Norton Rose Fulbright US LLP draft 2/21/26
301998187.2 (Glendale: E.S. Twelfth Supp.)
TWELFTH SUPPLEMENT TO
INDENT
URE OF TRUST
by and between
CITY OF GLENDALE, CALIFORNIA
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
RELATING TO CITY OF GLENDALE, CALIFORNIA
ELECTRIC REVENUE BONDS, 2026 REFUNDING SERIES
________________________________
Dated as of May 1, 2026
________________________________
(Supplemental to the Indenture of Trust dated as of February 1, 2000)
EXHIBIT C
301998187.2 (Glendale: E.S. Twelfth Supp.) i
ARTICLE XIV
2026 REFUNDING BONDS
Section 24.1 Definition ....................................................................................................... .. 2 Section 24.2 Authorization ................................................................................................... 2 Section 24.3 Terms of 2026 Refunding Bonds ..................................................................... 3 Section 24.4 Form of 2026 Refunding Bonds and Certificate of Authentication ................. 4 Section 24.5 Disposition of Proceeds ................................................................................... 4 Section 24.6 Optional Redemp tion of 2026 Refunding Bonds............................................. 5 Section 24.7 Additional Tax Covenants Relating to the 2026 Refunding Bonds ................. 6
ARTICLE XV
MISCELLANEOUS
Section 25.1 Terms of 2026 Refunding Bonds Subject to the Indenture of Trust ................ 9 Section 25.2 Governing Law .............................................................................................. 10 Section 25.3 Execution in Counterparts .............................................................................. 10
EXHIBIT A – FORM OF 2026 REFUNDING BOND
301998187.2 (Glendale: E.S. Twelfth Supp.) 1
Twelfth Supplement to Indenture of Trust
(Supplemental to the Indenture of Trust
dated as of February 1, 2000)
Authorizing the Issuance of
$[PAR AMOUNT] Aggregate Principal Amount of
City of Glendale, California
Electric Revenue Bonds,
2026 Refunding Series
___________________________________
This TWELFTH SUPPLEMENT TO INDENTUR E OF TRUST, dated as of May 1, 2026 (this “Twelfth Supplement”), by and be tween the CITY OF G LENDALE, CALIFORNIA, a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of Cali fornia (the “City”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., formerly known as The Bank of New York Trust Company, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (the “Trustee”),
W I T N E S S E T H :
WHEREAS, this Twelfth Supplement is supplemen tal to the Indenture of Trust, dated as of February 1, 2000 (as supplemen ted and amended, the “Indenture of Trust”), by and between the City and the Trustee, providing for the issuance of City of Glendale, California Electric Revenue Bonds (the “Bonds”); and
WHEREAS, the Indenture of Tr ust provides that the City may issue Bonds from time to time as authorized by a supplemental indenture of trust; and WHEREAS, Article XXVI of the City’s Charte r authorizes the City to issue revenue bonds for the purpose of refunding Bonds; and
WHEREAS, pursuant to Article XXVI of the Charter and Ordinance No. [Ord. Number] of the City, adopted on [Ord. A doption Date], the City proposes to issue its Electric Revenue Bonds, 2026 Refunding Series (the “2026 Refunding Bonds”) pursuant to the Indenture of Trust, including as supplemented by this Twelfth Supplement, to provide , among other things, moneys for the refunding of the Refunded Bonds (as hereinafter defined); and WHEREAS, the 2026 Refunding Bonds do not to c onstitute an indebt edness of the City but do constitute obligations which shall be paya ble as to both principal and interest, and any premium upon the redemption of any 2026 Refundi ng Bonds prior to matu rity, only from the Electric Works Revenue Fund of the City and certai n other funds as provided in the Indenture of Trust; and
WHEREAS, the City Council of the City has de termined that it is necessary and required that the City enter into this Tw elfth Supplement in order to esta blish and declare, in conjunction with the Indenture of Trust, the terms a nd conditions upon which the 2026 Refunding Bonds shall be issued; and
301998187.2 (Glendale: E.S. Twelfth Supp.) 2
WHEREAS, the City Council has determined th at all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and the entering into of this Twelfth Supplement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Twelfth Supplement; NOW, THEREFORE, the parties hereto agree, as follows:
ARTICLE XXIV
2026 REFUNDING BONDS
Section 24.1 Definition. The terms defi ned in this Section sha ll, for all purposes of this Twelfth Supplement and of any certificate, opinion or othe r document here in mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. Terms de fined in the Indenture of Trust not otherwise defined in this Twelfth Supplement shall have the meanings specified in the Indenture of Trust. “Escrow Agreement” means the Escrow Agreement, dated [Closing Date], 2026, by and between the City and The Bank of New York Me llon Trust Company, N.A., as escrow agent, relating to the Refunded Bonds.
“Interest Payment Date” mean s, with respect to the 2026 Refunding Bonds, February 1 and August 1 of each year, commencing August 1, 2026.
“Ordinance” means Ordinance No. [Ord. Number] of the City, adopted on [Ord.
Adoption Date], authorizing the issuance of the 2026 Refunding Bonds, and providing certain terms and conditions for the issuance of the 2026 Refunding Bonds. “Record Date” means the close of business on th e fifteenth day of the month (whether or not a business day) immediately preceding an Interest Payment Date. “Refunded Bonds” means all of the outstanding City of Glendale, California Electric Revenue Bonds, 2016 Refunding Series.
“2026 Refunding Bond” or “2026 Refunding Bonds” means any or all, as the case may be, of the City of Glendale, California El ectric Revenue Bonds, 20 26 Refunding Series, as described in Section 24.2 hereof.
Section 24.2 Authorization.
(a) An additional Series of Bonds to be issu ed under the Indenture of Trust is hereby created. Such Series shall be known as the “C ity of Glendale, California Electric Revenue Bonds, 2026 Refunding Series” (the “2026 Refunding Bonds”). The 2026 Refunding Bonds shall be issued in the aggregate initial principal amount of $[PAR AMOUNT] in accordance with the City Charter, the Ordinance and the Indenture of Trust (including this Twelfth Supplement) for the purpose of providing moneys for (i) the refunding of the Re funded Bonds and (ii) paying the costs of issuance of the 2026 Refunding Bonds.
301998187.2 (Glendale: E.S. Twelfth Supp.) 3
(b) The 2026 Refunding Bonds shall be issued in fully registered form and shall be initially registered in the name of “Cede & C o.,” as nominee of The Depository Trust Company, New York, New York. The 2026 Refunding Bonds shall be ev idenced by one 2026 Refunding Bond maturing on each of the maturity dates as set forth in Section 24.3 in an amount corresponding to the total principal amount of th e 2026 Refunding Bonds of ea ch such maturity.
The Trustee may assign a distinctive number or letter and number, and a record of the same shall be maintained by the Trustee for each 2026 Refunding Bond. Regi stered ownership of the 2026 Refunding Bonds, or any portion ther eof, may not thereafter be tran sferred except as set forth in the Indenture of Trust.
Section 24.3 Terms of 2026 Refunding Bonds. The 2026 Refunding Bonds shall be issued in denominations of $5,000 pr incipal amount or any integral multiple ther eof. The 2026 Refunding Bonds shall be dated th eir date of delivery, and shall mature on February 1 in the years and in the principal amounts and shall bear interest at the rates set forth below:
Maturity Date
(February 1)
Principal
Amount
Interest
Rate
$ %
The 2026 Refunding Bonds shall be Current Interest Indebtedness. Each 2026 Refunding Bond shall bear interest until the principal sum thereof has b een paid; provided, however, that if, at the maturity da te of any 2026 Refunding Bond, or if the same is redeem able prior to maturity and has been duly called for re demption, funds are available fo r the payment or redemption thereof in accordance with the terms of this Twelfth Supplement, the 2026 Refunding Bond shall then cease to bear interest. The principal of and premium, if any, on the 2026 Refunding Bonds shall be payable in lawful money of the United States of Amer ica by the Trustee upon presentation and surrender thereof.
301998187.2 (Glendale: E.S. Twelfth Supp.) 4
Interest with respect to any 2026 Refunding Bond shall be payabl e from the Interest Payment Date next preceding the date of authentication thereof unless such date of authentication is during the pe riod from a Record Date to and including the next succeeding Interest Payment Date, in which case interest w ith respect thereto sha ll be payable from such Interest Payment Date, or unless su ch date of authentication is prior to the Record Date for the first Interest Payment Date, in which case interest with respect thereto shall be payable from the date of delivery of such 2026 Refunding Bond; provided, however, that if at the time of authentication of any 2026 Refunding Bond, interest w ith respect thereto is in default, interest with respect thereto shall be payable from the Interest Payment Date to which interest has previously been paid. Payment of interest with respect to any 2026 Refunding Bond shall be made to the person appearing on the Bond Register as the Owner th ereof as of the Record Date, such interest to be paid by check or draft of th e Trustee, payable in la wful money of the United States of America and mailed on the Interest Pa yment Date to such Owner at his or her address as it appears on the Bond Register; provided, that in the case of an Owner of $1,000,000 or more in aggregate principal amount of 2026 Ref unding Bonds, upon written request of such Owner delivered to the Trustee not less than 20 days prior to any Interest Payment Date, such interest shall be paid in immediately av ailable funds by wire transfer to an account specified by the Owner in such written request on the following Interest Payment Date.
So long as the 2026 Refunding Bonds are maintained in book-entry form, payments of principal, premium, if any, and interest shall be made by the Trustee to the Securities Depository by wire transfer. The Trustee shall provide CUSI P number identification, with appropriate dollar amounts for each CUSIP number, on all redemption payments and interest payments, whether by check or by wire transfer.
Section 24.4 Form of 2026 Refunding Bonds and Ce rtificate of Authentication. The 2026 Refunding Bonds and the certific ate of authentication shall be substantially in the form set forth in Exhibit A hereto with necessary or appr opriate variations, omissi ons and insertions, as permitted or required by this Twelfth Supplement.
Section 24.5 Disposition of Proceeds. The proceeds of the sale of the 2026 Refunding Bonds in the amount of $[_______] (computed as $[PAR AMOUNT].00 aggregate principal amount of the 2026 Refunding Bonds, plus $[_______] original issue premium, less $[_______] underwriter’s discount) shall be applied as follows:
(a) The Trustee shall, immediately upon rece iving the proceeds of the sale of the 2026 Refunding Bonds, transfer to The Bank of New York Mellon Trust Company, N.A., as escrow agent under the Escrow Agreement, $[_______] to be applied towards the refunding of the Refunded Bonds pursuant to the Escrow Agreement.
(b) There is hereby established a separate fund designated as the “2026 Refunding Series Costs of Issuance Fund,” which the Trus tee shall maintain. Th e Trustee, immediately upon receiving proceeds of the sale of the 20 26 Refunding Bonds, shall deposit from such proceeds in the 2026 Refunding Series Costs of Issuance Fund the amount of $[_______] to pay Costs of Issuance. The moneys deposited in th e 2026 Refunding Series Co sts of Issuance Fund shall be expended from time to time to pay Costs of Issuance . Upon receipt of any requisition signed by an Authorized City Representative for payment or reimbursement of Costs of Issuance
301998187.2 (Glendale: E.S. Twelfth Supp.) 5
of the 2026 Refunding Bonds, the Trustee shall pa y such requisitioned amounts out of the 2026 Refunding Series Costs of Issuance Fund. If an y amount shall remain in the 2026 Refunding Series Costs of Issuance Fund when all Costs of Issuance have been paid (but in any event not later than six months following the date of issuance and de livery of the 2026 Refunding Bonds), such amount shall be transferred at the directi on of the Director of Finance to the Parity Obligation Payment Fund. Amounts in the 2026 Ref unding Series Costs of Issuance Fund may be temporarily invested in Inve stment Securities as th e City may direct th e Trustee in writing, and such proceeds and the interest thereon shall be applied exclusively to the objects and purposes set forth in this Twelfth Supplement. Any such amounts transf erred to the Parity Obligation Payment Fund may be temporarily invested by the City in Investment Securities after consultation with Bond Counsel regarding yield restriction limitations w ith respect to such investment.
The Trustee may establish a temporary fund or account in its record s to facilitate and record such deposits and transfers.
Section 24.6 Redemption of 2026 Refunding Bonds.
(a) Optional Redemption . The 2026 Refunding Bonds maturing on or prior to February 1, 2034 are not subject to redemption prior to maturity. The 2026 Refunding Bonds maturing on and after February 1, 20[__] are subj ect to redemption prior to maturity, at the option of the City, as a whole or in part, on February 1, 20[__], or on any date thereafter, in any order of maturity as directed in writing by th e City and by lot within a maturity, from funds derived by the City from any le gal source, at a redemption price equal to 100% of the principal amount of the 2026 Refunding Bonds to be redeemed, together w ith accrued inte rest to the redemption date.
(b) Mandatory Redemption. The 2026 Refunding Bonds maturing on February 1, 20[__] shall be subject to mandatory sinking account redemption prior to ma turity, in part, at a redemption price of one hundred pe rcent (100%) of the principal amount thereof plus interest accrued to the redemption date, from mandatory sinki ng account payments set aside in the Parity Obligation Payment Fund for such purpose, in th e following principal amounts and on the dates set forth below:
Date
(February 1)
Principal
Amount
$[ __]
†
_____________________
† Final maturity.
301998187.2 (Glendale: E.S. Twelfth Supp.) 6
The 2026 Refunding Bonds maturing on February 1, 20[__] shall be subject to mandatory sinking account redemption prior to maturity, in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus in terest accrued to the redemption date, from mandatory sinking account pa yments set aside in the Par ity Obligation Payment Fund for such purpose, in the following principal amounts and on the dates set forth below:
Date
(February 1)
Principal
Amount
$
†
_____________________
† Final maturity.
(c) Credits Toward Mandatory Sinking Account Payments. Upon any purchase or redemption of the 2026 Refunding Bonds designated to be Term Bonds, an amount equal to the aggregate principal amount of 2026 Refunding B onds so purchased or redeemed shall be credited towards a part or all of any one or mo re yearly mandatory sinking account payments of that maturity required by subsection (b) above, as directed in writing by a Certificate of the Director of Finance. The City shall provide the Trustee with a revised sinking account payment schedule. The portion of any such mandatory sink ing account payments of that maturity remaining after the deduction of any such amounts credited toward the same (or the original amount of any such mandatory sinking account pa yments if no such amounts shall have been credited toward the same) shall constitute the unsatisfied balance of such mandatory sinking account payments for the purpose of the calculati on of principal payments due on any future principal payment date.
Section 24.7 Additional Tax Covenants Relating to the 2026 Refunding Bonds. (a) Special Definitions. When used in this Section, the following terms have the following meanings:
“Code” means the Internal Revenue Code of 1986.
“Computation Date” has the meaning set forth in section 1.148-1(b) of the Tax Regulations.
“Gross Proceeds” means any Proceeds and any replacement proceeds as defined in section 1.148-1(c) of the Tax Regulations, of the 2026 Refunding Bonds. “Investment” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Nonpurpose Investment” means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the 20 26 Refunding Bonds are inve sted and that is not acquired to carry out the governmental purposes of the 2026 Refunding Bonds. “Prior Issue” means the City of Glendale, Ca lifornia Electric Revenue Bonds, 2016 Refunding Series.
301998187.2 (Glendale: E.S. Twelfth Supp.) 7
“Proceeds,” with respect to an issue of governme ntal obligations, has the meaning set forth in section 1.148-1(b) of the Tax Regulations (referring to sa le, investment and transferred proceeds).
“Rebate Amount” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Tax Regulations” means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code.
“Yield” of any Investment has th e meaning set forth in se ction 1.148-5 of the Tax Regulations, and of any issue of governmental obligations has the meaning set forth in section
1.148-4 of the Tax Regulations.
For purposes of this Section 24.7, the City ha s treated and will treat Proceeds of the 2026 Refunding Bonds used to refund the Prior Issue as being used for the same purposes (ratably in accordance with the amount of Proceeds of the 2026 Refunding Bonds and of the Prior Issue so used) as were the Proceeds of the Prior Issue.
(b) Not to Cause Interest to Become Taxable. The City covenants that it shall not use, and shall not permit the use of, and shall not omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gr oss Proceeds) in a manner that if made or omitted, respectively, could cause the interest on any 2026 Refunding Bond to fail to be excluded pursuant to section 103(a) of the Code from the gross income of the owner thereof for federal income tax purposes.
Without limiting the generality of the foregoing, unless and until the Trustee receives an Opinion of Bond Counsel to the effect that failure to comply with such c ovenant will not adversely affect such exclusion of the interest on any 2026 Ref unding Bond from the gross income of the owner thereof for federal income tax purposes, the C ity shall comply with each of the specific covenants in this Section.
(c) Private Use and Private Payments. Except as would not cause any 2026 Refunding Bond to become a “pri vate activity bond” within the meaning of section 141 of the Code and the Tax Regulations, the City shall take al l actions necessary to assure that the City at all times prior to the final cancellation of the last of the 2026 Refunding Bonds to be retired:
(1) exclusively owns, operates, possesses and provides any services necessary to allow and maintain each function of every property the acquisition, construction or improvement of which is to be financed or refina nced directly or indirectly with Gross Proceeds of the 2026 Refunding Bonds and does not use or permit the use of such Gross Proceeds (including through any contractual a rrangement with terms different than those applicable to the general public) or any property acq uired, constructed or improved with such Gross Proceeds of the Prior Issue in any activity carried on by any person or entity (including the United States or any agency, department or instrumentality thereo f) other than a state or local government (a “nongovernmental person”), unless such use is solely as a member of the general public; and (2) does not directly or indirectly im pose or accept any charge or other payment by or for the benefit of any person or entity (other than a state or local government) who is treated as using any Gross Proceeds of the 2026 Refunding Bonds or of the Prior Issue or any
301998187.2 (Glendale: E.S. Twelfth Supp.) 8
property the acquisition, constructio n or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds.
(d) No Private Loan. Except as woul d not cause any 2026 Refunding Bond to become a “private activity bond” within the meaning of secti on 141 of the Code and the Tax Regulations and rulings thereunder, the City shal l not use or permit the use of Gross Proceeds of the 2026 Refunding Bonds to make or finance lo ans to any nongovernmental person. Without limitation of the foregoing, in no ev ent will: (i) property acquired, constructed or improved with such Gross Proceeds be sold or leased to any nongovernmental person in a transaction that would be treated as creating a debt for federal income tax purposes; or (ii) capacity in or service from such property be committed to such person under a take-or-pay, output or similar contract or arrangement or indirect benefits of such Gross Proceeds, or burdens and benefits of ownership of such property otherwise be transferred in a transaction that is th e economic equivalent of a loan.
For purposes of this covenant, th e City will treat any transactio n constituting a loan of Gross Proceeds of the Prior Issue as resulting in a loan of Gross Proceeds of the 2026 Refunding Bonds.
(e) Not to Invest at Higher Yield. Excep t as would not cause the 2026 Refunding Bonds to become “arbitrage bonds ” within the meaning of secti on 148 of the Code and the Tax Regulations and rulings thereunder, the City shall not (and shall not permit any person to), at any time prior to the final cancellati on of the last 2026 Refunding Bond to be retired, directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, wh ether then held or previously disposed of, would materially exceed the Yield of the 2026 Refunding B onds within the meaning of such section 148.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Tax Regulations and rulings thereunder, the City shall not take or omit to take (and shall not permit any person to take or omit to take) any action that would cause any 2026 Refunding Bond to be “federally guaranteed” with in the meaning of sect ion 149(b) of the Code and the Tax Regulations and rulings thereunder.
(g) Information Report. The City shall fi le, or provide for the filing of, any information required by section 149(e) of the Code with resp ect to 2026 Refunding Bonds with the Secretary of the Treasury on Form 8038-G or such other fo rm and in such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Tax Regulations:
(1) The City shall account for all Gro ss Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investme nts thereof) and shall retain all records of accounting for at least six y ears after the day on which th e last 2026 Refunding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of 2026 Refunding Bonds with its ot her moneys, provided that it se parately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith.
301998187.2 (Glendale: E.S. Twelfth Supp.) 9
(2) Not less frequently than within 30 days of each Computation Date, the City shall calculate the Rebate Amount as of such Computation Date in accordance with rules set forth in section 148(f) of the Code and the Tax Re gulations and rulings thereunder. The Trustee may rely conclusively upon the C ity’s determinations, calculations and certifications required by this Section. The Trustee shall have no respons ibility to make any independent calculations or determinations or to review the City’s calculations under this Section. The City shall maintain a copy of the calculation with its official transcript of proceedi ngs relating to the issuance of the 2026 Refunding Bonds until six years after the final Computation Date. (3) To assure the excludability pursuant to section 103( a) of the Code of the interest on the 2026 Refunding Bonds from the gross income of the owners thereof for federal income tax purposes, within 60 days of each Comput ation Date the City sh all pay to the United States the amount that when added to the future value of previous rebate payments made for the 2026 Refunding Bonds equals (i) in the case of the Final Computation Date as defined in section
1.148-3(e)(2) of the Tax Regulatio ns, one hundred percent (100%) of the Rebate Amount on such date and (ii) in the case of any other Comp utation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, such rebate pa yments shall be made by the City at the times and in the amounts as are or may be require d by section 148(f) of the Code and the Tax Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148( f) of the Code and the Tax Regulations and rulings thereunder for execution and filing by the City. (i) Not to Divert Arbitrage Profits. Except to the extent perm itted by section 148 of the Code and the Tax Regulations and rulings ther eunder, the City shall not (and shall not permit any person to), at any time prior to the final cancellation of the last of the 2026 Refunding Bonds to be retired, enter into any transaction that re duces the amount required to be paid to the United States pursuant to paragraph (h) of this Sectio n because such transacti on results in a smaller profit or a larger loss than w ould have resulted if the transac tion had been at arm’s length and had the Yield on the 2026 Refunding Bonds not been relevant to either party. (j) 2026 Refunding Bonds Not Hedge Bonds.
(i) The City represents that neither the Prior Issue nor the 2026 Refunding Bonds is or will become a “hedge bond” within the meaning of section 149(g) of the Code.
(ii) Without limitation of the foregoing, with respect to the Prior Issue, (i) on the date of issuance of the Prior Issue the City reasonably expected (based upon its own knowledge and upon representations made by other governmental persons upon the issuance of those obligations) that within the three-year period commencing on such date no less than 85% of the spendable proceeds of the Prior Issue would be expended for the governmental purposes thereof and (ii) the City believ es and represents that at no time has more than 50% of the proceeds of th e Prior Issue been invested in Nonpurpose Investments having a substantially guaranteed yield for a period of four years or more. (k) Elections. The City hereby directs a nd authorizes any Authorized City Representative to make such el ections, permitted or required pursuant to th e provisions of the
301998187.2 (Glendale: E.S. Twelfth Supp.) 10
Code or the Tax Regulations, as such Representative (after c onsultation with Bond Counsel to the City) deems necessary or appropriate in connection with the 2026 Refunding Bonds, in the Tax Certificate (as defined in paragraph (l) below) or similar or other a ppropriate certificate, form or document.
(l) Closing Certificate. The City agrees to execute and deliver in connection with the issuance of the 2026 Refunding Bonds a Tax Ce rtificate or simila r document containing additional representations and co venants pertaining to the excl usion of intere st on the 2026 Refunding Bonds from the gross income of the ow ners thereof for federal income tax purposes (the “Tax Certificate”), which representations and covenants are hereby incorporated herein as though expressly set forth herein.
ARTICLE XXV
MISCELLANEOUS
Section 25.1 Terms of 2026 Refunding Bonds Subject to the Indenture of Trust.
Except as in this Twelfth Suppl ement expressly provided, every te rm and condition contained in the Indenture of Trust shall apply to this Twelfth Supplement and to the 2026 Refunding Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications ther eof as may be appropriate to make the same conform to this Twelfth Supplement.
This Twelfth Supplement and all the terms an d provisions herein contained shall form part of the Indenture of Trust as fully and with the same effect as if all such terms and provisions had been set forth in the Indent ure of Trust. The Indenture of Trust is hereby ratified and confirmed and shall continue in full force and ef fect in accordance with the terms and provisions thereof, as supplemented and amended hereby.
Section 25.2 Governing Law. This Twelfth S upplement shall be construed and governed in accordance with the laws of the State of California.
Section 25.3 Execution in Counterparts. This Twelfth Supplement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
[Remainder of page intentionally left blank.]
138279652 (Glendale: E.S. Twelfth Supp.) 11
IN WITNESS WHEREOF, the parties hereto have executed this Twelfth Supplement by their officers thereunto duly authorized as of the day and year first written above.
CITY OF GLENDALE, CALIFORNIA
By:__________________________________
Shijie Jack Liang
Director of Finance
ATTEST:
By:__________________________________
Cit
y Clerk
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:__________________________________
Authorized Office
r
301998187.2 (Glendale: E.S. Twelfth Supp.) A-1
EXHIBIT A
[Form of 2026 Refunding Bond]
Bond No. R-____ $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
CITY OF GLENDALE
ELECTRIC REVENUE BOND, 2026 REFUNDING SERIES
INTEREST
RATE
MATURITY
DATE
DATED
DATE
CUSIP
NO.
% Februar y 1, 20__ _____, 2026 _______
REGISTERED OWNER: CEDE & CO. (TAX I.D. #13-2555119)
PRINCIPAL AMOUNT: DOLLARS
The City of Glendale, a muni cipal corporation situated in the County of Los Angeles, State of California (the “City”), FOR VALU E RECEIVED, hereby pro mises to pay, only from the Electric Works Revenue Fund a nd such other funds as hereinafte r provided, to the registered owner named above, or registered assigns, on the ma turity date set forth above (subject to any right of prior redemption hereaf ter mentioned), the principal am ount set forth above, and to pay interest on such principal amount, semiannua lly on February 1 and August 1 of each year, commencing August 1, 2026 (each such date shall be referred to he rein as an “Interest Payment Date”) at the interest rate se t forth above. Interest with respect to this 2026 Refunding Bond (as defined below) shall be payable from the Interest Payment Date next preceding the date of authentication hereof unless such date of authen tication is during the peri od from a Record Date (as hereinafter defined) to and including the next succeeding Interest Payment Date, in which case interest with respect hereto shall be payable from such Interest Payment Date, or unless such date of authentication is prior to the Reco rd Date for the first Interest Payment Date, in which case interest with respect hereto shall be payabl e from the date of de livery of this Bond; provided, however, that if at the time of au thentication of this 2026 Refunding Bond, interest with respect hereto is in default, interest with respect hereto shall be payable from the Interest Payment Date to which interest has previously been paid. Interest on this 2026 Refunding Bond is payable by check or draft of The Bank of New York Mell on Trust Company, N.A. in Los Angeles, California, or its successors and as signs, as Trustee for the 2026 Refunding Bonds, mailed on the Interest Payment Date to the registered Owner hereof as of the close of business on the fifteenth day (whether or not a Business Day) of the month immediately preceding an Interest Payment Date (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Trustee; provided, that in th e case of an Owner of $1,000,000 or more in aggregate principal amount of 2026 Ref unding Bonds, upon written request of such Owner
301998187.2 (Glendale: E.S. Twelfth Supp.) A-2
delivered to the Trustee not less than 20 days prior to any Interest Payment Date, such interest shall be paid in immediately av ailable funds by wire transfer to an account specified by the Owner in such written request on the following In terest Payment Date. Both principal and any premium upon any redemption of a ll or any part hereof are payable in lawful money of the United States of America upon presentation and surrender hereof at the Corporate Trust Office of the Trustee in Los Angeles, California, or such other place as designated by the Trustee.
This is one of a duly authorized issue of bonds of the City designated “Electric Revenue Bonds, 2026 Refunding Series,” referred to herein as the “2026 Refunding Bonds,” all of which have been issued pursuant to Article XXVI of the Charter (as hereinafter defined) for the purpose of providing moneys for (i) the refunding of all of the outstandi ng City of Glendale, California Electric Revenue Bonds, 2016 Refunding Series, and (ii) paying the costs of issuance of the 2026 Refunding Bonds. The creation of the 2026 Ref unding Bonds and the terms and conditions of the 2026 Refunding Bonds are provided for by the Ordinance of the City authorizing the 2026 Refunding Bonds and designated Ordinance No. [O rd. Number] adopted by the City Council of the City on [Ord. Adoption Date], and by an Indenture of Trust, dated as of February 1, 2000, by and between the City and the Trustee, as s upplemented and amended, including by the Twelfth Supplement to Indenture of Trus t, dated as of May 1, 2026, by and between the City and the Trustee (collectively, the “Indenture of Trust”), and by acceptance hereof the Owner of this 2026 Refunding Bond assents to such terms and conditi ons. Such Ordinance was adopted under, the Indenture of Trust is entered into under, and this 2026 Refunding Bond is issued under, and each is to be construed in accordance with, the Charte r of the City (the “Cha rter”) and the laws and Constitution of the State of California. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Indenture of Trust.
This 2026 Refunding Bond does not constitute an indebtedness of the City but is an obligation payable, as to both principal a nd interest, and any pr emium upon the redemption hereof prior to maturity, only from the Electric Works Revenue Fund (and certain other funds as provided in the Indenture of Tr ust), but this shall not preclude the payment hereof from the proceeds of any bonds issued to refund the 2026 Refunding Bonds or preclude the use of any sum received as premium or accrued interest on the sale of the 2026 Refunding Bonds to pay principal and interest hereof. The Electric Works Revenue Fund is established in and by the Charter, and under the provisions of the Charter all Gross Revenues of the Electric System of the City are required to be deposit ed in the Electric Works Reve nue Fund and used only for the purposes set forth in the Charter, including th e payment of the 2026 Refunding Bonds; provided, however, that at the end of each Fiscal Year , amounts in the Electric Works Revenue Fund not required to meet any obligation und er the Indenture of Trust shall be transferred to the City free and clear of the Indenture of Trust.
All Net Income in the Electric Works Revenue Fund is pledged to secure the payment of the principal of and redemption premium, if any, and interest on the 2026 Refunding Bonds, any other bonds heretofore or here after issued on a parity with the 2026 Refunding Bonds and any Parity Obligations in accordance with their terms, subject only to the provisions of the Indenture of Trust permitting the application thereof for the purposes and on the terms and conditions set forth therein. Such pledge shall constitute a fi rst lien on the Net Income and shall be valid and binding from and after delivery by the City of the 2026 Refundi ng Bonds, such other parity bonds or Parity Obligations, without any physical de livery thereof or further act. Nothing in the
301998187.2 (Glendale: E.S. Twelfth Supp.) A-3
Indenture of Trust restricts th e issuance of more additional bonds under Article XXVI of the Charter, subject to the limitations set forth in Article V of the Indenture of Trus t, payable from the Electric Works Revenue Fund and ranking on a parity with or subordinate to the 2026 Refunding Bonds.
The Charter and the covenants in the Indent ure of Trust impose upon the officers of the City certain obligations to the Owners of the 2026 Refunding Bonds, such covenants, among other things, restricting transfer s out of the Electric Works Re venue Fund, prohibiting issuance of revenue bonds having any prio rity with respect to payment from the Electric Works Revenue Fund, placing limitations upon the issuance of additional bonds payable from such Fund and imposing conditions with respect to any sale or lease of the Electric System. In the manner provided in the Indenture of Trust, any or all of the covenants in the Indenture of Trust and any other provision thereof or any provision of any resolution or or der authorizing or providing for the issuance of the 2026 Refunding Bonds may be waived or modified at any time in the manner, to the extent, and upon the terms pr ovided in the Indenture of Trus t, which provid e, in certain circumstances, for modifications and amendments without the consent of or notice to the registered Owners of the 2026 Refunding Bonds.
The 2026 Refunding Bonds maturing on or prior to February 1, 20[__] are not subject to redemption prior to maturity. The 2026 Refund ing Bonds maturing on and after February 1, 20[__] are subject to redemption prior to maturity, at the option of the City, as a whole or in part, on February 1, 2034, or on any date th ereafter, in any order of matur ity as directed in writing by the City and by lot within a matu rity, from funds derived by the C ity from any legal source, at a redemption price equal to 100% of the principal amount of the 2026 Refunding Bonds to be redeemed, together with accrued interest to the redemption date.
The 2026 Refunding Bonds maturing on Februa ry 1, 20[__] and February 1, 20[__] are subject to mandatory sinking account redemption prior to maturity, in part, at a redemption price of one hundred percent (100%) of the principal amount thereof pl us interest accrued to the redemption date, from mandatory sinking account pa yments set aside in the Parity Obligation Payment Fund for such purpose, in the amounts and on the dates se t forth in the Indenture of Trust.
Notice of redemption prior to maturity shall be given as provided in the Indenture of Trust. The 2026 Refunding Bonds are registrable, as to principal and inte rest, in denominations of $5,000 principal amount or any integral multip le thereof. This 2026 Refunding Bond is transferable by the registered Own er hereof, in person or by his or her duly authorized attorney, at the Corporate Trust Office of the Trustee in Los Angeles, Cali fornia, or such other place as designated by the Trustee. This 2026 Refunding Bond may be exchanged at the Corporate Trust Office of the Trustee, or such other place as de signated by the Trustee, for a like aggregate principal amount of 2026 Refunding Bonds of ot her denominations of the same Series and maturity. Any such transfer and exchange shall be only in the manner, subject to the limitations, and upon payment of the charges provided in the I ndenture of Trust. Upon such transfer or exchange, a new registered 2026 Refunding Bond of authorized denomination or denominations for a like aggregate principal amount of the same Series, interest rate and maturity shall be issued to the transferee in exchange herefor.
301998187.2 (Glendale: E.S. Twelfth Supp.) A-4
The Trustee may treat the registered Owner he reof as the absolute Owner hereof for all purposes, and shall not be affected by any notice to the contrary.
It is hereby certified and recited that any a nd all acts, conditions a nd things required to exist, to happen and to be performed precedent to and in the issuance of this 2026 Refunding Bond exist, have happened, and have been perform ed in due time, form and manner, as required by the Constitution and statutes of the State of California and the Charter, and that this 2026 Refunding Bond is within every debt and other limit prescribed by or pursuant to the Constitution and statutes of the State of California and the Charter. Pursuant to Article XXVI of the Charter, the foregoing recital of regularity of proceedings shall be c onclusive evidence of compliance with the provisions of Article XXVI of the Charter and of the validity of this 2026 Refunding Bond.
[Signature page follows.]
301998187.2 (Glendale: E.S. Twelfth Supp.) A-5
IN WITNESS WHEREOF, the City has cau sed this 2026 Refunding Bond to be signed by the Mayor, the Director of Finance and the City Clerk of the City by their manual or facsimile signatures and the corporate seal of the City to be reproduced hereon.
___________________________________
Mayor of the City of Glendale, California
___________________________________
Director of Finance of the City of Glendale,
California
ATTEST:
_____________________________________
City Clerk of the City of Glendale, California
(SEAL)
301998187.2 (Glendale: E.S. Twelfth Supp.) A-6
CERTIFICATE OF AUTHENTICATION
This is one of the City of Glendale, Ca lifornia Electric Revenue Bonds, 2026 Refunding Series, described in Ordi nance No. [Ord. Number] a nd in the Indenture of Trust of the City of Glendale, California, dated as of February 1, 2000, as supplemented and amended, including as supplemented by the Twelfth Supplement to Indenture of Trust, dated as of May 1, 2026.
Dated: ______, 20__
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:________________________________
Authorized Officer
301998187.2 (Glendale: E.S. Twelfth Supp.) A-7
ASSIGNMENT
FOR VALUE RECEIVED, the u ndersigned hereby sells, a ssigns and transfers unto __________________________________________________________ (Taxpayer Identification Number: ____________) the within Bond and all ri ghts thereunder, and hereby irrevocably constitutes and appoi nts __________________________________________________ attorney to transfer the within Bond on the books kept fo r registration thereof, with full power of substitution in the premises.
Dated: _______________
Note: The signature to this Assignment must correspond with the name as written on the face of the Bond in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed: _________________________________________ Notice: Signature guarantee shall be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.