4156-2646-8667.7
FIRST SUPPLEMENTAL INDENTURE
between the
CITY OF SAN JOSE FINANCING AUTHORITY
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
RELATING TO
$[PRINCIPAL AMOUNT]
CITY OF SAN JOSE FINANCING AUTHORITY
WASTEWATER REVENUE BONDS
SERIES 2022B
(GREEN BONDS – CLIMATE BOND CERTIFIED)
Dated as of December 1, 2022
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
TABLE OF CONTENTS
Page
i
4156-2646-8667.7
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.............................................................................................................. 2
ARTICLE II
ISSUANCE OF SERIES 2022B BONDS
Section 2.01. Authorization and Purpose of Series 2022B Bonds ............................................... 3 Section 2.02. Terms of Series 2022B Bonds. .............................................................................. 3 Section 2.03. Redemption of Series 2022B Bonds ...................................................................... 5 Section 2.04. Form of Series 2022B Bonds ................................................................................. 5 Section 2.05. Use of Depository for Series 2022B Bonds ........................................................... 5 Section 2.06. Application of Proceeds of Sale of Series 2022B Bonds ....................................... 5
ARTICLE III
MISCELLANEOUS
Section 3.01. Authority for this First Supplemental Indenture .................................................... 6 Section 3.02. Terms of Series 2022B Bonds Subject to the Master Indenture ............................ 6 Section 3.03. Execution ............................................................................................................... 7 Section 3.04. Effective Date of this First Supplemental Indenture .............................................. 7 EXHIBIT A FORM OF SERIES 2022B BONDS ..................................................................... A-1 DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 4156-2646-8667.7
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture ( this “First Supplemental Indenture”), dated as of December 1, 2022, between the City of San José Financing Authority, a joint exercise of powers authority duly organized and existing under the laws of the State of Californ ia (the “Authority”), and Wilmington Trust, National Association , a national banki ng association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”); WITNESSETH:
WHEREAS, the Authori ty and the Trustee have duly entered into a Master Indenture , dated as of December 1, 2022 (the “Master Indenture”), which Master Indenture authorized the issuance of City of San José Financing Authority Wastewater Revenue Bonds (the “Bonds”) and provided for the issuance of the Bonds in various series; and WHEREAS, the Authority has determined to pre scribe the terms, conditions and form of a series of the Bonds under the Master Indenture constituting the Se ries 2022B Bonds (the “Series 2022B Bonds”) for the purposes of assisting the City of San José (the “City”) with the refunding of the Authority’s outstanding Subordinate Wastewater Revenue Notes, Series A; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed necessary to make the Series 2022B Bonds, when duly executed by the Authority and authenticated and delivered by the Trustee, valid and binding limited obligations of the Authority payable in accordance with their terms, and to constitute th is First Supplemental I ndenture a valid and binding agre ement of the parties hereto for the uses and purposes set forth herein in accordance with the conditions and terms hereof, do exist, have happened and have been performed in the time, form and manner required by law, and the execution and entering into of this First Supplemental Indenture by the parties hereto and the execution and delivery of the Series 2022B Bonds, subject to the conditions and ter ms hereof, have been in all respects duly authorized;
NOW, THEREFORE, THIS F IRST SUPPLEMENTAL I NDENTURE WITNESSETH, that in order to secure the payment of the interest on and the principal of and the redemption premiums, if any, on all Series 2022B Bonds executed, authenticated and delivered hereunder according to their tenor, and to secure the p erformance and obse rvance of all the agreements, conditions, covenants and terms set forth therein and herein, and to declare the conditions and terms upon and subject to which the Series 2022B Bonds will be executed, authenticated and delivered, and in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of th e Series 2022B Bonds by the respective registered owners thereof from time to time, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Authority does hereby agree and covenant with the Trustee, for the benefit of the respective registered owners from time to time of the Series 2022B Bonds, as follows:
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 2 4156-2646-8667.7
ARTICLE I
DEFINITIONS
SECTION 1.01. De finitions.
(a) All terms which are defined in Se ction 1.01 of the Mast er Indenture shall (except as otherwise provided herein) have the same definitions, respectively, in this First Supplemental Indenture that are given to such terms in Section 1.01 of the Master Indenture. (b) Unless the context otherwise req uires, the terms defined in this subsection shall for all purposes hereof and of the Master Indenture and of the Series 2022B Bonds and of any certificate, opinion, report, request or other document mentioned herein or therein have the meanings defined her ein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein:
Bank
“Bank” means Wells Fargo Bank, National Association, as holder of the Prior Subordinate Notes.
First Supplemental Contract
“First Supplemental Contract ” means the First Supplemental Installment Purchase Contract, dated as of December 1, 2022, between the City and the Authority, as originally executed and entered into and as from time to time amended and su pplemented in accordance with its terms.
First Supplement al Indenture
“First Supplemen tal Indenture” means this First Supplemental Indenture, dated as of December 1, 2022, between the Authority and the Trustee, supplemental to the Master Indenture, as originally executed and entered into and as from time to time a mended and supplemented in accordance with its terms.
Master Indenture
“Master Indenture” means the Master Indenture, dated as of December 1, 2022, be tween the Authority and the Trustee, as origina lly executed and entered int o and as from t ime to time amended and supplemented in accordance with its terms.
Prior Subordinate Notes
“Prior Subordinate Notes” means the Authority’ s Subordinate Wastewater Revenue Notes, Series A.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 3 4156-2646-8667.7
Series 2022B Bonds
“Series 2022B Bonds” means the City of San José Financing A uthority Wastewater Revenue Bonds, Series 2022B (Green Bonds – Climate Bond Certified).
Series 2022B Costs of Issuance Account
“Series 2022B Costs of Issuance Account ” means the account by that name within the Costs of Issuance Fund established under Section 2.06(a) hereof for the Series 2022B Bonds.
Series 2022B Refunding Fund
“Series 2022B Refunding Fund” means the fund by that name established under Section
2.06(b) hereof.
Series 2022B Term Bonds
“Series 2022B Term Bonds” means the Series 2022B Bonds maturing on November 1, 20[__].
ARTICLE II
ISSUANCE OF SERIES 2022B BONDS
SECTION 2.01. Aut horization and Purpose of Series 2022B Bonds. The Authority has reviewed all proceed ings heretofore t aken relative to the authorization of the Series 2022B Bonds and has found, as a result of such review, and hereby finds and de termines, that all acts, conditions and things required by law to exist, to have happened and to have been perfo rmed precedent to and in the e xecution, authentication and delivery of the Series 2022B Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that, pursuant to each and every requirement of the Act and the Master Indenture and hereof, the Authority is now duly authorized to execute and the Trustee is now duly authorized to authenticate and deliver the Series 2022B Bonds in the form and manner provided herein for the purposes of refunding the outstanding Prior Subordinate Notes and that the Series 2022B Bonds shall be entitled to the benefit, protection and security of the provisions of the Act and the Master Indenture and hereof. The Authority determines that the Series 2022B Bonds shall not be secured by any Reserve Account.
SECTION 2.02. Term s of Series 2022B Bonds.
The Series 2022B Bonds shall be designated the “City of San José Financing Authority Wastewater Revenue Bonds, Series 2022B (Green Bonds – Climate Bond Certified),” shall be in the aggregate principal amount of $[PRINCIPAL AMOUNT] , sha ll be dated the date of the initial issuance thereof, shall be issued in fully registered form in denominations of five thousand dollars ($5,000) or any int egral multiple of five thousand dollars ($5,000), and shall mature on the dates and in the principal amounts and shall bear interest (payable on [ May 1, 2023 ], and semiannually thereafter on May 1 and November 1 in each year), calculated on the basis of a DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
4 4156-2646-8667.7
360-day year composed of twelve (12) thirty (30) -day calendar months, at the rates set forth in the following schedule:
Maturity Date
(November 1)
Principal
Amount
Interest
Rate
$ %
Sinking Fund Account Payments are hereby established for the mandatory redemption and payment of t he Series 2022B Term Bonds, which paym ents shall become due d uring the years ending on the dates and in the amounts as set forth in the following schedule (except that if any Series 2022B Term Bonds have be en optionally redeemed pursuant to Section 2.03 hereof, the amounts of such Sinking Fund Account Payments shall be reduced in the manner determined by the Authority), namely:
Sinking Fund Payment Date
(November 1)
Sinking Fund Account
Payment
$
±
_____________
±Final Maturity
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 5 4156-2646-8667.7
All such Sinking Fund Account Payments shall be deposited in the Sinking Fund Subaccount in the Redemption Account. All money in the Sinking Fund Subaccount representing such Sinking Fund Payments shall be used and withdrawn by the Trustee (upon receipt of a Written Req uest of the Authority) at any time for the purchase of t he Series 2022B Term Bonds, at public or private sale, as and when and at such prices (including brokerage and other charges) a s the Authority may in its discretion determine, but not to exceed the pr incipal amount of such Series 2022B Term Bonds; provided, that all money in the Sinking Fund Subaccount representing such Sinking Fund Account Payments on November 1 of each year during the period beginning on November 1, 20[__] , and ending on November 1 , 20[__], both dates inclusi ve, shall be used and withdrawn by the Trustee on such November 1 for the mandatory redemption or payment of the Series 2022B Term Bonds; and the Authority hereby agrees and covenants with the Holders of the Series 2022B Term Bonds to call and redeem in accordance with Section 2.03 hereof or pay the Series 2022B Term Bonds from the Sinking Fund Account Payments deposited in the Sinking Fund Subaccount pursuant to this paragr aph whenever on November 1 of any year, beginning on Novem ber 1, 20[__], there is money in th e Sinking Fund Subaccount available for such purpose.
SECTION 2.03. Re demption of Series 2022B Bonds. The Series 2022B Bonds maturing on or after November 1, 20[__], are subject to optional redemption prior to their respective maturity dates, at the option of the Au thority, on any date on or after [ November 1], 20[__], from any source of available funds, as a whole or in part, at a redemption price equal to the principal amount thereof called for redemption, plus accrued interest to t he date fixed for redemption, without premium.
The Series 2022B Ter
m Bonds are subject to mandatory redemption by the Authority prior to their maturity date, in part by lot on November 1 of each year on and after November 1 , 20[__], from and in the amount of the Sinking Fund Account Payments due and payable on such dates, at a redemption price equal to the principal amount there of to be redeemed, plus accrued interest to the date fixed for redemption, without premium.
SECTION 2.04. Fo rm of Series 2022B Bonds . The Series 2022B Bonds and the certificate of authentication, the assignment and the Securities Depository endorsement to appear thereon shall each be in substantially the forms set forth in Exhibit A hereto attached and incorporated herein.
SECTION 2.05. Use of Depository for Series 2022B Bonds. In accordance with the provisions of Section 3.08 of the Master Indenture, the Series 2022B Bonds shall be registered in the name of “ Cede & Co.,” as nominee of the Secur ities Depository, and each maturity of the Series 2022B Bonds shall be in the form of a separate s ingle fully registered Series 2022B Bond in the principal amount set forth in Section 2.02 hereof.
SECTION 2.06. Appli cation of Proceeds of Sale of Series 2022B Bonds. Upon the receipt of payment for the Series 2022B Bonds when the same shall have been duly sold by the Authority, the Truste e shall (upon receipt of a Written Request of the Authority) set aside and deposit or transfer the net proceeds of sale of the Series 2022B Bonds of $ [________] (consisting of $[PRINCIPAL AMOUNT] aggregate principal amount of the Series 2022B Bonds [plus/less] [net] original issue [premium/discount] on the Series 2022B Bonds of $[______] and DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 6 4156-2646-8667.7
less the underwriting discount of $[______]) in or to the following respective accounts or funds (or in a tempor ary account or fund in its books used to facilitate such transfers) in the following order of priority:
(a) The Trustee shall deposit in the Series 2022B Costs of Issuance Account, w hich account is here by created and which account the Authority hereby agrees to maintain unt il [______], a sum equal to $ [______]. All money in the Series 2022B Costs of Issuance Account shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the Series 2022B Bonds upon receipt of a Written Request of the Authori ty filed with the Trustee, each of which shall be sequen tially numbered and shall state the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incu rred and that such payment is a proper charg e against said account. On [_____], or upon the earlier Written Request of the Authority, any remaining balance in the Series 2022B Costs of Issuance Account shall be withdrawn by the Trustee from the Series 2022B Costs of Issuance Account and deposited in the Revenue Fund and the Series 2022B Costs of Issuance Account shall be closed; and (b) The Trustee shall depos it in the Series 2022B Refunding Fund, which fund is hereby created and which account the Authority hereby agrees to maintain, a sum equal to $[_______]. Except as s et forth below, all money i n the Series 2022B Refunding Fund shall be used and withdrawn by the Trustee for the prepayment of the outstanding principal amount of the Prior Subordinate Notes, including, if applicable, payment of accrued and unpaid interest thereon, upon receipt of a Written Request of the Authority filed with the Trustee. The Authority hereby agrees to file such Written Request of the Authority with the Tru stee in sufficient time and take such other actions a s are necessary prepay and retire the outstanding Prior Subordinate Notes by a date not later than [_____] . Notwithstandi ng anything to the contrary contained in the Master Indenture, all interest received on the money deposited or invested in the Series 2022B Refunding Fund shall be retained in the Series 2022B R efunding Fund and, except as set forth in the following sentence, used and withdrawn for the purposes set forth above . When the outstanding principal amount of the P rior Subordinate Notes has been prepaid, as set forth in the Written Request of the Authority described above, the remaining amount on deposit in the Series 2022B Refunding Fund, if any, shall be transferred b y the Trustee to the Revenue Fund and the Series 2022B Refunding Fund shall be closed.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Aut hority for this First Supplem ental Indenture. This First Supplemental Indenture is exe cuted under and pu rsuant to the provisions of the Act and is supplemental to and is executed in accordance with Articles II and VIII of the Master Indenture.
SECTION 3.02. Term s o f Series 2022B Bonds Subject to t he Master Indenture .
Except as in th is First Supplemental Indenture expressly provided, every agreement, condition, covenant and term contained in the Ma ster Inden ture shall apply to this First Supplemental Indenture and to the Series 2022B Bonds with t he same force and effect as if the same were herein set for th at len gth, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this First Supplemental Indenture.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 7 4156-2646-8667.7
SECTION 3.03. Execution. This First Supplemental Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the T rustee shall preserve undestroyed, shall together constitute but one and the same instrument.
SECTION 3.04. Effect ive Dat e of th is First Supplemental Indenture . Th is First Supplemental Indenture shall take effect from and after its execution and delivery.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. 8 4156-2646-8667.7
IN WITNESS WHEREOF, the City of San José Financing Authority has caused this First Supplemental Indenture to be signed in its name by its Treasurer and Wilmington Trust, National Association, in token of it s acceptance of the trusts created hereunder, has caused this First Supplemental Indenture to be signed by on e of its officers there under duly authorized, all as of the day and year first above written.
Approved as to form:
NORA FRIMANN, City Attorney
By:
Chief Deputy City Attorney
CITY OF SAN JOSE FINANCING AUTHORITY
By: _____________________________________
Julia H. Cooper
Treasurer
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By: _____________________________________
Authorized Officer
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
A-1
4156-2646-8667.7
EXHIBIT A
FORM OF SERIES 2022B BONDS
CITY OF SAN JOSE FINANCING AUTHORITY
WASTEWATER REVENUE BOND
SERIES 2022B
(GREEN BONDS – CLIMATE BOND CERTIFIED)
No. R______ $____________
Interest
Rate
Maturity
Date
Date
of Bond
CUSIP
_____% November 1, 20__ _______, 2022 __________
REGISTERED OWNER:
PRINCIPAL SUM: DOLLARS
The City of San José Financing Aut hority, a joint exercise o f powers authority duly organized and existing under the laws of the St ate of California (the “Authority” ), for va lue received, hereby promises to pay (but only out of the Revenues and certain other funds hereinafter referred t o) to the registered owner sp ecified above, or registered assigns, on the maturity date specified ab ove (subject to any right of prior redemption hereinafter provided for) the principal sum specified above, together with interest thereon computed on the basis of a 360- day year of twel ve (12) 30- day calendar months from the interest payment date next prec eding the date of authentication of this Bond (unless such date of authenticatio n is an int erest payment date o r is during the period from the day after the Record Date (as that term is hereinafter defined, and herein a “Record Date ”) preceding an interest payment date to such interest payment date, both days inclusive, in which e vent it shall b ear interest from such interest payment date, or unless such date of authentic ation is prior to the Record Date for the first interest payment date, in which event it shall bear interest from its date) until the principal hereof shall have been paid at the interest rate per annum specified above (payable on [ May 1, 2023] , and semiannually thereafter on May 1 and November 1 in each year). The interest due on this Bond on any interest payment date on or before the maturity or prior redemption here of shall be payable in lawful money of the United Stat es of America to the p erson whose name appears in the regis tration books required to be kept by Wilmington Trust, National Association (the “Trustee”) at its Corpora te Trust Office (as that term is defined in the Master Indenture hereinafter referred to, and herein the “Corporate Trust Office”) as the registered owner hereof at the close of b usiness on the fifteenth (15th) day of the calendar month immediately preceding each interest payment date (each such date, a “ Record Date”), whether or not such Record Date is a Business Day, and shall be paid by check mailed on such interest payment date by first class mail to such registered owner at the address of such registered owner as it appears on su ch registration books; provided, that upon the written request of the registered owner of one mill ion
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
A -2
4156-2646-8667.7
dollars ($1,000,000) or more in aggregate principal amount of Bonds received by the Trustee prior to the applica ble Record Date (which such request shall remain in effect until rescinded in writing by such regis tered owner), interest shall be paid on e ach interest pay ment date by wire transfer of immediately available funds to an account maintained in any state or national bank o r trust company in the Unite d States of America that is a member of the Federal Reserve Sy stem designated in writing by such registered owner to the Trustee. The principal of and the redemption premium, if any, due on this Bond on the maturity date or prior redemption date hereof shall be p ayable in lawful money of the U nited States of A merica to the person whose name appears i n such registrat ion books as the registered owner hereof at the close of business on the Record Date for such maturi ty date or pri or redemption date, such pri ncipal an d redemption premium, if any, t o be paid upon su rrender of this Bond by the registered ow ner thereof on s uch maturity date or prior redemption date to the Trustee at the Corporate Trust Office of the Trustee.
This Bond is one of a duly authorized issue of bonds of the Authority designat ed as its “City of San José Financing Authority Wastewater Revenue Bonds, Series 2022B (Green Bonds – Climate Bond Certified)” (the “Series 2022B Bonds”) issued in the aggregate principal amount of $[PRINCIPAL AMOUNT], all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities, interest rates , or redemptio n provisions), and is issued under and pursuant to the provisions of the Joint Exercise of Powers Act of the St ate of California (being Chapter 5 of Division 7 of Title 1 of the Calif ornia Government Code, and all laws amendatory thereof or supplemental th ereto (the “ Act”) and under and pursuant to the provisions of a Master Indenture , dated as of December 1, 2022 (the “Master Indenture”), between the Authority and the Trustee, which Maste r Indenture authorized the issuance in various series from time to time of an unlimited aggregate principal amount of “City of San José Financing Authority Wastewater Revenue Bonds” (the “Bonds”), and a First Supplemental Indenture, dated as of December 1, 2022 (the “First Supplemental Indenture,” and together with the Master Indenture, the “Indentures”), between the Authority and the Trustee , which supplements and amends the Master Indenture ( copies of which a re on file at the Corporate Trust Office of the Trustee).
The Series 2022B Bonds are issued for the purpose of refun ding certain prior obligations of the Authority, the proceeds of which were used to finance and refi nance the acquisition, construction and installation of certain improvements, additions, and betterments to, and extensions and rehabilitations of, the Trea tment Plant (as defined in the Master Indenture) pursuant to the terms of the Master Installment Purchase Contract, dated as of December 1, 2022, between the City of San José (the “City”) and the Au thority, as supplemented by a First Supplemental Installment Purchase Contract, dated as of December 1, 2022 , between the City and the Authority. The Series 2022B Bonds are limited obligations of the Authority and are payable, as to interest thereon, the principal thereof, and any redemption premi ums thereon, solely from the Revenues (as defined in the Master Indenture) and the funds held in the accounts and funds established under the Indentures as provided therein, and the Authority is not obligated to pay the interest on or the principal of or the redemption premiums, if any, on the Series 2022B Bonds except from the Revenues and such other funds. The Series 2022B Bonds are equally and ratably secured in accordance with the terms and co nditions of the Indentures by a pledge of and charge and lien upon the Revenues and such other funds, and the Revenues and such other funds constitute a trust fund for the security and payment of the interest on and the principal of and the DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
A -3
4156-2646-8667.7
redemption premiums, if any, on the Series 2022B Bonds as provided in the Indentures. The full faith and credit of the Authority is not pledged for the payment of the interest on or the pri ncipal of or the redemption premiums, if any, on the Series 202 2B Bonds , and no tax or assessment shall ever be levied or collected to pay the in terest on or the principal of or the redemption premiums, if any, on the Series 2022B Bonds. T he Series 2022B Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the Authority or any of its income or r eceipts except the Revenues and such other funds, and neither the payment of the interest on or the principal of or th e redemption premiums, if any, on the Series 2022B Bonds is a debt, liability or obligati on of the Authority. The Series 2022B Bonds do not constitute an indebtedness of the Authority within the meaning of any constitutional or statutory debt limitation or restriction, and neither the Authority nor any officer or employee thereof s hall be lia ble for the payment of the interest thereon, the pr incipal thereof and any redemption premiums thereon otherwise than from the Revenues and such other funds. Reference is hereby made to the Act and to the Indentures and to any and all amendment s thereof and supplements thereto for a description of the terms on which the Series 2022B Bonds are issued, the provisions with regard to the nature and ext ent of the R evenues, the rights of the registered ow ners of the Series 2022B Bonds , the security for paym ent of the Series 2022B Bonds, the remedies upon default an d limitations thereon, and for the amendment of the Indentures (with or without consent of the registered owners of the Series 2022B Bonds); and all the terms of the I ndentures are hereby incorporated herein and constitute a contract between the Authority a nd the registered owner of this Series 2022B Bond, to all the provisions of which the registered owner of this Series 2022B Bond, by acceptance hereof, agrees and consents.
The Series 2022B Bonds a re subject to redemption prior to maturity as provided for in the Indentures.
The Series 2022B Bonds are not subject to acceleration if an Event of De fault occurs and is continuing under the Indentures.
This Series 2022B Bond is transferable only on a register to be kept for that purpose at the above-mentioned office of the Trustee by the registered owner hereof in person or by such registered owner’s duly authorized attorney upon payment of the charges provided in the Master Indenture and upon surrender of this Series 2022B Bond, together with a w ritten instrument of transfer satisfactory to the Trustee duly executed by the registered owner or such registered owner’s duly authorized attorney, and thereupon a new fully registe red Series 2022B Bond or Bonds in the same aggregate principal amount of authorized denominat ions will be issued to t he transferee in exchange therefor. The Authority and the Trustee may deem and treat t he registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and the principal hereof and th e redemption premi um, if any, he reon and for all other purposes, whether or not this Series 2022B Bond shal l be overdue, and ne ither the Authority nor the Truste e shall be affected by any notice o r knowledge to the contrary; and payment of the interest on and the principal of an d the redemption premium, if any, on this Series 2022B Bond shall be made only to such registered owner, which paym ents shall be valid and effectual to satisfy and discharge liability on this Series 2022B Bond to the extent of the sum or sums so paid.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
A -4
4156-2646-8667.7
This Series 2022B Bond shall not be entitled to any benefit, protection or security unde r the Indent ures or bec ome vali d or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been executed and dated by the Trustee.
It is hereby certified that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of this Seri es 2022B Bond do exist, have happened and have been perfor med in due time, form and manner as required by law and that the amount of this Series 2022B Bond, t ogether w ith all othe r indebtedness of t he Authority, does not exceed any limit prescribed by the Constitution or laws of the State of California and is not in excess of the amount o f Series 2022B Bonds permitted to be issued under the Indentures.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
A -5
4156-2646-8667.7
IN WITNE SS WHEREO F, the City of San José Financing Authority has caused this Series 2022B Bond to be executed in its name and on its behalf by the manual or facsimi le signature of an Authorized Representative, and has caused this Series 2022B Bond to be dated as of ______________, 2022.
CITY OF SAN JOSE FINANCING AUTHORITY
By: _____________________________________
Julia H. Cooper
Treasurer
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
A -6
4156-2646-8667.7
[FORM OF CERTIFICATE OF AUTHENTICATION TO APPEAR
ON SERIES 2022B BONDS]
This is one of the Series 20 22B Bonds described i n the wi thin-mentioned Indentures which has been authenticated on ________________.
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By: _____________________________________
Authorized Signatory
[
FORM OF ASSIGNMENT TO APPEAR ON SERIES 2022B BONDS]
For value received th e undersigned hereby sells, assigns and transfers unto ______________________ (Taxpayer Identification Num ber: ______________) the within Series 2022B Bond and all rights thereunder, and hereby irrevoc ably constitutes and appoints ______________________ attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. _________________________________________
Dated: __________________
Signature Guaranteed: ______________________________
Note: The signature to this Assignment must correspond with the name as written on the face of this Series 2022B Bond in e very particular, without alteration or enlargement or any change whatever, and the s ignature must be guaranteed by an el igible guarantor institution.
[FORM OF DTC ENDORSEMENT TO APPEAR ON SERIES 2022B BONDS] Unless this Series 2022B Bond is present ed by an authorized representative of The Depository Trust Company, a New York corporation ( “DTC”), to the Trustee for regi stration of transfer, exchange, or payment, and any certif icate issued is registered in the name of Cede & Co. or in such other name as is re quested by an authorized representative of DTC (and any payment is made to Cede & Co . or to such other entity as is reques ted by an author ized representative of DTC), ANY TR ANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch a s the registered owner hereof Cede & Co., has an interest herein.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.