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Jones Hall Draft 6.26.23
AMENDMENT TO FISCAL AGENT AGREEMENT
THIS AMENDMENT TO FISCAL AGENT AGREEMENT (this "Amendment"), dated as of __________ 1, 2023, is by and between the WEST PATTERSON FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority") and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the "Fiscal Agent") and amends that certain Fiscal Agent Agreement dated as of August 1, 2013, described below.
WHEREAS, the Patterson Public Financing Authority (“PPFA”) has previously issued its special tax revenue bonds captioned (i) “$67,190,000 Patterson Public Financing Authority Revenue Bonds, Senior Series 2013A (Community Facilities District No. 2001-1)” and (ii) “$6,465,000 Patterson Public Financing Authority Revenue Bonds, Subordinate Series 2013B (Community Facilities District No. 2001-1) (together, the “2013 Bonds”), pursuant to the MarksRoos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, and pursuant to an Indenture of Trust dated as of August 1, 2013 (the “2013 Indenture”), by and between the Authority and The Bank of New York Trust Company, N.A., as trustee, which trustee has been succeeded by U.S. Bank Trust Company, National Association; and WHEREAS, the 2013 Bonds are secured by a pledge of and lien on the Revenues (as such term is defined in the 2013 Indenture) consisting primarily of amounts received by the PPFA from the ownership of special tax bonds of the Authority captioned “West Patterson Financing Authority Community Facilities District No. 2001-1 (Public Improvements) Special Tax Refunding Bonds, Series 2013-A-1 and Series 2013-A-2,” and “West Patterson Financing Authority Community Facilities District No. 2001-1 (Public Improvements) Special Tax Bonds, Series 2013-B” (the “CFD Bonds”); and
WHEREAS, in connection with the CFD Bonds, the Authority and The Bank of New York Trust Company, N.A., entered into a Fiscal Agent Agreement dated as of August 1, 2013, and The Bank of New York Trust Company, N.A. has been succeeded thereunder by U.S. Bank Trust Company, National Association as the Fiscal Agent; and WHEREAS, the PPFA desires to refund the 2013 Bonds maturing on or after September 1, 2024 through the issuance and sale of its 2023 Refunding Special Tax Revenue Bonds (the "2023 PPFA Bonds"), which shall be secured by a pledge of and lien on the revenues, consisting primarily of receipt by the PPFA of payments on the CFD Bonds; and WHEREAS, the Authority and the Fiscal Agent desire to amend the Fiscal Agent Agreement to reflect the retirement of the 2013 Bonds and establish the CFD Bonds as security for the 2023 PPFA Bonds;
NOW, THEREFORE, the Authority and the Fiscal Agent agree as follows:
Section 1. Definitions. The following definitions in the Fiscal Agent Agreement are hereby modified as follows.
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"Authority Bonds" shall mean the Patterson Public Financing Authority’s “2023 Refunding Special Tax Revenue Bonds.”
"Authority Bonds Indenture" shall mean the Indenture of Trust, dated as of _________ 1, 2023 by and between the PPFA and the Trustee.
“Delinquency Maintenance Fund” is deleted.
“DMF Requirement” is deleted.
“Maximum DMF Requirement” is deleted.
“Fiscal Agent” means U.S. Bank Trust Company, National Association. “Reserve Fund” is deleted.
“Reserve Requirement” is deleted.
"Trustee" means U.S. Bank Trust Company, National Association as trustee under the Authority Bonds Indenture.
Section 2. Elimination of Reserve Fund. A Reserve Fund is no longer required to be maintained under the Fiscal Agent Agreement; as such, Section 4.03 of the Fiscal Agent Agreement is deleted. The fund established under Section 4.03 shall be closed on the date of issuance of the 2023 PPFA Bonds. All moneys in such fund on that date shall be transferred to Trustee, to be applied as directed in the Authority Bonds Indenture. All references in the Fiscal Agent Agreement to the Reserve Fund and the Reserve Requirement are deemed inoperable and deleted.
Section 3. Elimination of Delinquency Maintenance Fund. A Delinquency Maintenance Fund is no longer required to be maintained under the Fiscal Agent Agreement; as such, Section 4.04 of the Fiscal Agent Agreement is deleted. The fund established under Section 4.04 shall be closed on the date of issuance of the 2023 PPFA Bonds. All moneys in such fund on that date shall be transferred to Trustee, to be applied as directed in the Authority Bonds Indenture. All references in the Fiscal Agent Agreement to the Delinquency Maintenance Fund and the DMF Requirement are deemed inoperable and deleted.
Section 4. Amendment to Section 4.4. Section 4.4 is supplemented to add the following subsection (E):
(E) Surplus. Any amounts transferred to the Surplus Fund pursuant to Section 4.2(d) hereof shall no longer be considered Revenues and are not pledged to repay the Bonds.
In the event there has been a draw on the Reserve Fund established for the Authority Bonds, or a reimbursement obligation to the provider of a Qualified Reserve Fund Credit Instrument (as defined in the Authority Bonds Indenture) for the Authority Bonds, moneys in the Surplus Fund shall first be used for transfer to the trustee under the Authority Bonds Indenture for deposit into the Revenue Fund established thereunder.
After the foregoing transfer, any surplus remaining in the Bond Fund shall be available for transfer to the Authority to be used for any lawful purpose related to the District. 3-
Section 5. Notices. The address for notice to the Fiscal Agent is changed to:
U.S. Bank Trust Company, National Association
Attention: Corporate Trust Department
633 W. 5th Street, 24th Floor
Los Angeles, California 90071
IN WITNESS WHEREOF, the Authority has caused this Amendment to Fiscal Agent Agreement to be executed by the Executive Director of the Authority, and the Fiscal Agent has caused this Amendment to Fiscal Agent Agreement to be executed by one of its corporate trust officers, all as of the day and year first above written.
WEST PATTERSON FINANCING
AUTHORITY
By:
Ken Irwin
Executive Director
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Fiscal Agent
By:
Authorized Officer