DR AFT
4939-0184-6713.1
FI
RST SUPPLEMENTAL SENIOR TRUST INDENTURE
by a
nd between
B
OARD OF PUBLIC UTILITIES COMMISSIONERS
OF THE CITY OF LONG BEACH
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
R
elating to
$60,000,000
City of Long Beach, California
Senior Gas Revenue Short-Term Obligations
([Wells Fargo Bank, National Association] Revolving Credit Agreement) D
ated as of [CLOSING DATE], 2026
ATTACHMENT C
TABLE OF CONTENTS
Page
4939-0184-6713.1
ARTICLE I
DEFINITIONS; INTERPRETATIONS
Section 1.01. Definitions........................................................................................................ 2 Section 1.02. Article and Section References ........................................................................ 4 Section 1.03. Content of Certificates and Opinions ............................................................... 4
ARTICLE II
THE SHORT-TERM OBLIGATIONS; NOTE
Section 2.01. Authorized Amount of a Short- Term Obligations; Terms and Description of Short-Term Obligations ........................................................... 5 Section 2.02. Payment of Principal of and Interest on Short-Term Obligations and Other Obligations ............................................................................................. 6 Section 2.03. Use of Loan Proceeds ...................................................................................... 6
ARTICLE III
APPLICATION OF SHORT-TERM OBLIGATION PROCEEDS
Section 3.01. Creation of Debt Service Fund ........................................................................ 7 Section 3.02. Creation of Short- Term Obligation Construction Fund ................................... 7 Section 3.03. Deposit of Proceeds of Short- Term Obligations .............................................. 7 Section 3.04. Application of Moneys in the Short-Term Obligation Construction Fund ................................................................................................................. 7 Section 3.05. Deposits Into the Short-Term Obligation Debt Service Fund; Use of the Short-Term Obligation Debt Service Fund ................................................ 8 Section 3.06. Investment of Moneys in Funds and Accounts ................................................ 9
ARTICLE IV
PLEDGE AND PAYMENT ........................................................................................................ 10
ARTICLE V
TAX COVENANTS
Section 5.01. Short-Term Obligation Rebate Fund ............................................................. 10 Section 5.02. Preservation of Tax Exemption ..................................................................... 11
ARTICLE VI
MISCELLANEOUS
Section 6.01. Additional Event of Default and Remedy ...................................................... 13 Section 6.02. Modification of the Master Senior Indenture and this First Supplemental Senior Indenture ...................................................................... 13 Section 6.03. Obligations Afforded Status of Bonds ........................................................... 13
ATTACHMENT C
ii
4939-0184-6713.1
Section 6.04. Notices ........................................................................................................... 13 Section 6.05. Parties Interested Herein ................................................................................ 14 Section 6.06. Severability .................................................................................................... 14 Section 6.07. Governing Law .............................................................................................. 14 Section 6.08. Captions ......................................................................................................... 14 Section 6.09. Counterparts ................................................................................................... 14
EXHIBIT A FORM OF SHORT-TERM OBLIGATION CONSTRUCTION FUND
REQUISITION
ATTACHMENT C
4939-0184-6713.1
FIRST SUPPLEMENTAL SENIOR TRUST INDENTURE
THIS FIRST SUPPLEMENTAL SENIOR TRUST INDENTURE (this “ First Supplemental Senior Indenture”), dated as of [CLOSING DATE], 2026, is made by and between the BOARD OF PUBLIC UTILITIES COMMISSIONERS OF THE CITY OF LONG BEACH, a commission existing under the charter of the City of Long Beach (the “Board”), acting on its own behalf and on behalf of the City of Long Beach, a charter city and municipal corporation organized and existing under the Constitution of the State of California (the “ City”), and U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee ”), and supplements that certain Master Senior Trust Indenture, dated as of [CLOSING DATE], 2026 (the “Master Senior Indenture”), by and between the Board, acting on its own behalf and on behalf of the City, and the Trustee.
WHEREAS, the Master Senior Indenture provides, in Section 2.09 thereof, for the issuance of Bonds (as defined in the Master Senior Indenture) and, in Section 10.02 thereof, for the execution and delivery of Supplemental Indentures (as defined in the Master Senior Indenture) setting forth the terms of such Bonds; and
WHEREAS, the Board, on its own behalf and on behalf of the City, desires to implement a short-term borrowing program for the Enterprise (as defined in the Master Senior Indenture) pursuant to the provisions of the Master Senior Indenture; and WHEREAS, the Board, on its own behalf and on behalf of the City, now, for the purpose of providing money to finance and re finance certain capital improvements to the Enterprise and for other financing needs of the Enterprise ( including, but not limited to, the refunding and restructuring of existing indebtedness of the Enterprise ), by execution and delivery of this First Supplemental Senior Indenture and in compliance with the provisions of the Master Senior Indenture, sets forth the terms of its City of Long Beach, California Senior Gas Revenue Short- Term Obligations (the “Short-Term Obligations”), in an aggregate authorized principal amount of not to exceed $60,000,000 at any time outstanding, provides for the deposit and use of the proceeds of the Short- Term Obligations and makes other provisions relating to the Short- Term Obligations.
WHEREAS, the Short- Term Obligations are being issued as Bonds as provided for in Section 2.09 of the Master Senior Indenture.
GRANTING CLAUSE
In order to secure the payment of the Short- Term Obligations, the Board hereby pledges, assigns and grants to the holders of the Short-Term Obligations all of the liens, rights, interests and privileges set forth in the Granting Clause of, and elsewhere, in the Master Senior Indenture.
Additionally, in order to secure the payment of the Loans, the Note and the other Obligations (each as hereinafter defined), the Board hereby pledges, assigns and grants to the Bank (as hereinafter defined) all of the liens, rights, interests and privileges set forth in the Granting Clause of, and elsewhere, in the Master Senior Indenture.
ATTACHMENT C
4939-0184-6713.1 2
ARTICLE I
DEFINITIONS; INTERPRETATIONS
Section 1.01. Definitions. The following definitions shall apply to terms used in this First Supplemental Senior Indenture unless the context clearly requires otherwise. Capitalized terms not otherwise defined in this Section 1.01 or elsewhere in this First Supplemental Senior Indenture shall have the same meanings as set forth in the Master Senior Indenture. “Account” means an account established within a fund related to a Loan. “Authorized Amount” means the aggregate principal amount of $60,000,000. “Available Commitment” has the meaning given to such term in the Credit Agreement. “Bank” means [Wells Fargo Bank, National Association], and any successors thereto. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday on which banking institutions in New York, New York or the State are authorized by law to close, (b) a day on which the New York Stock Exchange or the Federal Reserve Bank is closed or (c) a day on which either (i) the principal office of the Bank is closed or (ii) the office of the Bank in which it advances Loans under the Credit Agreement is closed.
“Certificate,” “Statement ,” “Request ,” “Requisition ” and “Order ” of the Board means, respectively, a written certificate, statement, request, requisition or order signed by an Authorized Board Representative or a Designated Representative. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. If and to the extent required by Section 1.03 hereof, each such instrument shall include the statements provided for in Section 1.03 hereof. “Code” means , collectively, the Internal Revenue Code of 1986 as amended, and the United States Treasury Regulations applicable with respect thereto. “Commitment Termination Date” has the meaning given to such term in the Credit Agreement.
“Credit Agreement” means the Credit Agreement, dated as of [CLOSING DATE], 2026 , by and between the Board, acting on its own behalf and on behalf of the City, and the Bank, and any and all modifications, alterations, amendments and supplements thereto. “Credit Agreement Event of Default ” means an y event or circumstance specified in Section [7.01] of the Credit Agreement.
“Default” has the meaning given to such term in the Credit Agreement. “Designated Representative ” means those individuals appointed as Designated Representatives under the Resolution and any other resolution of the Board to complete and deliver
ATTACHMENT C
4939-0184-6713.1 3
a Loan Notice and to perform other duties set forth in the Credit Agreement and this First Supplemental Senior Indenture.
“Effective Date” means [CLOSING DATE], 2026.
“Fee Letter” has the meaning given to such term in the Credit Agreement. “First Supplemental Senior Indenture ” means this First Supplemental Senior Trust Indenture, dated as of [CLOSING DATE], 2026 , by and between the Board, acting on its own behalf and on behalf of the City, and the Trustee and which sets forth the terms of the Short-Term Obligations.
“Loan” has the meaning given to such term in the Credit Agreement. “Loan Notice” has the meaning given to such term in the Credit Agreement. “Master Senior Indenture ” means the Master Senior Trust Indenture, dated as of [CLOSING DATE], 2026 , by and between by and between the Board, acting on its own behalf and on behalf of the City, and the Trustee , [as amended and supplemented from time to time,] under which the Short-Term Obligations are authorized and secured. “Note” has the meaning given to such term in the Credit Agreement. The Note constitutes a Bond under the Master Senior Indenture.
“Obligations” has the meaning given to such term in the Credit Agreement. “Opinion of Bond Counsel” means a written opinion of Bond Counsel. “Project” means any undertaking, facility or item which is described in a Certificate provided by the Board at the time of delivery of a Loan Notice and which is acquired, constructed, reconstructed, improved, expanded or otherwise financed or refinanced with proceeds of a Loan. “Resolution” means, collectively (a) Resolution No. UT -[•] adopted by the Board on August [ •], 2026, and (b) Resolution No. RES -26-[•] adopted by City Council on August [ •], 2026.
“Short-Term Obligation Construction Fund” means the Construction Fund of such designation established pursuant to Section 3.02 hereof and into which money is to the deposited to pay Costs of a Project and/or for such other purposes as allowed by the Master Senior Indenture (including, but not limited to, the refunding and restructuring of existing and future indebtedness of the Enterprise).
“Short-Term Obligation Debt Service Fund” means the Debt Service Fund of such designation established pursuant to Section 3.01 hereof and into which money is to be deposited to pay debt service on the Short-Term Obligations.
“Short-Term Obligation Rebate Fund” means the fund of such designation established in Section 5.01 hereof.
ATTACHMENT C
4939-0184-6713.1 4
“Short-Term Obligations” means each Loan and the Note.
“Tax Certificate ” means , collectively, the Tax Compliance Certificate , executed and delivered by the Board, acting on its own behalf and on behalf of the City, on or prior to the date of issuance of the initial Short- Term Obligations , and any amendments, modifications, reaffirmations or renewals thereof or any new certificate or agreement of the Board, acting on its own behalf and on behalf of the City, relating to such matters.
Section 1.02. Article and Section References. Except as otherwise indicated, references to Articles and Sections are to Articles and Sections of this First Supplemental Senior Indenture.
Section 1.03. Content of Certificates and Opinions . Every certificate or opinion provided for in this First Supplemental Senior Indenture with respect to compliance with any provision hereof or thereof shall include (a) a statement that the person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (c) a statement (i) that, in the opinion of such person, he or she has made or caused to be made such examination or investigation as is necessary to enable him or her to express an informed opinion with respect to the subject matter or (ii) that he or she had made or caused to be made his or her examination or investigation with respect to the subject matter in accordance with specified professional standards; and (d) a statement as to whether, in the opinion of such person, such provision has been complied with.
Any such certificate or opinion made or given by an officer of the Board, the City or the Enterprise may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel, an accountant or an independent consultant, unless such officer or staff member knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel, an accountant or an independent consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Board) upon a certificate or opinion of or representation by an officer of the Board, the City or the Enterprise, unless such counsel, accountant or independent consultant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same officer of the Board, the City or the Enterprise, or the same counsel or accountant or independent consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this First Supplemental Senior Indenture , but different officers, staff members, counsel, accountants or independent consultants may certify to different matters, respectively.
ATTACHMENT C
4939-0184-6713.1 5
ARTICLE II
THE SHORT-TERM OBLIGATIONS; NOTE
Section 2.01. Authorized Amount of a Short-Term Obligations ; Terms and Description of Short-Term Obligations.
(a) No Short-Term Obligations may be issued under the provisions of this First Supplemental Senior Indenture except in accordance with this Article and the Credit Agreement.
(b) The Board, acting on its own behalf and on behalf of the City, hereby authorizes the issuance and/or incurrence of its “City of Long Beach, California Senior Gas Revenue Short-Term Obligations” in the form of Short- Term Obligations (Loans and the Note), subject to the provisions of the Credit Agreement, this Section 2.01 and as hereinafter provided. The Short- Term Obligations shall be issued and/or incurred, from time to time, as provided herein to finance the Costs of a Project or such other purposes as allowed by the Master Senior Indenture . Such authorization specifically includes the authorization to issue and/or incur Short-Term Obligations for such purposes and to repay such obligations on or prior to the Commitment Termination Date, and thereafter, prior to the Commitment Termination Date, issue new Short-Term Obligations provided that at no time may the aggregate principal amount of Short- Term Obligations exceed the lesser of the Authorized Amount or the Available Commitment . The Available Commitment may be modified in accordance with the terms of the Credit Agreement, provided, however, that in no event shall the Available Commitment exceed the Authorized Amount. (c) Prior to the issuance and/or incurrence of a Loan a properly presented and conforming Loan Notice shall be delivered to the Bank by a Designated Representative and all conditions precedent set forth in Section [4.02] of the Credit Agreement shall be satisfied. Short-Term Obligations shall be issued and/or incurred in accordance with the terms of the Credit Agreement. Short- Term Obligations shall bear interest from their respective dates of issuance and/or incurrence in the amount and in the manner determined under the Credit Agreement and shall be payable on the dates set forth in the Credit Agreement.
(d) The Short-Term Obligations shall be issued and/or incurred at a price not less than 100% of the principal amount thereof.
(e) The Short-Term Obligations shall be subject to optional and mandatory prepayment prior to Commitment Termination Date in accordance with the terms of the Credit Agreement.
(f) No Short-Term Obligations may be issued and/or incurred under this First Supplemental Senior Indenture and the Credit Agreement if a Default and/or Credit Agreement Event of Default has occurred and is continuing. (g) On the Effective Date, the Board, acting on its own behalf and on behalf of the City, will issue the Note in order to evidence the obligation of the Board to repay the
ATTACHMENT C
4939-0184-6713.1 6
Bank for any Loans under the Credit Agreement, together with interest thereon from time to time at the rates and times established in accordance with the Credit Agreement.
Principal on each Loan as reflected in the Note shall be payable on the Commitment Termination Date.
(h) The Short-Term Obligations and the other Obligations shall constitute Bonds within the meaning of the Master Senior Indenture.
Section 2.02. Payment of Principal of and Interest on Short -Term Obligations and Other Obligations.
(a) The Board , as provided in Section 5.01 of the Master Senior Indenture, covenants and agrees that it will duly and punctually pay or cause to be paid from the Net Revenues and to the extent thereof the principal of and interest on every Short- Term Obligation. The Board will make all payments of principal and interest directly to the Trustee in immediately available funds no later than five (5) Business Days preceding the date payment of principal of and/or interest on any Short-Term Obligation is due. At the time the Board makes payments of principal a nd interest to the Trustee, the Board shall provide written notice (which can be in the form of an invoice received from the Bank) to the Trustee of the amount of the principal of and interest due on the Short-Term Obligations on the applicable payment date. The principal of and the interest on the Short- Term Obligations shall be paid in federal or other immediately available funds in such coin or currency of the United States of America as, at the respective times of payment, is legal tender for the payment of public and private debts. Notwithstanding anything herein or in the Master Senior Indenture to the contrary, no presentation or surrender of the Note or any Short-Term Obligation shall be required for any payment of principal of or interest on any Short-Term Obligation.
(b) In addition to the principal of and interest on the Short -Term Obligations, the Board covenants and agrees that it will duly and punctually pay or cause to be paid from the Net Revenues and to the extent thereof the other Obligations. The Board shall make or cause to be made payment of all other Obligations in the amounts, at the times and in accordance with such other conditions all as set forth in the Credit Agreement and the Fee Letter.
Section 2.03. Use of Loan Proceeds. Proceeds of each Loan shall be used to pay Costs of a Project and for such other purposes as allowed by the Master Senior Indenture (including, but not limited to, the refunding and restructuring of existing and future indebtedness of the Enterprise).
On or prior to each Borrowing, the Board shall have obtained an Opinion of Bond Counsel, addressed to the Board , the Trustee and the Bank, to the effect that the interest on such related Loan is excluded from gross income for federal income tax purposes and is exempt from present State of California personal income taxes.
ATTACHMENT C
4939-0184-6713.1 7
ARTICLE III
APPLICATION OF SHORT-TERM OBLIGATION PROCEEDS
Section 3.01. Creation of Debt Service Fund . The Board hereby establishes the “City of Long Beach, California Senior Gas Revenue Short-Term Obligation Debt Service Fund” (the “Short-Term Obligation Debt Service Fund ”) and therein an Interest Account, a Principal Account and a Redemption Account, to be held by the Trustee. The Short-Term Obligation Debt Service Fund and each of the Accounts held therein shall be maintained by the Trustee in trust for the benefit of the Bank.
Section 3.02. Creation of Short -Term Obligation Construction Fund. The Board hereby establishes the “City of Long Beach, California Senior Gas Revenue Short -Term Obligation Construction Fund” (the “Short-Term Obligation Construction Fund”). The Trustee shall establish within the Short-Term Obligation Construction Fund a separate A ccount for each Loan to the extent proceeds of such Loan are to be deposited in the Short- Term Obligation Construction Fund.
Section 3.03. Deposit of Proceeds of Short -Term Obligations . Except as otherwise provided in the following sentence, upon receipt from the Bank, the Board shall transfer or cause to be transferred the proceeds from each Loan to the Trustee immediately upon receipt thereof.
The proceeds from each Loan shall be applied by (a) the Trustee, at the direction of an Authorized Board Representative, for deposit into the appropriate Account of the Short-Term Obligation Construction Fund, and expended therefor in accordance with the provisions of Section 3.04 hereof, and/or (b) the Board for such other purposes as allowed by the Master Senior Indenture.
Section 3.04. Application of Moneys in the Short -Term Obligation Construction Fund.
(a) Except as provided in this Section 3.04, moneys deposited in the Short- Term Obligation Construction Fund shall be withdrawn from time to time as directed in writing by an Authorized Board Representative solely to pay the Costs of a Project and for such other purposes as allowed by the Master Senior Indenture. (b) The Trustee shall make payments or disbursements from the Accounts within the Short-Term Obligation Construction Fund upon receipt of a written requisition executed by an Authorized Board Representative , in substantially the form attached as Exhibit A hereto, which requisition shall state, with respect to each amount requested thereby, (i) the Account from which such payment is to be made, (ii) the number of the requisition from such Account, (iii) the amount to be paid, the name of the entity to which the payment is to be made and the manner in which the payment is to be made, which may be the Board and the case of reimbursement for costs theretofore paid by the Board, (iv) the identity of the Project to which such payment corresponds, and (v) that the amounts requisitioned will be expended only in accordance with and subject to the limitations set forth in the Tax Certificate. Each such requisition shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of the facts stated therein.
ATTACHMENT C
4939-0184-6713.1 8
(c) Moneys held in the Short- Term Obligation Construction Fund shall be invested and reinvested as directed by an Authorized Board Representative in Permitted Investments. Earnings on the Short-Term Obligation Construction Fund shall be retained in the Short-Term Obligation Construction Fund.
(d) The completion of a Project shall be evidenced by the filing with the Trustee of a certificate of an Authorized Board Representative stating either (i) the date of completion of the applicable Project and the amount, if any, required in the opinion of such Authorized Board Representative for the payment of any remaining part of the Costs of such Project or (ii) that all amounts in the applicable Account of the Short-Term Obligation Construction Fund have been disbursed or expenses in respect thereof have been incurred.
Any amount remaining in the applicable Account of the Short- Term Obligation Construction Fund following the delivery of such certificate, or upon the determination of the Board not to proceed with the applicable Project, may, at the determination of the Board, be applied upon written requisition of an Authorized Board Representative to any other lawful purpose designated in such requisition and for which purpose such proceeds may be used under the M aster Senior Indenture. As a condition to the disbursement of funds from an Account of the Short-Term Obligation Construction Fund for a purpose other than those described in Section 3.04(a) hereof, there shall be delivered to the Trustee and the Bank with the requisition an opinion of Bond Counsel that the purpose for which such funds are to be used is a lawful purpose for which such proceeds may be used under the Master Senior Indenture and that such use shall not result in the inclusion of interest on any Short-Term Obligations in gross income of the recipient thereof for federal income tax purposes.
Section 3.05. Deposits Into the Short-Term Obligation Debt Service Fund; Use of the Short-Term Obligation Debt Service Fund.
(a) Interest Accoun t. The Trustee shall deposit into the Interest Account amounts received from the Board pursuant to Section 4.03 of the Master Senior Indenture to be used to pay interest on the Short -Term Obligations as and when due. The Trustee shall also deposit into the Interest Account any other amounts deposited with the Trustee for deposit in the Interest Account or transferred from other funds and accounts for deposit therein. All amounts held at any time in the Interest Acc ount shall be held on a priority basis for the ratable security and payment of interest due on the Short-Term Obligations in accordance with their terms. Earnings on the Interest Account shall be retained in such Account.
(b) Principal Account. The Trustee shall deposit into the Principal Account amounts received from the Board pursuant to Section 4.03 of the Master Senior Indenture to be used to pay principal of the Short- Term Obligations as and when due. The Trustee shall also deposit into the Principal Account any other amounts deposited with the Trustee for deposit into the Principal Account or transferred from other funds and accounts for deposit therein. Earnings on the Principal Account shall be retained in such Account. (c) Redemption Account . The Trustee shall deposit into the Redemption Account amounts received from the Board as provided in the Master Senior Indenture to
ATTACHMENT C
4939-0184-6713.1 9
be used to pay the redemption and/or prepayment price of Short-Term Obligations being redeemed and/or prepaid as and when due. The Trustee shall also deposit into the Redemption Account any other amounts deposited with the Trustee for deposit into the Redemption Account or transferred from other funds and accounts for deposit therein.
Earnings on the Redemption Account shall be with drawn and paid to the Board on the Business Day following a redemption and/or prepayment date for deposit into the Gas Revenue Fund unless a Default or an Event of Default exists under the Master Senior Indenture, in which event the earnings shall be retained in such Account for the payment of Short-Term Obligations.
The Short-Term Obligation Debt Service Fund shall be invested and reinvested as directed by the Board in Permitted Investments.
Section 3.06. Investment of Moneys in Funds and Accounts. All moneys in any of the funds and accounts held by the Trustee and established pursuant to this First Supplemental Senior Indenture shall be invested at the written direction of the Board solely in Permitted Investments maturing or available not later than the date on which it is estimated that such moneys will be required.
Unless an Authorized Board Representative directs such investment earnings to be deposited directly into the Short-Term Obligation Rebate Fund or as otherwise provided in the Tax Certificate, all interest, profits and other income received from the investment of moneys in any fund or account shall remain in and be credited to such fund or account. In addition, an amount of interest received with respect to any Permitted Investment equal to the amount of accrued interest, if any, paid as part of the purchase price of such Permitted Investment shall be credited to the fund or account from which such accrued interest was paid.
The Trustee may, subject to the terms of the Tax Certificate, commingle any of the moneys on deposit in any of the funds or accounts established pursuant to this First Supplemental Senior Indenture into a separate fund or funds for investment purposes only, provided that all funds and accounts held by the Trustee hereunder shall be accounted for separately as required by this First Supplemental Senior Indenture . The Trustee may sell at a fair market price, or present for redemption, any Permitted Investment so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Permitted Investment is credited.
The Trustee shall keep or cause to be kept proper books of record and accounts containing complete and correct entries of all transactions made by each, respectively, relating to the receipt, investment, disbursement, allocation and application of the mone ys related to the Short- Term Obligations, including moneys derived from, pledged to, or to be used to make payments on the Short-Term Obligations. Such records shall specify the fund or account to which each investment (or portion thereof) is to be allocated and shall set forth, in the case of each Permitted Investment, (a) its purchase price, (b) identifying information, including par amount, coupon rate and payment dates, (c) the amount received at maturity or its sale price, as the case may be, including accrued interest, (d) the amounts and dates of any payments made with respect thereto, and (e) the dates of acquisition of disposition or maturity.
ATTACHMENT C
4939-0184-6713.1 10
The Board acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Board the right to receive brokerage confirmations of security transactions as they occur, the Board specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Board periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Board may receive brokerage confirmations at no additional cost at its written request.
ARTICLE IV
PLEDGE AND PAYMENT
The Short-Term Obligations, the Note and the other Obligations are Bonds and, as such, are special limited obligations of the Board secured by a pledge of and shall be a lien upon and shall be payable solely from the funds, assets and security described hereunder and under the Master Senior Indenture.
The Board hereby pledges, places a lien upon and assigns Net Revenues to secure the payment of the principal of and interest on the Short-Term Obligations and the Note and the payment of any other Obligations in accordance with their terms. The Net Revenue s constitute a trust fund for the security and payment of the principal of and interest on the Short- Term Obligations and the Note, the other Obligations and all other Bonds, and the Bank as holder of the Short-Term Obligations and the payee of the Obligations and the holders from time to time of the other Bonds of the Board and any other future parity Bonds shall share pari passu without priority or distinction of one over the other in the Net Revenues.
To provide additional security for the payment of the principal of and interest on the Short- Term Obligations and the Note and the payment of the other Obligations as the same shall become due and payable, the Board hereby pledges and grants a lien upon, subject only to the provisions of this First Supplemental Senior Indenture and the Tax Certificate permitting the application thereof for purposes and on the terms and conditions set forth herein and therein, (a) amounts held for the payment of such Short-Term Obligation by the Trustee in the Short-Term Obligation Debt Service Fund, (b) amounts held for the payment of such Short-Term Obligations by the Trustee in the Short-Term Obligation Construction Fund, ( c) the proceeds of any other evidences of indebtedness of the Board issued or incurred solely for the payment of the principal of and interest on the Short-Term Obligation s and the Note and/or the other Obligations , and (d) any other moneys of the Enterprise hereafter pledged by the Board to the payment of the principal of and interest on the Short-Term Obligations and/or the other Obligations.
ARTICLE V
TAX COVENANTS
Section 5.01. Short-Term Obligation Rebate Fund. The Board hereby agrees that it will enter into the Tax Certificate and will thereunder establish the “City of Long Beach, California Senior Gas Revenue Short-Term Obligation Rebate Fund” (the “Short -Term Obligation Rebate
ATTACHMENT C
4939-0184-6713.1 11
Fund”), which fund will be held by the Trustee and will be funded by the Board , including amounts directed by an Authorized Board Representative pursuant to Section 3.06 hereof to be deposited therein, if so required under the Tax Certificate and amounts in such Short- Term Obligation Rebate Fund shall be held and disbursed in accordance with the Tax Certificate.
The Trustee shall establish within the Short- Term Obligation Rebate Fund a separate Account representing each Loan. All money at any time deposited in the Short- Term Obligation Rebate Fund (or any Account therein) in accordance with the provisions of the Tax Certificate shall be held by the Trustee in trust for payment to the federal government of the United States of America, and neither the Board nor the Bank as holder of Short-Term Obligations shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Short- Term Obligation Rebate Fund shall be governed by this First Supplemental Senior Indenture and by the Tax Certificate. Money shall not be transferred from the Short- Term Obligation Rebate Fund except in accordance with the Tax Certificate.
Section 5.02. Preservation of Tax Exemption.
(a) The Board shall comply with those covenants and agreements set forth in the Tax Certificate.
(b) The Authorized Board Representatives shall be responsible for the execution and delivery (on or prior to the date of the receipt of the initial Loan and the dates referred to in the third paragraph of this subsection (b)) of a Tax Certificate that, in a manner satisfactory to Bond Counsel, evidences compliance with the relevant requirements of Sections 103 and 141 through 150 of the Code.
The Board shall set forth in the Tax Certificate its reasonable expectations on the date of delivery of the Tax Certificate as to relevant facts, estimates and circumstances relating to the use of the proceeds of each Loan and any other matters deemed relevant by Bond Counsel. The facts, estimates and circumstances set forth in the Tax Certificate will be in all material respects, to the best of the Authorized Board Representative’s knowledge, true and correct as of the respective dates thereof. Neither the Board, any present or future individual members of the Board nor any official, agent or employee thereof shall have any individual liability to any holder of a Short- Term Obligation for any statement or matter included in or omitted from any Tax Certificate.
The Tax Certificate delivered on any date with respect to the receipt of a Loan shall be deemed to have been executed as of the date of each subsequent receipt of a Loan unless and until the Authorized Board Representative shall furnish the Trustee and Bond Counsel a new Tax Certificate. The Board hereby covenants that it shall execute and deliver to the Trustee, Bond Counsel and the Bank in connection with each receipt of a Loan a new Tax Certificate at such time as its reasonable expectations as to the use of the proceeds of such Loan change or at such time as Bond Counsel may request. Each Loan Notice shall constitute the reaffirmation by the Board as of the date of receipt of such Loan of the facts, estimates and circumstances set forth in the Tax Certificate of most recent date.
ATTACHMENT C
4939-0184-6713.1 12
(c) The Board shall not use or permit the use of any proceeds of a Loan or any other funds of the Board held by the Trustee under this First Supplemental Senior Indenture, attributable to the Short-Term Obligations, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any amounts received by the Board or the Trustee with respect to the Short- Term Obligations in any manner, and shall not take or permit to be taken any other action or actions, which would cause any Short-Term Obligation to be “federally guaranteed” within the meaning of Section 149(b) of the Code or an “arbitrage bond” within the meaning of Section 148 of the Code and applicable regulations promulgated from time to time thereunder and under Section 103(c) of the Code. The Board shall observe and not violate the requirements of Section 148 of the Code and any such applicable regulations.
In the event Bond Counsel has informed the Board that it is necessary to restrict or limit the yield on the investment of money held by the Trustee or to use such money in certain manners, in order to avoid the Short-Term Obligations being considered “arbitrage bonds” within the meaning of Section 148 of the Code and the regulations thereunder as such may be applicable to the Short- Term Obligations at such time, the Board shall issue to the Trustee a certificate to such effect together with appropriate instructions, in which event the Trustee shall take such action as it is directed to take to use such money in accordance with such certificate and instructions, irrespective of whether the Trustee shares such opinion.
Upon the receipt of written advice of Bond Counsel, the Board may, and upon receipt of an approving ruling from the Internal Revenue Service or a decision of a court of competent jurisdiction the Board shall, issue to the Trustee a written certificate to the effect that a restriction or limitation on the yield on the investment of any proceeds of a Loan that was formerly deemed necessary is now removed or modified (along with appropriate written instructions), in which event the Board and the Trustee will take such action as is necessary to so hold and invest the proceeds of the Loan in accordance with such certificate and instructions. Neither the Board, the Trustee, nor any present or future board member, official, officer, agent or employee of any of the foregoing shall incur any liability in connection with any certificate or instructions delivered by the Board to the Trustee as contemplated herein.
(d) The Board shall at all times do and perform all acts and things permitted by law and this First Supplemental Senior Indenture which are necessary or desirable in order to assure that interest paid on the Short- Term Obligation s (or any of them) will not be included in gross income for federal income tax purposes, and the Board shall take no action that would result in such interest on any Short -Term Obligations being included in gross income for federal income tax purposes.
ATTACHMENT C
4939-0184-6713.1 13
ARTICLE VI
MISCELLANEOUS
Section 6.01. Additional Event of Default and Remedy.
(a) As permitted by Sections 8.01(f) and 8.12 of the Master Senior Indenture, there is hereby provided an additional Event of Default:
“A Credit Agreement Event of Default shall be an Event of Default under Section 8.01 of the Master Senior Indenture with respect to the Short- Term Obligations.”
(b) As permitted by Section 8.12 of the Master Senior Indenture, there is hereby provided an additional remedy:
“The remedies provided for in the Credit Agreement upon the occurrence and continuation of an Event of Default shall be additional remedies allowed to be undertaken by the Bank under Section 8.02 of the Master Senior Indenture with respect to the Short-Term Obligations.”
Section 6.02. Modification of the Master Senior Indenture and this First Supplemental Senior Indenture. The Board may, from time to time and at any time, execute and deliver Supplemental Indentures supplementing and/or amending the Master Senior Indenture and this First Supplemental Senior Indenture in the manner set forth in Article X of the Master Senior Indenture.
Section 6.03. Obligations Afforded Status of Bonds. Obligations owed by the Board to the Bank shall be afforded the status of a Bond and the Bank shall be the Bond holder subject to the payment terms established in the Credit Agreement.
Section 6.04. Notices.
(a) Any notice, request, direction, designation, consent, acknowledgment, certification, appointment, waiver or other communication required or permitted by this First Supplemental Senior Indenture or the Short- Term Obligations must be in writing, except as expressly provided otherwise, in this First Supplemental Senior Indenture or the Short-Term Obligations.
(b) Any notice or other communication, unless otherwise specified, shall be sufficiently given and deemed given when mailed by first -class mail, postage prepaid, addressed to the Board at the address provided in the Master Senior Indenture or when delivered by hand and received by the Board at the address provided in the Master Senior Indenture. Any notice or other communication to the Trustee or the Bank shall be sent to the following address:
ATTACHMENT C
4939-0184-6713.1 14
Trustee: U.S. Bank Trust Company, National Association
Global Corporate Trust Services
633 West Fifth Street, 24th Floor
LM-CA-T24T
Los Angeles, California 90071
Attention: Ilse Vlach
Telephone: (213) 615-6051
Email: [email protected]
Bank: [Wells Fargo Bank, National Association]
[Address to come]
With Copies to:
[Wells Fargo Bank, National Association]
[Address to come]
Any addressee may designate additional or different addresses for purposes of this Section.
Section 6.05. Parties Interested Herein . Nothing in this First Supplemental Senior Indenture expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Board, the Trustee and the Bank, any right, remedy or claim under or by reason of this First Supplemental Senior Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this First Supplemental Senior Indenture contained by and on behalf of the Board shall be for the sole and exclusive benefit of the Board, the Trustee and the Bank.
Section 6.06. Severability. If any provision of this First Supplemental Senior Indenture shall be determined to be unenforceable, that shall not affect any other provision of this First Supplemental Senior Indenture.
Section 6.07. Governing Law . This First Supplemental Senior Indenture shall be governed by and construed in accordance with the laws of the State.
Section 6.08. Captions. The captions in this First Supplemental Senior Indenture are for convenience only and do not define or limit the scope or intent of any provisions or Sections of this First Supplemental Senior Indenture.
Section 6.09. Counterparts. This First Supplemental Senior Indenture may be signed in several counterparts. Each will be an original, but all of them together constitute the same instrument.
[Remainder of page intentionally left blank; signature page follows]
ATTACHMENT C
S-1
4939-0184-6713.1
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Senior Trust Indenture to be duly executed, all as of the date first above written.
BOARD OF PUBLIC UTILITIES
COMMISSIONERS OF THE CITY OF LONG
BEACH, acting on its own behalf and on behalf
of the City of Long Beach
By
B. Anatole Falagán,
General Manager, Public Utilities
Department of the City of Long Beach
APPROVED AS TO FORM
DAWN MCINTOSH, CITY ATTORNEY
By
Principal Deputy City Attorney
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By
Authorized Officer
[Signature page to First Supplemental Senior Trust Indenture]
ATTACHMENT C
4939-0184-6713.1
EXHIBIT A
FORM OF SHORT-TERM OBLIGATION CONSTRUCTION FUND REQUISITION Requisition No. __________
To: U.S. Bank Trust Company, National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust Services
Re: City of Long Beach, California Senior Gas Revenue Short -Term Obligation Construction Fund
Account amount to be transferred from:
The amount requisitioned: $
Payment to be made to:
Manner in which payment is to be made:
Description of Project:
The undersigned, an Authorized Board Representative within the meaning of the Master Senior Trust Indenture, dated as of [CLOSING DATE], 2026 (the “Master Senior Indenture”), by and between the Board of Public Utilities Commissioners of the City of Long Beach (the “Board”), acting on its own behalf and on behalf of the City of Long Beach (the “City”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and the First Supplemental Senior Trust Indenture, dated as of [CLOSING DATE], 2026 (the “First Supplemental Senior Indenture”), by and between the Board, acting on its own behalf and on behalf of the City, and the Trustee , hereby requisitions the amount set forth above and directs that such amount be paid to the party set forth above from funds held in the City of Long Beach, California Senior Gas Revenue Short- Term Obligation Construction Fund held under the First Supplemental Senior Indenture and directs that payment be made in the manner described above.
Amounts requisitioned hereby will be expended only in accordance with and subject to the limitations set forth in the Tax Compliance Certificate, dated [CLOSING DATE], 2026 and relating to the Short-Term Obligations.
Capitalized terms not otherwise defined herein shall have the applicable meanings in the Master Senior Indenture and the First Supplemental Senior Indenture.
Dated: .
By
Authorized Board Representative
ATTACHMENT C