Bank Note is the Bank Note refi greement and is entitled to the benefits thereof and of the other Basic Document erred t erein. As provided in the Agreement, this Bank Note is subject to prepayment in ole o in part. In case an Event of Default occurs and is continuing, the principal of ace · est on this Bank Note may be declared due and payable in the manner and with th ro ided in the Agreement.

The Bank agrees,
Note, it will make a n
evidenced hereby an
which interest hereo
notation will not limit or
to payments of principal o
f this Bank Note, that, before disposing of this Bank
e schedule attached hereto of all Reimbursement Obligations payments and prepayments made hereunder and of the date to paid; provided, however, that the failure to make any such · se affect the obligation of the Commission hereunder with respect 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 Pledged Revenues. This Bank Note constitutes a valid and binding obligation of the Commission issued under the Issuing and Paying Agent Agreement and is secured by, and payable from, the Pledged Revenues and from the proceeds of subsequent borrowings by the Commission, including but not limited to additional or rollover Commercial Paper 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.
1 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. [SIGNATURE PAGE TO FOLLOW]
2 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 instnnnent under seal by its duly authorized officer on the date and in the year first above written.

Approved as to Form:

DENNIS J. HERRERA
City Attorney of the City and
County of San Francisco
By:_-'l:-::c#-~1,-:;+r--­
Name:

Title:

ACKNOWLEDGED:
3 PUBLIC UTILITIES COMMISSION OF THE CITY

AND COUNTY OF SAN FRANCISCO

TRANSACTIONS ON BANK NOTE
. Principal Date to
Amount of Amount of Which Notation
Date Reimbursement Principal Paid Interest Paid Made By Obligation

TRANSACTIONS ON BANK NOTE
Principal
Amount of
Reimbursement
Obligation
Amount of
Principal Paid
4 Date to
Which
Interest Paid
Notation
Made By
4901-4214-8980.6

NP DRAFT 11/22

THIRD AMENDMENT TO

REIMBURSEMENT AGREEMENT

BETWEEN

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO
AND
BANK OF AMERICA, N.A.

DATED JANUARY [__], 2026
Relating to:
$150,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
SERIES A-2 (TAX-EXEMPT)
4901-4214-8980.6

THIRD AMENDMENT TO REIMBURSEMENT AGREEMENT
This THIRD AMENDMENT TO REIMBURSEMENT AGREEMENT (this “ Third Amendment”), is made and entered into on Januar y [__], 2026 between PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) and BANK OF AMERICA, N.A. (the “Bank”).

WITNESSETH
WHEREAS, the Commission and the Bank have previously entered into the Reimbursement Agreement, date d as of June 1, 2017 (the “ Original Agreement ”), and a Fee Agreement, dated June 1, 2017 (the “ 2017 Fee Agreement ”), pursuant to which the Bank previously agreed to provide support for the payment of and interest on the on the Commission’s Commercial Paper Notes (Wastewater Series), Series A-2 (Tax-Exempt) (the “Notes”) by issuing a letter of credit; and
WHEREAS, the Commission and the Bank entered into that certain First Amendment to Reimbursement Agreement, dated as of April 24, 2020 (the “First Amendment”) and an Amended and Restated Fee Agreement dated April 24, 2020 (the “ 2020 Fee Agreement ”) (replacing the 2017 Fee Agreement), pursuant to which the Stat ed Expiration Date was extended from June 1, 2020 to April 24, 2023; and
WHEREAS, the Commission and the Bank (i) entered into that certain Second Amendment to Reimbursement Agreement, dated as of April 21, 2023 (the “Second Amendment,” and together with the First Amendment and the Original Agreement, the “Amended Agreement”), pursuant to which the Stated Expiration Date was extend ed from April 24, 2023 to April 24, 2026, and (ii) executed a new amended and restated fee agr eement (replacing the 2 020 Fee Agreement) to document certain pricing changes (the “2023 Fee Agreement”); and WHEREAS, the Commission and the Bank now de sire to, among other things, (i) extend the Stated Expiration Date of the Letter of Credit April 24, 2026 to [ __, 2030], pursuant to this Third Amendment, (ii) make certain additional amendments to the Amended Agreement, and (iii) execute a new amended and restated fee ag reement to replace the 2023 Fee Agreement to document certain pricing changes (the “Amended and Restated Fee Agreement”); and NOW, THEREFORE, in consid eration of the foregoing, the premises and mutual covenants contained herein and for other valuable consideration, the rece ipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I. INTENTION OF PARTIES, AGREEMENT PROVISIONS.

The Commission and the Bank have entered in to this Third Amendment pursuant to Section 2.12 and Section 7.1 of the Amended Agreement and th e Amended and Restated Fee Agreement to, among other things, extend the Stat ed Expiration Date and amend other terms set forth in the Amended Agreement, to reflect the delivery of the Amended and Restated Fee Agreement to replace the 2023 Fee Agreement. The terms of the Amended Agreement, as amended by this Third Amendment (as so amended, the “Agreement”), shall govern the rights and 4901-4214-8980.6

- 2 -

obligations of the Commission, and the Bank in connection with the transactions contemplated by the Agreement.

ARTICLE II. AMENDMENTS. The Amended Agreement is hereby amended as follows:
(a) All references in the Amende d Agreement to “U.S. Bank National Association” are hereby deleted and repla ced with “U.S. Bank Trust Company, National Association”.
(b) The definition of “Fee Agreemen t” in Section 1.1 of the Amended Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
“ ‘Amended and Restated Fee Agreemen t’ means that certain Amended and Restated Fee Agreement dated the Third Amen dment Effective 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.”
(c) The definition of “Ordinance” in Se ction 1.1 of the Amended Agreement is hereby deleted.
(d) The definition of “Program Size” in Section 1.1 of the Amended Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
“ ‘Program Size’ means $150,000,000.”
(e) The definition of “R eduction Amount” in Sect ion 1.1 of the Amended Agreement is hereby deleted.
(f) The definition of “Res olutions” in Section 1.1 of the Amended Agreement is hereby deleted in its entirety and replaced with the following:
“ ‘Resolutions’ means, collectivel y, Resolution No. 06-0164 approved by the Commission on September 26, 2006, Resolution No. 11-0197, approved by the Commission on December 13, 2011, Resolution No. 14-0139, approved by the Commission on August 26, 2014, Resolution No. 17-0086 approved by the Commission on April 25, 2017, Resolution No. 24-0193 approved by the Commission on September 10, 2024, Resolution No. [____] approved by the Commission on October 28, 2025, and Resolution No. [____] approved by the Commission on [____].”
(g) The following defined terms shall be added to Section 1.1 of the Amended Agreement and shall be inserted in alphabetical order:
“City Legislation” means, collectively, 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 No. 270-06, adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006 to establis h a procedure for the issuance of 4901-4214-8980.6

- 3 -

commercial paper notes, Ordinance No. 266-06 adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006, Ordinance No. 91-12 adopted by the Board on May 8, 2012 and signed by the Mayor on May 14, 2012, Resolution No. 378-14, adopt ed by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014, Resolution No. 193-17, adopted by the Board on May 23, 2017, and signed by the Mayor on May 26, 2017 , and Ordinance No 269-24, adopted by the Board on November 19, 2024, and signed by the Mayor on November 25, 2024. All references in this Agreement to “Ordinance” are hereby deleted and replaced with “City Legislation.” “Parity Loans” means the obligations so defined in the Wastewater Bonds Indenture. All references in this Agreem ent to “Parity State Loan(s)” are hereby deleted and replaced with “Parity Loan(s).”
“Third Amendment ” means that certain Third Amendment to Reimbursement Agreement, dated as of January [__], 2026, between the Commission and the Bank.”
“Third Amendment Effective Date” means January [__], 2026.” (h) Section 2.18(c) (“Reduction in Program Size”) of the Amended Agreement is hereby deleted in its entirety and replaced with the following: “Reserved.” (i) The last sentence of Section 5.1(o) (“Pledge of Available Wastewater Enterprise Revenues”) of the Amended Agreement is hereby deleted in its entirety and replaced with the following: “The Co mmission will not issue Debt by or payable from the Wastewater Enterprise Revenues on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Agreement under the Bank Note other than Senior Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture, Parity Loans and Subordinat ed Wastewater Bonds issued pursuant to a Subordinated Wastewater Bonds indenture.” (j) Section 5.1(p)(ii) (“Senior Debt”) of the Amended Agreement is hereby deleted in its entirety and replaced with the following:
“(ii) (Senior Debt).
(A) To the fullest extent permitted by law, the Commission shall establish, fix and prescribe, prior to the commencement of each Fiscal Year, rates, fees and charges in connection with the sanitary waste and storm water collection, treatment and disposal services and facilities furnished by the Enterprise so as to yield Revenues at least sufficient, after making reasonable allowances for contingencies and error in the estimates to pay the following amounts:
(1) The interest on and principal of the Bonds (as such term is defined in the Wastewater Bonds Indenture) as they become due and payable (but not including any interest moneys for the payment of which ha ve been deposited in the Interest Fund from the proceeds of any series of Bonds or from any other source). 4901-4214-8980.6

- 4 -

(2) All ot her payments required for compliance with the terms of the Wastewater Bonds Indenture and of any Supplemental Indenture (as defined in the Wastewater Bonds Indenture) providing for the issuance of additional seri es of Bonds pursuant to Article III of the Wastewater Bonds Indenture.
(3) All other payments to meet any other obligations of the Commission which are charges, liens or encumbrances upon, or payable from, the Revenues. (4) All current Operation and Maintenance Costs of the Enterprise (but not including such Operation and Maintenance Costs of the Enterprise as are scheduled to be paid by the Commission from moneys other than Re venues, such moneys to be clearly available for such purpose).
(B) In addition to the requirements in subsection (A), to the fullest extent permitted by law, the Commission shall establish, fix and prescribe, prior to the commencement of each Fiscal Year, rates, fees and charges in connection with the sanitary waste and storm water collection, treatm ent and disposal services a nd facilities furnished by the Enterprise, which are reasonably expected to be at least sufficient to yield during such Fiscal Year Net Revenues (as such term is defined in the Wastewater Bonds Indenture) (together with any fund balances of the Commission, which are available for Debt Service, but excluding the Bond Reserve Fund) equal to at least 1.25 times Annual Debt Service payable in such Fiscal Year. (C) The Commission may make adjustments from time to time in such rates, fees and charges and may make such classification thereof as it deems necessary, but shall not reduce such rates, fees and charges below those then in effect unless the Revenues resulting after such reduced rates are put into effect wi ll at all times be suff icient to meet the requirements of this Section.
(D) So long as the Commission has complied with its obligations described in clause (A) and clause (B) of this Section 5.1(p)(ii), the failure to yield the amount of Revenues as set forth in clause (A) of this Section 5.1( p)(ii), or the failur e of Net Revenues to equal 1.25 times Annual Debt Service as set forth in clause (B) of this Section 5.1(p)(ii) at the end of a Fiscal Year, shall not cons titute a default or an Event of Default hereunder so long as the Commission has complied with clause (A) and cl ause (B) of this Section 5.1(p)(ii) at the commencement of the succeeding Fiscal Year.”
(k) Section 5.1(p)(iii) (“Subordinate De bt”) of the Ame nded Agreement is deleted in its entirety.
(l) Section 5.2(d) (“Total Outstanding ”) of the Amended Agreement is amended by replacing “$750,000,000” with “$1,250,000,000”. (m) Section 5.2(f) of the Amended Agreem ent is deleted in its entirety and replaced with the following:
“Issue Debt. (1) Issue any Wastewater Enterprise Debt unless:
4901-4214-8980.6

- 5 -

(i) such Wastewater Enterprise Debt w ill not exceed at any time any limitation set forth in the Constitution or othe r laws of the State, the Charter, the Ordinance, the Resolutions, any other resolutions adopted by the Commission, the Wastewater Bonds Indenture or any supplement thereto or the Issuing and Paying Agent Agreement; (ii) for any Wastewater Enterprise Debt, both (x) the actual revenues of the Wastewater Enterprise for the most recently completed Fiscal Year and (y) projected revenues for the next three Fiscal Ye ars following the issuance of such additional Wastewater Enterprise Debt are or will be sufficie nt to satisfy the covenant set forth in Section

5.1(p) hereof;
(iii) the Commission shall not issue any Senior State Loans; (iv) if su ch Wastewater Enterprise Debt consists of Senior Lien Wastewater Bonds, (1) the ratio of (A) Net Revenue s for the most recent Fiscal Year for which audited financial statements are available, or any consecutive twelve calendar month period during the eighteen calendar month period prior to the issuance of such additional Senior Lien Wastewater Bonds to (B) Annual Debt Service for the current Fiscal Year, calculated as of the date of sale of, and including such additional Senior Lien Wastewa ter Bonds will not be less than 1.25:1; or (2) the ratio of (A) Net Revenues projected by the Commission for each of the next three Fiscal Years as determined in Section 3.05(f)(i) of the Waste water Bonds Indenture, and including in such projections amounts projected to be received from any adopted rate increases and fund balances of the Commission which are projected to be available for the payment of Debt Service (but excluding the Bond Reserve Fund), to (B) Annual Debt Service in each of such three Fiscal Years, calculated as of the date of sale of and includi ng such additional Senior Lien Wastewater Bonds, will not be less than 1.25:1 in each of such Fiscal Years. (v) Reserved.
(vi) if such Wastewater Enterprise Debt consists of additional Parity Loans, no Event of Default has occurred and is continuing under the Wastewater Bonds Indenture or any Supplemental Indenture (as defined in the Wastewater Bonds Indenture) (and no event has occurred which, but for the passage of time or the giving of notice, would constitute an Event of Default under the Wastewater Bonds Indentur e or any Supplemental Indenture) and the Commission has delivered a Certificate to the Tr ustee (which the Commission shall also use its best efforts to address such certif icate to the Bank) setting forth fo r the next three Fiscal Years, determined on such date, (i) the Wastewater En terprise Revenues, Operation and Maintenance Costs of the Wastewater Enterprise and Net Revenues and (ii) the Annual Debt Service (assuming the delivery of the Parity Loans), and demonstr ating that the estimated Net Revenues (together with any fund balances of the Commission, which are available for Debt Service, but excluding the Bond Reserve Fund), in each of such Fiscal Years is at least equa l to 1.25 times the Annual Debt Service in each of such Fiscal Years;
(vii) if su ch Wastewater Enterprise Debt consists of Commercial Paper Notes or Parity Notes, the aggregate principal amount of such Commercial Paper Notes and 4901-4214-8980.6

- 6 -

Parity Notes and any amounts outstanding under th e Bank Note and any bank notes related to Parity Notes outstanding does not exceed $1,250,000,000; (viii) the issuance of Parity Debt will not result in the creation of a Lien on the Pledged Revenues that is senior to the Lien securing the Commercial Paper Notes or the obligations under the Agreement, the Amende d and Restated Fee Agreement, and the Bank Note;
(ix) no De fault or Event of Default sh all have occurred and be continuing hereunder as a result thereof; and
(x) any Parity Debt shall be issued in compliance with Section 5.07 of the Issuing and Paying Agent Agreement; and in connection with the issuance of any additional Parity Debt, the Commission will provide the Bank certificates demonstrating compliance with the requirements set forth in Section 5.07 of the Issuing and Paying Agent Agreement. (2) The Commission will not issue Debt secured by or payable from the Wastewater Enterprise Revenues on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Letter and the Revolving Note, and th e Term Note other than Parity Loans, Senior Lien Wastewater Bonds and Subordinated Wastewater Bonds.” (n) The “City Requirements” set forth in Exhibit D of the Amended Agreement are hereby deleted in their entirety and replaced with the “City Requirements” set forth in Exhibit B hereto.
(o) The “List of Qualified Dealers” set forth in Exhibit E of the Amended Agreement is hereby deleted in its entirety and re placed with the “List of Qualified Dealers” set forth in Exhibit C hereto.
(p) Section 7.2(a) of the Amended Agr eement is deleted in its entirety and replaced with the following:
“if to the Commission:

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

with copies to (as it relates to notices and invoices):
4901-4214-8980.6

- 7 -

City and County of San Francisco
Public Utilities Commission
Attention: Capital Finance Director
525 Golden Gate Avenue, 4th Floor
San Francisco, California 94102
[email protected]”
ARTICLE III. CONDITIONS TO DELIVERY OF THIS THIRD AMENDMENT.

The amendments to the Amended Agreement provided for in Article II hereof shall become effective on the Third Amendment Effective Date; provided that each of the following conditions shall be fulfilled to the satisfaction of the Bank:
(a) Documentation:
(i) An executed counterpart of this Th ird Amendment and the Amended and Restated Fee Agreement, each signed by the Commission and the Bank; (ii) The Commission shall have paid or made arrangements for payment of all costs and expenses incurred by the Bank in connection with this transaction, including without limitati on reasonable attorn ey’s fees; provided, that the Commission shall pay the Bank’s attorney’s fees of $20,000 no later than 30 days following its receipt of an invoice from such counsel; and (iii) All other legal matters pertaining to the execution and delivery of this Third Amendment shall be satisfactory to the Bank and the execution and delivery hereof by the Bank shall constitute conc lusive evidence that all such legal matters have been completed to the satisfaction of the Bank. (b) Amendment of the Letter of Credit. No later than the Third Amendment Effective Date, the Bank shall execute and deliver to the Trustee a certificate in the form of Annex J to the Letter of Credit (a form of which is attached hereto as Exhibit A) extending the Stated Expiration Date to ________, 2030.
(c) Representations and Warranties True.
(i) The representations and warranties of the Commission contained in Article 4 of the Amended Agreement and in this Third Amendment shall be true and correct with the same effect as though made on and as of the Third Amendment Effective Date, except to th e extent a represen tation or warranty relates specifically to an earlier date (in which case, such representation and warranty shall be true and correct as of such date) and except that the representations in Secti on 4.6 of the Amended Ag reement refers to the Commission’s [2024] financial statemen ts (instead of the 2016 financial statements) which have been previous ly provided to the Bank and the word nationally shall hereinafter be deemed to have been deleted from Section 4.6. 4901-4214-8980.6

- 8 -

(ii) In addition to the foregoing representations, the Commission hereby represents and warrants as follows:
(A) The execution, delivery and performance by the
Commission of this Third Amendment are within its powers, have been duly authorized by all necessary actions and do not contravene any law or any contractual restriction binding on the Commission;
(B) No further authorization, a pproval or other action by, and no notice or filing, is required for the due execution, delivery and performance by the Commission of this Third Amendment that has not been received as of the Third Amendment Effective Date; and
(C) The Commission has provided, or will cause to have
provided, written notice of this Third Amendment to the Issuing and Paying Agent, the Dealers and the Rating Agencies.
(d) Absence of Certain Events. (i) On or prior to the Third Amendment Effective Date, there shall not have occurred any material adve rse change in the affa irs, condition and/or operations, financial or otherwise, of the Commission since the date of the Commission’s fiscal year ended 2024 audited financial st atements; (ii) on or prior to the Third Amendment Effective Date, no change shall have occurred in any law, rule or regulation or in any interpretation thereo f that, in the opinion of the Ba nk, would make it illegal for the Bank to execute and deliver this Third Amendment; and (iii) no event has occurred which constitutes an Event of Default under the Amended Agreement. (e) Bank Representations and Acknowledgement s. The Bank hereby represents that, as of the Third Amendment Effective Date, it has no knowledge of any Change in Law that would result in increased costs.

ARTICLE IV. MISCELLANEOUS.
(a) The parties hereto acknowledge and c onfirm that, from and after the Third Amendment Effective Date, any reference in th e Amended Agreement or in the other Related Documents to the “Agreement” shall mean and refer to the Amended Agreement as amended hereby.
(b) Except as provided herein, the Amended Agreement shall remain in full force and effect and unaffected hereby except, as set fo rth herein, from and afte r the Third Amendment Effective Date.
(c) This Amendment and the Amended Agreem ent, as amended hereby, shall be subject to Section 7.14 of the Agreement. In ca se any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining pr ovisions contained herein shall not in any way be affected or impaired hereby.
4901-4214-8980.6

- 9 -

(d) This Amendment may be executed in one or more counterparts, each of which taken together shall constitute one original and all of which shall constitute one and the same instrument. (e) The parties agree that the electronic signa ture of a party to this Third Amendment shall be as valid as an original signature of such party and shall be effective to bind such party to this Third Amendment. The parties agree that any electronically signed document (including this Third Amendment) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and mainta ined in the ordinary course of business and an original written record when printed from electroni c files. Such paper copi es or “printouts,” if introduced as evidence in any judicial, arbitral , mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of el ectronically signed documents on the basis of the best evidence rule or as not satisfying the business records ex ception to the hearsay rule. For purposes hereof, “electronic signa ture” means a manually-signed original signature that is then transmitted by electronic means; “transmitted by el ectronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail messa ge; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4901-4214-8980.6

[Signature page to Third Amendment to Reimbursement Agreement (Wastewater Series, Proposition E), Series A-2 (Tax-Exempt)]

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered by thei r respective officers thereunto du ly authorized as of the date 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:

DAVID CHIU
City Attorney of the City and
County of San Francisco
By: ____________________________
Name: Katherine Thursby Ortega
Title: Deputy City Attorney

ACKNOWLEDGED:

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

BANK OF AMERICA, N.A.

By: __________________________________
Name: Jyoti Rathore
Title: Senior Vice President

4901-4214-8980.6

EXHIBIT A

FORM OF

NOTICE OF EXTENSION
____________________, _____
[ISSUING AND PAYING AGENT]

Attention:

Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferab le Letter of Credit No. 68133561 originally dated March 6, 2023 (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 and that certain Reimbursement Agreement, dated June 1, 2017, as subsequently amended, and as amended by the Third Amendment thereto, date d as of [_____], the Stated Expiration Date (as defined in the Letter of Credit) has been extended to ____________________, 2030.

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

BANK OF AMERICA, N.A.

By:

Name:

Title:
4901-4214-8980.6

EXHIBIT B

CITY REQUIREMENTS
Laws Incorporated by Reference . The full text of the laws lis ted in this Exhibit, including enforcement and penalty provisions, are incorporated by reference into this Agreement. The full text of the San Francisco Municipal Code provisions incorporated by reference in this Exhibit and elsewhere in the Agreement (“Mandatory City Requirements”) are available at http://www.amlegal.com/codes/client/san-francisco_ca/.

Conflict of Interest . By executing this Agreement, Bank cer tifies that it does not know of any fact which constitutes a violation of Section 15.103 of the City’s Charter; Article III, Chapter 2 of City’s Campaign and Governmental Conduct C ode; Title 9, Chapter 7 of the California Government Code (Section 87100 et seq .); or Title 1, Division 4, Ch apter 1, Article 4 of the California Government Code (Section 1090 et seq.), and further agrees promptly to notify City if it becomes aware of any such fact during the term of this Agreement.

Prohibition on Use of Public Funds for Political Activity . In performing the Services, Bank shall comply with San Franci sco Administrative Code Chapter 12G, which prohibits funds appropriated by City for this Agreement from being expended to participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure. Bank is subject to the enforcement and penalty provisions in Chapter 12G.

Limitations on Contributions. By executing this Agreement, Bank acknowledges its obligations under Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, a ny department of City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, for a grant, loan or loan guarantee, or for a development agreement, from making any campa ign contribution to (i) a City el ected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serv es; (ii) a candidate for that City elective office; or (iii) a committee controlled by su ch elected official or a candidate for that office, at any time from the submission of a proposal fo r the contract until the later of either the termination of negotiations for such contract or twelve (12) months after the date City approves the contract. The prohibition on contributions applies to each prosp ective party to the cont ract; each member of Bank’s board of directors; Bank’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownershi p interest of more than ten percent (10%) in Bank; any subcontractor listed in the bid or cont ract; and any committee that is sponsored or controlled by Bank. Bank certifies that it has informed each su ch person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposa l for the contract, and has provided the names of the persons required to be informed to the City department with whom it is contracting.

4901-4214-8980.6

Tropical Hardwood and Virgin Redwood Ban . Pursuant to San Francisco Environment Code Section 804(b), City urges Bank not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical ha rdwood wood product, virgin re dwood or virgin redwood wood product.

MacBride Principles – Northern Ireland. The provisions of San Francisco Administrative Code Chapter12F are incorporated herein by this reference and made part of this Agreement. By signing this Agreement, Bank confirms that Bank has read and understood that City urges companies doing business in Northern Ireland to resolve employ ment inequities and to abide by the MacBride Principles, and urges San Francisco companies to do business with corporations that abide by the MacBride Principles.
4901-4214-8980.6

EXHIBIT C

LIST OF QUALIFIED DEALERS

BANK OF AMERICA MERRILL LYNCH
BARCLAY’S CAPITAL INC.

GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC

JEFFERIES LLC

LOOP CAPITAL MARKETS LLC
MORGAN STANLEY & CO. LLC
PIPER SANDLER & CO.

RAMIREZ & CO. (SAMUEL A. RAMIREZ & CO., INC.)

RBC CAPITAL MARKETS, LLC
SIEBERT WILLIAMS SHANK & CO., LLC
STIFEL NICOLAS & COMPANY, INC.

TD SECURITIES (USA) LLC
U.S. BANCORP INVESTMENTS, INC. U.S. BANK MUNICIPAL PRODUCTS GROUP (A DIVISION OF U.S. BANK NATIONAL ASSOCIATION)
WELLS FARGO BANK, N.A.

4936-6529-8804.4

NP DRAFT 11/22

AMENDED AND RESTATED FEE AGREEMENT
January [__], 2026
Public Utilities Commission of the City
and County of San Francisco
525 Golden Gate Avenue
San Francisco, CA 94102
Ladies and Gentlemen:

Reference is hereby made to that certain Reimbursement Agreement dated as of June 1, 2017, as amended by that certain First Amendment to Reimbursement Agreement dated as of April 24, 2020, that certain Second Amendm ent to Reimbursement Agreement dated April 21, 2023, and that certain Third Ame ndment to Reimburseme nt Agreement dated January [__], 2026 (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”), betw een the Public Utili ties Commission of the City and County of San Francisco (the “Commission”) and Bank of Am erica, N.A. (the “Bank”), relating to the Commission’s Commercial Paper Notes (Waste water Series, Proposition E) Series A-2 (Tax-Exempt) (the “Notes”). Ca pitalized terms not otherwise de fined herein shall have the meanings set forth in the Agreement.

The purpose of this Amended and Restated Fe e Agreement (this “Fee Agreement”) is to amend and restate the Fee Agreement dated April 21, 2023 between the Bank and the Commission (the “2023 Fee Agreement”) and to confirm the agreement between the Bank and the Commission with respect to the Commitment Fees (as defined below) and certain other fees payable by the Commission to the Bank. This Fee Agreement is the Fee Agreement referenced in the Agreement, and the terms hereof are incorporated by reference into the Agreement. For the avoidance of doubt, this Fee Agreement amends and restates in its entirety the 2023 Fee Agreement between the Bank and the Commission, and the parties hereby agree and confirm that such fee letter is no longer in force and effect (other than as a reference as noted in Paragraph 1 herein). In connection therewith, the Bank confirms that it has agreed to not charge any amendment fee as set forth in the 2023 Fee Agreement (hereinafter, the “Prior Fee Letter”).

In order to induce the Bank to enter into the Agreement and to issue the irrevocable Letter of Credit to provide liquidity for the Notes, the Commission agrees to make the following payments to the Bank at the following times:
(1) A commitment fee (the “Commitment Fee”) which shall be determined on a daily basis by multiplying (a) the Stated Amount at 5:00 p.m., Eastern time, on each day, by (b) the applicable Commitment Fee Rate (as defined below) in effect for such day, expressed as a decimal, and by (c) a fraction equal to 1/360. As used herein, “Commitment Fee Rate” means, initially, 31%, provided that in the event that any Rating (as defined below) is downgraded below “Aa3” by Moody’s or “AA-” by S&P to a level included in the grid below, the Commitment Fee Rate shall be equal to the per annum percentage set fo rth in the grid below, expressed as a decimal, opposite the level that contains th e lowest Rating (it being unders tood that Level 1 contains the highest Ratings and Level 6 contains the lowest Ratings):
4936-6529-8804.4

- 2 -

LEVEL
S&P
RATING
MOODY’S
RATING

COMMITMENT

FEE RATE
Level 1: AA- or above Aa3 or above 31%
Level 2: A+ A1 51%
Level 3: A A2 71%
Level 4: A- A3 91%
Level 5: BBB+ Baa1 1.11%
Level 6:

BBB and
Below
Baa2 and
Below 2.61%
As used herein, the “Rating” means, with respect to a Rating Agency, the lowest long-term, unenhanced rating assigned by such Rating Agency to any Bonds. Notwithstanding the foregoing, (a) in the event that the Rating is withdrawn, suspended or otherwise unavailable from any Rating Agency for credit related reasons and/or (b) upon the occurrence and during the continuance of an Event of Default (which shall in clude when a Rating set forth in Level 6 in the table above is triggered), the Commitment Fee Rate shall be increased in both cases by 1.50% per annum from the Commitment Fee Rate in effect immediately prior thereto. Any change in the Commitment Fee Rate resulting from a change in the Rating shall be and become effective as of and on the date of the announcement of the change in the Rating. Reference to the Rating above is a reference to the rating category of the Rating Agencies as presen tly determined by the respective Rating Agency and in the event of adoption of any new or changed rating system by a Rating Agency, the Ratings from such Rating Agency 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 connection with the Commitment Fees payable pursuant to this clause 1 for any fee period, the Bank hereby agrees to use its best ef forts to deliver an invoice to the Commission for such Commitment Fees at least thirty (30) days in advance of the payment due date; provided, however, that the failure to provide any such i nvoice shall not limit or otherwise affect the obligation of the Commission to pay such Commitment Fees when due.

The Commitment Fee shall be payable in immediately available funds semiannually in arrears commencing on the first Business Day of July, 2026; provided, however, that in connection with the payment due on the fi rst Business Day of July 2026, the Commitment Fee shall be computed as follows: (X) at a rate equal to 27% per annum for the peri od from and including January 1, 2026 to but not including the Second Amendment Effective Date (subject to any adjustments as set forth in the Prior Fee Letter), and (Y) at a rate equal to 31% per annum for the period from and including the Second Amendmen t Effective Date through and including June 30, 2026; and thereafter on the fi rst Business Day of each January and July to the Commitment Termination Date, and on the Commitment Termination Date, in all cases, covering the period from the date of the immediately preceding payment to such Business Day. The Bank’s determination of the Commitment Fee pursuant hereto shall be conclusive absent manifest error. (2) A fee of $250 plus the Bank’s customary wi re transfer fee in respect of each drawing made under the Letter of Credit and honored by the Bank, which fee, and wire transfer fee shall be earned on the date such drawing is honored by the Bank and, unless paid to the Bank 4936-6529-8804.4

- 3 -

at the time each Drawing is reimbursed, shall be paid in arrears on the first Business Day of January that occurs after the date such drawing is honored by the Bank. (3) A transfer fee equal to $3,000 upon each tr ansfer of the Letter of Credit in accordance with its terms. A transfer shall be deemed to have occurred whenever the Issuing and Paying Agent is replaced, subst ituted or changed as a result of sale, assignment, merger, consolidation, reorganization or an act of law. A transfer shall not be deemed to have occurred solely as a result of a change in the legal name of the Issuing and Paying Agent. (4) At the time any amendment, modification, waiver, supplement or restatement of or consent sought in respect of, the Agreement, the Basic Docu ments and any other documents delivered under the Agreement is sought by any person other than the Bank, a fee of $3,000 plus attorneys’ fees and expenses, which fee shall be earned and payable wh ether or not any such amendment, modification, waiver, supplement or restatement is executed or consent granted. Fees for complex amendments, modifications, waivers, supplements, restatements or consents shall be negotiated on a case-by-case basis.

All amounts paid pursuant to this Fee Agreem ent shall be non-refund able and payable in immediately available funds. Computations of the Commitment Fee shall be made on the basis of a 360-day year and actual days elapsed. All amounts paid pursuant to this Fee Agreement shall be paid in the manner and to the account set forth in the Agreement.

This Fee Agreement may not be amended or waived except by an instrument in writing signed by the Bank and the Commission.

The provisions of Section 7.14 of the Agreement shall be incorporated by this reference into this Fee Agreement as if such provisions were set forth in their entirety except that references to “this Agreement” shall mean this Fee Agreement and references to “hereunder” or “hereof’ shall mean under this Fee Agreement or of this Fee Agreement.

This Fee Agreement may be executed in any number of counterparts, each of which shall be an original, and all of whic h, when taken together, shall cons titute one agreement. Delivery of an executed signature page of this Fee Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

This Fee Agreement is delivered to the Commission on the understanding that neither this Fee Agreement nor any of its term s shall be disclosed, directly or indirectly, to any financial institution other than the Issuing and Paying Agent unless such disclosure is made to such financial institution in accordance with the terms of the California Public Records Act. [SIGNATURES BEGIN ON THE FOLLOWING PAGE]

[Signature Page to Amended and Restated Fee Agreement]
IN WITNESS WHEREOF, the parties hereto ha ve caused this Fee Agreement to be duly executed and delivered by their respective officers thereunto duly authorized on the date first set forth above.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name: Dennis J. Herrera
Title: General Manager
BANK OF AMERICA, N.A.

By:

Name: Jyoti Rathore
Title: Senior Vice President

4913-6688-5748.8

NP DRAFT 11/22

REIMBURSEMENT AGREEMENT
Dated as of January [__], 2026
between

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO
and
BANK OF AMERICA, N.A.
relating to:
$100,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
TAX-EXEMPT SUBSERIES A-3
TAXABLE SUBSERIES A-3-T

4913-6688-5748.8

-i-

REIMBURSEMENT AGREEMENT

(This Table of Contents is not a part of this
Reimbursement Agreement and is only for
convenience of reference)
Page
ARTICLE 1 DEFINITIONS ............................................................................................................2 Section 1.1  Definitions....................................................................................................2 ARTICLE 2 LETTER OF CREDIT ..............................................................................................12 Section 2.1  Issuance of Letter of Credit ........................................................................12 Section 2.2  Letter of Credit Drawings ..........................................................................12 Section 2.3  Reimbursement ..........................................................................................12 Section 2.4  Advances; Term Loans ...............................................................................13 Section 2.5  Fees ............................................................................................................15 Section 2.6  The Bank Note ...........................................................................................15 Section 2.7  Termination of Letter of Credit; Reduction of Stated Amount ..................16 Section 2.8  Computation of Interest and Fees ..............................................................16 Section 2.9  Payment Due on Non-Business Day to Be Made on Next Business Day .............................................................................................................16 Section 2.10  Default Rate ...............................................................................................16 Section 2.11  Source of Funds .........................................................................................16 Section 2.12  Extension of Stated Expiration Date ..........................................................16 Section 2.13  Taxes ..........................................................................................................17 Section 2.14  Increased Costs ..........................................................................................18 Section 2.15  Margin Regulations ....................................................................................20 Section 2.16  Maximum Rate; Payment of Fee ...............................................................20 Section 2.17  Security of Obligations ..............................................................................20 Section 2.18  Commercial Paper Operations ...................................................................20 Section 2.19  Method of Payment; Etc ............................................................................21 ARTICLE 3 CONDITIONS PRECEDENT ..................................................................................21 Section 3.1  Conditions Precedent to Effectiveness .......................................................21 ARTICLE 4 REPRESENTATIONS AND WARRANTIES ..........................................................24 Section 4.1  Organization, Powers, Etc ..........................................................................24 Section 4.2  Authorization, Absence of Conflicts, Etc ..................................................24 Section 4.3  Binding Obligations; Security for Bank Note ............................................24 Section 4.4  Governmental Consent or Approval ..........................................................25 Section 4.5  Absence of Material Litigation ..................................................................25 Section 4.6  Financial Condition ....................................................................................26 Section 4.7  Incorporation of Representations and Warranties ......................................26 Section 4.8  Accuracy and Completeness of Information ..............................................26 Section 4.9  No Default ..................................................................................................27 Section 4.10  No Proposed Legal Changes ......................................................................27 4913-6688-5748.8

-ii-

Section 4.11  Compliance with Laws, Etc .......................................................................27 Section 4.12  Environmental Matters...............................................................................27 Section 4.13  Tax Status of Interest on Series A-3 Notes ................................................27 Section 4.14  Issuing and Paying Agent; Dealers ............................................................28 Section 4.15  Regulation U ..............................................................................................28 Section 4.16  Liens ...........................................................................................................28 Section 4.17  Sovereign Immunity...................................................................................28 Section 4.18  City Business Days ....................................................................................28 Section 4.19  Usury ..........................................................................................................28 Section 4.20  Insurance ....................................................................................................28 Section 4.21  ERISA ........................................................................................................28 Section 4.22  Sanctions Concerns and Anti-Corruption Laws .........................................28 Section 4.23  Swap Contracts ..........................................................................................29 ARTICLE 5 COVENANTS ...........................................................................................................29 Section 5.1  Affirmative Covenants ...............................................................................29 Section 5.2  Negative Covenants ...................................................................................37 ARTICLE 6 DEFAULTS ...............................................................................................................41 Section 6.1  Events of Default .......................................................................................41 Section 6.2  Remedies ....................................................................................................43 ARTICLE 7 MISCELLANEOUS ..................................................................................................44 Section 7.1  Amendments, Waivers, Etc ........................................................................44 Section 7.2  Notices .......................................................................................................44 Section 7.3  Survival of Covenants; Successors and Assigns ........................................45 Section 7.4  Unconditional Obligations .........................................................................46 Section 7.5  Liability of Bank; Indemnification ............................................................47 Section 7.6  Expenses ....................................................................................................48 Section 7.7  No Waiver; Conflict ...................................................................................48 Section 7.8  Modification, Amendment, Waiver, Etc .....................................................48 Section 7.9  Dealing with the Commission, the Issuing and Paying Agent and/or the Dealer ...................................................................................................49 Section 7.10  Severability ................................................................................................49 Section 7.11  Counterparts ...............................................................................................49 Section 7.12  Table of Contents; Headings ......................................................................49 Section 7.13  Entire Agreement .......................................................................................49 Section 7.14  Governing Law Waiver of Jury Trial .........................................................49 Section 7.15  Governmental Regulations.........................................................................50 Section 7.16  USA PATRIOT Act ....................................................................................50 Section 7.17  Electronic Transmissions ...........................................................................50 Section 7.18  Assignment to Federal Reserve Bank ........................................................51 Section 7.19  City Requirements .....................................................................................51 Section 7.20  Arm’s Length Transaction ..........................................................................51 Section 7.21  Reserved .....................................................................................................51 Section 7.22  Redaction ...................................................................................................51 Section 7.23  QFC Provisions ..........................................................................................52 4913-6688-5748.8

-iii-

Appendix I – Form of Letter of Credit
Exhibit A – Form of Bank Note
Exhibit B – Form of Compliance Certificate
Exhibit C – 2025 List of City Holidays
Exhibit D – City Requirements
Exhibit E – List of Qualified Dealers
4913-6688-5748.8

REIMBURSEMENT AGREEMENT
This REIMBURSEMENT AGREEMENT dated as of January [__], 2026 (together with any amendments or supplements hereto, this “ Agreement”), is between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (together with its successors and assigns, the “ Commission”) and BANK OF AMERICA, N.A. (together with its successors and assigns, the “Bank”).

WITNESSETH:

WHEREAS, on November 5, 2002, the voters of the City approved Proposition E, which among other things, authorized the Commissi on to issue revenue bonds, including notes, commercial paper or other forms of indebtedness, when author ized by ordinance approved by a two-thirds vote of the Board of Supervisors of the City (the “ Board”), for the Wastewater Enterprise (as hereinafter defined); and
WHEREAS, pursuant to Article V of Chap ter 43 of Part 1 of the San Francisco Administrative Code, the Board has established a procedure pursuant to which the Commission may issue short-term indebtedne ss, including commercial paper notes in anticipation of the issuance of its wastewater revenue bonds; and
WHEREAS, pursuant to Resolution N o. [____], adopted by the Commission on [________], the Commission has authorized, execute d and delivered the Amended and Restated Issuing and Paying Agent Agreement, dated as of January [__], 2026 (together with any amendments or supplements thereto, the “Issuing and Paying Agent Agreement”) with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), in its capacity as issuing and paying agent for the Commission (together with any successor issuing and paying agent appointed in accordance with the terms of the Is suing and Paying Agent Agreement, the “Issuing and Paying Agent ”), pursuant to which the Commission has authorized the issuance of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E), Series A-3 (comprised of Tax-Exempt Subseries A-3 and Taxable Subseries A-3- T) (together, the “Series A-3 Notes”); and
WHEREAS, the Commission has requested the Ba nk to issue a letter of credit in the original stated amount of $[_____ ] (representing an amount suppor ting Series A-3 Notes in an aggregate principal amount of $[100,000,000] plus an amount equal to 270 da ys interest on such principal amount at the rate per annum of twel ve 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 the Series A-3 Notes; and WHEREAS, the Bank is willing to issue such letter of credit upon the terms and conditions provided herein.

NOW THEREFORE, in consideration of the pr emises and the mutual agreements herein contained, the Commission and the Bank agree as follows:
4913-6688-5748.8

2 ARTICLE 1

DEFINITIONS
Section 1.1 Definitions. As used in this Agreement:
“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 Wastewater Bonds Indenture. “Applicable Law” means (i) all applicable common law and principles of equity and (ii) all applicable provisions of all (A) constitutions, statutes, rule s, regulations and orders of all governmental and non-governmental bodies, (B) Governmental Approva ls 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 Public Utilities Commission, Assi stant General Manager and Chief Financial Officer, Business Services, Deputy Chief Financial Officer, Financial Services, Capital Finance Director, Financial Planning, Utility Specialist, Financial Planning, Controller of the City and County of San Francisco, Director of Public Finance, and any other individual designated from time to time as a “Designated Representative” in a certificate executed by the General Manager of the San Francisco Public Utilities Commission and delivered to the Bank.
“Available Wastewater 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, li quidity agreemen t, standby bond purchase agreement, reimburseme nt agreement, direct purch ase agreement, bond purchase agreement, or other agreement or instrument (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 Commission secured by or payable from Wastewat er Enterprise Revenues (but excluding Debt Service Reserve Debt).
“Bank Note” has the meaning set forth in Section 2.6 hereof. “Bank Rate” means, subject to the terms of Section 2.16 hereof, a rate of interest per annum with respect to an Advance or Term Loan, as applicable, (i) for any day commencing on the date such Advance is made up to and including the ninetieth (90th) day succeeding the date such 4913-6688-5748.8

3 Advance made, equal to the Base Rate from time to time in effect and (ii) for any day commencing on the ninety-first (91st) day succee ding the date such Advance is made and thereafter, equal to the Base Rate from time to time in effect plus one percent (1.00%); provided, further, 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, “Bank Rate” will mean the Default Rate; and provided, further, that at no time shall the Ba nk Rate be less than the highest rate on any outstanding Commercial Paper Notes. “Base Rate” means, for any day, the rate of interest per annum equal to the highest of: (i) the Prime Rate plus one percent (1%), (ii) the Federal Funds Rate plus two percent (2%), and (iii) seven percent (7%). 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 or the Federal Funds 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 Commercial Paper Notes, (b) the Resolutions, (c) the City Legislati on, (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” (a s such term is defined under, and interpreted in accordance with, 12 U.S.C. 184l(k)) of such party. “Board” has the meaning set forth in the recitals hereof. “Bonds” has the meaning set forth in the Wastewater Bonds Indenture. “Bond Counsel” has the meaning set forth in the Issuing and Paying Agent Agreement. “Bond Reserve Fund” has the meaning set forth in the Wastewater Bonds Indenture. “Business Day
” has the meaning set forth in the Letter of Credit.
“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 limitati on 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 a ny 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, re gulations, policies, rulings, guide lines, standards or directives thereunder or issued in connection therewith a nd any interpretation, appl ication or promulgation implementing, invoking or in any way the Dodd-Frank Wall 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 4913-6688-5748.8

4 Bank for International Settlements, the Ba sel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities will, 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 Issuing and Paying Agent Agreement. “City” has the meaning set forth in the Issuing and Paying Agent Agreement. “City Legislation” means, collectively, Ordinance N o. 203-98, 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 on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006 to establish a procedure for the issuance of co mmercial paper notes, Ordinance No. 266-06 adopted by the Board on October 24, 2006, and signed by the Mayor on Octobe r 31, 2006, Ordinance No. 91-12 adopted by the Board on May 8, 20 12 and signed by the Mayor on May 14, 2012, Resolution No. 378-14, adopted by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014, Resolution No. 193-17, adopted by the Board on May 23, 2017, and signed by the Mayor on May 26, 2017 , and Ordinance No 269-24, adopted by the Board on November 19, 2024, and signed by the Mayor on November 25, 2024.
“Closing Date” means the date on which the Letter of Credit is issued, which, subject to the satisfaction of the conditions precedent set fo rth in Section 3.1 hereof, is expected to be December [__], 2025.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations, rulings and judicial decisions promulgated thereunder. “Commercial Paper Notes” means, collectively, the following series of City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E): Series A-1 Notes, the Series A-2 Notes, the Series A- 3 Notes, the Series A-4 Notes, the Subseries A-5 Notes, the Subseries A-5-T Notes, the Subseries A-6 Notes, the Subseries A-6-T Notes, the Series A-7 Notes, the Subseries A-8 Notes, the Subseries A-8-T Notes and any other series or subseries of City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) issued to refund previously issued Commercial Paper Notes and any Parity Notes. “Commission” has the meaning set forth in the introductory paragraph hereof. “Consulting Engineers” has the meaning set forth in the Wastewater Bonds Indenture. “
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). “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 Notes pursuant to the terms of any applicable Dealer Agreement and any permitted assigns and successors thereto. 4913-6688-5748.8

5 “Dealer Agreement” means each dealer agreement by and between the Commission and a Dealer, in form and substance reasonably accep table to the Bank, as such agreement may be amended and supplemented from time to time in accordance with the terms thereof and hereof. “Debt” of any Person means, at any date, without duplication, (a ) all obligations of such Person for borrowed money, (b) all obligations of such Pers on 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 account s payable arising in the ordinary course of business, (d) all obligations of such Person as le ssee under capital 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” has the meaning set forth in the Wastewater Bonds Indenture. “Debt Service Reserve Debt ” means the obligations under any reimbursement agreement or similar arrangement to secure the repayment of advances under a liquidity , letter of credit or surety bond arrangement used to fund any debt service reserve or similar account securing Senior Debt.
“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 th e 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. “Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
“Drawing” has the meaning set forth in Section 2.3 hereof. “DTC” means The Depository Trust Company, Ne w 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.
“Enterprise” has the meaning set forth in the Wastewater Bonds Indenture. “Environmental Laws” means any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, pe rmits, concessions, grants, franchises, licenses, agreements or other government al restrictions relating to th e environment or to emissions, 4913-6688-5748.8

6 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 wa ter or land, or otherwise relating to the manufacture, processing, distribution, use, treatme nt, storage, disposal, transport or handling of pollutants, contaminants, petrol eum or petroleum produc ts, 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 subdivis ion 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 taxe s 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, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the preceding Business Day as so published on the next succeedi ng Business Day, and (b) if no such rate so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if ne cessary, to a whole multiple of 1/100 of 1%) charged to the Bank on such day on such transactions as dete rmined by the Bank. Each determination of the Federal Funds Rate by the Bank shall be deemed conclusive and binding on the Commission absent error.
“Fee Agreement ” means the Fee Agreement dated the Closing Date between the Commission and the Bank, as supplemented, amended and restated from time to time. “Final Drawing Notice” has the meaning set forth in the Letter of Credit. “Fiscal Year”
has the meaning set forth in the Issuing and Paying Agent Agreement. “Fitch” means Fitch Ratings, Inc.
“GAAP” means generally accepted accounting principl es in the United States of America from time to time as set forth in (a) the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certifie d Public Accountants and (b) statements and pronouncements of the Government Accounting St andards Board, as modified by the opinions, statements and pronouncements of any similar accounting body of comparable standing having authority over accounting by governmental entities.
4913-6688-5748.8

7 “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 govern mental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instru mentality of any gove rnmental entity or other entity exercising executive, legislative, judicial, taxing, regul atory, fiscal, monetary or admin istrative powers or functions of or pertaining to government, or an y 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 bu siness) 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. “Indemnified Taxes” means Taxes other than Excluded Taxes. “Insolvency Proceeding ” means a receivership, insolvency, liquidation, resolution, or similar proceeding.
“Interest Fund ” means the Interest Fund described in and established pursuant to the Wastewater Bonds Indenture.
“Investment Policy and Guidelines” means the investment guidelines of the City as in effect on the date hereof, as such investment guidelines may be amended from time to time in accordance with the Issuing and Paying Agent Agreement, the Resolutions and State laws, as applicable. “Issuing and Paying Agent” has the meaning set forth in the recitals to this Agreement. “Issuing and Paying Agent Agreement ” has the meaning set forth in the recitals to this Agreement.
“Law” means any treaty or any Federal, regiona l, state and local law, statute, rule, ordinance, regulation, code, licen se, authorization, decision, inj unction, interpretation, policy, guideline, supervisory standard, order or decree of any court or other Governmental Authority. “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 Pa ying Agent supporting the Series A-3 Notes, in the form of Appendix I hereto, with appropriate insertions, as amended. “Lien” means, with respect to any asset, (a) an y 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 agreem ent, capital lease or other title retention agreement relating to such asset.
“Material Litigation” shall have the meaning assigned to such term in Section 4.5. 4913-6688-5748.8

8 “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 is 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. “Moody’ s” means Moody’s Investors Service, Inc.
“Net Revenues” has the meaning set forth in the Wastewater Bonds Indenture. “No-Issuance Notice” has the meaning set forth in the Letter of Credit. “Obligations” means the Reimbursement Obligations (which includes amounts owing to the Bank evidenced by the Bank Note) and all othe r 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 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 Notes.
“Operation and Maintenance Co sts of the Enterprise ” has the meaning set forth in the Wastewater Bonds Indenture.
“Original Stated Amount” means $__________.
“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.
“Parity Debt” means any Debt issued or incurred by the Commission and secured on a parity with the Lien on Pledged Revenues securing the payment of principal of and interest on the Commercial Paper Notes and includes, without limitation, the Bank Note and Parity Notes. “Parity Loans” means the obligations so defined in the Wastewater Bonds Indenture. “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. “Participation” has the meaning set forth in Section 7.3(b) hereof. “Payment Account ” means the payment account for th e Bank set forth in Section 7.2 hereof.
4913-6688-5748.8

9 “Person” means an individual, a firm, a corp oration, 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. “Pledged Revenues” means Available Wastewater Enterprise Revenues and other amounts described in Section 6.01 of the Issuing and Paying Agent Agreement. “Prime Rate ” means on any day, the ra te of interest in effect for such day as publicly announced from time to time by the Bank as its “prime rate.” The “prime rate” is a rate set by the Bank based upon various factors including the Bank’s costs and desired return, general economic conditions and other factors, and is used as a re ference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Bank shall take effect at the opening of business on the day specified in the public announcement of such change.
“Program Size” means $100,000,000.
“Project” has the meaning set forth in the Wastewater Bonds Indenture. “Property” means any interest in any kind of propert y or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired. “Proposition E” means the measure approved by the voters of the City on November 5, 2002, which, among other things, authorized the Commission to issue revenue bonds, including notes, commercial paper and other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Bo ard, for the purpose of reconstructing, replacing, expanding, repairing or improving water facilities under the jurisdiction of the Commission. “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). “Quarterly Date ” means the first Business Day of each March, June, September or December.
“Qualified Dealer” means, (i) Morgan Stanley & Co. LLC, (ii) RBC Capital Markets, LLC, (iii) U.S. Bancorp Investments, Inc., 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 Moody’s, 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 discretion provides in writing an exception for a particular Dealer under specifie d circumstances), and (vii) at any t ime after the Closi ng 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 Moody’s, S&P and Fitch of at least “A3” (or its equivalent), “A-” (or its equivale nt) 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 to act as dealer for Series A-3 Notes, which approval shall not be unreasonably withheld or delayed.
4913-6688-5748.8

10 “Rating Agency” and “Rating Agencies” means, individually or collectively, as applicable, Fitch, Moody’s and S&P.
“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 for any Advance or Term Loan, including in ea ch instance all interest accrued thereon, which obligations are evidenced and secured by the Bank Note. “Resolutions” means, collectively, Resolution No. 06-0164 approved by the Commission on September 26, 2006, Resolution No. 11-0197, approved by the Commission on December 13, 2011, Resolution No. 14-0139, approved by the Commission on August 26, 2014, Resolution No. 17-0086 approved by the Commission on Ap ril 25, 2017, Resolution No. 24-0193 approved by the Commission on September 10, 2024, Resolution No. [____] approved by the Commission on October 28, 2025 and Resolution No.[_____] approved by the Commission on [________]. “Revenues” has the meaning set forth in the Wastewater Bonds Indenture. “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.
“Sanction(s)” means any international economic sanction administered or enforced by the United States Government (including, without limitation, OFAC), the Un ited Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. “Senior Debt” means any Debt issued or incurred by the Commission and secured by or payable from Wastewater Enterprise Revenues on a basis senior or superior to the Lien in favor of the Commercial Paper Notes and other Parity Note s and includes, without limitation, the Senior State Loans, the Parity Loans, the Senior Wa stewater Bonds and the Subordinated Wastewater Bonds.
“Senior State Loans” has the meaning set forth in the Wastewater Bonds Indenture. “Senior Wastewater Bonds” means all bonds currently outst anding or hereafter issued by the Commission with a senior pledge or first lien on the Wastewater Enterprise Revenues. “Series” has the meaning set forth in the Wastewater Bonds Indenture. “Series A-3 Notes” has the meaning set forth in the recitals to this Agreement. “State” means the State of California.
“Stated Amount” has the meaning set forth in the Letter of Credit. 4913-6688-5748.8

11 “Stated Expiration Date” has the meaning set forth in the Letter of Credit. “Subordinated Wastewater Bonds” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Subseries A-3 Notes” has the meaning set forth in the recitals hereof. “Subseries A-3-T Notes” has the meaning set forth in the recitals hereof. “Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit transactions, forward rate transactions, commodity swaps, commodity options, forward contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond pric e or forward bond index transac tions, interest rate options, forward foreign exchange transactions, cap trans actions, floor transactions , collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing or any options to enter into any of the foregoing), whether or not any su ch transaction is governed by or subject to any master agreement, and (b) any and all transactions of any ki nd, and the relate d confirmations, which are subject to the terms and conditions of, or governed by, any form of agreement published by the International Swaps and Derivatives Asso ciation, Inc., any Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master 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 third anniversary of the Term Loan Conversion Date for such Term Loan, (b) the third anniversary of the Stated Expiration Date as in effect on th e 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 terminat ed prior to the Stated Expiration Date, including as a result of the occurrence of an Event of Default and (e) the Busi ness Day when Commercial Paper Notes or bonds are sold to 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. “Unpaid Drawing” has the meaning set forth in Section 2.3 hereof. 4913-6688-5748.8

12 “Wastewater Bonds Indenture” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Wastewater Enterprise ” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Wastewater Enterprise Debt” means any Debt issued or incurred by the Commission and secured by or payable from Wastewater Enterprise Revenues. “Wastewater Enterprise Revenues” has the meaning ascribed to the term “Revenues” in the Wastewater Bonds Indenture.

The foregoing definitions are e qually applicable to both the singular a nd 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 City Legislation. All references in this Agreement to times of day are references to New York time unless otherwise expressly provided herein. Unless otherwise inconsistent with the terms of this Agreement, all accounting terms are interpreted and all accounting determinations hereunder are made in accordance with GAAP.

ARTICLE 2

LETTER OF CREDIT
Section 2.1 Issuance of Letter of Credit. Upon the terms, subject to the conditions and relying upon the representations an d 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 issued with a Stated Amount equal to the Original Stated Amount, which is the sum of (i) the aggregate principal amount of the Series A-3 Notes to be issued under the Issuing and Paying Agent Agreemen t, plus (ii) interest thereon at the rate of twelve percent (12%) per annum for a period of two hundred seventy (270) days calculated on the basis of 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 irrevocably approves reductions a nd reinstatements of the Stated Amount as provided in the Letter of Credit.

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 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 the amount of 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 de mand for reimbursement (which notice is waived 4913-6688-5748.8

13 by the Commission), to reimburse the Bank for all Drawings on the same day as made. The amount of any Drawing relating to accrued interest on the related Commercial Paper Notes must be reimbursed by the Commission on the date on which such Drawing is made. The Commission and the Bank agree that the reimbursement in full of each Drawing on the day such Drawing is made is intended to be a contemporaneous exchange for new value given to the Commission by the Bank. If a Drawing is reimbursed at or prior to 4:00 p.m. on the same day on which it is made, no interest will be payable on 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 Commercial Paper Notes will not be reimbursed in full on the date of such Drawing by payment to the Bank as provided in Secti on 2.3 hereof and (iii) (A) the re presentations and warranties of the Commission contained in Article Four of this Agreement are true and correct as of the date of such Drawing, (B) no Material L itigation shall be pending; (C) 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 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 herewith or therewith an d (D) no Default or Event of Defaul t has occurred and is continuing on the date of such Drawing, the portion of such Drawing relating to the principal amount of the related Commercial Paper Notes (or the portio n 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 Dr awing relating to the principal amount of the related Commercial Paper Notes (or the 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 re lating to the principal amount of the related Commercial Paper Notes in an amount equa l 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 amount of the related Commercia l Paper Notes from being or constituting an Unpaid Drawing. Unless the Commission has otherw ise previously advised the Bank in writing, payment by the Bank of any Drawing under the Lette r of Credit will be d eemed to constitute a representation and warranty by the Commission th at on the date of such Drawing (i) the representations and warranties of the Commission contained in Arti cle Four hereof are true and correct on such date, (ii) no Material Litigation shall be pending on such date, (iii) 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 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 herewith and (iv) 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 the unpaid principal amount of each Advance on the earlier to occur of (i) the ni netieth (90th) day following the date such Advance was made and (ii) the Termination Date (with respect to such Advance, the “Term Loan Conversion Date”). The Commission shall pay interest on the unpaid 4913-6688-5748.8

14 amount of each Advance from the date of such A dvance until paid in full at the Bank Rate from time to time in effect; provided that, from and after the occurrence of an Event of Default, such 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 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 Commercial Paper Notes exceed the aggregate principal amount of Commercial Paper 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 first applied to outstanding Term Loans, in the inve rse 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 a minimum amount of $500,000 and in integral mu ltiples 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”).
(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, deemed made as of such date, as though made on and as of such date; (ii) no Material Litigation shall be pending;
(iii) 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 any of the other Basic Documents to which the Commission is a party or the ability of the Commission to perform its oblig ations in connection herewith or therewith;
(iv) no Default or Event of Default has o ccurred and is continuing or would result from converting the Advance to a Term Loan; and
4913-6688-5748.8

15 (v) neither a No-Issuance Notice nor a Final Drawing Notice is in effect. (g) Repayment of Term Loans. The Commission agrees to pay to the Bank an amount equal to the unpaid principal am ount of each Term Loan made by the Bank, together with the 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 duri ng the term of such Term Loan (commencing with first such date to occur after the a pplicable Term Loan Convers ion Date) and on the Term Loan Maturity Date. Each Term Loan must be repaid in equal (or as nearly as possible) quarterly installments (each such installment referred to as a “Principal Payment”), such Principal Payments to commence on the first Quarterly Date that is at least ninety (90) days following the date of the related Advance and on each Quarterly Date therea fter 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 late r 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 (i) to the Term Loans in inverse order of the Term Loan Conversion Dates of the Term Loans and 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 Commission 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 in the Fee Agreement, including the payment of a ll fees and expenses provided for therein in the amounts and on the dates set fort h therein. The terms and provisi ons of the Fee Agreement are incorporated herein by referen ce. All references to amounts due under this Agreement will be deemed to include all amounts an d obligations (including, but not limited to, fees and expenses) 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 Bank Note (Wastewater Series, Proposition E) Subserie s A-3 and Subseries A-3-T - Bank of America, N.A.” 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 amo unt 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 reco rded 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 oblig ations of the Commission hereunder or under the Bank Note in respect of unpaid principal 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 each Term Loan and to pay interest thereon as provided 4913-6688-5748.8

16 herein shall be evidenced and secured by the Bank Note, and the Commission shall redeem the Bank Note on each date on which the Commission is required to make a principal payment on an Advance or Term Loan, as applicable, in an amount equal to the Advance or Term Loan payment, as applicable, due on such date.

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 Ba nk 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 shall 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 Stat ed Amount, except upon the Commission providing the Bank with thirty (30) days’ prior written notice of its intent to permanently reduce the Stated Amount.

Section 2.8 Computation of Interest and Fees. Fees payable hereunder and under the Fee Agreement will be calculated on the basis of a year of 360 days and the actual number of days elapsed. Interest payable hereunder and under the Bank Note will be calculated on the basis of a 365--day year, as the case may be, and the actua l number of days elapsed. Interest will accrue during each period during which in terest 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 time for payment thereof will be extended, without penalty, to the next succeeding Business Day, and 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 De fault, 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 and be calculated on the basis of a 365- or 366- day year, as the case may be, and actual days elapsed.

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 is not more than one hundred twenty ( 120) days nor less than ninety (90) days prior to the Stated Expiration Date (as the same may be extended fro m time to time) submits to the Bank a written request for an extension of the St ated Expiration Date for a period as specified in such written request (not to exceed three years), the Bank sh all make reasonable efforts to respond to such request within thirty (30) days after receipt of all information necessary, in the Bank’s reasonable 4913-6688-5748.8

17 judgment, to permit the Bank to make an informed credit decision. If the Bank fails to definitively respond to such 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 in 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 date 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 Agr eement 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 Appli cable 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 de ductions (including deduc tions applicable to additional sums payable under this Section) the Bank or any Participant receives an amount equal to the sum it would have receiv ed had no such deductions been made, (ii) the Commission shall make such deductions and (iii) the Commission sha ll 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 Ta xes to the relevant Authority in accordance with Applicable Law.
(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 Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Se ction) 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 correct ly or legally imposed or asserted by the 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 a nd each Participant, within thirty (30) days after demand therefor, for any incremental Taxe s that may become paya ble by the Bank or such Participant as a result of any failure of the Commission to pay any Taxes when due to the appropriate 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 Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such paymen t reasonably satisfactory to the Ba nk or such Participant, as applicable.
4913-6688-5748.8

18 (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 (incl uding additional amounts paid by the Commission pursuant to this Section), it shall pay to the applicable indemnifying party an amount equal to such refund (but 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 paid over 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 the 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 had never been paid. This paragra ph will not be construed to require the Bank or any Participant to 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 oblig ations 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 Bonds and the obligations of the Commission thereunder and hereunder.

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, fe e, financial charge, monetary burden, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of the Bank or any Participant, advances, loan s or other credit extended or participated in by, the Bank or any Participant or for funding any Drawing under the Letter of Credit or maintaining the Letter 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; (ii) subjects the Bank or any Participant to any Tax of any kind whatsoever with respect to this Agreement, the Bank Note, th e Fee Agreement or the Letter of Credit or changes the basis of taxation of payments to the Bank or such Participant in respect (except for Indemnified Taxes or Other Taxes covered by Section 2.13 and the imposition or any change in the rate of, any Excluded Tax payable by the Bank or any Participant); (iii) subjects credits or commitments to extend credit extended by the Bank or any Participant to any assessment or other cost imposed by the Federal Deposit Insurance Corporation or any successor thereto; or
4913-6688-5748.8

19 (iv) imposes on the Bank or any Participant 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 related to funding any Drawing under the Letter of Credit or issuing or maintaining the Letter of Credit or its participation therein, as the case may be , or to reduce the amount of any sum received or receivable by the Bank or such Participant 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 such Participant as se t forth in paragraph (c) of th is 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, as the case may be, for such additional costs incurred or reduction suffered.
(b) Capital Requirements. If the Bank or any Participan t determines that any Change in Law affecting the Bank or such Participant or the Bank’s or such Participant’s 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 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 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 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 Par ticipant or the Bank’s or such Participant’s 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 Commi ssion, 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 any Participant, as the case may be, notifies the Commission of the Change in Law giving rise to increased costs or reducti ons, and of the Bank’s or such Participant’s intention to claim therefor (except that (i) if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty day period referred to above will be extended to include the period of retroactive effect thereof and (ii) if the Bank or any such Partic ipant had no actual knowledge of 4913-6688-5748.8

20 the action resulting in such increased costs as of th e date six months prior to the date of notice to the Commission, then the six-month period referred to above will not apply). (e) Survival. Without prejudice to the survival of any other agreement of the Commission hereunder, the agreements and oblig ations 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.

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 or used in any manner which might cause the borrowing or the application of such proceeds to violate Regulation U, Regulation T or Re gulation 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 and 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 notwithst anding, the amount of interest pa yable hereunder for any interest period will not exceed the Maximum Rate. If for any interest period the app licable interest rate 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 Maximum Rate, any Obligation hereunder will bear interest at the Maximum Rate until the earlier of (x) payment to the Bank of an amount equal to the amount which woul d 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 the Pledged Reve nues, as provided in th e Issuing and Paying Agent Agreement.

Section 2.18 Commercial Paper Operations.
(a) Issuance Generally. The Commission shall permit Commercial Paper Notes to be issued, and authorize the Issuing and Paying Ag ent to issue Commercial Paper Notes, only in accordance with the terms of the Issuing and Paying Agent Agreement and this Agreement. (b) No-Issuance Notices; Final Drawing Notice. Commercial Paper 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 4913-6688-5748.8

21 of a No-Issuance Notice by the Bank that has not b een rescinded and (ii) the Issuing and Paying Agent is not in receipt of the Final Drawing Notice. The Bank may deliver a No-Issuance Notice at any time when a Default or an Event of Default has occurred and is continuing. The Bank may deliver the Final Drawing Notice at any time when an Event of Default has occurred and is continuing. A No-Issuance Notice or the Final Drawing Notice is effective when received by the Issuing and Paying Agent; provided, however, that a No-Issuance Notice or the Final Drawing Notice received by the Issuing and Paying Agent after 2:00 p.m. on any day on which Commercial Paper Notes are issued will be effective on the next succeeding day. A No-Issuance Notice or the Final Drawing Notice may be gi ven by facsimile or electronic mail transmission, confirmed in writing within 24 hours, but the failure to so confirm such No-Issuance Notice or the Final Drawing Notice in writing will not render such No-Issuance Notice or the Final Drawing Notice ineffective.

The Bank shall furnish a copy of any No-Issuan ce Notice or the Final Drawing 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 or the Final Drawing Notice.
(c) Reserved.

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 da te when due and must be made in lawful money of the United States of America in freely transferable and immediately available funds. Any payment 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.

ARTICLE 3

CONDITIONS PRECEDENT
Section 3.1 Conditions Precedent to Effectiveness . As conditions precedent to the obligation of the Bank to issue the Letter of Cr edit, each of the following conditions precedent 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 an d authority to execute this Agreement, the Fee Agreement and other Basic Documents to which it is a party and to issue the Commercial Paper Notes; (B) this Agreement, the Fee 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 te rms, 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 authorizati on, approval, consent or or der of any agency or body having jurisdiction over the Commission is require d in connection with the issuance of the Commercial Paper Notes which has not been obtained; (D) the issuance of the Commercial Paper Notes and the execution, delivery and performance of this Agreement, the Fee Agreement and the other Basic Documents to which it is a party do not conflict with any law or material agreements 4913-6688-5748.8

22 to which the Commission is a party cause a defa ult under any material documents to which the Commission is a party; and (E) no litigation is pending or, to the best knowledge of the City Attorney, threatened against the Commission threatening its existence or power, its ability to issue the Commercial Paper Notes or enter into and perform its obligations under this Agreement, the Fee Agreement and the other Basic Documents to wh ich it is a party or in which a final adverse decision could materially adversely 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 satis factory to the Bank; and (ii) an opinion of the Bond Counsel dated the Closing Date 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 legal power and authority to execute this Agreement, the Fee Agreement and the other Basic Documents and to issue the Commercial Paper Notes; (2) this Agreement, the Fee 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 equity and to limitations on remedies against public agencies and (3) the interest on the Series A-3 Notes is excludable from the gross income of the recipients thereof for Federal income tax purposes and for State of California income tax purposes, as applicable. (b) Documents. The Bank has received executed copies of this Agreement, the Fee Agreement, the City Legislation, each Dealer Agreement, the Resolutions, 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 of 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 Advance 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 Commercial Paper Notes or other Basic Documents or any tran sactions contemplated thereby or hereby or (ii) against the Commission, the result of which could have a material adverse effect on the business or condition (financial or otherwise) of the Commission or its ability to perform its obligations hereunder, under the Fee Agreement or under the Commercial Paper 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 ot herwise) of the Commission or its ability to perform its obligations hereunder, under the Fee Agreement or under the Commercial Paper Notes or the other Basic Documents to which it is a party and (ii) no law, regulation, ruling or other action (or interpretation 4913-6688-5748.8

23 or administration thereof) of the United States, 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 hereunde r or under the Commercial Paper Notes, this Agreement, the Fee Agreement or the other Basic Documents to which it is a party. (f) Certificate. The Bank has received (i) certified c opies of all proceedings of the Commission authorizing the execution, delivery a nd performance of this Agreement, the Fee Agreement, the Bank Note and the other Basi c Documents to which it is a party and the transactions contemplated hereby an d 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 Sections 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 part y 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 this Section 3.1 have been satisfied.
(g) Payment of Fees. The Bank has received all fees and expenses due and payable to the Bank or its legal counsel pursuant to th e 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 budge t reports of the Commission for the most recent 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 Standa rd and Poor’s CUSIP Services for the Bank Note and (b) the Bank Note (and its CUSIP number) has been as signed a long te rm-rating of at least investment grade from any Rating Agency.
(k) Commercial Paper Notes Rating. The Bank has received written confirmation that the Series A-3 Notes have been rated “P-1” by Moody’s and “A-1” by Standard & Poor’s and that underlying long-term credit ratings assigned to the Commission’s unenhanced Senior Wastewater Bonds are at least “AA-” by Standard & Poor’s and “Aa3” by Moody’s. (l) Other Matters. The Bank has received such othe r 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 must 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 Governmental Authority or any political subdivision or authority therein or thereof is in effect or has occurred, the effect of which would be to prevent the Commission, the Issuing and Paying Agent, the Dealers or the Bank from fulfilling their respective obligations under this Agreement and the other Basic Documents and (B) no material adverse change in the financial condition of the Commission or in 4913-6688-5748.8

24 the Laws (or their interpretation or administration) currently in effect and applicable to the parties hereto and the transactions cont emplated hereby has occurred as reasonably determined by the Bank. The execution and delivery of this Agreemen t by the Bank signifies its having made such determination.

ARTICLE 4

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:

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 Commercial Paper Notes in accordance with the Issuing and Paying Agent Agreement, (ii) 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 Commercial Paper 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 Commercial Paper Notes and the Bank Note pursuant to the Charter, the Resolutions, the Issuing and Paying Agent Agreement and this Agreement; 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 Note, 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 Commercial Paper 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 applicable 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 pr operty 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, will be valid and binding obligations of the Commission (assuming due authorization and execution by the other parties th ereto) enforceable against the Commission in accordance with their respective terms, except to th e extent, if any, that the enforc eability 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 4913-6688-5748.8

25 enacted, (ii) the fact that enforcement may also be subject to th e exercise of judicial discretion in appropriate cases and (iii) the limitations on legal remedies against public agencies of the State, if any.
(b) The obligations hereunder, under the Fee Agreement and under the Bank Note are obligations secured by a third Lien on, and payable from, the Wastewater Enterprise Revenues and by a first Lien on, and payable fro m, the Pledged Revenues, equall y and ratably with any other series of Commercial Paper Notes secured by and payable from Pledged Revenues and any obligations under any credit or liq uidity facility secured by and payable from Pledged Revenues supporting such other series of commercial pa per notes secured by and payable from Pledged Revenues.
(c) There is no pledge of or Lien on Wastewater Enterprise Revenues that ranks senior to the obligations hereunder, unde r the Fee Agreement, the Bank No te or the Parity Notes other than the Senior Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture, the Parity Loans and the Subordinated Wastewater Bonds i ssued pursuant to any indenture related to Subordinated Wastewater Bonds.
(d) The Series A-3 Notes and the obligations of the Commission under this Agreement, the Fee Agreement and the Bank Note are revenue obligations and are not secured by the taxing power of the Commission and are payable as to both principal and interest from, and are secured by a pledge (which pledge will be effected in th e manner and to the extent hereinafter provided) of, Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues constitute a trust fund for the s ecurity and payment of the interest on a nd principal of the Commercial Paper Notes, including the Series A-3 Notes and the obligations of the Commission under this Agreement, the Fee Ag reement, the Bank Note and al l Parity Debt secured by the Available Wastewater Enterprise Revenues.
(e) No Senior State Loan remains unpaid or is otherwise outstanding. No additional Senior State Loans may be issued or incurred.

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, gi ven or made is required on the part of the Commission for the execution, delivery and perform ance 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 public agency, author ity or other instrumentality re quired for the issuance, sale, execution, and performance of this Agreement, th e Fee Agreement, the Bank Note or any other Basic Documents 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 knowledg e of the Commission, threatened against the Commission questioning the validity of the Charter, the City Legislation or the Resolutions, or any proceeding taken or to be taken by the Commission in connection with the execution, delivery and 4913-6688-5748.8

26 performance by the Commission of this Agreement, the Bank Note, the Fee Agreement or any 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 materi ally adversely affect the transa ctions contemplated by this Agreement or any of the other Basic Documents (any such action or proceeding being herein referred to as “Material Litigation”).

Section 4.6 Financial Condition. The audited financial statements of the Commission 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 r ecognized standing or by independent certified public accountants otherwise acceptable to the Bank. The 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 pr epared by [Macias Gini & O’Connell LLP] or a similar qualified independent auditing firm. The data on which su ch financial statements and budget reports are based were true and correct. 2024 Audited Financ ial Statements and the budget reports present fairly the financial position of the Commission as of the date they purport to represent and the revenues, expenses and changes in balances and in financial position for the periods then ended.

Since June 30, 2024, no material adverse change ha s occurred in the busin ess, 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 fu lly 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 defi nitions contained in the Basic Documents will be effective to amend, modify or terminate the re presentations, warranties and defi nitions 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 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, 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 untru e statement of a material fact. 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 whic h they were made, not misleading; provided, that no representation is made with respect to info rmation included in th e Offering Memorandum concerning (i) the Bank, furnished in writing by the Bank expressly for inclus ion therein, or (ii) DTC, furnished in writing by DTC expressly for inclusion therein. 4913-6688-5748.8

27 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 th e 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. (b) No “event of default” has occurred and is continuing under any other material mortgage, indenture, contract, agreement or und ertaking 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 C onstitution 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, 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 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 herewith or therewith.

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 would have a material adverse effect on the security for the Commercial Paper 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 plan maintained by the Commission for 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 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 oper ated, 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 re lated constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in level of or change in the nature of operations conducted thereat and any actual or potential liability to third parties, including empl oyees, and any related costs and expenses). On the basis of such review, the Commission does not believe that Envir onmental Laws are likely to have a material adverse effect on the ability of the Commissi on to make any payments in respect of the Commercial Paper Notes, the Bank Note or any of its obligations hereunder or under the Fee Agreement.

Section 4.13 Tax Status of Interest on Series 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 recipients thereof for Federal income tax purposes or which would cause interest on the Subseries 4913-6688-5748.8

28 A-3 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 (as successor in interest to U.S. Bank National Association) has been duly appointed the Issu ing and Paying Agent for the Commercial Paper Notes and that RBC Capital Markets, LLC,, Mo rgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc., initially, have each been duly a ppointed to serve as Deal ers for the Series A-3 Notes under their respective Dealer Agreement and the applicable Resolutions.

Section 4.15 Regulation U. The Commission is not engaged in the business of extending credit for the purpose of purchas ing 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 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 Pledged Revenues, subject only to the provisions of the Issuing and Paying Agent Agreement permitting the applic ation 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 payment of the principal of and interest on the Commercial Paper Notes and the obligations of the Commission under this Agreement, 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 Commercial Paper 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 Commercial Paper Notes or any 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 holid ays 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 a nd 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(l) 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.

Section 4.22 Sanctions Concerns and Anti-Corruption Laws. 4913-6688-5748.8

29 (a) Neither the Commission, nor, to the knowle dge of the Commission, any director, officer, employee, agent, affiliate or representative th ereof, is an individual or entity that is, or is owned or controlled by any individu al or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Inve stment Ban List, or any similar list enforced by any other relevant sanctions aut hority or (iii) located, organized or resident in a Designated Jurisdiction.
(b) The Commission has conducted its business in compliance with the United States Foreign Corrupt Practices Act of 1977 and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

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

ARTICLE 5

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 Fee Agreement or the Bank Note, the Commission shall perform and obse rve 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 of 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, accompanied by (A) a report and opinion of the Commission’s independent accountants (which will be of recognized standing or a certified public accountant otherwise accepta ble to the Bank), which report and opinion have been prepared in accordance with ge nerally accepted auditi ng standards and (B) a compliance certificate, substantially in th e form of Exhibit B hereto, signed by a 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 its existence, the nature and status thereof and any remedial steps taken or to be taken to correct such Event of Default or Default;
(ii) as soon as practicable but , in any event, within ten (10) days after the posting thereof, copies of any prospectus, offi cial statement, offering circular, placement memorandum or similar docum ent, and any supplements thereto and updates and 4913-6688-5748.8

30 amendments thereof (including any filings made pursuant to Rule 15c2-12 under the Securities Act of 1934, as amended), that th e Commission makes available in connection with the offering for sale of any bonds or notes 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 af ter the publication thereof, a copy of the Annual Budget for the next Fiscal Year and such additional period as may be covered by the 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) promptly upon learning of any change in the legal holidays of the City or 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 noti ce of such change(s), in the form of an updated complete list, which will replace Exhibit C attached hereto; and (v) 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 statem ent, audit report or ot her 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 Business Days’ notice, the Commission shall permit the Bank or any of its agents or representatives 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 Commission (and to make copies thereof and extracts therefrom), and to discuss the af fairs, 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 Othe r Debt Documents; Operation and Maintenance of Wastewater Enterprise.
(i) The Commission shall perform and comply with each covenant set forth in the Basic Documents and in any other authorizing document that is entered into by the Commission and created subsequent to the Cl osing Date with respect to the Commercial Paper Notes, the Wastewater Bonds Indenture, the Subordinated Wastewater Bonds or any Parity Debt including, without limitation, each line of credit, letter of credit, bond policy, surety bond or other form of credit or liquidity enhancement the Commission may provide in conjunction with the issuance of any Senior Wastewater Bonds, Subordinated 4913-6688-5748.8

31 Wastewater Bonds or Parity Debt (the foregoing documents (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 beneficiar y 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, toge ther with the related definitions of terms contained therein, is incorporated by reference in this Section 5.1(c) with the same effect as if it were set forth herein in its entirety . Except as otherwise set forth in paragraph (ii) below and in Section 5.2(a) hereof, the Commission shall not amend, supplement or otherwise modify (or permit a ny of the foregoing), or reques t or agree to any consent or waiver under, or effect or permit the cancellation, acceleration or termination of, or release or permit the release of any collateral held under, any of the Basic Documents or any 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 requested by the Bank to strictly enforce the ob ligations of the other parties to any of the Basic Documents and any Other Debt Document s, as well as each of the covenants set forth therein. The Commission shall give pr ior 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 Enterprise in good repair and working orde r at all times from the Wast ewater Enterprise Revenues available for such purposes, in conformity with standard s customarily followed by municipal sanitary waste and storm water collection, treatment and disposal systems of like size and character. The Commission will from time to time make all necessary and proper repairs, renewals, replacemen ts and substitutions to the properties of the Wastewater Enterprise, so that at all times business car ried on in connection with the Wastewater Enterprise shall and can be properly and advantageously conducted in an efficient manner and at reasonable cost, and will operate the Wastewater Enterprise in an efficient and economical manner and shall not commit or allow any waste with respect to the Wastewater Enterprise.
(d) Defaults. The Commission shall notify the Bank of any Default or Event of Default of which the Commission has knowl edge, as soon as possible and, in any event, within three Business Days of acquiring knowledge thereof, setti ng forth the details of such Default or Event of Default and the action which the Commission has taken and proposes to take with respect thereto.
(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) Reserved.
(g) Use of Proceeds of the Commercial Paper Notes. The Commission shall use the proceeds derived from the sale of the Commercial Paper 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. In addition, the Commission shall not use, nor per mit the use of, the proc eeds of the Commercial 4913-6688-5748.8

32 Paper Notes or any Drawing to be applied in violati on of Regulation U issu ed by the Board of Governors of the Federal Reserve System.
(h) Litigation Notice. The Commission shall promptly give notice to the Bank of any action, suit or proceeding actually known to it at la w or in equity or by or before any court, governmental instrumentality or other agency wh ich, if adversely determined, would materially impair the ability of the Commission to perform its obligations under the Commercial Paper Notes, the Bank Note, this Agreement, the Fee Agreement or any other Basic Document. (i) Bank Agreements. In the event that the Commission shall enter into or otherwise agree to any amendment, supplement or other modification of any Bank Agreement after the Closing which Bank Agreement contains additional or more restrictive covenants or additional or more restrictive events of default (“Improved Provisions,” which for the avoidance of doubt does not include pricing, termination fees and provisions related to interest rates), then the Commission shall provide the Bank with a copy of such Ba nk Agreement and the Improved Provisions shall automatically be deemed incorporated into this Agreement and the Bank shall have the benefit of Improved Provisions until such time as the Bank Agreement containing such Improved Provisions terminates. The Commission shall promptly cooperate with the Bank to enter into an amendment of this Agreement to include such Improved Provisions.
(j) Further Assurances. The Commission shall ex ecute, acknowledge where appropriate 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.
(k) 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 Wastewater Enterprise Debt is issued, in curred, enhanced or purchas ed, (ii) notice of the failure by any Dealer or the Issuing and Paying Agent to perform any of their respective obligations under the applicable Dealer Agreement or the Issuing and Paying Agent Agreement, as applicable, (iii) copies of any communicati ons received from any taxing au thority, securities regulatory authority or Rating Agency with respect to the Commercial Paper Notes, the transactions contemplated hereby or any ot her Wastewater Enterprise Debt which are not restricted or prohibited from being shared by law or the direction of a cour t of competent jurisdiction or other Governmental Authority or, with respect to Rating Agency reports, confidential draft Rating Agency reports, (iv) notice of any proposed su bstitution of this Agreement, (v) 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 (vi) notice of the passage of any state or local La w not of general applicability to all Persons of which the Commission has knowledge, could reasonabl y 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 an adverse effect on the enforceability or validity of this Agreement or any of the other Basic Documents.
4913-6688-5748.8

33 (l) Maintenance of Insurance. The Commission shall maintain, or cause to be maintained, at all times, insura nce on and with respect to its properties with responsible and insurance companies; provided, however, that the Commission may maintain self-insurance for general liability on its properties not covered by the public entity property insurance program policy, for worker’s compensation and vehicle liab ility and, with the c onsent of the Bank, such other self-insurance as it deems prudent. Such insurance must include casualty, liability and workers’ compensation and be in amounts and w ith 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 Wastewater Enterprise Revenues or funds of the Wastewater Enterprise, such insurance or bond to be in an aggregate amount at least equal to the maximum amount of such Wastewater Enterprise Revenues or funds at any one time in the custody of all such officers and employees or in the amount of one million dollars whichever is less. The insurance described above may be provided as part of any comprehensive fidelity and other insurance and not separately for the Wastewater Enterprise. (m) Alternate Facility.
(i) The Commission shall use commercially reasonable efforts to obtain an Alternate Facility to replace the Letter of Cr edit (or otherwise refinance the Series A-3 Notes if (A) the Bank decides not to exte nd the Stated Expiration Date pursuant to Section 2.12 hereof, (B) an Event of Defaul t has occurred and is continuing, (C) the Commission terminates the Letter of Credit pursuant to Section 2.7 hereof or (D) the Bank declares amounts due hereunder, under th e Fee Agreement and under the Bank Note immediately become due and payable. The Commission shall not cause an Alternate Facility to become effective with respect to less than all the Series A-3 Notes without the prior written consent of the Bank.
(ii) The Commission agrees that any termina tion of this Agreement as a result of the provision of any Alternate Facility wi ll require, as a condi tion 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 outst anding principal amount, together with any accrued by unpaid interest thereon, of any and all other obligations due and owing under the Fee Agreement.
(n) Preservation of Security. The Commission shall take any and all actions as 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(o) hereof.
(o)
Pledge of Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues are hereby pledged to the payment of the Series A-3 Notes and the obligations of the Commission under this Agreement, the Fee Agreement and the Bank Note without priority or distinction of one ov er the other. The pledge of Availa ble Wastewater Enterprise Revenues 4913-6688-5748.8

34 herein made is irrevocable until all of the Series A-3 Notes and the obligations of the Commission under this Agreement, the Fee Agreement, the Bank Note and any Parity Debt secured by Available Wastewater Enterprise Revenues have been paid and retired and any related obligations of the Commission under this Agreement have been satisfied. The Commission will not issue Debt by or payable from the Wastewater Enterprise Revenues on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Agreemen t and under the Bank Note other than Senior Wastewater Bonds issued pursuant to the Wast ewater Bonds Indenture, Parity Loans and Subordinated Wastewater Bonds issued pursuant to a Subordinated Wastewater Bonds indenture. (p) Available Revenues.
(i) Wastewater Enterprise Debt . The Commission covenants to establish, maintain and collect rates and charges with respect to the Wastewater Enterprise sufficient (after giving effect to the expected receipt of refinancing proceeds from the sale of Parity Notes, Senior Wastewater Bonds and Subor dinated Wastewater Bonds) to pay all Commercial Paper Notes, the Bank Note and all other obligations payable from Wastewater Enterprise Revenues.
(ii) Senior Debt.
(A) To the fullest extent permitted by law, the Commission shall establish, fix and prescribe, prior to the commencement of each Fiscal Year, rates, fees and charges in connection with the sa nitary waste and storm water collection, treatment and disposal services and facilities furnished by the Enterprise so as to yield Revenu es at least sufficient, after making reasonable allowances for contingencie s and error in the estimates to pay the following amounts:
(1) the interest on and principa l of the Bonds (as such term is defined in the Wastewater Bonds Indenture) as they become due and payable (but not including any interest moneys for the payment of which have been deposited in the Interest Fund from the proceeds of any series of Bonds or from any other source); (2) all other payments required for compliance with the terms of the Wastewater Bonds Indenture and of any Supplemental Indenture (as defined in the Wastewater Bonds Indenture) providing for the issuance of additional series of Bonds pursuant to Article III of the Wastewater Bonds Indenture;
(3) all other payments to meet any other obligations of the Commission which are charges, liens or encumbrances upon, or payable from, the Revenues; and
(4) all current Operation and Maintenance Costs of the
Enterprise (but not including such Operation and Maintenance Costs of the Enterprise as are scheduled to be paid by the Commission 4913-6688-5748.8

35 from moneys other than Revenues, such moneys to be clearly available for such purpose).
(B) In addition to the requirement s in subsection (A), to the fullest extent permitted by law, the Commission shall establish, fix and prescribe, prior to the commencement of each Fiscal Year, rates, fees and charges in connection with the sanitary waste and storm water collection, treatment and disposal services and facilities furnished by the Enterprise, which are reasonably expected to be at least sufficient to yield during such Fiscal Year Net Revenues (as such term is defined in the Wastewater Bonds Indenture) (together with any fund balances of the Commission, which are available for Debt Service, but excluding the Bond Reserve Fund) equal to at least 1.25 times Annual Debt Service payable in such Fiscal Year. (C) The Commission may make adjust ments from time to time in such rates, fees and charges and may make such classification thereof as it deems necessary, but shall not reduce such rates, fees and charges below those then in effect unless the Reve nues resulting after such reduced rates are put into effect will at all times be sufficient to meet the requirements of this Section.
(D) So long as the Commission has complied with its obligations described in clause (A) and clause (B) of this Section 5.1(p)(ii), the failure to yield the amount of Revenues as set forth in clause (A) of this Section 5.1(p)(ii), or th e failure of Net Revenu es to equal 1.25x Annual Debt Service as set forth in clause (B) of this Section 5.1(p)(ii) at the end of a Fiscal Year, shall not constitute a default or an Event of Default hereunder so long as the Commission has complied with clause (A) and clause (B) of this Section 5.1(p)(ii) at the commencement of the succeeding Fiscal Year. (q) Budget. The Commission shall include in each annual budget of the Commission 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 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 includ e therein the amounts required to be paid to the Bank during the course of the Fiscal Year to which such annual budget applies. (r) Payment of Taxes, Etc. The Commission shall pay and discharge, or cause to be paid and discharged, all taxes, assessments a nd other governmental charges which may hereafter be lawfully imposed upon the Commission on account of the Wastewater Enterprise or any portion thereof and which, if unpaid, mi ght impair the security of the Commercial Paper Notes and the obligations of the Commission under this Agreement, the Fee Agreement and the Bank Note when the same become due, but nothing herein contai ned will require the Commission to pay any such 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 G overnmental Authority relative to the Wastewater Enterprise or any part thereof. 4913-6688-5748.8

36 (s) Notice of Rating Change. The Commission shall use its best efforts to notify the Bank as soon as practicable of any suspension, reduction or withdr awal in the senior long-term ratings of any Wastewater Enterprise Debt.
(t) Issuing and Paying Agent and Dealer.
(i) The Commission shall at all times maintain a Dealer with respect to the Series A-3 Notes. The Commission shall use it s 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 Notes up to the maximum rate applicable to the Series A-3 Notes in order to pay maturing Series A-3 Notes. Each Dealer Agreement shall provide that the related Dealer 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 days following the receipt by the Commission, the Issuing and Paying Agent and the Bank 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 th e terms of the Issuing and Paying Agent Agreement. Any successor Issuing and Paying Ag ent (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 Moody’s, S&P and Fi tch 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 discretion 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 Dealer to act as dealer for the Series A-3 Notes. In the event that any material adverse change occurs in the status of the financial condition of any Dealer for the Series A-3 Notes or its ability to perform its obliga tions 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 Series A-3 Notes. If any Advance or Term Loan remains outstanding for a period of thir ty (30) consecutive calendar days or any Dealer fails to perform its duties under the De aler Agreement to which it is a party, the Commission shall, at the written direction of the Bank, cause the rela ted Dealer (that has been unable to sell rollover Series A-3 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 (or any parent or affiliate of such Dealer shall have capital of not less than $500,000,000, underlying ratings from Moody’s, S&P and Fitch of at least “A3” (or its equivalent), “A-” 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).
(u) Maintenance of Ratings on Notes . The Commission shall at all times (i) maintain at least one short-term rating on the Series A-3 Notes by any of Fitch, Moody’s and S&P, (ii) require at least two of Moody’s, Fitch and S&P to maintain a long-term unenhanced debt rating on Senior Wastewater Bonds and (iii ) cause at least one of Moody’s, Fitch and S&P to maintain a long-term rating on the Bank Note.
4913-6688-5748.8

37 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 Document s or the Wastewater Bonds Indenture, except (i) the Commission may amend or modify, or permit to be amended or modified, any of the Basic Documents (as and to the extent the Commission’s participation is required for such purpose) in a manner (A) not relating to the dutie s, obligations or rights of the Bank under this Agreement and not having a material adverse effect on (x) the ability of the Commission to pay when due the principal of or interest on the Commercial Pape r Notes and the obligations of the Commission under this Agreement, the 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 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, m odification, 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, suppleme nt or other change re quires the prior written consent of the Bank in accordance with this Se ction 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 cu ring any ambiguity, inconsistenc y 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 Bank Note, or any other Basi c Document and, solely in conn ection with the issuance of additional Debt, issue in strict compliance with the terms of the govern ing documents related thereto.
(b) Merger, Disposition of Assets. Consolidate or merge with or into any Person or 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 subdivi sion of the State or its rights and powers as such entity within the State.
(d) Total Outstanding. Permit the aggregate principal amount of all Commercial Paper Notes and the Bank Note outstanding at any time to exceed $1,250,000,000 (except as provided in Section 5.2(f) hereof); or permit the aggregate principal amount of and interest on all Series A-3 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 Comme rcial Paper Notes (other than those issued as Commercial Paper Notes) from the gross income of the holders thereof for purposes of Federal income taxation.
(f) Issue Debt.
4913-6688-5748.8

38 (1) Issue any Wastewater Enterprise Debt unless:
(i) such Wastewater Enterprise Debt will not exceed at any time any limitation set forth in the Constitution or other laws of the State, the Charter, the City Legislation, the Resolutions , any other resolutions adopted by the Commission, the Wastewater Bonds Indentur e or any supplement thereto or the Issuing and Paying Agent Agreement;
(ii) for any Wastewater Enterprise Debt, both (x) the actual revenues of the Wastewater Enterprise for the most recently completed Fiscal Year and (y) projected revenues for the next three Fiscal Years following the issuance of such additional Wastewater Enterprise Debt are or will be sufficient to satisfy the covenant set forth in Section 5.1(p) hereof;
(iii) the Commission shall not issue any Senior State Loans; (iv) if such Wastewater Enterprise Debt consists of Senior Lien Wastewater Bonds, (1) the ratio of (A) Net Revenues for the most recent Fiscal Year for which audited financial statements ar e available, or any consecutive twelve calendar month period during the eightee n calendar month period prior to the issuance of such additional Senior Lien Wastewater Bonds to (B) Annual Debt Service for the current Fiscal Year, calculated as of the date of sale of, and including such additional Senior Lien Wastewater Bonds will not be less than 1.25:1; or (2) the ratio of (A) Net Revenues projected by the Commission for each of the next three Fiscal Years as determined in S ection 3.05(f)(i) of the Wastewater Bonds Indenture, and including in such projections amounts projected to be received from any adopted rate increases and fund balances of the Commission which are projected to be available for the payment of Debt Service (but excluding the Bond Reserve Fund), to (B) Annual Debt Service in each of such three Fiscal Years, calculated as of the date of sale of and including such additional Senior Lien Wastewater Bonds, will not be less than 1.25:1 in each of such Fiscal Years. (v) Reserved.
(vi) if such Wastewater Enterprise Debt consists of additional Parity Loans, no Event of Default has occurred and is c ontinuing under the Wastewater Bonds Indenture or any Suppl emental Indenture (as defined in the Wastewater Bonds Indenture) (and no event has occurred which, but for the passage of time or the giving of notice, would constitute an Event of Default under the Wastewater Bonds Indenture or any Supplemental Indenture) and the Commission has delivered a Certificate to the Trustee (which the Commission shall also use its best efforts to address such certificate to the Bank) setting forth for the next three Fiscal Years, determined on such date, (i) the Wastewater Enterprise Revenues, Operation and Maintenance Costs of the Wastewater Enterprise and Net Revenues and (ii) the Annual Debt Service (assumi ng the delivery of the Parity Loans), and demonstrating that the estimated Net Revenues (together with any fund balances of the Commission, which are available for De bt Service, but excluding the Bond 4913-6688-5748.8

39 Reserve Fund), in each of such Fiscal Years is at least equal to 1.25 times the Annual Debt Service in each of such Fiscal Years;
(vii) if such Wastewater Enterprise Debt consists of Commercial Paper Notes or Parity Notes, the aggregate principal amount of such Commercial Paper Notes and Parity Notes and a ny amounts outstanding under the Bank Note and any bank notes related to Parity Notes outstanding does not exceed $1,250,000,000;
(viii) the issuance of Parity Debt will not result in the creation of a Lien on the Pledged Revenues that is senior to the Lien securing the Commercial Paper Notes or the obligati ons under this Agreement, th e Fee Agreement, and the Bank Note;
(ix) no Default or Event of Default shall have occurred and be continuing hereunder as a result thereof; and
(x) any Parity Debt shall be issued in compliance with
Section 5.07 of the Issuing and Paying Ag ent Agreement; and in connection with the issuance of any additional Parity Debt, the Commission will provide the Bank certificates demonstrating compliance with the requirements set forth in Section 5.07 of the Issuing and Paying Agent Agreement. (2) The Commission will not issue De bt secured by or payable from the Wastewater Enterprise Revenues on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Agreement and the Bank Note other than Parity Loans, Senior Lien Wastewater Bonds and Subordinated Wastewater Bonds. (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 appr oved in writing the desc ription of the Bank contained in such document.
(h) Arbitrage Bonds; Tax-Exempt Status of Subseries A-3 Notes. Invest the proceeds of the Tax-Exempt Subseries A-3 Notes in any way that would violate the Code or cause the Tax- Exempt Subseries A-3 Notes to be “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 Tax-Exempt Subseries A-3 Notes from gross income of the holders thereof for Federal income tax purposes. (i) Swap Contracts. Without the prior written consent of the Bank, enter into any Contract secured by Wastewater Enterprise Re venues (a) wherein any termination payments thereunder are senior to or on parity with the payment of the Commercial Paper 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 Pledged Revenues other than the Liens created or permitted by the Issuing and Paying Agent Agreement and Liens that are junior and subordinate to the Lien created by the Issuing and Paying Agent Agreement under such conditions satisfactory to the Bank.
4913-6688-5748.8

40 (k) Sovereign Immunity. Assert 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) Maintenance of Available Wastewater Revenues. The Commission 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 Wastewater 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 Wastewater Enterprise to pay the fees, rates and charge s to the services and facilities furnished by the Wastewater Enterprise. The Commission shall not provide any service of the Wastewater Enterprise free of charge to any Person, except (i) for free by the City and its agencies, (ii) to the extent that any such free us e 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 th e other covenants of this Ag reement, including, without limitation, Section 5.1(p) hereof.
(m) Reserved.
(n) Preservation of Existence, Etc. Take any action pursuant to the Charter to accomplish a merger of the Wastewater Enterprise with any other en tity or enterprise, unless and until the Commission has provided a method for segregating the Wastewater Enterprise Revenues from the revenues of said other entity or enterpri se in a manner that will, or shall otherwise maintain, the Lien on the Available Wastewater Enterprise Revenues for the payment of the Commercial Paper Notes and the Bank Note provided in Section 4.3 hereof and has obtained an opinion of counsel from a firm nati onally 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 Series A-3 Notes or cause the Lien created by this Agreement to be no longer valid as required by Section 5.1(n) If the Commission does effect such a merger, the Commission shall provide written notice thereof to the Bank and shall deliv er a copy of the aforementioned opinion to the Bank.
(o) Use of Proceeds. Use the proceeds of any credit extension, whethe r directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Boar d of Governors of the Federal Reserve System) or extend credit to others for th e purpose of purchasing or carryin g margin stock or to refund indebtedness originally incurred for such purpose, in each case in violation of, or for a purpose that 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 Commercial Paper or the Bank Note for any purpose other than as provided for in the Resolutions and not in contravention of applicable Law.
(p) Commercial Paper Notes. Permit any Commercial Paper Note issued pursuant to 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. 4913-6688-5748.8

41 ARTICLE 6

DEFAULTS
Section 6.1 Events of Default. If any of the following events occurs, each such event shall be an “Event of Default”:
(a) the Commission fails to pay, or cause to be paid, as an d when due, (i) any Reimbursement Obligation or (ii) any Obligati on (other than a Reimbursement Obligation) hereunder or under the Fee Agreement and, in such case, such failure c ontinues for five (5) 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 incorrec t or untrue in any material respect wh en made or deemed to have been made or delivered;
(c) the Commission defaults in the due pe rformance or observan ce of any of the covenants set forth in Section 2.15, 5.1(c), 5.1(d), 5.1(g), 5.1(m)(ii), 5.1(o), 5.1(t)(ii),5.1(t)(iii) or

5.2 hereof;
(d) the Commission defaults in the due performance or observance of any term, covenant or agreement contained in this Agreement 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 had entered involuntarily against it an orde r for relief under the United States Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, admits in writing its inability to pay, its debts generally as they be come due, (iii) makes an assignment for the benefit of creditors, (iv) applies for, seeks, consents t o, or acquiesces in, the ap pointment of a receiver, custodian, trustee, examiner, liquidator or similar official for 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 seeking 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 (i) through (v) above or (vii) fails to c ontest in good faith any appointment or proceeding described in Section 6.1(f) of this Agreement;
(f) a custodian, receiver, trustee, examiner, liq uidator 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 Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days;
4913-6688-5748.8

42 (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 or any other Basic Document at any time for any reason ceases to be valid and binding on the Commission as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or is declared in a final non-appealable judgment by any court of 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 Wastewater Enterprise Debt, including, without limitation, the Wastewater Bonds 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 Wastewater Enterprise including, without limitation, the Wastewater Bonds 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 Wastewater Enterprise Debt beyon d the period of grace, if any, provided in the instrument or agreement under which such Wastewater Enterprise Debt was created or incu rred or (ii) defaults in the observance or performance of any agreem ent or condition relating to any Wastewater Enterprise Debt, including, without limitatio n, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating thereto, or any ot her 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 without regard to whether any notice is required) any such Wastewater Enterprise Debt to be come immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; (k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrume nt or agreement under which Debt (other than Wastewater Enterprise Debt) was created or incu rred or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or c ontained in any instrument or agreement evidencing, securing or relating th ereto, or any other default, even t 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) any such Debt to become immediately due and payable in full as the result of the accel eration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt); (l) any final, nonappealable judgment or j udgments, 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 sixty (60) days; 4913-6688-5748.8

43 (m) (i) the Commission shall default in th e 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 “even t 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 Subserie s A-3 Notes and either (i) the Commission, after it has been notified by the Inte rnal 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 challenges such ruling, assessment, or advice and a court of law makes a determination, not subj ect to appeal or review by anot her court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Fitch, Moody’s or S&P (i) downgrad es its long-term ra ting of any Senior Debt of the Commission to below “BBB+” (or its equivalent), “Baa1” (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 furthe r notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Ev ent 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
(b) issue a No-Issuance Notice (the effect of which shall be as provided in Section 2.18 of this Agreement), reduce the Stated Amount of the Letter of Credit to the amount of then outstanding Commercial Paper Notes supported by the Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the Letter of Credit as the then outstanding Commercial Paper Notes are paid and terminate the Letter of Credit when no Commercial Paper 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 (15) 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. 4913-6688-5748.8

44 ARTICLE 7

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 sign ed 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 it is given.

Section 7.2 Notices. All notices and other communications provided for hereunder shall be in writing (including required copies) and se nt 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
Attention: Chief Financial Officer
525 Golden Gate Avenue, 13
th Floor
San Francisco, California 94102
Telephone: (415) 554-3155
Facsimile: (415) 554-3161

with copies to (as it relates to notices and invoices):

City and County of San Francisco
Public Utilities Commission
Attention: Capital Finance Director
525 Golden Gate Avenue, 4th Floor
San Francisco, California 94102
[email protected]

(b) if to the Bank:

Bank of America, N.A.
333 S. Hope Street, 38th Floor
Los Angeles, California 90071
Attention: Jyoti Rathore
Telephone: (213) 621-4971
Email: [email protected]
In the case of communications to the Bank with respect to drawings under the Letter of Credit:
4913-6688-5748.8

45 Bank of America, N.A.
800 5th Avenue
Mailcode: WA1-501-35-11
Seattle, Washington 98104
Attention: Satinder Parwana
Telephone: (206) 358-6055
Email: [email protected]
In the case of payments to the Bank:

Bank of America, N.A.

ABA: 026009593
A/C: 04535-883980
Reference: __________
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
Attention: Denia Larios
100 Wall Street, 16th Floor
New York, New York 10005
Attention: Global Corporate Trust Services
Telephone: (212) 361-6151
Email: [email protected]
(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 communications will, when delivered, sent by facsimile transmission or mailed, be effective when deposited with the courier, sent by facsimile tr ansmission or mailed, respectively, addressed as aforesaid, except that requests for Drawings s ubmitted 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 here under 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 refe rence 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 Commiss ion which are contained in this Agreement will 4913-6688-5748.8

46 inure to the benefit of the successors and assigns of the Bank. The Commission may not transfer its rights or obligations under th is 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 the Commission has receiv ed written notice from at least two nationally recognized rating agencies that the transfer will not cause the lowering, withdrawal or suspension of any ratings then existing on the Series A-3 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 Pers on (including, without limitation, the Issuing and Paying Agent, any Dealer or any holder of Commercial Paper 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 participation. (b) Notwithstanding the foregoing, the Bank will be permitted to grant to one or more financial institutions (each a “ Participant”) a participation or participat ions 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 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 Ba nk’s rights and obligations under this Agreement, the Fee Agreement, 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, an 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 abso lute, unconditional, irre vocable and payable strictly in accordance with the terms of the Issuing and Paying Agent Agreement, this Agreement, and the other Basic Documents to which the Co mmission is a party, under all circumstances including, without limitation, the following:
(a) any lack of validity or enforceability of this Agreement, the Letter of Credit, the Fee Agreement or the Commercial Paper Notes or any other Basic Document; (b) any amendment or waiver of or any consent to departure from the terms of Issuing and Paying Agent Agreement or all or any of th e other Basic Documents to which 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 agai nst the Bank, the Commission, 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;
4913-6688-5748.8

47 (d) any statement or any other document pres ented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement being untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Cred it 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 th e State, the Commission assumes all risks of the acts or omissions of the Issuing and Paying Agent with respect to the use of the Letter of Credit and the use of proceeds thereunder; provided that this provision with respect to the Bank is not intended to and will not preclude the Commi ssion from pursuing such rights and remedies as it may have against the Issuing and Paying Agen t under any other agreements. Neither the Bank nor any of its respective officers or directors will be liable or re sponsible for (i) the use of the Letter of Credit, the Drawings or the Advances, the proceeds of the Commercial Paper Notes or the transactions contemplated hereby and by the other Basic Do cuments or for any acts or omissions of the Issuing and Paying Agent or any Dealer, (ii) the va lidity, sufficiency or genuineness of any documents determined in good faith by the 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) payment by the Bank against presentation of 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 (iv) 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 of the Bank.
(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 (i ncluding 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 w ith (i) the execution and delivery of this Agreement, the Fee Agreement, the Letter of Credit and the transactio ns contemplated hereby or thereby and (ii) any untrue statement or alle ged untrue statement of any material fact contained in the Offering Memorandum prepared and distributed in connec tion with the Commercial Paper Notes 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 exte nt, but only to the extent, any such claim, damage, liability, cost or expense is caused by the Bank’s willful misconduct or gross negligence. The Bank is expressly authorized and directed to honor any demand for payment which is made under the Letter of Cred it without regard to, and without any duty on its part to inquire into the existence of, any dis putes or controversie s between the Commis sion, any Dealer, the Issuing and Paying Agent or other Person or the re spective rights, duties or liabilities of any of 4913-6688-5748.8

48 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 and hereby waives, any claim against the Bank, on any th eory of liability, for special, indirect, or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or 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 unde r this Section 7.5 will survive the termination of this Agreement.

Section 7.6 Expenses. Upon receipt of a written invoice, the Commission shall promptly pay (i) the reasonable f ees and expenses of counsel to the Bank incurred in connection with the preparation, execution and delivery and ad ministration of this Agreement, the Letter of Credit, the Fee Agreement and the other Basic Docu ments 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 Credit, the Fee Agreement and other Basic Documents ( provided that such expenses to be paid in connection with the execution and delivery will not exceed the amount specified in the Fee Agreement), (iii) the fees and disbursements of counsel to the Bank with resp ect to advising the Bank as to its rights and 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 here with, 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’ fees and costs of settlement) incurred by the Bank in enforcing any rights or in collecting any payments due from the Commission hereunder by reason of such Event of Default or in connection with any refina ncing or restructuring of the cr edit arrangements provided under this Agreement in the nature of a “workout” or of any insolvency or bankruptcy proceeding. The obligations of the Commission under this Sec tion 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 thereo f or preclude any other or further exercise nor will a single or partial exercise thereof, preclude a ny other or further exercise thereof or 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 and the Letter of Credit and any other Basic Docume nts, 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.
4913-6688-5748.8

49 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 Agreem ent which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability w ithout invalidating the remaining provisions hereof or affecting validity or enforceabilit y of such provision in any other ju risdiction, and all other remaining provisions hereof will be construe d to render them enforceable to the fullest extent permitted by law. The parties shall endeavor in good faith ne gotiations to replace the invalid, illegal or unenforceable provisions with va lid provisions the economic or le gal 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 origin al, but when taken together constitute but one agreement, and any of the parties hereto ma y 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 rep licating image attached, and any printed or copied version of any signature page so delivered will have the same force and effect as an originally signed version of such signature page.

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 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, TH E 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 HERE UNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CHOICE OF LAW. (b) TO THE EXTENT PERMITTED BY A PPLICABLE LAW, EACH OF THE

PARTIES HERETO WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE

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 4913-6688-5748.8

50 UNENFORCEABLE FOR ANY REASON IN SUCH FORUM, EACH OF THE PARTIES

HERETO CONSENTS TO THE ADJUDICATI ON OF ALL CLAIMS PURSUANT TO

REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE AND THE

JUDICIAL REFEREE IS EMPOWERED TO HEAR AND DETERMINE ALL MATTERS IN SUCH REFERENCE, WHETHER FACT OR LAW. EACH OF THE PARTIES HERETO

REPRESENTS THAT IT HAS REVIEW ED THIS WAIVER AND CONSENT AND,

FOLLOWING CONSULTATION WITH LE GAL COUNSEL ON SUCH MATTERS,

KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AND 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 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 modifi cations 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 person 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 (“OF AC”), the Department of the Treasury or included in any Executive Order that prohibits or limits th e Bank from making any advance or extension of credit to the Commission or from otherwise conducting business with the Commission and (b) ensure that proceeds of the Commercial Paper Notes are not used to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto. Further, the Commission shall comply, and cause any of its subsidiaries to comply, with all applicable Bank Secrecy Act laws and regulations, as amended.

Section 7.16 USA PATRIOT Act. The Bank notifies the Commission that, pursuant to 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 documenta ry and other evidence of the Co mmission’s identity as may be requested by the Bank at any time to enable the Ba nk 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 amendments, transfers, assignments of proceeds, Drawings, consents, waivers and all documents relating to the Letter of Credit which are sent to the Bank by electronic transmission, including SWIFT, electronic mail, telex, telecopy, c ourier, mail or other computer generated telecommunications and such elec tronic communication will have the same legal effect as if written and will be binding and enforceable against the Commission. The Bank may, but shall not be obligated to, require authenti cation of such electronic transmis sion or that the Bank receives original documents prior to acting on such electronic transmission. 4913-6688-5748.8

51 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 Syst em and any Operating Circular 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 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 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 a municipal advisor or financial advisor to the Commission; (iii) the Bank has no fiduciary duty pursuant to Section 15B of the Securities Exch ange Act of 1934 to the Commission with respect to this transaction and the discussions, undertak ings 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 Commission on other matters); (iv) the only obligations the Bank has to the Commission with respect to this transaction are set forth in this Agreement; and (v) the Bank is not recommending that the Commission take an action with respect to the transaction described in this Agreement and the other Basic Documents, and before taking a ny action with respect to this transaction, the Commission should discuss the inform ation contained herein with its own legal, accounting, tax, financial and other advisors, as the Commission deems appropriate.

Section 7.21 Reserved.

Section 7.22 Redaction. 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 eith er 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 Cred it (including without li mitation any amendments hereto or thereto), the Commission shall only pr ovide 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 conf idential information contained in this Agreement and the Letter of Credit (including without limitation any amendments hereto or thereto) which could be used in a manner, such as any VRDO li quidity bank routing or account numbers, staff names and contact information and fees assessed by the Bank, which redaction is consistent with MSRB Notice 2011-(February 23, 2011) and the Commission shall not provide or cause to be provided a copy of th is Agreement. The Bank shall provide such redacted copies of this Agreement and the Letter of Credit (including without limita tion any amendments hereto or thereto) upon request by the Commission. To the extent requested by any Dealer, the Commission shall cause such Dealer to deliver only redacted copies of this Agreement and the Letter of Credit (including without limitation any amendments here to or thereto), in the forms provided by the 4913-6688-5748.8

52 Bank, and shall not permit delivery of a copy of th e Fee Agreement, to the Municipal Securities Rulemaking Board pursuant to said Rule G-34 or any similar rule or regulation.

Section 7.23 QFC Provisions. To the extent that the Basic Documents provide support, through a guarantee or otherwise, for any agreemen t 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 Insuranc e 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 notw ithstanding that the Basic Do cuments and any Supported QFC may in fact be stated to be gove rned 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 secu ring such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Re gime 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 pro ceeding 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 Cove red 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 anythi ng to the contrary in the Basic Documents or any other agreement, bu t 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 any 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, 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 Documents, 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 proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. [SIGNATURE PAGES FOLLOW]
4913-6688-5748.8

[Signature Page — Reimbursement Agreement — Series A-3 Notes]

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

DA VID CHIU
City Attorney of the City and
County of San Francisco
By: ____________________________
Name: Katherine Thursby Ortega
Title: Deputy City Attorney

ACKNOWLEDGED:

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

BANK OF AMERICA, N.A.

By: __________________________________
Name:

Jyoti Rathore
Title: Senior Vice President
4913-6688-5748.8

I-1

APPENDIX I

FORM OF LETTER OF CREDIT
[TO COME]
4913-6688-5748.8

A-1

EXHIBIT A

FORM OF BANK NOTE

SAN FRANCISCO PUBLIC UTILITIES COMMISSION BANK NOTE
(WASTEWATER SERIES, PROPOSITION E) BANK OF AMERICA, N.A.

January [__], 2026 San Francisco, California
$[_____]
For value received, PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) promises to pay to the order of BANK OF AMERICA, N.A. (the “Bank”), by wire transfer to the payment account specified in the Agreement referred to below, or such other account as the Bank may specify to the Commission in writing, the principal sum of [_____] Dollars ($[_____]) or, if less, the aggregate outst anding principal amount of the Reimbursement Obligations from time to time owing to the Bank pursuant to the Reimbursement Agreement, dated as of January [__], 2026, be tween 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 provide d 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 No te, that, before disposing of this Bank Note, it will make a notation on the schedule attach ed 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 obliga tion 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 Pledged Revenues. This Bank Note constitutes a valid and binding obligation of the Commission issued under the Issuing and Paying Agent Agreement and is secured by, and paya ble from, the Pledged Revenues and from the proceeds of subsequent borrowings by the Commission, including but not limited to additional or rollover Commercial Paper Notes authorized thereunder.
4913-6688-5748.8

A-2

The undersigned maker and all guarantors, endo rsers 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 ST ATE OF CALIFORNIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS.

[SIGNATURE PAGE TO FOLLOW]

4913-6688-5748.8

A-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:

Title:

Approved as to Form:

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

Name:

Title:

ACKNOWLEDGED:

By:

Name:

Title:

4913-6688-5748.8

A-4

TRANSACTIONS ON BANK NOTE
Date
Principal
Amount of
Reimbursement
Obligation
Amount of
Principal Paid
Date to
Which
Interest Paid
Notation
Made By

4913-6688-5748.8

B-1

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE
This Compliance Certificate (this “Certificate”) is furnished to Bank of America, N.A. (the “Bank”) pursuant to the Reimbursement Agreem ent, dated as of January [__], 2026 (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 paragra ph 2 did not disclose, and I have no knowledge of, the existence of a ny 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 concurrent ly 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__.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name:

Title:
4913-6688-5748.8

C-1

EXHIBIT C
2025 LIST OF CITY HOLIDAYS
(INCLUDING DAYS CITY IS OFFICIALLY CLOSED)
New Year’s Day - Wednesday, January 1, 2025
Dr. Martin Luther King, Jr. Day - Monday, January 20, 2025 Presidents Day - Monday, February 17, 2025
Memorial Day - Monday, May 26, 2025
Independence Day - Friday, July 4, 2025
Labor Day - Monday, September 1, 2025
Columbus Day - Monday, October 13, 2025
Veterans Day - Tuesday, November 11, 2025
Thanksgiving Day and the Day After - Thursday, November 27, 2025 & Friday, November 28, 2025
Christmas Day - Thursday, December 25, 2025
4913-6688-5748.8

D-1

EXHIBIT D

CITY REQUIREMENTS
Laws Incorporated by Reference . The full text of the laws lis ted in this Exhi bit, including enforcement and penalty provisions, are incorporated by reference in to this Agreement. The full text of the San Francisco Municipal Code provisions incorporated by reference in this Exhibit and elsewhere in the Agreement (“Mandatory City Requirements”) are available at http://www.amlegal.com/codes/client/san-francisco_ca/.

Conflict of Interest . By executing this Agreement, Bank ce rtifies that it does not know of any fact which constitutes a violation of Section 15.103 of the City’s Charter; Article III, Chapter 2 of City’s Campaign and Governmental Conduct C ode; Title 9, Chapter 7 of the California Government Code (Section 87100 et seq .); or Title 1, Division 4, Chapter 1, Article 4 of the California Government Code (Section 1090 et seq.), and further agrees promptly to notify City if it becomes aware of any such fact during the term of this Agreement.

Prohibition on Use of Public Funds for Political Activity . In performing the Services, Bank shall comply with San Francisco Administrat ive Code Chapter 12G, which prohibits funds appropriated by City for this Agreement from being expended to participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure. Bank is subject to the enforcement and penalty provisions in Chapter 12G.

Limitations on Contributions. By executing this Agreement, Bank acknowledges its obligations under Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, a ny department of City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (i) a City elected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serv es; (ii) a candidate for that City elective office; or (iii) a committee controlled by such elected offi cial or a candidate for that office, at any time from the submission of a proposal fo r the contract until the later of either the termination of negotiations for such contract or twelve (12) months after the date City approves the contract. The prohibition on contributions applies to each prosp ective party to the cont ract; each member of Bank’s board of directors; Bank’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownershi p interest of more than ten percent (10%) in Bank; any subcontractor listed in the bid or cont ract; and any committee that is sponsored or controlled by Bank. Bank certifies that it has informed each su ch person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposa l for the contract, and has provided the names of the persons required to be informed to the City department with whom it is contracting.

4913-6688-5748.8

D-2

Tropical Hardwood and Virgin Redwood Ban. Pursuant to San Francisco Environment Code Section 804(b), City urges Bank not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical ha rdwood wood product, virgin re dwood or virgin redwood wood product.

MacBride Principles – Northern Ireland. The provisions of San Francisco Administrative Code Chapter12F are incorporated herein by this reference and made part of this Agreement. By signing this Agreement, Bank confirms that Bank has read and understood that City urges companies doing business in Northern Ireland to resolve employ ment inequities and to abide by the MacBride Principles, and urges San Francisco companies to do business with corporations that abide by the MacBride Principles.
4913-6688-5748.8

E-1

EXHIBIT E

LIST OF QUALIFIED DEALERS

BANK OF AMERICA MERRILL LYNCH
BARCLAY’S CAPITAL INC.

GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC

JEFFERIES LLC

LOOP CAPITAL MARKETS LLC
MORGAN STANLEY & CO. LLC
PIPER SANDLER & CO.

RAMIREZ & CO. (SAMUEL A. RAMIREZ & CO., INC.)

RBC CAPITAL MARKETS, LLC
SIEBERT WILLIAMS SHANK & CO., LLC
STIFEL NICOLAS & COMPANY , INC.

TD SECURITIES (USA) LLC
U.S. BANCORP INVESTMENTS, INC. U.S. BANK MUNICIPAL PRODUCTS GROUP (A DIVISION OF U.S. BANK NATIONAL ASSOCIATION)
WELLS FARGO BANK, N.A.

NP DRAFT 12/15
1 IRREVOCABLE TRANSFERABLE LETTER OF CREDIT
BANK OF AMERICA, N.A.
800 5TH A VENUE
WA1-501-35-11
SEATTLE, WASHINGTON 98104
January 22, 2026
U.S. $[_________]
No. [________]
U.S. Bank Trust Company, National Association,
as Issuing and Paying Agent
100 Wall Street, 16th Floor
New York, New York 10005
Attention: Global Corporate Trust Services
Ladies and Gentlemen:

We hereby establish in your favor as issuing and paying agent (the “ Issuing and Paying Agent”) under that certain Amended and Restated Issuing and Paying Agent Agreement, dated as of January 1, 2026 (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 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 clos e of business on: (i) ____, 20__ (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 D 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 G attached hereto that there are no longer any Series A-3 Notes Outstanding within the meaning of the Issuing and Paying Agent Agreement and that you elect to terminate this Letter of Credit, (i v) the earlier of (a) the fifteenth (15th) calendar day after the date on which you receive notice from us in the form of Annex I (the “Final Drawing Notice”) and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored hereunder, and (v) the date on which we honor the Final Acceleration Drawing (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, and accrued interest on, the Commission’s Co mmercial Paper Notes (Wastewater Series, Proposition E) Series A-3 (comprised of Tax-Exempt Subseries A-3 and Taxable Subseries A-3-T) (together, the “Series A-3 Notes”), in accordance with the terms hereof (said $[_________] having been calculated to be equal to (A) $100,000,000, the maximum aggregate principal amount of the Series A-3 No tes which may be issued pursuant to the Issuing NP DRAFT 12/15
2 and Paying Agent Agreement, plus (B) $[_________] which is 270 days’ accrued interest on said principal amount of the Series A-3 Notes at the rate of 12% per annum (the “Cap Interest Rate”) and assuming a year of 360 days. This credit is available to you agains t presentation of the following documents (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 Notes, (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 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 by your duly authorized officer and dated the date such certificate is presented hereunder and (iii) in the form of Annex C hereto with respect to a payment of the principal of and intere st due upon acceleration of (x) certain of the Series A-3 Notes in accordance with the I ssuing and Paying Agent Agreement (each an “Acceleration Drawing”) or (y) all outstanding Series A-3 Notes in accordance with the Issuing and Paying Agent Agreement (the “ Final Acceleration Drawing ”) each such completed and executed certificate, a “Drawing”). No Drawings shall be made under this Letter of Credit for (i) Series A-3 Notes registered in the name of the Bank or its nominee or (ii) Series A-3 Notes owned by or on behalf of the Commission (“Ineligible Series A-3 Notes”).

All drawings shall be made by presentation of each Payment Document at Bank of America, N.A., Seattle, Washington, at tel ecopier number (___) ___-____, Attention: Standby Letter of Credit Department, without further need of documentation, including the original of this Letter of Credit, it being understood that each Paym ent 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 (206) 358-6055 on the Busi ness Day preceding the day of such Drawing (but such notice shall not be a condition to draw ing 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. If any such Drawing is presented at or prior to 11:00 A.M., New York time, on a Business Day, payment sha ll be made, in immediat ely available funds, by 1:30 P.M., New York time, on the same Business Day. If any such Drawing is presented after 11:00 A.M., New York time, on a Business Day, payment shall be made, in immediately available funds, by 1:30 P.M., New York time, on the next succeeding Business Day. “Business Day” shall mean any day other than (a) a Saturday or Sunday, (b) a day on which banks located in the cities in which the designated office of the Issuing and Paying Agent or the Bank is located are required or authorized to close, (c) a day on which the New York Stock Exchange is required or authorized to close, or (d) a legal holiday of City and County of San Francisco (the “City”) or any other day the City is authorized by law to be closed for official business, as updated by the City and notified to the Issuing and Paying Agent from time to time.

The Stated Amount (as hereinafter defined) of this Letter of Credit will be reduced automatically by the amount of any Drawing here under. In connection ther ewith (except in the case of the Final Acceleration Drawing or a Dr awing resulting from the delivery of the Final Drawing Notice), the Stated Amount will be increased when and to the extent, but only when and NP DRAFT 12/15
3 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 rece ipt of Annex H to the amount stated in paragraph 2 therein.

Upon our honoring of the Final Ac celeration Drawing, the Stated Amount shall be permanently reduced to zero and the Stated Amount shall no longer be reinstated.

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 H hereto, (iii) plus the am ount 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 F 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 a ny transferee whom has succeeded you as Issuing and Paying Agent under the Issuing and Paying Ag ent Agreement, and may be successively transferred in its entirety. Transfer of the ava ilable balance under this Le tter of Credit to such transferee shall be effected by the presentation to us of a Transfer Certificate in the form of Annex E 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 communicati on by facsimile copy, communications with respect to this Letter of Credit shall be addressed to us at Bank of America, N.A., 800 5th Avenue, WA1-501-35-11, Seattle, Washington 98104, Attention: Standby Letter of Credit Department, specifically referring to the number of this Letter of Credit.

To the extent not inconsistent with the expre ss 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”). As to matters not governed by the ISP98, this Letter of Credit sh all be governed by and construed 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.

NP DRAFT 12/15
4 This Letter of Credit sets fo rth 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.

BANK OF AMERICA, N.A.

B y :

Name:

Title:

Annex A-1

ANNEX A
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO.
[_______]

PRINCIPAL AND INTEREST DRAWING CERTIFICATE

PRIOR TO FINAL DRAWING CERTIFICATE
Bank of America, N.A.
800 5th Avenue, WA1-501-35-11
Seattle, Washington 98104
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:

The undersigned individual, a duly au thorized 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 January 22, 2026 (as amended, the “Letter of Credit”), issued by Bank of America, N.A. (the “ Bank”) in favor of the Be neficiary; (ii) those certain Series A-3 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 prin cipal of maturing Series A-3 Notes, other than Ineligible Series A-3 Notes (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 Dr awing shall be made to the Issuing and Paying Agent in accordance with the instructions set forth in the Letter of Credit.

6. Payment by the Bank pursuant to this Drawing should be made to:

Annex A-2

[Name of bank]
ABA No.:

Account No.:

Account Name:

Attention:

7. Upon receipt by the Beneficiary of the amount demanded hereby, (a) the Beneficiary will deposit the same directly into the Debt Service Account maintained by the Beneficiary pursuant to the Issu ing and Paying Agent Agreement a nd apply the same directly to the payment when due of the principal amount of Series A-3 Notes and the interest amount owing on account of the Series A-3 Note s pursuant to the Issuing and Pa ying 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 su ch Series A-3 Notes have been presented for payment and paid by the Beneficiary, the Beneficiary will cancel such matured Series A-3 Notes.

IN WITNESS WHEREOF, this Certificat e has been executed this ________ day of ________, 20__.

as Issuing and Paying Agent
B y :
[Title of Authorized Officer]

Annex B-1

ANNEX B
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO.
[_______]

PRINCIPAL AND INTEREST DRAWING CERTIFICATE

AFTER FINAL DRAWING CERTIFICATE
Bank of America, N.A.
800 5th Avenue, WA1-501-35-11
Seattle, Washington 98104
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:

The undersigned individual, a duly au thorized 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 January 22, 2026 (as amended, the “Letter of Credit”), issued by Bank of America, N.A. (the “ Bank”) in favor of the Be neficiary; (ii) those certain Series A-3 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 Agen t Agreement, of which ________ is being drawn with respect to the payment of principal of Series A-3 Notes maturing on or after the Final Drawing Notice, other than Ineligible Series A-3 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 presente d to the Bank on a date which is no later than the fifteenth (15th) calendar day after receipt by the Beneficiary of the Final Drawing Notice.

7. Payment by the Bank pursuant to this Dr awing shall be made to the Issuing and Paying Agent in accordance with the instructions set forth in the Letter of Credit.

Annex B-2

8. Payment by the Bank pursuant to this Drawing should be made to:
[Name of bank]
A B A N o . :

Account No.:

Account Name:

Attention:

9. Upon receipt by the Beneficiary ________ of the amount demanded hereby, (a) the Beneficiary will deposit the same directly into the Debt Service Account maintained by the Beneficiary pursuant to the Issu ing and Paying Agent Agreement a nd apply the same directly to the payment when due of the principal amount of Series A-3 Notes and the interest amount owing on account of the Series A-3 Note s pursuant to the Issuing and Pa ying 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 su ch Series A-3 Notes have been presented for payment and paid by the Beneficiary, the Beneficiary will cancel such matured Series A-3 Notes.

IN WITNESS WHEREOF, this Certificat e has been executed this ________ day of ________, 20__.

as Issuing and Paying Agent
B y
[Title of Authorized Officer]

Annex C-1

ANNEX C
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO.
[________]

PRINCIPAL AND INTEREST DRAWING CERTIFICATE

UPON ACCELERATION
Bank of America, N.A.
800 5th Avenue, WA1-501-35-11
Seattle, Washington 98104
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:

The undersigned individual, a duly au thorized 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 January 22, 2026 (as amended, the “Letter of Credit”), issued by Bank of America, N.A. (the “ Bank”) in favor of the Be neficiary; (ii) those certain Series A-3 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 Ag ent is making this Drawing under the Letter of Credit with respect to a payment of the principal of and interest due upon acceleration of certain of the Series A-3 Notes, which payment is due on ________.

3. The amount of this Drawing is equal to $________ with $________ being drawn in respect of the payment of principal upon acceleration of such Series A-3 Notes and $________ representing ________ days’ interest accrued through the date of acceleration of such Series A-3 Notes.

Such amounts were computed in compliance wi th the terms and cond itions of the Series A-3 Notes and the Issuing and Paying Agent Agr eement. The amount of this Drawing does not exceed the Stated Amount of the Letter of Cred it. The amount requested for payment hereunder has not been and is not the subject of a prior or contemporaneous request for payment under the Letter of Credit.

4. The Series A-3 Notes were authenticated and delivered by us (or a predecessor Issuing and Paying Agent) pursuant to authority under the Issuing and Paying Agent Agreement.

5. Upon receipt by the Issuing and Paying Agent of the amount demanded hereby, (a) the Issuing and Paying Agent will deposit the same directly into the Debt Service Account maintained by the Issuing and Paying Agent pursuant to the Issuing and Paying Agent Agreement and apply the same directly to the payment of the principal upon acceleration of such Series A-3

Annex C-2

Notes and the interest accrued thereon through the date of acceleration of such Series A-3 Notes pursuant to the Issuing and Paying Agent Agreement, (b) no portion of said amount will be applied by the Issuing and Paying Agent for any other pur pose, (c) no portion of said amount will be commingled with other funds held by the Issuing and Paying Agent, except for other funds drawn under the Letter of Credit, and (d) when such Seri es A-3 Notes have been presented for payment and paid by the Issuing and Paying Agent, th e Issuing and Paying Agen t will cancel such accelerated Series A-3 Notes.

6. Payment by the Bank pursuant to this Drawing should be made to:
[Name of bank]
A B A N o . :

Account No.:

Account Name:

Attention:

7. [Insert in connection with the acceleration of all outstanding Series A-3 Notes: This Final Acceleration Drawing is presented in conn ection with the accelerat ion of all outstanding Series A-3 Notes and is the Final Acceleration Drawing available under the Letter of Credit.] IN WITNESS WHEREOF, this Certificat e has been executed this ________ day of ________, 20__.