1 FIRST AMENDMENT TO INDENTURE
THIS FIRST AMENDMENT TO INDENTURE (this “Amendment”) is made as of March 1, 2026, by and among the GONZALES PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity that is duly organized and existing under the laws of the State of California (the “Authority”), the CITY OF GONZALES, a municipal corporation and general law city that is duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association that is duly organized and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”).
RECITALS
A. The parties entered into an Indenture, dated as of June 1, 2024 (the “Original Indenture”), pursuant to which the Authority issued the Gonzales Public Financing Authority Lease Revenue Bonds, Series 2024A (the “Bonds”).
B. Pursuant to the Original Indenture, the Bonds are subject to mandatory redemption on May 1, 2026 and optional redemption on or after November 1, 2025.
C. The parties wish to amend the Original Indenture: (i) to extend the mandatory redemption date from May 1, 2026 to June 1, 2027; and (ii) to extend the optional redemption date from November 1, 2025 to November 1, 2026.
ARTICLE I
AUTHORITY
Section 1.01. Amendment to Original Indenture. This Amendment is supplemental and amendatory to the Original Indenture.
Section 1.02. Authority for Amendment. This Amendment is entered into pursuant to the provisions of Section 9.01(a) of the Original Indenture.
ARTICLE II
AMENDMENT
Section 2.01. Amendment to Section 4.01(b). Section 4.01(b) of the Original Indenture is hereby amended and restated in its entirety as set forth below. Changes from Section 4.01(b) of the Original Indenture are marked for convenience.
“(b) Mandatory Redemption. The Series 2024 Bonds shall be subject to mandatory redemption in whole on May 1, 2026 June 1, 2027, at a Redemption Price equal to the principal amount of the Series 2024 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.”
2 Section 2.02. Amendment to Section 4.01(c). Section 4.01(c) of the Original Indenture is hereby amended and restated in its entirety as set forth below. Changes from Section 4.01(c) of the Original Indenture are marked for convenience.
“(c) Optional Redemption. The Series 2024 Bonds shall also be subject to optional redemption, in whole, on any Business Day on or after November 1, 2025 2026, as directed by the City in a Written Request of the City provided to the Trustee not less than 30 days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the Trustee) prior to such date, in Authorized Denominations, at a Redemption Price equal to the principal amount of the Series 2024 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.”
Section 2.03. Amendment to Bond Form. The form of the Bonds is hereby amended and restated in its entirety as set forth in Exhibit A hereto. Changes from the original Bond form are marked for convenience.
ARTICLE III
MISCELLANEOUS
Section 3.01. Effect of this Amendment. This Amendment shall be effective upon execution by the Authority, the City and the Trustee and the delivery of a legal opinion to the Trustee in accordance with Section 9.01(e) of the Original Indenture by bond counsel to the City and the Authority. Except as expressly supplemented and amended by this Amendment, all of the terms and conditions of the Original Indenture shall remain in full force and effect. The amendment of Sections 4.01(b) and (c) set forth herein shall be applicable to the dates set forth in Sections
7.02(a) and (c) of the Lease Agreement.
Section 3.02. Severability. If any provision of this Amendment shall be held or deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent whatever.
Section 3.03. Execution of Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 3.04. Definitions. Capitalized terms that are used in this Amendment and not defined shall have the meanings that are given to such terms in the Original Indenture.
Section 3.05. Governing Law; Venue. This Amendment shall be governed exclusively by and construed in accordance with the applicable laws of the State of California as a contract executed and delivered within the State of California to be fully performed within the State of California.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their respective names, all as of the date first above written.
CITY OF GONZALES
By:
Jose L. Rios, The Honorable Mayor
ATTEST:
Mary Villegas, Deputy City Clerk
GONZALES PUBLIC FINANCING AUTHORITY
By:
Carmen Gil, Executive Director
ATTEST:
Mary Villegas, Deputy Secretary
[SIGNATURES CONTINUED ON NEXT PAGE.]
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[SIGNATURE PAGE CONTINUED.]
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
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EXHIBIT A
AMENDED FORM OF BOND
No. R-1 $9,825,000
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
GONZALES PUBLIC FINANCING AUTHORITY
LEASE REVENUE BOND, SERIES 2024A
INTEREST
RATE
MATURITY DATE DATED DATE CUSIP
3.95% May 1, 2044 June 6, 2024 38180D AA1 [TO
COME]
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: NINE MILLION EIGHT HUNDRED TWENTY-FIVE
THOUSAND DOLLARS
The Gonzales Public Financing Authority (the “Authority”), for value received, hereby promises to pay, solely from the Base Rental Payments (as hereinafter defined) or amounts in certain funds and accounts held under the Indenture (as hereinafter defined), to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like lawful money from the date hereof payable semiannually on November 1, 2024 and each May 1 and November 1 thereafter (the “Interest Payment Dates”), until payment of such Principal Amount in full. This Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to October 15, 2024, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default A-2
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on this Bond, interest on this Bond shall be payable from the date to which interest hereon has been paid in full, payable on each Interest Payment Date). The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier redemption at the Office of the Trustee (as hereinafter defined). Interest hereon is payable by wire or check of U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner shown on the Registration Books at the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date. “Office of the Trustee” means the corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City of Gonzales (the “City”) by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
This Bond is one of a series of a duly authorized issue of bonds issued for the purpose of financing the acquisition, construction and installation of certain capital improvements of the City, and is one of the series of bonds designated “Gonzales Public Financing Authority Lease Revenue Bonds, Series 2024A” (the “Series 2024 Bonds”) in the aggregate principal amount of $9,825,000.
The Series 2024 Bonds are issued pursuant to the Indenture, dated as of June 1, 2024 (the “Indenture”), by and among the Authority, the City and the Trustee, and this reference incorporates the Indenture herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. Pursuant to and as more particularly provided in the Indenture, additional bonds (“Additional Bonds”) may be issued by the Authority secured by a lien on a parity with the lien securing the Series 2024 Bonds. The Series 2024 Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is entered into, and this Bond is issued under, the laws of the State of California.
Pursuant to the Indenture, the principal of and interest on the Bonds are payable solely from certain base rental payments (the “Base Rental Payments”) under and pursuant to that certain Lease Agreement, dated as of June 1, 2024 (the “Lease Agreement”), by and between the City, as sublessee, and the Authority, as sublessor, all of which rights to receive such Base Rental Payments have been assigned without recourse by the Authority to the Trustee. Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the Redemption Fund established under the Indenture are pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms and the provisions of the Indenture. Said pledge constitutes a first lien on such assets.
The Series 2024 Bonds are authorized to be issued in the form of fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”).
The Series 2024 Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of any net insurance proceeds received with respect to all or a portion of the property leased under the Lease Agreement, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof, which are A-3
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deposited by the Trustee in the Redemption Fund established under the Indenture, at a Redemption Price equal to the principal amount of the Series 2024 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
The Series 2024 Bonds shall be subject to mandatory redemption in whole on May 1, 2026, June 1, 2027 at a Redemption Price equal to the principal amount of the Series 2024 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
The Series 2024 Bonds shall also be subject to optional redemption, in whole, on any Business Day on or after November 1, 2025 2026, as directed by the City in a Written Request of the City provided to the Trustee not less than 30 days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the Trustee) prior to such date, in Authorized Denominations, at a Redemption Price equal to the principal amount of the Series 2024 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
The Series 2024 Bonds shall also be subject to mandatory sinking fund redemption in part (by lot) on May 1, 2027 and each May 1 thereafter, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof, plus accrued interest to the date of redemption, without premium, in accordance with the following schedule:
Redemption Date (May 1) Principal Amount
2027 $ 385,000
2028 400,000
2029 415,000
2030 435,000
2031 450,000
2032 465,000
2033 485,000
2034 505,000
2035 525,000
2036 545,000
2037 565,000
2038 590,000
2039 615,000
2040 635,000
2041 660,000
2042 690,000
2043 715,000
2044* 745,000
* Final Maturity.
The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective owners of any Series 2024 Bonds designated for redemption, at their respective addresses appearing on the Registration Books, at least 20 but not more than 60 days prior to the date fixed for redemption; provided, however, that neither failure to receive any such notice so mailed, nor any defect therein, shall affect the validity of the A-4
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proceedings for the redemption of such Series 2024 Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. The Redemption Price of the Series 2024 Bonds to be redeemed shall be paid only upon presentation and surrender thereof at the Office of the Trustee. From and after the date fixed for redemption of any Series 2024 Bonds, interest on such Series 2024 Bonds will cease to accrue and become payable.
Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Series 2024 Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount and maturity of fully registered Series 2024 Bonds of other authorized denominations.
This Bond is transferable by the Registered Owner hereof, in person or by his or her duly authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Series 2024 Bond or Series 2024 Bonds, in Authorized Denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Authority, the City and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority, the City and the Trustee shall not be affected by any notice to the contrary.
The Indenture and the rights and obligations of the Authority, the City, the owners of the Bonds and the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall: (a) extend the fixed maturity of any Bonds, or reduce the principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the owner of each Bond so affected; or (b) reduce the percentage of Bonds the consent of the owners of which is required to effect any such amendment or modification; or (c) permit the creation of any lien on the Base Rental Payments and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture or deprive the owners of the Bonds of the lien created by the Indenture on such the Base Rental Payments and such other assets (except as expressly provided in the Indenture), without the consent of the owners of all Bonds then outstanding.
The Indenture contains provisions permitting the Authority to make provision for the payment of interest on, and the principal and premium, if any, of any of the Bond so that such Bonds shall no longer be deemed to be outstanding under the terms of the Indenture.
All obligations of the Authority under the Indenture shall be special obligations of the Authority, payable solely from Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds.
It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time, form and manner as required by the Joint Exercise of Powers Agreement, and the laws of the State of California and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit under A-5
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any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been manually signed by the Trustee.
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IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and on its behalf by the facsimile signatures of its Executive Director and Secretary, all as of the Dated Date identified above.
GONZALES PUBLIC FINANCING AUTHORITY
By:
Carmen Gil, Executive Director
ATTEST:
Mary Villegas, Deputy Secretary
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2024 Bonds described in the within-mentioned Indenture and registered on the Registration Books.
Date: March 25, 2026 U.S. Bank Trust Company, National Association, as Trustee
By:
Authorized Signatory
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4929-4875-4319.2
[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Kutak Rock LLP, Irvine, California, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds.
A signed copy is on file in my office.
Secretary of the Gonzales Public Financing Authority
[FORM OF ASSIGNMENT]
For value, received the undersigned hereby sells, assigns and transfers unto ____________________________________________ whose address and social security or other tax identifying number is ______________________, the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ____________________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.
Dated: ____________________
Signature Guaranteed:
Note: Signature(s) must be guaranteed by an eligible
guarantor.
Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of the within pond in every particular without alteration or
enlargement or any change whatsoever.