ESCROW DEPOSIT AND TRUST AGREEMENT
by and among the
SAN MARCOS PUBLIC FINANCING AUTHORITY,
CITY OF SAN MARCOS
COMMUNITY FACILITIES DISTRICT NO. 99-01,
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Escrow Bank, Prior Trustee, Trustee, Prior Fiscal Agent, and Fiscal Agent Dated as of [DATE]
Relating to
$32,395,000
San Marcos Public Financing Authority
Special Tax Revenue Refunding Bonds, Series 2014A
Section 1. Definition of Defeasance Obligations 2
Section 2. Establishment of the 2014A Bonds Escrow Fund 2 Section 3. Deposits into the 2014A Bonds Escrow Fund 2
Section 4. Instructions as to Application of Deposits in the 2014A Bonds Escrow Fund 3 Section 5. Application of Certain Terms of Prior Issuance Documents 3 Section 6. Proceedings for Redemption of Prior Authority Bonds and the Prior Special Tax Bonds 3 Section 7. Compensation to Escrow Bank 4
Section 8. Liabilities and Obligations of Escrow Bank 4 Section 9. Amendment 5
Section 10. Merger or Consolidation 5
Section 11. Execution in Counterparts 5
Section 12. Headings 6
Section 13. Applicable Law 6
Section 14. .Termination; Unclaimed Money 6
EXHIBIT A PRIOR SPECIAL TAX BONDS A-1
EXHIBIT B SPECIAL TAX REFUNDING BONDS B-1
EXHIBIT C SOURCES OF FUNDS FOR DEPOSIT TO THE ESCROW ACCOUNTS C-1 EXHIBIT D REDEMPTION PAYMENT ON THE PRIOR AUTHORITY BONDS/ ESCROWED DEFEASANCE SECURITIES D-1 EXHIBIT E FORM OF NOTICE OF DEFEASANCE E-1
ESCROW DEPOSIT AND TRUST AGREEMENT
This ESCROW DEPOSIT AND TRUST AGREEMENT (this “Agreement”), dated as of [DATE], by and among the SAN MARCOS PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and existing under the laws of the State of California (the “Authority”), CITY OF SAN MARCOS COMMUNITY FACILITIES DISTRICT NO. 99-01 (the “Community Facilities District”), a community facilities district duly organized and existing under the Mello-Roos Community Facilities Act of 1982 (Government Code Section 53311 and following of the Government Code of the State of California), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, formerly UNION BANK, N.A., successor to MUFG UNION BANK N.A., a national banking association organized and existing under the laws of the United States of America, acting as trustee for the Series 2024 Bonds (defined below) and the Prior Authority Bonds (defined below) hereinafter referred to, as fiscal agent for the Prior Special Tax Bonds (defined below) and as escrow bank hereunder (the “Prior Trustee,” the “Trustee,” the “Prior Fiscal Agent,” the “Fiscal Agent,” and the “Escrow Bank,” as applicable).
W I T N E S S E T H
WHEREAS, the Authority has previously issued the $32,395,000 San Marcos Public Financing Authority Special Tax Revenue Refunding Bonds, Series 2014A (the “Prior Authority Bonds”); and WHEREAS, the Authority and the Community Facilities District have determined that it is in the best interest of the Authority and the Community Facilities District in the management of their financial interests that the Authority issue its $[___] Special Tax Revenue Refunding Bonds, Series 2024 (the “Series 2024 Bonds”) pursuant to that certain Indenture of Trust, dated as of [DATE] (the “2024 Indenture”), by and between the Authority and the Trustee for the purpose of, among other things, acquiring certain series of special tax refunding bonds identified in Exhibit B attached hereto (the “Special Tax Refunding Bonds”) in order to, among other things, finance the defeasance of the Prior Authority Bonds and provide for the redemption of the outstanding Prior Authority Bonds at a redemption price of par (the “Redemption Price”) plus accrued interest, without premium, as required under the Prior Issuance Documents (as defined below) and thereby simultaneously effect the discharge of certain series of special tax bonds previously issued by the Community Facilities District identified in Exhibit A attached hereto (the “Prior Special Tax Bonds”); and WHEREAS, this Agreement is being entered into for the purpose of providing the terms and conditions relating to the deposit and application of cash to provide for the defeasance and redemption of the outstanding Prior Authority Bonds and discharge of the outstanding Prior Special Tax Bonds in full, pursuant to and in accordance with the provisions of that certain Indenture of Trust, dated of October 1, 2014, by and between the Authority and the Prior Trustee, pertaining to the Prior Authority Bonds (the “Prior Indenture”) and the fiscal agent agreements, each dated as of October 1, 2014, by and between the Community Facilities District and the Prior Fiscal Agent, pertaining to each series of the Prior Special Tax Bonds (the “Prior Fiscal Agent Agreements” and, together with the Prior Indenture, the “Prior Issuance Documents”); and WHEREAS, the Authority has taken action to cause to be issued or delivered to the Escrow Bank for deposit in or credit to the 2014A Bonds Escrow Fund [cash and securities] in an amount sufficient to pay interest and principal on the Prior Authority Bonds when and as due and the Redemption Price of the Prior Authority Bonds on [September 2, 2024].
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
Definition of Defeasance Obligations
. As used herein, the term “Defeasance Obligations” means those investments identified in paragraph A of the Permitted Investments specified in Exhibit B to the Prior Indenture and which are non-callable.
Establishment of the 2014A Bonds Escrow Fund
.
There is hereby created the 2014A Bonds Escrow Fund (the “2014A Bonds Escrow Fund”). The 2014A Bonds Escrow Fund is to be held by the Escrow Bank until the Redemption Price of the Prior Authority Bonds plus accrued interest has been paid in full as an irrevocable escrow securing the payment of the Prior Authority Bonds as hereinafter set forth. All [cash and securities] in the 2014A Bonds Escrow Fund is hereby irrevocably pledged as a special fund for the payment of the principal of and interest on the Prior Authority Bonds in accordance with the provisions of the Prior Indenture. If at any time the Escrow Bank shall receive actual knowledge that the [cash and securities] in the 2014A Bonds Escrow Fund will not be sufficient to make any payments required by Section 3 hereof, the Escrow Bank shall notify the Authority and the Community Facilities District of such fact and the Authority and the Community Facilities District shall immediately cure such deficiency from any source of legally available funds.
Deposits into the 2014A Bonds Escrow Fund
.
On [DATE] (the “Closing Date”), the Authority shall cause to be transferred to the Escrow Bank for deposit into the 2014A Bonds Escrow Fund the amount of $[AMOUNT] in immediately available funds derived from the sources set forth in Part A of Exhibit C attached hereto and incorporated herein by this reference.
On the Closing Date, the Community Facilities District hereby instructs the Fiscal Agent for the Special Tax Refunding Bonds to transfer the amounts identified as “Transfers from the Proceeds of the Special Tax Refunding Bonds” set forth in Part A of Exhibit C hereto from the proceeds of each series of such Special Tax Refunding Bonds pursuant to the separate Fiscal Agent Agreements, dated as of [DATE], by and between the Community Facilities District and the Fiscal Agent related to each series of such Special Tax Refunding Bonds (collectively, the “Fiscal Agent Agreements”).
On the Closing Date, the Community Facilities District hereby instructs the Prior Fiscal Agent to transfer the amount identified as “Transfers from the Prepayment Fund for the Prior Special Tax Bonds” set forth in Part A of Exhibit C hereto from the Prepayment Account established pursuant to the Prior Fiscal Agent Agreements.
On the Closing Date, the Authority hereby instructs the Prior Trustee for the Prior Authority Bonds to withdraw the amounts identified as “Transfers from the Reserve Fund for the Prior Authority Bonds” set forth in Part A of Exhibit C remaining on deposit in the Reserve Fund for such Prior Authority Bonds established under the Prior Indenture and transfer such amounts to the Escrow Bank for deposit into the 2014A Bonds Escrow Fund.
On the Closing Date, the Escrow Bank shall acquire $[AMOUNT] in Defeasance Obligations in the form of [State and Local Government Series] securities as set forth in Exhibit D attached hereto and by this reference incorporated herein (the “Escrowed Defeasance Securities”). The remainder in the 2014A Bonds Escrow Fund ($[AMOUNT]) shall be held in cash uninvested (the “Cash”). The Cash shall be held by the Escrow Bank in the 2014A Bonds Escrow Fund therein solely for the uses and purposes set forth herein. The Escrowed Defeasance Securities shall be deposited with and held by the Escrow Bank in the 2014A Bonds Escrow Fund solely for the uses and purposes set forth herein.
The [Cash and Escrowed Defeasance Securities] shall be deposited with and held by the Escrow Bank in the 2014A Bonds Escrow Fund therein solely for the uses and purposes set forth herein. The Escrow Bank shall have no lien upon or right of set-off against such cash at any time on deposit in the 2014A Bonds Escrow Fund.
Simultaneously with and upon the irrevocable deposits made into the 2014A Bonds Escrow Fund to discharge the Prior Authority Bonds pursuant to the Prior Indenture, the entire indebtedness on the Prior Special Tax Bonds will be discharged in accordance with the Prior Fiscal Agent Agreement.
Instructions as to Application of Deposits in the 2014A Bonds Escrow Fund The total amount of [cash and securities] deposited in the 2014A Bonds Escrow Fund pursuant to Section 2(a) shall be applied by the Escrow Bank to the payment of the Redemption Price upon the redemption of the outstanding Prior Authority Bonds, all as shown in Exhibit D attached hereto and incorporated herein by this reference.
Application of Certain Terms of Prior Issuance Documents . Except as may be modified herein, all of the terms of the applicable Prior Issuance Documents relating to the redemption of and making of payments of principal of and interest and premium on the Prior Authority Bonds and protection, limitations on liability and indemnification of the Prior Trustee are incorporated in this Agreement as if set forth in full herein.
Proceedings for Redemption of Prior Authority Bonds and the Prior Special Tax Bonds . The Authority hereby irrevocably elects to redeem the Prior Authority Bonds in full pursuant to the Prior Indenture on [September 2, 2024] at the Redemption Price plus accrued interest, without premium.
By separate letters each dated [DATE], the Authority has previously instructed the Prior Trustee to give conditional notice of redemption for the Prior Authority Bonds pursuant to the Prior Indenture, and the Prior Trustee gave such notices on [DATE] at the expense of the Authority. The Authority hereby irrevocably instructs the Prior Trustee to provide notice of defeasance (within 10 days of the Closing Date) for the Prior Authority Bonds, as provided in the Prior Indenture in substantially the form shown in Exhibit E hereto.
The Authority, as the registered Owner of the Prior Special Tax Bonds, hereby waives the requirement, if any, that notice of the discharge, defeasance or redemption of the Prior Special Tax Bonds be given by the Prior Fiscal Agent pursuant to the applicable Prior Fiscal Agent Agreements.
Compensation to Escrow Bank
. The Authority shall pay the Escrow Bank full compensation agreed to in writing from time to time for its duties under this Agreement, including costs such as publication costs, redemption expenses, legal fees and expenses, and other costs, fees and expenses relating hereto. Under no circumstances shall amounts deposited in or credited to the 2014A Bonds Escrow Fund or the accounts therein be deemed to be available for said purposes.
Liabilities and Obligations of Escrow Bank
. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Agreement unless the Authority shall have deposited sufficient funds therefor with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Authority or its agents relating to any matter or action as Escrow Bank under this Agreement.
The Escrow Bank may consult with counsel of its own choice (which may be counsel to the Authority) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action in accordance with such opinion of counsel.
The Escrow Bank shall not be responsible for any of the recitals or representations contained herein.
The Escrow Bank shall not be liable for the accuracy of any calculations provided as to the sufficiency of the cash deposited with it to pay the principal, interest, or premiums, if any, on the Prior Authority Bonds.
The Escrow Bank shall not be liable for any action or omission of the Authority under this Agreement or the Prior Authority Bonds or act or omission of the Community Facilities District hereunder or under the Prior Special Tax Bonds.
Whenever in the administration of this Agreement the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Bank, be deemed to be conclusively proved and established by a certificate of an authorized representative of the Authority, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Bank, be full warrant to the Escrow Bank for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof.
The Escrow Bank may conclusively rely, as to the truth and accuracy of the statements and correctness of the opinions and the calculations provided, and shall be protected and indemnified, in action, or refraining from acting, upon any written notice, instruction, request, certificate, document or opinion furnished to the Escrow Bank which the Escrow Bank in good faith believes was signed or presented by the proper party, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion.
The Escrow Bank may at any time resign by giving written notice to the Authority of such resignation. The Authority shall promptly appoint a successor Escrow Bank by the resignation date. Resignation of the Escrow Bank will be effective upon acceptance of appointment by a successor Escrow Bank. If the Authority does not appoint a successor, the Escrow Bank (at the expense of the Authority) may petition any court of competent jurisdiction for the appointment of a successor Escrow Bank, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Bank. After receiving a notice of resignation of an Escrow Bank, the Authority may appoint a temporary Escrow Bank to replace the resigning Escrow Bank until the Authority appoints a successor Escrow Bank. Any such temporary Escrow Bank so appointed by the Authority shall immediately and without further act be superseded by the successor Escrow Bank so appointed.
The Authority and the Community Facilities District covenant to indemnify and hold harmless the Escrow Bank in its capacities as escrow bank, Prior Trustee, Prior Fiscal Agent and in its proprietary capacity, against any loss, liability, claim, damage, tax, or expense, including legal fees and expenses, incurred in connection with the performance of any of its duties hereunder, except the Escrow Bank shall not be indemnified against any loss, liability, claim, damage, tax, or expense resulting from its negligence or willful misconduct.
The Escrow Bank shall possess all the rights, powers, privileges, protections, benefits, indemnities and immunities that it possesses as Trustee under 2024 Indenture.
Amendment
. This Agreement may be amended by the parties hereto, but only if (a) there shall have been filed with the Authority, the Community Facilities District and the Escrow Bank a written opinion of Bond Counsel stating that such amendment will not materially adversely affect the interests of the owners of the Prior Authority Bonds, and that such amendment will not cause interest on the Prior Authority Bonds or the Series 2024 Bonds to become includable in the gross incomes of the owners thereof for federal income tax purposes; and (b) the Owners of all of the Prior Authority Bonds have consented to such amendment.
Merger or Consolidation
. Any entity into which the Escrow Bank may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion or consolidation to which it shall be a party or any entity to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business, shall be and become the successor to the Escrow Bank and vested with all of the title to the trust estate and all of the trusts, powers, discretion, immunities, privileges and all other matters as its predecessor possessed, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.
Execution in Counterparts
. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement and signature pages for all purposes.
Headings
. Any heading preceding the text of the several Sections hereof, any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Escrow Agreement, nor shall they affect its meaning, construction or effect.
Applicable Law
. This Agreement shall be governed by and construed in accordance with the laws of the State of California. .Termination; Unclaimed Money
. This Agreement shall terminate when the Prior Authority Bonds have been paid; provided, however, that (i) money held by the Escrow Bank pursuant to this Agreement for the payment and discharge of any of the Prior Authority Bonds (which shall not be payable as to interest from and after the date set for redemption) which remain unclaimed for two (2) years after such payments were due, shall be repaid by the Escrow Bank to the Authority free from the trust created by the Prior Indenture and this Agreement, and the Escrow Bank shall thereupon be released and discharged with respect thereto and hereto and all liability of the Escrow Bank with respect to such money shall thereupon cease and (ii) excess moneys held by the Escrow Bank not needed for the payment and discharge of the Prior Authority Bonds shall be transferred to the Revenue Fund under the 2024 Indenture. (Signature page follows)
IN WITNESS WHEREOF, the Authority and the Escrow Bank have each caused this Agreement to be executed by their duly authorized officers all as of the date first above written. san marcos public FINANCING authority
By:
Executive Director
CITY OF SAN MARCOS community facilities district no. 99-01 By:
City Manager
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Escrow Bank, Trustee, Prior Trustee and Prior Fiscal Agent By:
Authorized Officer
-Signature Page-
Escrow Deposit and Trust Agreement
EXHIBIT A
PRIOR SPECIAL TAX BONDS
The Prior Special Tax Bonds which are subject to this Escrow Agreement are as follows:
$1,475,359.26 City of San Marcos Community Facilities District No. 99-01 Improvement Area A1 Special Tax Refunding Bonds, Series 2014. $1,562,336.46 City of San Marcos Community Facilities District No. 99-01 Improvement Area A2 Special Tax Refunding Bonds, Series 2014. $1,481,085.88 City of San Marcos Community Facilities District No. 99-01 Improvement Area B1 Special Tax Refunding Bonds, Series 2014. $1,266,764.81 City of San Marcos Community Facilities District No. 99-01 Improvement Area B2 Special Tax Refunding Bonds, Series 2014. $2,403,561.51 City of San Marcos Community Facilities District No. 99-01 Improvement Area C1 Special Tax Refunding Bonds, Series 2014. $1,293,335.80 City of San Marcos Community Facilities District No. 99-01 Improvement Area D1 Special Tax Refunding Bonds, Series 2014. $2,555,000.00 City of San Marcos Community Facilities District No. 99-01 Improvement Area F2/V2 Special Tax Refunding Bonds, Series 2014. $948,429.42 City of San Marcos Community Facilities District No. 99-01 Improvement Area G3 Special Tax Refunding Bonds, Series 2014. $1,029,351.34 City of San Marcos Community Facilities District No. 99-01 Improvement Area H1A Special Tax Refunding Bonds, Series 2014. $957,906.19 City of San Marcos Community Facilities District No. 99-01 Improvement Area H1B Special Tax Refunding Bonds, Series 2014. $3,715,000.00 City of San Marcos Community Facilities District No. 99-01 Improvement Area J Special Tax Refunding Bonds, Series 2014. $3,004,456.51 City of San Marcos Community Facilities District No. 99-01 Improvement Area M Special Tax Refunding Bonds, Series 2014. $1,856,315.82 City of San Marcos Community Facilities District No. 99-01 Improvement Area N1 Special Tax Refunding Bonds, Series 2014. $1,746,324.14 City of San Marcos Community Facilities District No. 99-01 Improvement Area N2 Special Tax Refunding Bonds, Series 2014. $1,937,773.71 City of San Marcos Community Facilities District No. 99-01 Improvement Area R1 Special Tax Refunding Bonds, Series 2014. $1,525,227.84 City of San Marcos Community Facilities District No. 99-01 Improvement Area R2 Special Tax Refunding Bonds, Series 2014. $2,185,000.00 City of San Marcos Community Facilities District No. 99-01 Improvement Area V1A Special Tax Refunding Bonds, Series 2014.
EXHIBIT B
SPECIAL TAX REFUNDING BONDS
The Special Tax Refunding Bonds include the following:
$[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area A1 Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA A1 Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area A2 Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA A2 Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area B1 Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA B1 Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area B2 Special Tax Refunding Bonds, Series 2024 (CFD No. 99-01 IA B2 Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area C1 Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA C1 Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area D1 Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA D1 Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area F2/V2 Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA F2/V2 Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area G3 Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA G3 Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area H1A Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA H1A Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area H1B Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA H1B Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area J Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA J Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area M Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA M Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area N1 Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA N1 Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area N2 Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA N2 Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area R1 Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA R1 Bonds”); $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area R2 Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA R2 Bonds”); and $[__] City of San Marcos Community Facilities District No. 99-01 Improvement Area V1A Special Tax Refunding Bonds, Series 2024 (“CFD No. 99-01 IA V1A Bonds”).
EXHIBIT C
SOURCES OF FUNDS FOR DEPOSIT TO THE ESCROW ACCOUNTS
Part A - Transfers to and Deposits in the 2014A Bonds Escrow Fund:
Transfers from the proceeds of the Special Tax Refunding Bonds:
Amount of Deposit
CFD No. 99-01 IA A1 Bonds
CFD No. 99-01 IA A2 Bonds
CFD No. 99-01 IA B1 Bonds
CFD No. 99-01 IA B2 Bonds
CFD No. 99-01 IA C1 Bonds
CFD No. 99-01 IA D1 Bonds
CFD No. 99-01 IA F2/V2 Bonds
CFD No. 99-01 IA G3 Bonds
CFD No. 99-01 IA H1A Bonds
CFD No. 99-01 IA H1B Bonds
CFD No. 99-01 IA J Bonds
CFD No. 99-01 IA M Bonds
CFD No. 99-01 IA N1 Bonds
CFD No. 99-01 IA N2 Bonds
CFD No. 99-01 IA R1 Bonds
CFD No. 99-01 IA R2 Bonds
CFD No. 99-01 IA V1A Bonds
Total Transfers from Proceeds of Special Tax Refunding Bonds Transfers from the Prepayment Fund for the Prior Authority Bonds:
Transfers from the Reserve Fund for the Prior Authority Bonds:
Total Deposits:
EXHIBIT D
REDEMPTION PAYMENT
ON THE PRIOR AUTHORITY BONDS/
ESCROWED DEFEASANCE SECURITIES
Prior Authority Bonds
Date
Principal
Interest
Total
[September 2, 2024]
Escrowed Defeasance Securities
Type of Security
Type of SLGS
Maturity
Date
First Int
Pmt Date
Par
Amount
Rate
Max Rate
EXHIBIT E
FORM OF NOTICE OF DEFEASANCE
$32,395,000
San Marcos Public Financing Authority
Special Tax Revenue Refunding Bonds, Series 2014A
Dated Date
Maturity Date
(September 1)
Principal Amount
Interest Rate
CUSIP
October 23, 2014
2024
$1,375,000.00
5.00%
79876ADE9
October 23, 2014
2025
1,455,000.00
5.00 79876ADF6
October 23, 2014
2026
1,535,000.00
5.00 79876ADG4
October 23, 2014
2027
1,585,000.00
5.00 79876ADH2
October 23, 2014
2028
1,665,000.00
5.00 79876ADJ8
October 23, 2014
2029
1,750,000.00
5.00 79876ADK5
October 23, 2014
2030
1,835,000.00
5.00 79876ADL3
October 23, 2014
2031
1,930,000.00
5.00 79876ADM1
October 23, 2014
2032
2,060,000.00
5.00 79876ADN9
October 23, 2014
2033
1,985,000.00
5.00 79876ADP4
October 23, 2014
2038
3,275,000.00
5.00 79876ADQ2
NOTICE IS HEREBY GIVEN to the Owners of the San Marcos Public Financing Authority Special Tax Revenue Refunding Bonds, Series 2014A (the “Bonds”) executed and delivered pursuant to that certain Indenture of Trust, dated as of October 1, 2014 (the “Indenture”), by and between U.S. Bank Trust Company, National Association, successor to MUFG Union Bank, N.A., as trustee (the “trustee”), and the San Marcos Public Financing Authority (the “Authority”), that on [DATE], the Authority issued and delivered its San Marcos Public Financing Authority Special Tax Revenue Refunding Bonds, Series 2024 (the “Refunding Bonds”). On such date, a portion of the proceeds of the Refunding Bonds, together with other available amounts, were used to deposit moneys and Defeasance Obligations (as defined in the Indenture), which do not contain provisions permitting the redemption thereof other than at the option of the holder, with U.S. Bank Trust Company, National Association, as Trustee, Prior Trustee, Fiscal Agent, Prior Fiscal Agent and escrow bank (the “Escrow Bank”), pursuant to that certain Escrow Deposit and Trust Agreement, dated as of [DATE], by and among the Authority, City of San Marcos Community Facilities District No. 99-01, and the Escrow Bank.
The moneys and Defeasance Obligations, the principal of and the interest on which when due, and without any reinvestment thereof, on deposit with the Escrow Bank will provide moneys which shall, as verified by a nationally recognized firm of independent certified public accountants, be sufficient to (i) redeem the outstanding Bonds on [September 2, 2024], at a prepayment price equal to 100% of the principal evidenced by the Bonds to be redeemed, plus unpaid accrued interest evidenced thereby to the redemption date, without premium. Accordingly, the deposit of moneys or Defeasance Obligations required by the Indenture has been made with the Escrow Bank, and the Bonds are deemed to have been paid in accordance with the Indenture. [ADD TRUSTEE DISCLAIMERS, IF ANY]
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION., as Trustee cc: Assured Guaranty Municipal Corp.
B-1
61012.00014\42019761.561012.00014\42019761.5
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C-1
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D-1
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E-1
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-ii-
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-i-
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S-1
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A-2
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DRAFT 5.6.03
Table of Contents
(continued)
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Table of Contents
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DRAFT 5.6.03