Long Beach City Council
May 17, 2022

DRAFT
4880-1819-2413.2
$[ ]
City of Long Beach, California
Senior Airport Revenue
Refunding Bonds
Series 2022A
(Governmental/Non-AMT)
$[ ]
City f Long Beach, California
Senior Airport Revenue
Refunding Bonds
Series 2022B
(Private Activity/Non-AMT)
$[ ]
City Of Long Beach, California
Senior Airport Revenue Bonds
Series 2022C
(Private Activity/AMT)

BOND PURCHASE AGREEMENT
_________, 2022
City of Long Beach, California
411 W. Ocean Blvd.

Long Beach, California 90802
Ladies and Gentlemen:

The undersigned Morgan Stanley & Co. LLC (the “Representative”), on behalf of itself, RBC Capital Markets, LLC and Cabrera Capital Markets, LLC (collectively, the “Underwriters”), offers to enter into this Bond Purchase Agreement (this “Bond Purchase Agreement”) with the City of Long Beach (the “Issuer”) which, upon the Issuer’s written acceptance hereof, will be binding upon the Issuer and upon the Underwriters. Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Master Indenture and the Third Supplemental Indenture (as such terms are hereinafter defined) or in the Official Statement (as hereinafter defined). This offer is made subject to the written acceptance of this Bond Purchase Agreement by the Issuer and the delivery of such acceptance to the Representative at or prior to 11:59 p.m. California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer.

The Representative hereby represents that it has been authorized by the other Underwriters to execute this Bond Purchase Agreement on behalf of the Underwriters.

1. Upon the terms and conditions and upon the basis of the representations and warranties hereinafter set forth, the Underwriters, jointly and severally, hereby agree to purchase from the Issuer for reoffering to the public, and the Issuer hereby agrees to sell to the Underwriters for such purpose, all (but not less than all) of: (i) $[ ] aggregate principal amount of the City of Long Beach, California Senior Airport Revenue Refunding Bonds, Series 2022A (Governmental/Non-AMT) (the “Series 2022A Bonds”), (ii) $[ ] aggregate principal amount of the City of Long Beach, California Senior Airport Revenue Refunding Bonds Series 2022B (Private Activity/Non-AMT) (the “Series 2022B Bonds”) and (iii) $[ ] aggregate principal amount of the City of Long Beach, California Senior Airport Revenue Bonds Series 2022C (Private Activity/AMT) (the “Series 2022C Bonds”, and together with the Series 2022A Bonds and the Series 2022B Bonds, the “Bonds”). The purchase price of the Series 2022A Bonds shall be $[ ] (representing the principal amount of the Series 2022A Bonds, plus an original issue premium of $[ ] and less an underwriters’ discount of $[ ]) (the “Series 2022A Purchase Price”). The purchase price of the Series 2022B Bonds shall be $[ ] (representing the principal amount of the Series 2022B Bonds, plus an original issue premium of $[ ] and less an underwriters’ discount of $[ ]) (the “Series 2022B Purchase Price”). The purchase price of the Series 2022C Bonds shall be $[ ] (representing the principal 2 4880-1819-2413.2
amount of the Series 2022C Bonds, plus an original issue premium of $[ ] and less an underwriters’ discount of $[ ]) (the “Series 2022C Purchase Price”, and together with the Series 2022A Purchase Price and the Series 2022B Purchase Price, the “Series 2022 Purchase Price”).

2. The Bonds are special, limited obligations of the Issuer and are secured by a pledge of and lien upon and shall be a charge upon and shall be payable, as to the principal thereof and interest thereon, solely from and secured by a lien upon Net Revenues and other funds, assets and security described in the Master Indenture and the Third Supplemental Indenture. The Bonds shall be authorized and secured by the terms of Master Senior Trust Indenture, dated as of December 1, 2009, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as supplemented and amended by supplemental indentures (the “Master Indenture”), including by a Third Supplemental Senior Trust Indenture, dated as of [_____] 1, 2022, by and between the Issuer and the Trustee (the “Third Supplemental Indenture” and, together with the Master Indenture, the “Senior Indenture”).

The Issuer will also enter into a continuing disclosure certificate (the “Continuing Disclosure Certificate”), dated the Closing Date (as hereinafter defined).

The Issuer hereby ratifies, confirms and approves the use and distribution by the Underwriters prior to the date hereof of the Preliminary Official Statement relating to the Bonds, dated [ ], 2022, (which, including the cover page, inside cover pages and all appendices thereto, all documents and information incorporated therein by reference and all amendments and supplements thereto prior to the execution hereof is referred to herein as the “Preliminary Official Statement”) in connection with the public offering of the Bonds by the Underwriters. The Issuer hereby represents to the Underwriters, as of the date hereof, that the Preliminary Official Statement previously furnished to the Underwriters was and is hereby “deemed final” by the Issuer as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), except for the omission of offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, and any other terms of the Bonds as permitted and specified in Rule 15c2-12(b)(l) promulgated under the 1934 Act.

The Bonds shall be substantially in the form described in, and shall be issued and secured under and pursuant to, and shall be payable and subject to redemption as provided in, the Senior Indenture.

The Issuer hereby approves the use by the Underwriters of the Official Statement, dated the date hereof, relating to the Bonds (which, including the cover page, inside cover pages and all appendices thereto, all documents and information incorporated therein by reference and all amendments and supplements thereto is referred to herein as the “Official Statement”) in its printed physical form or in electronic form in all respects materially consistent with such physical form.

The Issuer hereby agrees to deliver or to cause to be delivered to the Underwriters, at such addresses as the Underwriters shall specify, the Official Statement in “designated electronic format” (as defined in Rule G-32 of the Municipal Securities Rulemaking Board (the “MSRB”)), to such addresses as the Underwriters shall specify, to enable the Underwriters to comply with the obligations of the Underwriters pursuant to Rule 15c2-12(b)(4) promulgated under the 1934 Act, MSRB Rule G- 32 and all other applicable rules of the MSRB. The Issuer agrees to deliver or cause to be delivered such Official Statements within seven business days after the execution hereof, but in any event at least two business days prior to the Closing Date and in sufficient time to accompany any confirmation that requests payment and to enable the Underwriters to comply with the rules of the MSRB. The Issuer also agrees that if the Official Statement is amended or supplemented after the date hereof, the Issuer 3 4880-1819-2413.2
will deliver or cause to be delivered to the Underwriters as many copies of such amendment or supplement as the Underwriters shall request to comply with the rules of the MSRB. The Representative agrees to file the Official Statement (including the Official Statement as it may be amended or supplemented and provided to the Representative) with the MSRB through its Electronic Municipal Market Access system within one business day after receipt from the Issuer, but in no event later than the Closing Date. The Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form to the extent permitted by applicable rules of the MSRB and as may be agreed by the Issuer and the Representative. If the Official Statement is prepared for distribution in electronic form, the Issuer hereby confirms that it does not object to distribution of the Official Statement in electronic form.

The Bonds are being issued for the purposes to (a) current refund and defease all of the Issuer’s outstanding Senior Airport Revenue Bonds, Series 2009C (the “Series 2009C Bonds”), Senior Airport Revenue Bonds, Series 2010A (the “Series 2010A Bonds”), and Senior Airport Revenue Bonds, Series 2010B (the “Series 2010B Bonds,” and collectively with the Series 2009C Bonds and the Series 2010A Bonds, the “Refunded Bonds”), (b) pay the cost of certain capital improvements at Long Beach Airport, (c) fund a reserve fund for the Bonds, and (d) pay the costs of issuance of the Bonds.

The Bonds shall be dated as of their initial date of delivery and shall bear interest at the rates and mature in the principal amounts and in the years and shall be subject to redemption, all as set forth in Schedule I hereto.

3. Each Underwriter agrees to make a bona fide public offering of all of the Bonds, at prices not in excess of the respective initial public offering prices or at yields not lower than the yields set forth in Schedule I hereto. Each Underwriter also reserves the right to (i) overallot or effect transactions which stabilize or maintain the market prices of the Bonds at levels above those which might otherwise prevail in the open market and (ii) discontinue such stabilizing, if commenced, at any time.

4. Establishing the Issue Price
(a) The Representative, on behalf of the Underwriters, agrees to assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing (as hereinafter defined) an “issue price” or similar certificate, together with the supporting pricing wire(s) or equivalent communications, substantially in the form attached hereto as Exhibit C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Issuer and Bond Counsel (as hereinafter defined), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) [Except for the Hold-the-Price Maturities described in subsection (c) below, and Schedule I attached hereto,] the Issuer will treat the first price at which 10% of each maturity of Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). Schedule I attached hereto sets forth the maturities of the Bonds for which the 10% test has been satisfied as of the date of this Bond Purchase Agreement (the “10% Test Maturities”) and the prices at which the Underwriters have sold such 10% Test Maturities to the public. (c) [With respect to the maturities of the Bonds that are not 10% Test Maturities, as described in Schedule I attached hereto (the “Hold-the-Price Maturities”), the Representative 4 4880-1819-2413.2
confirms that the Underwriters have offered such maturities of the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto. The Issuer and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply to the Hold-the-Price Maturities, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold- the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Hold-the-Price Maturities, the Representative will neither offer nor sell unsold bonds of such maturity of the Hold-the-Price Maturities to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Representative has sold at least 10% of that maturity of the Hold-the-Price Maturities to the public at a price that is no higher than the initial offering price to the public.

The Representative shall advise the Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Hold-the-Price Maturities to the public at a price that is no higher than the initial offering price to the public] (d) The Representative confirms that:
(1) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires,
(ii) to promptly notify the Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below),
(iii) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker-dealer, the Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
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(2) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative or such Underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative or the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Issuer acknowledges that, in making the representations set forth in this section, the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third- party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third- party distribution agreement and the related pricing wires. The Issuer further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement to adhere to the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.
(f) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(1) “public” means any person other than an underwriter or a related party, (2) “underwriter” means (A) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant 6 4880-1819-2413.2
to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public),
(3) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
(4) “sale date” means the date of execution of this Bond Purchase Agreement by all parties.

5. The Issuer hereby authorizes the use by the Underwriters of the Senior Indenture and the Official Statement, and any supplements or amendments thereto, and the information contained in each of such documents, in connection with the public offering and sale of the Bonds.

6. At 8:00 A.M., California time, on [ ], 2022 or at such other time or on such other business day as shall have been mutually agreed upon by the Issuer and the Representative (the “Closing Date”), the Issuer will deliver, or cause to be delivered, the Bonds to the Representative’s account against payment of the Series 2022 Purchase Price through the facilities of The Depository Trust Company (“DTC”) in New York, New York. Physical delivery of the Bonds shall be made to the Trustee, as agent for DTC under the Fast Automated Securities Transfer System. The Bonds will be in fully registered book-entry form, duly executed and registered in the name of Cede & Co. as nominee of DTC, and, subject to the terms and conditions hereof, the Underwriters will accept such delivery and pay the Series 2022 Purchase Price by wire transfer in immediately available funds at the administrative offices of the City of Long Beach at 411 W. Ocean Boulevard, Long Beach, California 90802 or such other place as shall have been mutually agreed upon by the Issuer and the Representative. Such delivery of and payment for the Bonds as described in this paragraph is referred to herein as the “Closing.”

7. The Issuer represents, as of the date hereof, warrants and covenants to the Underwriters that:
(a) The Issuer is a municipal corporation and chartered city duly organized and existing under its Charter and the Constitution and the laws of the State of California (the “State”). The Issuer is authorized by the provisions of the Charter of the City of Long Beach, and Title 3, Chapter

3.52, Division I of the Municipal Code of the City of the Long Beach, is authorized, among other things, (i) to issue revenue bonds, such as the Bonds, for the purposes described in the Senior Indenture, and (ii) to secure the Bonds in the manner contemplated by the Senior Indenture; (b) The City Council had full right, power and authority to adopt Resolution No.

RES-22-[ ] on May [__], 2022 (“Resolution No. RES-22-[__]); 7 4880-1819-2413.2
(c) The Issuer had or has, as the case may be, the full right, power and authority (i) to enter into the Master Indenture, the Third Supplemental Indenture, this Bond Purchase Agreement and the Continuing Disclosure Certificate, (ii) to acknowledge and deliver (including, without limitation, through electronic means) the Preliminary Official Statement; (iii) to determine that the Preliminary Official Statement was substantially final within the meaning of Rule 15c2-12 promulgated under the 1934 Act; (iv) to prepare, execute and deliver (including, without limitation, through electronic means) the Official Statement; (v) to issue, sell and deliver the Bonds to the Underwriters as provided herein, and (vi) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the Issuer has complied with all provisions of applicable law in all matters relating to such transactions; (d) The Issuer has duly authorized (i) the execution and delivery of the Bonds and the execution, delivery and due performance, as applicable, of this Bond Purchase Agreement, the Master Indenture, the Third Supplemental Indenture, the Official Statement, and the Continuing Disclosure Certificate, and (ii) the taking of any and all such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by such instruments;
(e) Upon issuance, the Bonds will be valid and binding special limited obligations of the Issuer enforceable in accordance with their terms, and shall be secured by a pledge of and lien upon and shall be a charge upon and shall be payable, as to the principal thereof, interest thereon, solely from and secured by a lien upon Net Revenues and other funds, assets and security described in the Senior Indenture;
(f) This Bond Purchase Agreement is, and upon their execution and delivery the Third Supplemental Senior Indenture and the Continuing Disclosure Certificate will be, valid and binding obligations of the Issuer enforceable in accordance with their respective terms; (g) All approvals and consents of the Issuer which would constitute a condition precedent to the performance by the Issuer of its obligations hereunder and under the Master Indenture, the Third Supplemental Indenture, the Continuing Disclosure Certificate and the Bonds have been obtained and are in full force and effect, in each case except such authorization, consent, approval, filing or registration as may be required under the Blue Sky or securities laws of any state in connection with the offering, sale or issuance of the Bonds (as to which no representation is made). No other material authorization, consent or approval of, or filing or registration with, any Governmental Authority (as defined below) or court is, or under existing requirements of law will be, necessary for the valid execution, delivery or performance by the Issuer of this Bond Purchase Agreement, the Master Indenture, the Third Supplemental Indenture or the Continuing Disclosure Certificate other than any authorization, consent, approval, filing or registration as may be required under the Blue Sky or securities laws of any state in connection with the offering, sale or issuance of the Bonds (as to which no representation is made). All authorizations, consents or approvals of, or filings or registrations with any Governmental Authority or court necessary for the valid issuance of, and performance by the Issuer of its obligations under the Bonds will have been duly obtained or made prior to the issuance of the Bonds (and disclosed to the Underwriters), except such authorization, consent, approval, filing or registration as may be required under the Blue Sky or securities laws of any state in connection with the offering, sale or issuance of the Bonds (as to which no representation is made). As used herein, the term “Governmental Authority” refers to any legislative body or governmental official, department, commission, board, bureau, agency, instrumentality, body or public benefit corporation; 8 4880-1819-2413.2
(h) The adoption of Resolution No. RES-22-[ ] and execution and delivery of this Bond Purchase Agreement, the Third Supplemental Indenture, the Continuing Disclosure Certificate and the Bonds, and compliance with the provisions thereof, will not conflict with or constitute a material breach of or default under (i) any material statute, indenture, mortgage, note or other agreement or instrument to which the Issuer is a party or by which it is bound, (ii) any provision of the State Constitution or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the Issuer (or the members of the City Council or any of the officers of the Issuer in their respective capacities as such) is subject;
(i) Except as specifically disclosed in the Preliminary Official Statement and as will be specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, which has been served on the Issuer or, to the best knowledge of the Issuer, threatened, which in any way (i) questions the powers of the Issuer referred to in paragraphs (b) and (c) above, or the validity of any proceeding taken by the Issuer in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by this Bond Purchase Agreement, or of any other document or instrument required or contemplated by this financing; (ii) could adversely affect the validity or enforceability of the Bonds, the Senior Indenture, Resolution No.

RES-22-[ ], the Continuing Disclosure Certificate or this Bond Purchase Agreement; (iii) questions the exclusion from gross income of the recipients thereof of the interest on the Bonds for federal income tax purposes or in any other way questions the status of the Bonds under federal or state tax laws or regulations; or (iv) could materially adversely affect the properties, operations or financial condition of the Enterprise or the ability of the Issuer to pay principal of and interest on the Bonds when due or to otherwise perform any of its obligations under the Senior Indenture and the Continuing Disclosure Certificate;
(j) The Bonds will be issued in accordance with Resolution No. RES-22-[ ] and the Senior Indenture and will conform in all material respects to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement; (k) Any certificate signed by any official or other representative of the Issuer and delivered to the Representative pursuant to this Bond Purchase Agreement shall be deemed a representation and warranty by the Issuer (and not by such official or other representative in his or her individual capacity) to the Underwriters as to the truth of the statements therein made; (l) The Issuer has never been in default at any time, as to principal of or interest on any obligation which it has issued, except as otherwise specifically disclosed in the Preliminary Official Statement and the Official Statement; and, other than the Senior Indenture, the Issuer has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on the Net Revenues pledged to the payment of the Bonds except as specifically disclosed in the Preliminary Official Statement and the Official Statement; (m) Other than in the ordinary course of its business or as described in the Preliminary Official Statement and the Official Statement, between the date of this Bond Purchase Agreement and the Closing Date, the Issuer will not offer or issue any certificates, bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Net Revenues;
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(n) The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Representative as the Representative may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Representative may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the initial distribution of the Bonds; provided, however, that the Issuer shall not be required to execute a general consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction or pay the cost or expense of any qualifications or determination;
(o) The information contained in the (i) Preliminary Official Statement (excluding therefrom the sentence specifically indicated as being provided by the Underwriters on page (ii), the information under the caption “UNDERWRITING” and relating to and provided by DTC, and permitted omissions as specified in Rule 15c2-12(b)(l) promulgated under the 1934 Act) is as of its date and the date hereof (including as supplemented and amended as of the date of its final supplement or amendment provided to the Underwriters on or before the date hereof) and (ii) the Official Statement (excluding therefrom the yield and price information on the inside cover pages, the sentence specifically indicated as being provided by the Underwriters on page (ii) and the information under the caption “UNDERWRITING” (collectively, the “Underwriter Information”), the information relating to or provided by DTC and CUSIP numbers), will be as of its date and as of the Closing Date, true and correct in all material respects. The Preliminary Official Statement (excluding therefrom the sentence specifically indicated as being provided by the Underwriters on page (ii), the information under the caption “UNDERWRITING” and relating to and provided by DTC, and permitted omissions as specified in Rule 15c2-12(b)(l) promulgated under the 1934 Act) as of its date did not and as of the date hereof does not (including as supplemented and amended as of the date of its final supplement or amendment provided to the Underwriters on or before the date hereof) and the Official Statement (excluding therefrom the Underwriter Information, the information relating to and provided by DTC and CUSIP numbers), as of its date did not and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (p) If the Official Statement is supplemented or amended pursuant to paragraph (q) of this Section 7, at the time of each supplement or amendment thereto, the Official Statement as so supplemented or amended (excluding therefrom the Underwriter Information, the information relating to and provided by DTC and CUSIP numbers) will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (q) Between the date of this Bond Purchase Agreement and the date which is 25 days following the End of the Underwriting Period, as defined in Rule 15c2-12 promulgated under the 1934 Act (the “End of the Underwriting Period”), (i) if any event, fact or condition shall occur or become known which might or would cause the Official Statement to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall promptly notify the Representative (and provide to the Representative such information concerning such event, fact or condition), and if in the opinion of the Representative or the Issuer such event, fact or condition requires the preparation and publication of a supplement or amendment to the Official Statement, the Issuer will at its expense supplement or amend the Official Statement in a form and in a manner approved by 10 4880-1819-2413.2
the Representative (which approval shall not be unreasonably withheld) so that the Official Statement, as so supplemented or amended, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Issuer will furnish to the Representative a sufficient number of copies of such supplement to or amendment of the Official Statement and (ii) the Issuer shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written notice to and approval of the Representative (which approval shall not be unreasonably withheld), and the Issuer and the Underwriters agree that they will cooperate in the preparation of any such supplement or amendment, and that the “End of the Underwriting Period” shall be the time of the Closing unless the Representative gives notice to the Issuer that an Underwriter retains an unsold balance of Bonds, in which case the “End of the Underwriting Period” shall be the first date as of which no Underwriter retains an unsold balance of the Bonds;
(r) The financial statements of, and other financial information regarding, the Enterprise contained in the Preliminary Official Statement and the Official Statement fairly present the financial position and results of the operations of the Enterprise as of the dates and for the periods therein set forth, and, to the best of the Issuer’s knowledge, (i) the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and (ii) the other historical financial information has been determined on a basis substantially consistent with that of the audited financial statements concerning the Enterprise included in the Preliminary Official Statement and the Official Statement;
(s) The Issuer shall not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Senior Indenture or which would cause the interest on the Bonds to be includable in gross income for federal income tax purposes; and (t) Except as otherwise described in the Preliminary Official Statement and the Official Statement, the Issuer has not failed in the five year period prior to the date hereof to comply in all material respects with any continuing disclosure undertakings with regard to Rule 15c2-12(b)(5) promulgated under the 1934 Act to provide annual reports or notices of certain enumerated events specified in such rule.

8. The Representative, on behalf of the Underwriters, has entered into this Bond Purchase Agreement in reliance upon the representations and warranties of the Issuer contained herein, the covenants of the Issuer contained in the Senior Indenture and the Continuing Disclosure Certificate, and the performance by the Issuer of its obligations hereunder, as of the date hereof and as of the Closing Date. The Underwriters’ obligations under this Bond Purchase Agreement are and shall be subject to the following further conditions:
(a) The representations and warranties of the Issuer contained in Section 7 hereof shall be true, complete and correct on the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in all certificates and other documents delivered to the Representative at the Closing pursuant hereto shall be true, complete and correct at the Closing; the Issuer shall be in compliance with each of the agreements made by it in this Bond Purchase Agreement (unless such agreements are waived by the Representative); and there shall not have occurred an adverse change in the financial position, results of operations or financial condition of the Issuer which materially adversely affects the ability of the Issuer to pay 11 4880-1819-2413.2
principal of and interest on the Bonds when due or to otherwise perform any of its obligations under the Senior Indenture and the Continuing Disclosure Certificate; (b) At the time of the Closing, the Official Statement, Resolution No. RES-22-[ ], the Senior Indenture, the Continuing Disclosure Certificate and this Bond Purchase Agreement shall be in full force and effect, and shall not have been amended, modified or supplemented (except as may be agreed to in writing by the Representative and the Issuer); all actions which, in the opinion of Kutak Rock LLP, Bond Counsel to the Issuer (“Bond Counsel”), shall be necessary in connection with the transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; and the Issuer shall perform or have performed its obligations required under or specified in this Bond Purchase Agreement, the Official Statement, the Senior Indenture, the Continuing Disclosure Certificate and Resolution No. RES-22-[ ] to be performed at or prior to the Closing; (c) At the time of the Closing, the information in the Official Statement (excluding therefrom the Underwriter Information, the information relating to and provided by DTC and CUSIP numbers) (as amended and supplemented) shall be true and correct in all material respects, and the Official Statement shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(d) (i) No default by the Issuer shall have occurred and be continuing in the payment of the principal of or premium, if any, or interest on any bond, note or other evidence of indebtedness issued by the Issuer and (ii) no bankruptcy, insolvency or other similar proceeding in respect of the Issuer shall be pending or to the knowledge of the Issuer contemplated; (e) The Underwriters, after consultation with the Issuer, may terminate this Bond Purchase Agreement by notification by the Representative to the Issuer if, at any time after the date hereof and prior to the Closing, in the Representative’s reasonable opinion:
(i) the marketability of the Bonds or the market prices of the Bonds set forth in the Official Statement, in the reasonable opinion of the Representative (after consultation with the Issuer), has been materially adversely affected by (A) an amendment to the Constitution of the United States of America or the State of California, (B) any legislation enacted or approved, except as disclosed in the Preliminary Official Statement (as of the date hereof) or the Official Statement, by (1) the Congress of the United States, (2) either House of the Congress, (3) the Committee on Finance in the United States Senate, (4) the Committee on Ways and Means of the United States House of Representatives, (5) a Conference Committee of the Congress or (6) the State of California, which would have a material adverse effect on the exclusion of interest on the Bonds from gross income for federal or state income tax purposes or (C) any decision of any court of the United States or by any ruling or regulation (final, temporary or proposed) on behalf of the Treasury Department of the United States or the Internal Revenue Service, that the income received by any holder of obligations of the same type and character as the Bonds shall be declared under any federal income tax law not to be excludable from gross income (in each case either at the time of the declaration or at any future date); or
12 4880-1819-2413.2
(ii) an outbreak or escalation of hostilities involving the United States of America or a national or international calamity or crisis, or the declaration by the United States of America of a national emergency or war, including additional events or announcements related to COVID-19 virus and its impacts, the effect of any of which would materially adversely affect, in the reasonable opinion of the Representative (after consultation with the Issuer), the marketability of the Bonds or the market prices of the Bonds set forth in the Official Statement; or
(iii) any downgrading or withdrawal of any long-term underlying rating on the Bonds of the Issuer, by Fitch, Inc. (“Fitch”) or Moody’s Investors Service Inc. (“Moody’s”), the effect of which would materially adversely affect, in the reasonable opinion of the Representative (after consultation with the Issuer), the marketability of the Bonds or the market prices of the Bonds set forth in the Official Statement provided that neither a change in the outlook nor placement on a “watch” list with respect to a rating shall constitute a downgrade for purposes of this clause (iii); or
(iv) the declaration of a general banking moratorium by any authority of the United States, the State of New York or the State of California having jurisdiction or a material disruption in commercial banking or securities settlement or clearance services; or
(v) a general suspension of trading (other than pursuant to New York Stock Exchange Rule 80B) shall have occurred, minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or prices for securities shall have been required and be in force on the New York Stock Exchange whether by virtue of a determination by the New York Stock Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; or
(vi) an event described in subsection (q) of Section 7 shall have occurred which in the reasonable opinion of the Representative (after consultation with the Issuer) requires the preparation and publication of a supplement or amendment to the Official Statement and (A) the Issuer refuses to allow the Official Statement to be supplemented or (B) the effect of the Official Statement as so supplemented, in the reasonable opinion of the Representative, is to materially adversely affect the marketability of the Bonds or the market prices of the Bonds set forth in the Official Statement; or (vii) a stop order, ruling or regulation by the Securities and Exchange Commission shall hereafter be issued or made, the reasonable effect of which is that the issuance, offering or sale of the Bonds, as contemplated herein or in the Official Statement is in violation of any provisions of the Securities Act of 1933, as amended and as then in effect, the 1934 Act, as then in effect, the Trust Indenture Act of 1939, as amended, and as then in effect, or any rule or regulation promulgated under any such Acts; or 13 4880-1819-2413.2
(viii) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall have imposed additional material restrictions not in force as of the date hereof upon trading in securities generally; and
(f) At or prior to the Closing, the Representative shall receive the following documents:
(i) The opinion (or opinions) of Bond Counsel, dated the Closing Date, in substantially the form included in the Official Statement as Appendix D, addressed to the Issuer and the Underwriters (or accompanied by a reliance letter to the Underwriters); (ii) A supplemental opinion of Bond Counsel, in form and substance satisfactory to the Representative, addressed to the Issuer and the Underwriters, dated the Closing Date, to the effect that:
a. This Bond Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the Issuer and, assuming the due authorization, execution and delivery by the other parties thereto, as applicable, constitute binding and enforceable obligations of the Issuer. b. The Bonds are exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended, and the Master Indenture and the Third Supplemental Indenture are exempt from qualification under the Trust Indenture Act of 1939, as amended.
c. The information in the Official Statement under the headings “DESCRIPTION OF THE SERIES 2022 BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022 BONDS,” “TAX MATTERS,” “APPENDIX B—CERTAIN DEFINITIONS AND SUMMARIES OF THE MASTER SENIOR INDENTURE AND THE THIRD SUPPLEMENTAL SENIOR INDENTURE,” and “APPENDIX D—FORM OF APPROVING OPINION OF BOND COUNSEL,” excluding any material that may be treated as included under such captions by cross- reference, insofar as such statements expressly summarize certain provisions of the Master Indenture, the Third Supplemental Indenture and Bond Counsel’s opinions concerning certain federal tax matters and certain State of California tax matters relating to the Bonds, are accurate in all material respects. (iii) An opinion, dated as of the Closing Date and addressed to the Issuer and the Underwriters, of Bond Counsel, to the effect that upon issuance of the Series 2022A Bonds and the Series 2022B Bonds and the application of the proceeds thereof in accordance with the Third Supplemental Senior Indenture, the Refunded Bonds will be deemed to have been paid in full under the Master Indenture and shall no longer be secured by the or entitled to the benefits of the Master Indenture except for the purposes of payment from moneys held by the Trustee for such purposes;
(iv) An opinion of the City Attorney in form and substance as attached hereto as Exhibit A;
14 4880-1819-2413.2
(v) A letter from Stradling Yocca Carlson & Rauth LLP, a Professional Corporation, Disclosure Counsel to the Issuer, dated the Closing Date, addressed to the Issuer and the Underwriters, substantially in the form attached hereto as Exhibit B; (vi) An opinion of Nixon Peabody LLP, counsel to the Underwriters, dated the Closing Date, addressed to the Underwriters, to the effect that:
a. the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Senior Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and b. based upon their participation in the preparation of the Preliminary Official Statement and the Official Statement as counsel for the Underwriters and their participation at conferences at which the Preliminary Official Statement and the Official Statement were discussed, but without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement, such counsel has no reason to believe that the Preliminary Official Statement, as of its date, or the Official Statement, as of its date or as of the date of the Closing, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for any financial, forecast, technical and statistical statements and data included in the Official Statement and the information regarding DTC and its book-entry system and the appendices, in each case as to which no view need be expressed);
(vii) A certificate, dated the Closing Date, of the Issuer executed by a duly authorized officer of the Issuer, to the effect that (A) the representations and warranties of the Issuer contained in this Bond Purchase Agreement are true and correct in all material respects as of the date of this Bond Purchase Agreement and as of the Closing, and the Issuer has complied with all agreements and covenants and satisfied all conditions contemplated by the Senior Indenture, the Official Statement, the Continuing Disclosure Certificate and this Bond Purchase Agreement, (B) the Official Statement (excluding therefrom the Underwriter Information, the information relating to or provided by DTC and CUSIP numbers), does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (C) the Issuer has full power and authority to perform its duties in accordance with the Senior Indenture; and (D) the Issuer has taken all necessary action to approve the execution of the Third Supplemental Indenture and the Continuing Disclosure Certificate and has duly authorized, executed and delivered the Senior Indenture and the Continuing Disclosure Certificate and the performance by the Issuer of the duties under the Senior Indenture and the Continuing Disclosure Certificate and, assuming due, valid and binding authorization, execution and delivery by the Trustee of the Senior Indenture, the Senior Indenture and the Continuing Disclosure Certificate constitutes legal, valid and binding obligations of the Issuer enforceable against the City in accordance with their respective terms; (viii) A certified copy of Resolution No. RES-22-[____]; 15 4880-1819-2413.2
(ix) A Tax Compliance Certificate of the Issuer, in form satisfactory to Bond Counsel, signed by an appropriate officer of the Issuer; (x) Evidence that the ratings on the Bonds of “[]” by Moody’s and “[]” by Fitch, respectively, are in full force and effect on the Closing Date; (xi) A certificate, dated the Closing Date, of the Trustee, signed by a duly authorized officer of the Trustee, to the effect that:
a. The Trustee is a national banking association duly organized and validly existing under the laws of the United States of America and has full corporate power to undertake the duties of the Trustee under the Senior Indenture; b. The Trustee has duly taken all necessary corporate action to approve the execution of the Third Supplemental Indenture and has duly authorized, executed and delivered the Third Supplemental Indenture and the performance by the Trustee of the duties under the Senior Indenture;
c. the Bonds have been duly authenticated and executed by the Trustee; and
d. to the best of such officer’s knowledge, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Trustee (either in state or federal courts), or to the best of such officer’s knowledge, threatened against or affecting the Trustee which would restrain or enjoin the execution or delivery of the Third Supplemental Indenture or which would affect the validity or enforceability of the Senior Indenture, or the Trustee’s participation in, or in any way contesting the powers or the authority of the Trustee with respect to, the transactions contemplated by the Senior Indenture, or any other agreement, document or certificate related to such transactions; (xii) An opinion of the Law Offices of Samuel D. Waldman, counsel to the Trustee, in form and substance satisfactory to the Representative, dated the Closing Date, addressed to the Issuer and the Underwriters, to the effect that:
a. the Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America; b. the Trustee has all requisite corporate power, authority and legal right to execute and deliver the Third Supplemental Indenture and to perform its obligations under the Senior Indenture, and has authorized the execution and delivery of the Third Supplemental Indenture and the performance of its obligations under the Senior Indenture;
c. the Trustee has duly authorized, executed and delivered the Senior Indenture, and assuming the due authorization, execution and delivery thereof by the Issuer thereto, the Senior Indenture is the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms against the Trustee; 16 4880-1819-2413.2
d. To our knowledge, the execution and delivery of the Third Supplemental Indenture, and compliance with the provisions of the Senior Indenture by the Trustee will not violate any provisions of any law or regulation governing the Trustee or any order of any governmental authority having jurisdiction over the Trustee;
e. To our knowledge, no authorization, approval, consent, or order of any governmental agency or regulatory authority having jurisdiction over the Trustee that has not been obtained by the Trustee is required for the authorization, execution, and delivery by the Trustee of the Third Supplemental Indenture or the performance of the duties and obligations of the Trustee under the Senior Indenture; f. all approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which would constitute a condition precedent to the performance by the Trustee of its duties and obligations under the Senior Indenture have been obtained and are in full force and effect. (xiii) A copy of the DTC Blanket Letter of Representations executed by the Issuer; (xiv) A copy of the Report of Proposed Debt Issuance required to be delivered to the California Debt and Investment Advisory Commission (“CDIAC”); and (xv) A copy of the verification report by Robert Thomas CPA, LLC, related to the Refunded Bonds in form and substance acceptable to Bond Counsel, the Issuer and the Representative; and
(xvi) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Representative or Bond Counsel may reasonably request to evidence compliance by the Issuer with legal requirements, the accuracy, as of the time of Closing, of the Issuer’s representations herein contained and the due performance or satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer.

If the Issuer shall be unable to satisfy the conditions to the Underwriters’ obligations contained in this Bond Purchase Agreement or if the Underwriters’ obligations shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Issuer nor the Underwriters shall have any further obligation hereunder, nor any liability to any other party with respect to such termination. In the event that the Underwriters fail (other than for a reason permitted herein) to accept and pay for the Bonds at the Closing, the amount equal to one percent of the principal amount of the Bonds set forth in Section 1 hereof shall be full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters. The acceptance of such amounts shall constitute a full release and discharge of all claims and rights of the Issuer against the Underwriters for such failure or default.

9. The performance by the Issuer of its obligations is conditioned upon (i) the performance by the Underwriters of their obligations hereunder and (ii) receipt by the Issuer and the Representative of opinions and certificates being delivered at the Closing by persons and entities other than the Issuer.
17 4880-1819-2413.2

10. (a) Except as provided below, the Underwriters shall be under no obligation to pay, and the Issuer shall pay or cause to be paid all expenses incident to the issuance and sale of the Bonds as herein provided, including but not limited to: (i) the cost of preparation, including word processing, printing and reproduction of the Bonds, the Third Supplemental Indenture; (ii) the costs of printing, distribution and delivery of the Preliminary Official Statement and the Official Statement and any amendment or supplement thereto, in reasonable quantities, (iii) the fees for ratings agencies; (iv) the fees and expenses of the municipal advisor to the Issuer; (v) the fees and expenses of Bond Counsel and Disclosure Counsel for the Issuer; (vi) the fees and disbursements of any Trustee, engineers, accountants, and other experts, consultants or advisers retained by the Issuer, if any, and (vii) the costs and expenses related to transportation, lodging and meals of Issuer personnel and advisors. (b) The Underwriters shall pay from the expense component of the underwriters’ discount all other expenses incurred by them in connection with the public offering and distribution of the Bonds, except as provided by the Issuer by agreement, including (i) the fees and disbursements of Underwriters’ Counsel; (ii) all advertising expenses in connection with the public offering of the Bonds; (iii) the cost of preparation, distribution and delivery of greater than 20 copies of the Official Statement; (iv) the costs of traveling and expenses of selling the Bonds; (v) the fees charged by CDIAC; (vi) any fees charged by the MSRB; and (vii) Blue Sky fees. Notwithstanding that the Underwriters are required to pay the fees charged by CDIAC in connection with the offering of the Bonds, the Issuer agrees to reimburse the Underwriters for such fees.

11. Any notice or other communication to be given to the Issuer under this Bond Purchase Agreement may be given by delivering the same in writing to City of Long Beach, 411 W. Ocean Boulevard, Long Beach, California 90802, Attention: Kevin Riper, Director of Financial Management, or to such other person as he may designate in writing, and any notice or other communication to be given to the Representative under this Bond Purchase Agreement (other than the acceptance hereof as specified in the first paragraph hereof) may be given by delivering the same in writing to:

Dan Kurz
Morgan Stanley & Co. LLC
1999 Avenue of the Stars, Suite 2400
Los Angeles, California 90067
The approval of the Representative when required hereunder or the determination of its satisfaction as to any document referred to herein shall be in writing signed by an authorized representative of the Representative and delivered to the Issuer.

12. For all purposes of this Bond Purchase Agreement, a default shall not be deemed to be continuing if it has been cured, waived or otherwise remedied. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed within such state.

13. The Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form to the extent permitted by applicable rules of the MSRB and as may be agreed by the Issuer and the Representative. If the Official Statement is prepared for distribution in electronic form, the Issuer hereby confirms that it does not object to distribution of the Official Statement in electronic form.
18 4880-1819-2413.2

14. This Bond Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

15. This Bond Purchase Agreement when accepted by the Issuer in writing as heretofore specified shall constitute the entire agreement between the Issuer and the Underwriters and is made solely for the benefit of the Issuer and the Underwriters (including the successors or assigns of the Underwriters). No other person shall acquire or have any right hereunder or by virtue hereof. This Bond Purchase Agreement may not be assigned by the Issuer. All of the Issuer’s representations, warranties and agreements contained in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of any of the Underwriters; (ii) delivery of and payment for the Bonds pursuant to this Bond Purchase Agreement; and (iii) any termination of this Bond Purchase Agreement.

16. The Issuer acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the Issuer and the Underwriters, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, each Underwriter is and has been acting solely as a principal and is not acting as an agent or fiduciary of the Issuer, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters) and no Underwriter has any obligation to the Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Bond Purchase Agreement, and (iv) the Issuer has consulted its own legal, financial and other advisors to the extent it has deemed appropriate.

17. This Bond Purchase Agreement shall become effective upon the acceptance hereof by the Issuer and shall be valid and enforceable at the time of such acceptance.

18. If any provision of this Bond Purchase Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Bond Purchase Agreement invalid, inoperative or unenforceable to any extent whatever.

19. For purposes of this Bond Purchase Agreement, “business day” means any day on which the New York Stock Exchange is open for trading.

20. This Bond Purchase Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered hereby, and supersedes all prior agreements and understandings between the parties. This Bond Purchase Agreement shall only be amended, supplemented or modified in a writing signed by both of the parties hereto. This Bond Purchase Agreement shall become a binding agreement between the Issuer and the Underwriters when at least the counterpart of this letter shall have been signed by or on behalf of each of the parties hereto. 19 4880-1819-2413.2
[Remainder of page intentionally left blank; signature page follows] 20 4880-1819-2413.2
Very truly yours,
MORGAN STANLEY & CO. LLC,
as Representative of the Underwriters
By: ________________________________
Authorized Representative
ACCEPTED at _____ p.m. ET this ______ day of [ ], 2022:

CITY OF LONG BEACH
By: ___________________________________
Kevin Riper,
Director of Financial Management
APPROVED AS TO FORM:

J. CHARLES PARKIN, City Attorney
By: ________________________________
[________]
Deputy City Attorney
[Signature page to Bond Purchase Agreement]
SCHEDULE 1-1
4880-1819-2413.2

SCHEDULE I
$[ ]

CITY OF LONG BEACH, CALIFORNIA

SENIOR AIRPORT REVENUE REFUNDING BONDS
SERIES 2022A
(GOVERNMENTAL/NON-AMT)
Maturity Date
(June 1)
Principal
Amount
Interest
Rate Yield Price
$ % %
†10% Test Maturities.
$[ ]

CITY OF LONG BEACH, CALIFORNIA

SENIOR AIRPORT REVENUE REFUNDING BONDS
SERIES 2022B (PRIVATE ACTIVITY/NON-AMT)
Maturity Date
(June 1)
Principal
Amount
Interest
Rate Yield Price
$ % %
†10% Test Maturities.
$[ ]

CITY OF LONG BEACH, CALIFORNIA

SENIOR AIRPORT REVENUE BONDS
SERIES 2022C (PRIVATE ACTIVITY/AMT)
Maturity Date
(June 1)
Principal
Amount
Interest
Rate Yield Price
$ % %
†10% Test Maturities.

SCHEDULE 1-2
4880-1819-2413.2
Optional Redemption. The Bonds maturing on or before [ ] are not subject to redemption prior to maturity. The Bonds maturing on or after [ ] shall be subject to redemption prior to maturity, at the option of the Issuer on or after on or after [ ], from any moneys that may be provided for such purpose and at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed plus accrued interest to the date fixed for redemption, without premium.

A-1
4880-1819-2413.2

EXHIBIT A
[LETTERHEAD OF CITY ATTORNEY]
[CLOSING DATE]
City of Long Beach
415 W. Ocean Blvd.

Long Beach, California 90802
Morgan Stanley & Co. LLC
1999 Avenue of the Stars, Suite 2400
Los Angeles, CA 90067
RBC Capital Markets, LLC
777 S. Figueroa Street, Suite 850
Los Angeles, CA 90017
Cabrera Capital Markets, LLC
[Address]
The Bank of New York Mellon Trust Company, N.A.
[Address]
RE: City of Long Beach, California, Senior Airport Revenue Refunding Bonds Series 2022A (Governmental/Non-AMT), Senior Airport Revenue Refunding Bonds Series 2022B (Private Activity/Non-AMT) and Senior Airport Revenue Bonds Series 2022C (Private Activity/AMT)
Ladies and Gentlemen:

I am the City Attorney to the City of Long Beach (the “City”), a charter city organized and existing under the laws of the State of California (the “State”). I am rendering the opinions, views and conclusions set forth herein in connection with the issuance of the above- captioned bonds (the “Bonds”). The Bonds are authorized to be issued under the Charter of the City of Long Beach (the “City Charter”), the Master Senior Trust Indenture, dated as of December 1, 2009, by and between the City and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as supplemented and amended by supplemental indentures (the “Master Indenture”), including by a Third Supplemental Senior Trust Indenture, dated as of [_______] 1, 2022, by and between the City and the Trustee (the “Third Supplemental Indenture”), and Resolution No. RES-22-[ ] which was duly adopted by the City Council of the City on May [ ], 2022 (the “City Council Resolution”). Collectively herein, the Master Indenture and the Third Supplemental Indenture shall be referred to as the “Senior Indenture.” All capitalized terms used herein or as the context otherwise requires, shall have the meanings set forth in the Senior Indenture.

A-2
4880-1819-2413.2
In such connection, I have examined and reviewed the Senior Indenture; the City Council Resolution; the Bond Purchase Agreement, dated [ ], 2022 (the “Bond Purchase Agreement”) by Morgan Stanley & Co. LLC on behalf of itself and RBC Capital Markets, LLC and Cabrera Capital Markets, LLC, and the City; the Continuing Disclosure Certificate, dated [ ], 2022 (the “Continuing Disclosure Certificate”), by the City; the Official Statement, dated [ ], 2022 with respect to the Bonds (the “Official Statement”); the Tax Compliance Certificate, dated [ ], 2022 (the “Tax Compliance Certificate”), by the City; and such other documents and matters as I have deemed necessary to render the opinions, views and conclusions set forth herein (collectively, the “Reviewed Materials”). The Senior Indenture, the Bond Purchase Agreement, the Continuing Disclosure Certificate and the Tax Compliance Certificate are collectively hereinafter referred to as the “Bond Documents.”
The opinions, views and conclusions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions. The enforceability of the City Council Resolution and the Bond Documents, to the extent such opinions, views and conclusions are given herein, may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting the enforcement of creditors’ rights and the application of equitable principles (regardless of whether the issue of enforceability is considered in a proceeding at law or in equity).

Based on and subject to the foregoing and in reliance thereon, as of the date hereof, I am of the opinion that:
(a) The City is a municipal corporation duly organized and validly existing under and by virtue of the City Charter and the Constitution and laws of the State of California; (b) The City Council Resolution was duly adopted at meeting of the City Council, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and has not been amended from the date of its respective adoption;
(c) Except as disclosed in the Official Statement, to my knowledge, after due investigation (which only involved conversations with the City Clerk), there is no action, suit, proceeding or investigation at law or in equity, before or by any court, public board or body pending, which has been served on the City, or threatened against or affecting the City to restrain or enjoin the City’s participation in, or in any way contesting the existence of the City or the powers of the City with respect to the transactions contemplated by the City Council Resolution, the Bond Documents and the Official Statement and the consummation of such transactions;
(d) Except as disclosed in the Official Statement, there does not exist any action, suit, proceeding or investigation pending, or to my knowledge after due investigation (which only involved conversations with the City Clerk) threatened, which if adversely determined, could (i) materially adversely affect (A) the financial position of the Enterprise; (B) the ability of the City to perform its obligations under the Bond Documents; (C) the security of the Bonds; or (D) the transactions contemplated by the City Council Resolution, the Bond Documents and the Official Statement; or (ii) materially impair the ability of the City to maintain and operate the Long Beach Airport and all related facilities;
A-3
4880-1819-2413.2
(e) To my knowledge, the adoption of the City Council Resolution, the execution and delivery of the Bonds, the Bond Documents and the Official Statement and compliance with the terms thereof, under the circumstances contemplated thereby, do not and will not conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or by which they are bound or any court order or consent decree to which the City is subject;
(f) The Bonds have been duly issued, authorized, executed and delivered by the City;
(g) The Bond Documents and the Official Statement have been duly authorized, executed and delivered by the City; and
(h) To my knowledge, no authorization, approval, consent or other order of the State of California or any other governmental authority or agency within the State of California having jurisdiction over the City is required for the valid adoption of the City Council Resolution, or the valid authorization, execution and delivery by the City of the Bonds, the Bond Documents or the Official Statement.

Based upon, in reliance upon and subject to, as applicable, (i) the information made available to me in the course of my participation in the preparation of the Official Statement, (ii) the Reviewed Materials and (iii) the assumptions, qualifications and limitations contained in this letter, I advise the City and the Underwriters, as a matter of fact and not opinion, that no information came to my attention that caused me to believe that the information contained under the caption “LITIGATION” in the Official Statement, as of its date contained, or as of the date of this letter contains, any untrue statement of a material fact or, as of its date omitted, or as of the date of this letter omits, to state any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

This letter is limited to the specific views and conclusions expressed herein, and no further opinions, views and conclusions are intended to be, or should be, inferred therefrom. By acceptance of this letter the City and the Underwriters acknowledge that any view or conclusion stated in the preceding paragraph constitutes neither a legal opinion nor a guarantee regarding the Official Statement. Instead, any such views and conclusions constitute a statement of negative assurance regarding my view and conclusion as to any material misstatements or omissions in the Official Statement based on the limited activities discussed above performed by me. Further, in accepting this letter the City and the Underwriters recognize and acknowledge that (i) the scope of those activities performed by me were inherently limited and do not encompass all activities that the City or an Underwriter, as the case may be, may be responsible to undertake in preparing and/or reviewing the Official Statement, (ii) those activities performed by me relied substantially on representations, warranties, certifications and opinions made by the City and the Underwriters and are otherwise subject to the matters set forth in this letter and (iii) while such statements of negative assurance are customarily given to underwriters of municipal bonds to assist them in discharging their responsibilities under federal securities laws, the responsibilities of the City under those laws may differ from those of underwriters in material respects, and my views and conclusions may not serve the same purpose or provide the same utility as it would to underwriters. I advise the City and the Underwriters that, other than reviewing the various certificates and opinions regarding the Official Statement delivered in connection with the issuance of the Bonds, I have not taken any steps since the date of the Official Statement to verify the accuracy of the statements contained in the Official A-4
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Statement as of the date hereof. My conclusion in the preceding paragraph is limited to matters of federal securities laws and I assume no responsibility with respect to the applicability or effect of the laws of any other jurisdiction.

I am a member of the Bar of the State of California. Accordingly, my opinions, views and conclusions are only rendered in respect of the laws of the State of California and to the extent that my opinions, views and conclusions extend to any document which purports to be governed by the laws of any jurisdiction other than the laws of the State of California, my opinion, views and conclusions assume that the laws of any such other jurisdiction are identical to the laws of the State of California.

The opinions, views and conclusions given herein are given in an official capacity and not personally and no personal liability shall derive therefrom.

I have no attorney-client relationship with the Underwriters with respect to this matter. This letter is not intended to be, and may not be, relied upon by the owners of the Bonds. I am rendering this letter to you solely for your benefit upon the understanding that, as I have advised you and as you have agreed, I am not hereby assuming any professional responsibility to any other person whatsoever.

This letter may not be used or relied upon by or published or communicated to any other party for any purpose whatsoever without my prior written approval in each instance; except that copies of this letter may be used, published or communicated to (collectively, “published”) to (a) any accountant or lawyer for any person entitled to rely upon this letter or to whom it may be published or (b) pursuant to the order of any court or regulator of any person entitled to rely upon this letter or to whom it may be published.

Very truly yours,
J. CHARLES PARKIN, City Attorney
By:_________________________________
Deputy City Attorney
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EXHIBIT B
[LETTERHEAD OF STRADLING YOCCA CARLSON & RAUTH LLP]
[To be updated by Stradling]
_______, 2022
City of Long Beach, California
Long Beach, California
Morgan Stanley & Co. LLC, as Representative of the Underwriters Los Angeles, California
Ladies and Gentlemen:

We have acted as Disclosure Counsel to the City of Long Beach (the “Issuer”) in connection with the issuance and sale by the Issuer of $[ ] aggregate principal amount of the City of Long Beach, California Senior Airport Revenue Refunding Bonds, Series 2022A (the “Series 2022A Bonds”), $[ ] aggregate principal amount of the City of Long Beach, California Senior Airport Revenue Refunding Bonds Series 2022B (Private Activity/Non-AMT) (the “Series 2022B Bonds”) and $[ ] aggregate principal amount of the City of Long Beach, California Senior Airport Revenue Bonds Series 2022C (Private Activity/AMT) (the “Series 2022C Bonds”, and together with the Series 2022A Bonds and the Series 2022B Bonds, the “Bonds”). The Bonds are being sold pursuant to the Bond Purchase Agreement, dated [ ], 2022 (the “Purchase Agreement”), between the Issuer and Morgan Stanley & Co. LLC (the “Representative”), on behalf of itself, RBC Capital Markets, LLC and Cabrera Capital Markets, LLC (collectively, the “Underwriters”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Official Statement (defined below).

In rendering the advice contained herein we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of (i) the Preliminary Official Statement relating to the Bonds, dated [ ], 2022 (the Preliminary Official Statement”) and the Official Statement relating to the Bonds, dated [ ], 2022 (the “Official Statement”); (ii) the documents, letters, certificates, and opinions delivered pursuant to the provisions of the Purchase Agreement and otherwise provided on the date hereof; and (iii) such other documents, instruments or records, and have made such investigation of law, as we have considered necessary or appropriate for the purpose of this opinion.

We have assumed, but not independently verified, that the signatures on all documents, letters, opinions and certificates which we have examined are genuine, that all documents submitted to us are authentic and were duly and properly executed by the parties thereto and that all opinions and representations made in the documents that we have reviewed are true and correct. Our services did not include financial or other non- legal advice. Also, we have relied upon a report prepared by a third party provider regarding the Issuer’s compliance with its continuing disclosure undertakings.

We are not passing upon and have not undertaken to determine independently or to verify the accuracy or completeness of the statements contained in the Preliminary Official Statement or the Official Statement and are, therefore, unable to make any representation to you in that regard. Based B-2
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on our participation in conferences with representatives of the Issuer, the City Attorney, Frasca & Associates, L.L.C., as Municipal Advisor, Kutak Rock LLP, as Bond Counsel, the Underwriters, counsel to the Underwriters, and others, during which conferences the content of the Preliminary Official Statement and the Official Statement and related matters were discussed, and, in reliance thereon and on certain documents reviewed by us and on the documents, letters, certificates and opinions described above and our understanding of applicable law, we advise you as a matter of fact, but not opinion, that (i) no information has come to the attention of the attorneys in the firm representing the Issuer which caused us to believe that the Preliminary Official Statement (excluding therefrom any financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, the information in Appendix A, B, D, and E to the Preliminary Official Statement, any information about book-entry or DTC, included therein, or information permitted to be omitted from the Preliminary Official Statement pursuant to Securities and Exchange Commission Rule 15c2-12, as to all of which no opinion is expressed) as of [ ], 2022 contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) no information has come to the attention of the attorneys in the firm representing the Issuer which caused us to believe that the Official Statement (excluding therefrom any financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, the information in Appendix A, B, D, and E to the Official Statement, or any information about book-entry or DTC, included therein, as to all of which no opinion is expressed) as of its date contained, or as of the date hereof contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. We advise you that, other than reviewing the various certificates and opinions regarding the Preliminary Official Statement and the Official Statement delivered in connection with the issuance of the Bonds, we have not taken any steps since the date of the Official Statement to verify the accuracy of the statements contained in the Preliminary Official Statement as of [ ], 2022 or the Official Statement as of the date hereof.

By acceptance of this letter you acknowledge that the preceding paragraph is neither a legal opinion nor a guarantee regarding the Preliminary Official Statement or the Official Statement; rather it is a statement of negative assurance regarding factual information that did not come to the attention of attorneys in our firm working on this matter during the limited activities we performed as Disclosure Counsel. Further, in accepting this letter the Issuer recognizes and acknowledges that (i) the scope of those activities performed by us were inherently limited and do not encompass all activities that the Issuer may be responsible to undertake in preparing the Preliminary Official Statement and the Official Statement, (ii) those activities performed by us relied substantially on representations, warranties certifications and opinions made by representatives of the Issuer and others, and are otherwise subject to the matters set forth in this letter, and (iii) while such statements of negative assurance are customarily given to underwriters of municipal bonds to assist them in discharging their responsibilities under federal securities laws, the responsibilities of the Issuer under those laws may differ from those of underwriters in material respects, and the preceding paragraph may not serve the same purpose or provide the same utility to the Issuer as it would to underwriters.

We call attention to the fact that the foregoing conclusions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or events are taken (or not taken) or occur (or do not occur), and we expressly disclaim any responsibility to advise you as to events occurring after the date hereof with respect to the Bonds or other matters discussed in the Official Statement.

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This letter is furnished by us as Disclosure Counsel to the Issuer. No attorney-client relationship has existed or exists between our firm and the Underwriters in connection with the Bonds or by virtue of this letter. This letter is delivered to you as Representative of the Underwriters, is solely for the benefit of the Underwriters as the underwriters of the Bonds and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. We express no opinion herein with respect to the validity of the Bonds or the tax treatment of the interest with respect thereto or the compliance with, or applicability of, any “blue sky” laws of any state as they relate to the offer or sale of the Bonds. This letter is not intended to be relied upon by holders of the Bonds. Our engagement with respect to the Bonds terminates as of the date hereof.

Respectfully submitted,
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EXHIBIT C

ISSUE PRICE CERTIFICATE
(Representative)
$[ ]
City of Long Beach, California
Senior Airport Revenue
Refunding Bonds
Series 2022A
(Governmental/Non-AMT)
$[ ]
City f Long Beach, California
Senior Airport Revenue
Refunding Bonds
Series 2022B
(Private Activity/Non-AMT)
$[ ]
City Of Long Beach, California
Senior Airport Revenue Bonds
Series 2022C
(Private Activity/AMT)
The undersigned Morgan Stanley & Co. LLC (the “Representative”), on behalf of itself, RBC Capital Markets, LLC and Cabrera Capital Markets, LLC (collectively, the “Underwriting Group”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).

1. Sale of the 10% Test Maturities . As of the date of this certificate, for each Maturity of the Bonds listed as a “10% Test Maturity” in Schedule A attached hereto, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A attached hereto.
[2. Initial Offering Price of the Hold-the-Price Maturities. (a) The Underwriting Group offered the “Hold-the-Price Maturities” (as listed in Schedule A attached hereto) to the Public for purchase at the respective initial offering prices listed in Schedule A attached hereto (the “Initial Offering Prices”) on or before the Sale Date.
(b) With respect to the Hold-the-Price Maturities, as agreed to in writing by the Representative in the Bond Purchase Agreement, dated [ ], 2022, between the Representative and the Issuer, the Representative has not offered or sold unsold Bonds of any of the Hold-the-Price Maturities to any person at a price that is higher than or a yield lower than the respective Initial Offering Prices for such Maturities of the Bonds during the Holding Period.]

3. Pricing Wire or Equivalent Communication. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.

4. Defined Terms.
(a) 10% Test Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “10% Test Maturities.”
(b) Hold-the-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Price Maturities.”
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(c) Holding Period means, with respect to a Hold-the-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which at least 10% of such Hold-the-Price Maturity was sold to the Public at prices that are no higher than or yields that are no lower than the Initial Offering Price for such Hold-the-Price Maturity.
(d) Issuer means the City of Long Beach, California.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
(g) Related Party . A purchaser of any Bonds is a “Related Party” to an Underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other).
(h) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [ ], 2022. (i) Tax Compliance Certificate means the Tax Compliance Certificate, dated ________, 2022, executed and delivered by the Issuer in connection with the issuance of the Bonds.
(j) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Kutak Rock LLP, as Bond Counsel to the Issuer, in connection with rendering its opinion that the interest on the Bonds is excluded C-3
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from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. The certifications contained herein are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein.

MORGAN STANLEY & CO. LLC, as Representative
of the Underwriting Group
By
Authorized Representative
Dated: _________, 2022
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SCHEDULE A

SALE PRICES OF THE BONDS
$[ ]

CITY OF LONG BEACH, CALIFORNIA

SENIOR AIRPORT REVENUE REFUNDING BONDS
SERIES 2022A
(GOVERNMENTAL/NON-AMT)
Maturity Date
(June 1)
Principal
Amount
Interest
Rate Yield Price
$ % %
†10% Test Maturities.
$[ ]

CITY OF LONG BEACH, CALIFORNIA

SENIOR AIRPORT REVENUE REFUNDING BONDS
SERIES 2022B (PRIVATE ACTIVITY/NON-AMT)
Maturity Date
(June 1)
Principal
Amount
Interest
Rate Yield Price
$ % %
†10% Test Maturities.
$[ ]

CITY OF LONG BEACH, CALIFORNIA

SENIOR AIRPORT REVENUE BONDS
SERIES 2022C (PRIVATE ACTIVITY/AMT)
Maturity Date
(June 1)
Principal
Amount
Interest
Rate Yield Price
$ % %
†10% Test Maturities.

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SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)