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FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT
This Fifth Amendment to Reimbursement Agreement dated March 31, 2026 (this “Amendment”), among Wells Fargo Bank, National Association , a national banking association (the “ Bank”), the City of San Mateo Joint Powers Financing Authority (the “Authority”) and the City of San Mateo (the “City”).
W I T N E S S E T H
WHEREAS, the Authority, the City and the Bank have heretofore entered into that certain Reimbursement Agreement dated as of February 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “ Agreement”), in connection with the issuance by the Bank of its Letter of Credit No. NZS634139 to support the Authority’s Variable Rate Demand Lease Revenue Bonds (Public Safety Project) Series 2007A (the “Bonds”); and
WHEREAS, in connection with the Agreement, the Authority, the City and the Bank have entered into that certain Second Amended and Restated Fee Agreement dated March 31, 2026 , with respect to certain fees payable by the City to the Bank; and
WHEREAS, the City has requested that the Bank agree to extend the Expiration Date and to make certain other amendments to the Agreement , and the Bank has agreed to such extension and such other amendments on the terms more fully described herein; and NOW, THEREFORE, in consideration of the premises, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENTS.
Upon satisfaction of the conditions precedent set forth in Section 3 hereof, the Agreement is hereby amended as follows:
1.01. Section 7 of the Agreement is hereby amended by the addition of a new Section 7(v) thereto to read as follows:
(v) Resolutions of the City and the Authority. Not later than April 30, 2026, the City shall deliver to the Bank (i) a true, correct and complete copy of the resolution duly adopted by the City Council of the City ratifying the execution, delivery and performance of the Fifth Amendment to Reimbursement Agreement, the Fee Agreement and the transactions contemplated thereby and (ii) a true, correct and complete copy of the resolution duly adopted by the governing board of the Authority ratifying the execution, delivery and performance of the Fifth Amendment to Reimbursement Agreement, the Fee Agreement and the transactions contemplated thereby.
1.02. Section 17 of the Agreement is hereby amended by the addition of the following defined terms to be inserted in the appropriate alphabetical order to read as follows:
“Fee Agreement” means that certain Second Amended and Restated Fee Agreement dated March 31, 2026, among the Authority, the City and the Bank, as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. “Fifth Amendment to Reimbursement Agreement” means that certain Fifth Amendment to Reimbursement Agreement dated March 31, 2026, among the Authority, the City and the Bank. 2 4910-9913-3844.9
1.03. The Agreement is hereby amended by the addition of a new Section 33 thereto to read as follows:
Section 33. US QFC Stay Rules.
(a) Recognition of U.S. Resolution Regimes. In the event that any party that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest and obligation in or under this Agreement and any property securing this Agreement ) from such Covered Entity will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any such interest, obligation and property) were governed by the laws of the United States or a state of the United States. In the event that any party that is a Covered Entity or a BHC Act Affiliate of such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights agai nst such party with respect to this Agreement are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. The requirements of this paragraph (a) apply notwithstanding the provisions of paragraph (b).
(b) Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement or any related agreement, but subject to the requirements of paragraph (a), no party to this Agreement shall be permitted to exercise any Default Right against a party that is a Covered Entity wit h respect to this Agreement that is related, directly or indirectly, to a BHC Act Affiliate of such Covered Entity becoming subject to Insolvency Proceedings, except to the extent the exercise of such Default Right would be permitted under 12 C.F.R. § 252. 84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Act Affiliate of a party that is a Covered Entity has become subject to Insolvency Proceedings, any party that seeks to exercise a Default Right against such Covered Entity with respect to this Agreement shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.
(c) For purposes hereof, the following terms have the following meanings:
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
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“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“Insolvency Proceeding” means a receivership, insolvency, liquidation, resolution, or similar proceeding.
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
1.04. The Agreement is hereby amended by amending and restating the Bank’s notice information appearing on the signature page thereto to read as follows:
Address for Notices:
Wells Fargo Bank, National Association
Government & Institutional Banking
1655 Grant Street 3rd Floor
Concord, California 94520
Attention: Zina Monroe
Telephone: (925) 852-1061
Fax: (877) 357-2406
Email: [email protected]
With copy to:
Wells Fargo Bank, National Association
Government Banking
1700 Lincoln St., Floor 9
Denver, Colorado 80203
Attention: Mike R. Cook
Telephone: (303) 358-3042
Email: [email protected]
SECTION 2. REQUEST TO EXTEND THE EXPIRATION DATE.
The City hereby requests that the Bank extend the Expiration Date to April 5, 2029, and the Bank agrees to such request and will deliver to the Trustee an amendment to the letter of credit substantially in the form attached hereto as Exhibit A to effectuate such extension.
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of or waiver by the Bank in its sole discretion of all of the following conditions precedent (such satisfaction to be evidenced by the Bank’s execution and delivery of this Amendment):
3.01. Delivery by each of the City and the Authority of an executed counterpart of this Amendment. 4 4910-9913-3844.9
3.02. Delivery by the Bank of the executed Amendment to Irrevocable Letter Credit, as set forth on Exhibit A.
3.03. Delivery by each of the City and the Authority of (i) an authorizing resolution related to this transaction and (ii) certificate of incumbency evidencing the authority of the respective signatory to this Amendment.
3.04. Payment by the City of all fees and expenses of counsel to the Bank relating to this Amendment.
3.05. Payment by the City of an amendment fee equal to $2,500.
3.06. Delivery by the City of such other documents, certificates and opinions as the Bank or the Bank’s counsel shall reasonably request.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
The City hereby represents and warrants as follows:
4.01. It is a municipal corporation and charter city, validly existing and in good standing under the laws of the State of California.
4.02. The execution, delivery and performance by the City of this Amendment and the Agreement, as amended hereby, are within its corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the City’s organizational documents, or (ii) any applicable law or any applicable material contractual restriction binding on or affecting the City.
4.03. The following statements are true and correct as of the date hereof: (a) the representations and warranties of the City contained in Section 6 of the Agreement are true and correct on and as of the date hereof as though made on and as of such date (except to the extent the same expressly relate to an earlier date); and (b) no Default or Event of Default has occurred and is continuing as of the date hereof.
4.04. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body not otherwise obtained is required for the due execution, delivery and performance by the City of this Amendment or the Agreement, as amended hereby.
4.05. This Amendment and the Agreement, as amended hereby, constitute legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms.
SECTION 5. MISCELLANEOUS.
Except as specifically amended or waived herein, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in any note, document, agreement, letter, certificate, the Agreement itself, or any communication issued or made subsequent to or with respect to the Agreement, it being hereby agreed that any reference to the Agreement shall be sufficient to refer to the Agreement as hereby amended. In case any one or more of the provisions contain ed herein should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired hereby. All capitalized terms used herein without definition shall have the same meanings herein as they have in the Agreement. 5 4910-9913-3844.9
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES.
This Amendment may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. This Amendment may be delivered by the exchange of signed signature pages by facsimile transmission or by e-mail with a pdf copy or other replicating image attached, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. [Signature Page Follows]
EXHIBIT A
AMENDMENT TO
IRREVOCABLE STANDBY LETTER OF CREDIT
Number: NZS634139
Amendment Number: 6
Amend Date: March 31, 2026
BENEFICIARY APPLICANT
The Bank of New York Mellon Trust
Company, N.A.
550 Kearny Street, 6th Floor
Attn: Corporate Trust Dept.
San Francisco, California 94108
City of San Mateo
330 W. 20th Ave
San Mateo, California 94403
Ladies and Gentlemen:
At the request and for the account of the above referenced applicant, we hereby amend our Irrevocable Letter of Credit (the “Wells Credit”) in your favor as follows:
The date of expiry is amended to April 5, 2029.
All other terms and conditions remain unchanged.
This Amendment is to be attached to the original Wells Credit and is an integral part thereof.
Very Truly Yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: ______________________________________
Authorized Signature
The original of the Letter of Credit contains an embossed seal over the Authorized Signature.
Please direct any written correspondence or inquiries regarding this Letter of Credit, always quoting our reference number, to Wells Fargo Bank, National Association, Attn: U.S. Standby Trade Services, 1525 W W.T. HARRIS BLVD., MAC D1116-026, CHARLOTTE, NC 28262.
Phone inquires regarding this credit should be directed to our Standby Customer Connection Professionals
1-800-798-2815 Option 1
(Hours of Operation: 8:00 a.m. PT to 5:00 p.m. PT)
1-800-776-3862 Option 2
(Hours of Operation: 8:00 a.m. EST to 5:00 p.m. EST)