Item 33 - Pension Debt Refinancing and Related Bond Financing

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13 4846-5351-8811v3/200434-0005 “S&P” means S&P Global Ratings, LLC, a Standard & Poor’s Financial Services LLC business, and its successors, and, if such company shall for any reason no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized rating agency designated by the City. “Securities Depositories” means any of The Depository Trust Company or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other securities depositories, or if no such depositories, as the City may indicate in a certificate of the City delivered to the Trustee. “State” means the State of California. “Total Bond Obligation” means, as of any date of calculation, the aggregate principal amount of the Bonds then Outstanding. “Trust Agreement” means this Trust Agreement dated as of __________ 1, 2021 between the City and the Trustee, as it may be amended, supplemented or otherwise modified from time to time. “Trustee” means the entity named as such in the heading of this Trust Agreement until a successor replaces it, and thereafter means such successor. “Unfunded Liability” has the meaning assigned that term in the Recitals to this Trust Agreement. Section 1.02 Other Definitional Provisions. Except as otherwise indicated, references to Articles and Sections are to the Articles and Sections of this Trust Agreement. Any of the terms defined in Section 1.01 may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. ARTICLE II THE BONDS Section 2.01 Issuance of Bonds; Form; Dating. Bonds may be issued by the City under the terms of this Trust Agreement only to refund the City’s Unfunded Liability under the PERS Contract and the Retirement Law and to pay the Costs of Issuance in connection with the issuance of the Bonds. The Bonds shall be designated “City of Santa Ana Taxable Pension Obligation Bonds, Series 2021” and shall be issued in Authorized Denominations. The Bonds shall be issued hereunder in the aggregate principal amount of $__________. Interest on the Bonds shall be payable on each __________ 1 and __________ 1, commencing __________ 1, 20__. Section 2.02 Description of the Bonds. Each Bond shall be issued in fully registered form and shall be numbered as determined by the Trustee. The Bonds shall be dated the Closing Date. The Bonds shall be issued in Authorized Denominations; provided, however, that the Bonds shall initially be Book-Entry Bonds. The Bonds shall mature on the dates, in the principal amounts, and interest thereon shall be computed at the rates, as shown below: