$56,050,000 CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK TAX-EXEMPT REFUNDING REVENUE BONDS (THE J. PAUL GETTY TRUST) SERIES 2012A-1

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1 NEW ISSUE - BOOK-ENTRY ONLY RATINGS: Moody s: Aaa S&P: AAA In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Infrastructure Bank, based upon an analysis of existing laws, regulations, rulings and court decisions and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2012A-1 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of In the further opinion of Bond Counsel, interest on the Series 2012A-1 Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Interest on the Bonds is exempt from State of California personal income taxes. Bond Counsel observes that interest on the Series 2012A-2 Bonds is not excluded from gross income for federal income tax purposes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See TAX MATTERS. Dated: Date of Delivery $56,050,000 CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK TAX-EXEMPT REFUNDING REVENUE BONDS (THE J. PAUL GETTY TRUST) SERIES 2012A-1 and $12,880,000 CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK TAXABLE REFUNDING REVENUE BONDS (THE J. PAUL GETTY TRUST) SERIES 2012A-2 Due: October 1, as set forth on inside cover The California Infrastructure and Economic Development Bank Tax-Exempt Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-1 (the Series 2012A-1 Bonds ) and the California Infrastructure and Economic Development Bank Taxable Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-2 (the Series 2012A-2 Bonds, and together with the Series 2012A-1 Bonds, the Bonds and each a Series of Bonds ) will be issued pursuant to the terms of the Act (as defined herein) and the Indenture (as defined herein). The Bonds are being issued by the California Infrastructure and Economic Development Bank (the Infrastructure Bank ), which will loan the proceeds of the Bonds to THE J. PAUL GETTY TRUST (the Getty Trust ) pursuant to the Loan Agreement (as defined herein). The Bonds will be paid solely from amounts received from the Getty Trust pursuant to the Loan Agreement. The Getty Trust will use, or cause to be used, the proceeds of the Series 2012A-1 Bonds to refund all of the Refunded Bonds (as defined herein) and pay Costs of Issuance (as defined herein) and the proceeds of the Series 2012A-2 Bonds, together with available funds of the Getty Trust, to pay interest rate swap termination payments and related payments due in connection with the termination of two interest rate swap agreements and pay Costs of Issuance, in each case as further described herein. See ESTIMATED SOURCES AND USES OF PROCEEDS and PLAN OF REFUNDING. The Infrastructure Bank will issue the Bonds in book-entry form only, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ), the securities depository for the Bonds, in denominations of $5,000 or any integral multiple thereof. Purchasers of the Bonds will not receive physical certificates representing their ownership interests in the Bonds. Interest on the Bonds is payable commencing on April 1, 2012 and semiannually thereafter on April 1 and October 1 of each year. The Bank of New York Mellon Trust Company, N.A. as bond trustee under the Indenture, will remit payments of principal or Redemption Price of and interest on the Bonds, to DTC. DTC in turn will remit such payments to its participants for subsequent disbursement to the beneficial owners of the Bonds. See APPENDIX F BOOK-ENTRY ONLY SYSTEM. The Series 2012A-1 Bonds maturing on or before October 1, 2021 and the Series 2012A-2 Bonds are not subject to redemption. The Series 2012A-1 Bonds maturing on or after October 1, 2022 are subject to redemption as described herein. See THE BONDS Redemption. The Getty Trust s obligation under the Loan Agreement to make Loan Repayments which will be used to pay principal of and interest on the Bonds constitutes an unsecured general obligation of the Getty Trust. See SECURITY FOR THE BONDS. The Getty Trust has other unsecured general obligations outstanding. See LONG-TERM DEBT SERVICE REQUIREMENTS and APPENDIX A THE J. PAUL GETTY TRUST THE GETTY TRUST S FINANCIAL OPERATIONS Outstanding Debt. Moreover, the Getty Trust is not restricted by the Loan Agreement or otherwise from incurring additional indebtedness. Such additional indebtedness, if incurred, may be either secured or unsecured and may be entitled to payment prior to payment on the Bonds. See SECURITY FOR THE BONDS. MATURITIES, AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND CUSIP NUMBERS SEE INSIDE COVER THE BONDS ARE LIMITED OBLIGATIONS OF THE INFRASTRUCTURE BANK AND ARE NOT A LIEN OR CHARGE UPON THE FUNDS OR PROPERTY OF THE INFRASTRUCTURE BANK, EXCEPT TO THE EXTENT OF THE PLEDGE AND THE ASSIGNMENT PROVIDED FOR IN THE INDENTURE. NEITHER THE STATE OF CALIFORNIA NOR THE INFRASTRUCTURE BANK SHALL BE OBLIGATED TO PAY THE PRINCIPAL OR REDEMPTION PRICE OF THE BONDS OR THE INTEREST THEREON, EXCEPT FROM REVENUES RECEIVED BY THE INFRASTRUCTURE BANK. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS. THE INFRASTRUCTURE BANK HAS NO TAXING POWER. THE BONDS ARE NOT A DEBT OF THE STATE OF CALIFORNIA AND SAID STATE IS NOT LIABLE FOR PAYMENT THEREOF. This cover page contains certain information for quick reference only. It is not intended to be a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are offered by the Underwriters, when, as and if issued by the Infrastructure Bank and accepted by the Underwriters, subject to the approval of the validity of the Bonds and certain other legal matters by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Infrastructure Bank, and subject to other conditions. Certain legal matters will be passed upon for the Infrastructure Bank by its General Counsel, for the Getty Trust by its General Counsel and by its outside counsel, Nixon Peabody LLP, and its special tax counsel, Caplin & Drysdale, Chartered, and for the Underwriters by their counsel O Melveny & Myers LLP. It is expected that the Bonds will be available for delivery to DTC in New York, New York on or about February 22, MORGAN STANLEY Dated: February 1, 2012 ESTRADA HINOJOSA & COMPANY, INC.

2 $56,050,000 California Infrastructure and Economic Development Bank Tax-Exempt Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-1 Maturity (October 1) Amount Interest Rate Yield CUSIP* 2014 $1,840, % 0.350% 13034AAW ,150, AAX ,380, AAY ,525, AAZ ,725, ABA ,000, ABB ,080, ABG ,190, ABC ,500, ABD ,655, ABE ,005, ABF6 $12,880,000 California Infrastructure and Economic Development Bank Taxable Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-2 Maturity (October 1) Amount Interest Rate Price CUSIP* 2012 $4,850, % 100% 13034ABH ,890, ABJ ,140, ABK5 * Copyright 2012, American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor s Financial Services LLC on behalf of The American Bankers Association, and is set forth herein for convenience of reference only. None of the Infrastructure Bank, the Getty Trust or the Underwriters assumes any responsibility for the accuracy of such CUSIP numbers.

3 In connection with the offering of the Bonds, the Underwriters may overallot or effect transactions which stabilize or maintain the market price of the Bonds at levels above those which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. No representation is made that past experience, as it might be shown by financial and other information, will necessarily continue or be repeated in the future. See FORWARD- LOOKING STATEMENTS. No dealer, broker, salesperson, or any other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering made hereby, and, if given or made, such information or representations must not be relied upon as having been authorized by the Infrastructure Bank, the Getty Trust or the Underwriters. This Official Statement does not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. The Bonds have not been registered with the Securities and Exchange Commission (the SEC ) under the Securities Act of 1933, as amended, in reliance upon an exemption contained in such act. The Indenture has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon an exemption contained in such act. The Bonds have not been approved or disapproved by the SEC or by the securities commission or any regulatory authority of any state, nor has the SEC or any state securities commission or regulatory authority passed upon or endorsed the merits of this offering or the accuracy or the adequacy of this Official Statement. Any representation to the contrary is a criminal offense. The information set forth herein under the captions THE INFRASTRUCTURE BANK and ABSENCE OF MATERIAL LITIGATION The Infrastructure Bank has been furnished by the Infrastructure Bank. Such information is believed to be reliable but is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Getty Trust. The authorization of the Infrastructure Bank of the distribution of this Official Statement shall not be construed as a representation that the Infrastructure Bank has reviewed or approved the accuracy or completeness of this Official Statement other than the information under the captions THE INFRASTRUCTURE BANK and ABSENCE OF MATERIAL LITIGATION The Infrastructure Bank. The information concerning DTC and DTC s book-entry system set forth in APPENDIX F BOOK-ENTRY ONLY SYSTEM has been furnished by DTC. Such information is believed to be reliable but is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Infrastructure Bank or the Getty Trust. All other information set forth herein has been obtained from the Getty Trust and other sources that are believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Infrastructure Bank. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Bonds made hereunder shall create under any circumstances any indication that there has been no change in the affairs of the Infrastructure Bank, the Getty Trust, DTC or any other person or entity since the date hereof.

4 The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with and as part of its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. Statements in this Official Statement are made as of the date hereof and neither the delivery of this Official Statement at any time, nor any sales hereunder, shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to the date hereof. The references to Internet websites in this Official Statement are shown for reference and convenience only; unless explicitly stated to the contrary, the information contained within the websites and any links contained within those websites are not incorporated herein by reference and do not constitute part of this Official Statement. In making an investment decision, investors must rely on their own examinations of the terms of the offering, including the credit and other risks involved. Prospective investors should not construe the contents of this Official Statement as legal, tax or investment advice.

5 TABLE OF CONTENTS Page INTRODUCTION... 1 Purpose of the Bonds... 1 The Getty Trust... 1 The Bonds... 2 Security for the Bonds... 2 Outstanding Indebtedness... 3 Certain Information Related to This Official Statement... 3 THE INFRASTRUCTURE BANK... 4 PLAN OF REFUNDING... 4 ESTIMATED SOURCES AND USES OF PROCEEDS... 5 THE BONDS... 5 General... 5 Redemption... 6 Book-Entry Only System... 9 SECURITY FOR THE BONDS... 9 General... 9 Other Indebtedness of the Getty Trust Loan Agreement Additional Payments CERTAIN INVESTMENT CONSIDERATIONS General Limited Obligation of the Infrastructure Bank Tax-Exempt Status Investment of Funds Risk Acts of Terrorism Seismic Risks and Other Natural Disasters Bankruptcy and Other Factors that Could Affect Security for the Bonds LONG-TERM DEBT SERVICE REQUIREMENTS TAX MATTERS Series 2012A-1 Bonds (Tax-Exempt) Series 2012A-2 Bonds (Taxable) i-

6 TABLE OF CONTENTS (continued) Page Internal Revenue Service Circular 230 Notice FORWARD-LOOKING STATEMENTS ABSENCE OF MATERIAL LITIGATION The Infrastructure Bank The Getty Trust UNDERWRITING FINANCIAL ADVISOR APPROVAL OF LEGALITY RATINGS CONTINUING DISCLOSURE MISCELLANEOUS APPENDIX A THE J. PAUL GETTY TRUST... A-1 APPENDIX B FINANCIAL STATEMENTS OF THE GETTY TRUST FOR THE YEARS ENDING JUNE 30, 2011 AND B-1 APPENDIX C SUMMARY OF PRINCIPAL DOCUMENTS... C-1 APPENDIX D FORM OF BOND COUNSEL OPINION... D-1 APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT... E-1 APPENDIX F BOOK-ENTRY ONLY SYSTEM... F-1 -ii-

7 OFFICIAL STATEMENT $56,050,000 CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK TAX-EXEMPT REFUNDING REVENUE BONDS (THE J. PAUL GETTY TRUST) SERIES 2012A-1 and $12,880,000 CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK TAXABLE REFUNDING REVENUE BONDS (THE J. PAUL GETTY TRUST) SERIES 2012A-2 INTRODUCTION This Introduction contains only a brief summary of certain of the terms of the Bonds being offered and a brief description of the Official Statement. All statements contained in this Introduction are qualified in their entirety by reference to the entire Official Statement. References to, and summaries of, provisions of the Indenture, the Loan Agreement and any other documents referred to herein do not purport to be complete and such references and summaries are qualified in their entirety by reference to the complete provisions of such documents. Purpose of the Bonds The California Infrastructure and Economic Development Bank (the Infrastructure Bank ) will loan the proceeds of the California Infrastructure and Economic Development Bank Tax-Exempt Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-1 (the Series 2012A-1 Bonds ) and the California Infrastructure and Economic Development Bank Taxable Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-2 (the Series 2012A-2 Bonds, and together with the Series 2012A-1 Bonds, the Bonds and each a Series of Bonds ) to The J. Paul Getty Trust (the Getty Trust ) pursuant to a Loan Agreement, dated as of February 1, 2012 (the Loan Agreement ), between the Infrastructure Bank and the Getty Trust. The proceeds of the Series 2012A-1 Bonds will be used to refund all of the Refunded Bonds (as defined herein) and pay Costs of Issuance (as defined herein) and the proceeds of the Series 2012A-2 Bonds, together with available funds of the Getty Trust, will be used to pay interest rate swap termination payments and related payments due in connection with the termination of two interest rate swap agreements and pay Costs of Issuance, in each case as further described herein. See ESTIMATED SOURCES AND USES OF PROCEEDS and PLAN OF REFUNDING. The Getty Trust The Getty Trust, a California charitable trust and private operating foundation within the meaning of Section 4942(j)(3) of the Internal Revenue Code (the Code ) and an organization described in Section 501(c)(3) of the Code, is an international cultural and philanthropic 1

8 institution that focuses on the visual arts in all their dimensions, recognizing their capacity to inspire and strengthen humanistic values. The Getty Trust is based at the Getty Center in Los Angeles, California and at the Getty Villa in Malibu, California. Additional information regarding the Getty Trust, including important information regarding the financial condition of the Getty Trust, is set forth in APPENDIX A THE J. PAUL GETTY TRUST and in APPENDIX B FINANCIAL STATEMENTS OF THE GETTY TRUST FOR THE YEARS ENDING JUNE 30, 2011 AND 2010, both of which prospective investors should read in their entirety. The Bonds The Infrastructure Bank will issue the Bonds under and pursuant to the Constitution and laws of the State of California (the State of California or State ), particularly the Bergeson- Peace Infrastructure and Economic Development Bank Act, constituting Division I of Title 6.7 (commencing with Section 63000) of the California Government Code (the Act ), and a Bond Indenture, dated as of February 1, 2012 (the Indenture ), between the Infrastructure Bank and The Bank of New York Mellon Trust Company, N.A., as bond trustee (the Bond Trustee ) under the Indenture. The Infrastructure Bank will loan the proceeds of the Bonds to the Getty Trust pursuant to the Loan Agreement. The Infrastructure Bank will issue the Bonds in book-entry form only, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ), the securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book-entry-only form in denominations of $5,000 or any integral multiple thereof. Purchasers of the Bonds will not receive physical certificates representing their ownership interests in the Bonds. The Bonds will be dated the date of their initial issuance. Interest on the Bonds is payable commencing on April 1, 2012 and semiannually thereafter on April 1 and October 1 of each year. The principal or Redemption Price of and interest on the Bonds are payable by The Bank of New York Mellon Trust Company, N.A. as bond trustee under the Indenture (the Bond Trustee), to DTC. Upon receipt of payments of principal or Redemption Price of and interest on the Bonds, DTC in turn will remit such payments to its participants for subsequent disbursement to the beneficial owners of the Bonds, as more fully described herein. See APPENDIX F BOOK-ENTRY ONLY SYSTEM. The Series 2012A-1 Bonds maturing on or before October 1, 2021 and the Series 2012A- 2 Bonds are not subject to redemption. The Series 2012A-1 Bonds maturing on or after October 1, 2022 are subject to redemption as described herein. See THE BONDS Redemption. Security for the Bonds Under the Indenture, the Bonds are secured by a pledge of the Revenues and any other amounts held in the funds or accounts established pursuant to the Indenture (other than the Rebate Fund). The Revenues consist principally of the Loan Repayments to be made by the Getty Trust under the Loan Agreement. The Getty Trust s obligation under the Loan Agreement to make Loan Repayments which will be used to pay principal of and interest on the Bonds constitutes an unsecured general obligation of the Getty Trust. The Getty Trust has other unsecured general obligations outstanding. The Getty Trust is not restricted by the Loan 2

9 Agreement or otherwise from incurring additional indebtedness. Such additional indebtedness, if incurred, may be either secured or unsecured and may be entitled to payment prior to payment on the Bonds. See SECURITY FOR THE BONDS. THE BONDS ARE LIMITED OBLIGATIONS OF THE INFRASTRUCTURE BANK AND ARE NOT A LIEN OR CHARGE UPON THE FUNDS OR PROPERTY OF THE INFRASTRUCTURE BANK, EXCEPT TO THE EXTENT OF THE PLEDGE AND THE ASSIGNMENT PROVIDED FOR IN THE INDENTURE. NEITHER THE STATE OF CALIFORNIA NOR THE INFRASTRUCTURE BANK SHALL BE OBLIGATED TO PAY THE PRINCIPAL OR REDEMPTION PRICE OF THE BONDS OR THE INTEREST THEREON, EXCEPT FROM REVENUES RECEIVED BY THE INFRASTRUCTURE BANK. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS. THE INFRASTRUCTURE BANK HAS NO TAXING POWER. THE BONDS ARE NOT A DEBT OF THE STATE OF CALIFORNIA AND SAID STATE IS NOT LIABLE FOR PAYMENT THEREOF. Outstanding Indebtedness As of December 31, 2011, the outstanding indebtedness of the Getty Trust totaled approximately $615.7 million. This indebtedness included (i) $68,450,000 outstanding principal amount of Refunded Bonds described in this Official Statement; (ii) $270,475,000 outstanding principal amount of bonds issued in October 2007 to refinance taxable indebtedness of the Getty Trust the proceeds of which were used for art acquisitions; and (iii) $276,800,000 outstanding principal amount of bonds issued in December 2011 to refund and retire tax-exempt indebtedness of the Getty Trust the proceeds of which were used to finance the renovation, construction, furnishing and equipping of a museum and related facilities owned and operated by the Getty Trust and located in Los Angeles. See APPENDIX A THE J. PAUL GETTY TRUST THE GETTY TRUST S FINANCIAL OPERATIONS Outstanding Debt. As described herein the Refunded Bonds are to be refunded in full with proceeds of the Series 2012A-1 Bonds. See PLAN OF REFUNDING. Certain Information Related to This Official Statement The descriptions herein of the Indenture, the Loan Agreement, and other agreements relating to the Bonds are qualified in their entirety by reference to such documents, and the description herein of the Bonds is qualified in its entirety by the form thereof and the information with respect thereto included in such documents. See APPENDIX C SUMMARY OF PRINCIPAL DOCUMENTS for a summary of the rights and duties of the Infrastructure Bank and the Bond Trustee, the rights and remedies of the Bond Trustee and the Bondholders upon an event of default, and provisions relating to amendments of the Indenture and the Loan Agreement, and procedures for defeasance of the Bonds. All capitalized terms used in this Official Statement and not otherwise defined herein have the same meanings as in the Indenture. See APPENDIX C SUMMARY OF PRINCIPAL DOCUMENTS under the heading Definitions of Certain Terms for definitions of certain words and terms used but not otherwise defined herein. 3

10 The information and expressions of opinion herein speak only as of their date and are subject to change without notice. Neither delivery of this Official Statement nor any sale made hereunder nor any future use of this Official Statement will, under any circumstances, create any implication that there has been no change in the affairs of the Infrastructure Bank or the Getty Trust. THE INFRASTRUCTURE BANK The Infrastructure Bank is an entity within the Business, Transportation and Housing Agency of the State of California, organized and existing pursuant to the Act. The Infrastructure Bank is authorized and empowered pursuant to the Act to issue the Bonds, to loan the proceeds thereof to the Getty Trust, to secure the Bonds by a pledge of the amounts payable by the Getty Trust under the Loan Agreement and any other amounts held in the funds or accounts established pursuant to the Indenture (other than the Rebate Fund), and to enter into the Loan Agreement and the Indenture. The Infrastructure Bank is governed by a five-member board of directors (the Infrastructure Bank Board ) consisting of the Secretary of the Business, Transportation and Housing Agency, who serves as chair, the Director of the State s Department of Finance, the State Treasurer, the Secretary of the State and Consumer Services Agency and a Governor s appointee. The Infrastructure Bank has no taxing power. The Bonds are limited obligations of the Infrastructure Bank and are payable solely from, and secured by a pledge of and lien on, the Revenues, consisting primarily of the Loan Repayments made by the Getty Trust under the Loan Agreement and any other amounts held in the funds or accounts established pursuant to the Indenture (other than the Rebate Fund), as and to the extent set forth in the Indenture. Information about the Infrastructure Bank included in this Official Statement under the headings THE INFRASTRUCTURE BANK and ABSENCE OF MATERIAL LITIGATION The Infrastructure Bank has been obtained from the Infrastructure Bank. The Infrastructure Bank makes no representations or warranties whatsoever with respect to any information contained herein except for information contained in THE INFRASTRUCTURE BANK and ABSENCE OF MATERIAL LITIGATION The Infrastructure Bank. PLAN OF REFUNDING The proceeds of the Series 2012A-1 Bonds will be used to current refund all of the Refunded Bonds and to pay Costs of Issuance related to the Series 2012A-1 Bonds. The Refunded Bonds consist of $68,450,000 outstanding aggregate principal amount of the Infrastructure Bank's Variable Rate Revenue Bonds (The J. Paul Getty Trust), Series 2004A and Series 2004B, which were issued in an original aggregate principal amount of $96,000,000 for the purpose of refinancing certificates of participation evidencing undivided ownership interests in installment payments made by the California Statewide Communities Development Authority ( CSCDA ) pursuant to that certain Installment Purchase Agreement, dated as of January 1, 1994, between CSCDA and the Getty Trust. Those certificates of participation were delivered 4

11 for the purpose of financing or refinancing the renovation, construction, furnishing and equipping of the Getty Center in Los Angeles, California. As part of the plan of refunding, the Getty Trust has terminated both of the fixed-payor interest rate swap agreements associated with the Refunded Bonds (collectively, the 2004 Interest Rate Swap Agreements ). The proceeds of the Series 2012A-2 Bonds, together with available funds of the Getty Trust, will be used to pay interest rate swap termination payments and related payments due in connection with the termination of the 2004 Interest Rate Swap Agreements and pay Costs of Issuance related to the Series 2012A-2 Bonds. For additional information regarding the Refunded Bonds and the 2004 Interest Rate Swap Agreements, see APPENDIX A THE J. PAUL GETTY TRUST THE GETTY TRUST S FINANCIAL OPERATIONS Outstanding Debt. See also ESTIMATED SOURCES AND USES OF PROCEEDS. ESTIMATED SOURCES AND USES OF PROCEEDS The estimated sources and uses of the proceeds of the Bonds and available funds of the Getty Trust are shown below. Such proceeds and funds will be used for the purposes described under PLAN OF REFUNDING. SOURCES: Series 2012A-1 Series 2012A-2 Total Principal Amount of Bonds... $56,050, $12,880, $68,930, Original Issue Premium... 12,929, ,929, Available Funds of the Getty Trust , , Total Sources... $68,979, $13,746, $82,725, USES: Refunding of Refunded Bonds and Interest Rate Swap Termination Payments (1)... $68,450, $13,658, $82,108, Costs of Issuance (2) , , , Total Uses... $68,979, $13,746, $82,725, (1) See PLAN OF REFUNDING. (2) Costs of issuance include rating agency fees, certain legal fees, financial advisory fees, printing costs, underwriter s discount, issuer fees and other miscellaneous expenses. General THE BONDS Each Series of the Bonds is being issued pursuant to the Indenture in the aggregate principal amount set forth on the cover of this Official Statement. The Bonds will be dated the Date of Issuance and will be transferable and exchangeable as set forth in the Bond Indenture. The Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof ( Authorized Denominations ). The Bonds shall mature on the dates and in the 5

12 principal amounts and bearing interest at the rates per annum set forth on the inside cover page hereof, subject to the rights of prior redemption described under THE BONDS Redemption. The principal and Redemption Price of the Bonds shall be payable by check in lawful money of the United States of America at the Designated Office of the Bond Trustee upon surrender of the Bonds to the Bond Trustee for cancellation. Interest on the Bonds is payable commencing on April 1, 2012 and semiannually thereafter on April 1 and October 1 of each year (each an Interest Payment Date ). Each Bond will bear interest from the Date of Issuance and be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the interest on any Bond shall be made on each Interest Payment Date to the Holder thereof as of the Record Date for each Interest Payment Date by check mailed by first-class mail on each Interest Payment Date to such Holder at his address as it appears on the registration books maintained by the Bond Trustee or, upon the written request of any Holder of at least $1,000,000 in principal amount of Bonds, submitted to the Bond Trustee at least one (1) Business Day prior to the Record Date (which request includes written wire transfer instructions), by wire transfer in immediately available funds to an account within the United States of America designated by such Bondholder. Notwithstanding the foregoing, while DTC or its nominee is the Holder of the Bonds, all payments of principal or Redemption Price of and interest on the Bonds will be paid to DTC or its nominee by wire transfer. See Book-Entry Only System below. Redemption Optional Redemption. Series 2012A-1 Bonds; Make-Whole Redemption. The Series 2012A-1 Bonds maturing on or before October 1, 2021 are not subject to optional redemption. The Series 2012A-1 Bonds maturing on or after October 1, 2022, are subject to optional redemption prior to their respective stated maturities on any date at the direction of the Getty Trust, in whole or in part (in such amounts and such maturities as may be specified by the Getty Trust or, if the Getty Trust fails to designate such maturities, in inverse order of maturity) at a Redemption Price equal to the greater of: (i) one hundred percent (100%) of the Amortized Value (as described below) of such Series 2012A-1 Bonds to be redeemed, plus accrued and unpaid interest to the date of redemption; or (ii) an amount equal to the sum of the present values of the remaining unpaid payments of principal and interest to be paid on such Series 2012A-1 Bonds to be redeemed from and including the date of redemption to the stated maturity date of such Series 2012A-1 Bonds, discounted to the date of redemption on a semiannual basis at a discount rate equal to the Applicable Tax-Exempt Municipal Bond Rate (as described below) for such Series 2012A-1 Bonds minus 25 basis points (0.25%) (the Redemption Price ). The Applicable Tax-Exempt Municipal Bond Rate for such Series 2012A-1 Bonds will be the Comparable AAA General Obligations yield curve rate for the stated maturity date of such Series 2012A-1 Bonds as published by Municipal Market Data five (5) Business Days prior to the date of redemption. If no such yield curve rate is established for the applicable year, the 6

13

14 thereof, the Bond Trustee will select the Series 2012A-1 Bonds to be redeemed, from all Series 2012A-1 Bonds subject to redemption or such given portion thereof not previously called for redemption, by lot in any manner which the Bond Trustee in its sole discretion shall deem appropriate; provided, however, that in such instances where the provisions of the Indenture or the Request of the Getty Trust with respect to such redemption has specified the maturities of the Series 2012A-1 Bonds to be redeemed, the Bond Trustee shall redeem Series 2012A-1 Bonds in accordance with any such specification. Notice of Redemption. Written notice of redemption will be given by the Getty Trust to the Bond Trustee at least thirty (30) days prior to the date of redemption (unless a shorter time shall be acceptable to the Bond Trustee for its convenience). Notice of redemption shall be mailed by the Bond Trustee by first class mail, not less than twenty (20) nor more than sixty (60) days prior to the redemption date, to the Infrastructure Bank, and the respective Holders of any Series 2012A-1 Bonds designated for redemption at their addresses appearing on the bond registration books of the Bond Trustee. If the Bonds are no longer held by the Securities Depository or its successor or substitute, the Bond Trustee shall also give notice of redemption by overnight mail or by other acceptable means to such securities depositories and/or securities information services as shall be designated in a Certificate of the Getty Trust. Each notice of redemption will state the date of such notice, the date of issue of the Series 2012A-1 Bonds, the redemption date, the method of determining the Redemption Price of the Series 2012A-1 Bonds to be redeemed, the place or places of redemption (including the name and appropriate address or addresses of the Bond Trustee), maturity (including CUSIP numbers, if any), and, in the case of a Series of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said redemption date there will become due and payable on each of said Series 2012A-1 Bonds the Redemption Price thereof or of said specified portion of the principal amount thereof in the case of a Series 2012A-1 Bond to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Series 2012A-1 Bonds be then surrendered. Failure by the Bond Trustee to give notice pursuant to the Indenture to any one or more of the securities information services or depositories designated by the Getty Trust or the insufficiency of any such notice will not affect the sufficiency of the proceedings for redemption. Failure by the Bond Trustee to mail notice of redemption pursuant to the Indenture to any one or more of the respective Holders of any Series 2012A-1 Bonds designated for redemption will not affect the sufficiency of the proceedings for redemption with respect to the Holders to whom such notice was mailed. Notice of redemption of Series 2012A-1 Bonds will be given by the Bond Trustee for and on behalf of the Infrastructure Bank. The Getty Trust may instruct the Bond Trustee to provide conditional notice of redemption, which may be conditioned upon the receipt of moneys or any other event. Additionally, any notice of optional redemption given pursuant to the Indenture as described above may be rescinded by written notice given to the Bond Trustee by the Getty Trust no later than four (4) Business Days prior to the date specified for redemption. The Bond Trustee shall 8

15 give notice of such rescission, as soon thereafter as practicable, in the same manner, to the same Persons, as notice of such redemption was given pursuant to this Section. So long as the book-entry system is in effect, the Bond Trustee will send each notice of redemption to Cede & Co., as nominee of DTC, and not to the Beneficial Owners. So long as DTC or its nominee is the sole registered owner of the Bonds under the book-entry system, any failure on the part of DTC or a Direct Participant or Indirect Participant to notify the Beneficial Owner so affected will not affect the validity of the redemption. Partial Redemption of Bonds. Upon surrender of any Bond redeemed in part only, the Infrastructure Bank shall execute and the Bond Trustee shall prepare or cause to be prepared, authenticate and deliver to the Holder thereof, at the expense of the Getty Trust, a new Bond or Bonds of authorized denominations, and of the same maturity, equal in aggregate principal amount to the unredeemed portion of the Bond surrendered. Effect of Redemption. Notice of redemption having been duly given as described above, and moneys for payment of the Redemption Price of, together with interest accrued to the date fixed for redemption on, the Series 2012A-1 Bonds (or portions thereof) so called for redemption being held by the Bond Trustee, on the date fixed for redemption designated in such notice, the Series 2012A-1 Bonds (or portions thereof) so called for redemption will become due and payable at the Redemption Price specified in such notice and interest accrued thereon to the date fixed for redemption interest on the Series 2012A-1 Bonds so called for redemption will cease to accrue, said Series 2012A-1 Bonds (or portions thereof) will cease to be entitled to any benefit or security under the Indenture, and the Holders of said Series 2012A-1 Bonds will have no rights in respect thereof except to receive payment of the Redemption Price thereof and accrued interest to the date fixed for redemption from funds held by the Bond Trustee for such payment. All Series 2012A-1 Bonds redeemed pursuant to the provisions of the Indenture will be cancelled upon surrender thereof and delivered to or upon the Order of the Infrastructure Bank. Book-Entry Only System DTC will act as securities depository for the Bonds. The ownership of one fully registered Bond for each maturity of each Series set forth on the cover page hereof, in the aggregate principal amount of the Bonds of such Series maturing on that date, will be registered in the name of Cede & Co., as nominee of DTC. See APPENDIX F BOOK-ENTRY ONLY SYSTEM for a description of DTC and the Book-Entry Only System. General SECURITY FOR THE BONDS THE BONDS ARE LIMITED OBLIGATIONS OF THE INFRASTRUCTURE BANK AND ARE NOT A LIEN OR CHARGE UPON THE FUNDS OR PROPERTY OF THE INFRASTRUCTURE BANK, EXCEPT TO THE EXTENT OF THE PLEDGE AND THE ASSIGNMENT PROVIDED FOR IN THE INDENTURE. NEITHER THE STATE OF CALIFORNIA NOR THE INFRASTRUCTURE BANK SHALL BE OBLIGATED TO PAY THE PRINCIPAL OR REDEMPTION PRICE OF THE BONDS OR THE INTEREST 9

16 THEREON, EXCEPT FROM REVENUES RECEIVED BY THE INFRASTRUCTURE BANK. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS. THE INFRASTRUCTURE BANK HAS NO TAXING POWER. THE BONDS ARE NOT A DEBT OF THE STATE OF CALIFORNIA AND SAID STATE IS NOT LIABLE FOR PAYMENT THEREOF. The Indenture provides that the Revenues and any other amounts held in any fund or account established pursuant to the Indenture (other than the Rebate Fund) are pledged to the payment of the principal of and interest on the Bonds in accordance with their terms and the provisions of the Indenture. The Indenture provides that such pledge will constitute a lien on and security interest in such assets and will attach, be perfected and be valid and binding from and after delivery by the Bond Trustee of the Bonds, without any physical delivery thereof or further act. Revenues is defined under the Indenture as all amounts received by the Infrastructure Bank or the Bond Trustee for the account of the Infrastructure Bank pursuant or with respect to the Loan Agreement, including, without limiting the generality of the foregoing, Loan Repayments (including both timely and delinquent payments and any late charges, and whether paid from any source), prepayments and all interest, profits or other income derived from the investment of amounts in any fund or account established pursuant to the Indenture, but not including any Additional Payments (described below) or any moneys required to be deposited in the Rebate Fund. Under the Indenture, the Infrastructure Bank transfers in trust, grants a security interest in and assigns to the Bond Trustee in trust, for the benefit of the Holders from time to time of the Bonds, all of the Revenues and other assets pledged in the Indenture and all of the right, title and interest of the Infrastructure Bank in the Loan Agreement (except for Reserved Rights). The Bond Trustee will be entitled to and will, subject to the provisions of the Indenture, collect and receive all of the Revenues, and any Revenues collected or received by the Infrastructure Bank will be deemed to be held, and to have been collected or received, by the Infrastructure Bank as the agent of the Bond Trustee and will forthwith be paid by the Infrastructure Bank to the Bond Trustee. The Bond Trustee also will be entitled to and will, subject to the provisions of the Indenture, take all steps, actions and proceedings reasonably necessary in its judgment to enforce all of the rights of the Infrastructure Bank and all of the obligations of the Getty Trust under the Loan Agreement, other than Reserved Rights. All Revenues deposited with the Bond Trustee will be held, disbursed, allocated and applied by the Bond Trustee only as provided in the Indenture. Other Indebtedness of the Getty Trust The Getty Trust s obligation under the Loan Agreement to make Loan Repayments which will be used to pay principal of and interest on the Bonds constitutes an unsecured general obligation of the Getty Trust. The Getty Trust has other unsecured general obligations outstanding. The Getty Trust is not restricted by the Loan Agreement or otherwise from incurring additional indebtedness. Such additional indebtedness, if incurred, may be either secured or unsecured and may be entitled to payment prior to payment on the Bonds. For information regarding the Getty Trust s outstanding indebtedness, see APPENDIX A THE J. 10

17 PAUL GETTY TRUST THE GETTY TRUST S FINANCIAL OPERATIONS Outstanding Debt. Loan Agreement The Infrastructure Bank has agreed to lend to the Getty Trust the proceeds received from the sale of the Bonds, such proceeds to be applied under the terms and conditions of the Loan Agreement and the Indenture. In consideration of the loan of such proceeds to the Getty Trust, the Getty Trust has agreed to pay, or cause to be paid, Loan Repayments on or before the Business Day prior to each Interest Payment Date and each Principal Payment Date in the amounts necessary to enable the Bond Trustee to make the transfers required on such Interest Payment Dates and Principal Payment Dates, respectively, by the Indenture. Notwithstanding the foregoing, the Getty Trust has agreed to make Loan Repayments, or cause Loan Repayments to be made, at the times and in the amounts required to be paid as principal of and interest on the Bonds from time to time Outstanding under the Indenture and other amounts required to be paid under the Indenture, as the same will become due whether at maturity, upon redemption, by declaration of acceleration or otherwise. The Getty Trust s obligation to pay Loan Repayments and Additional Payments under the Loan Agreement is an unsecured, general obligation of the Getty Trust. None of the property, assets or revenues of the Getty Trust, including without limitation the art collections of the Getty Trust, will be pledged as security for the Loan Repayments or otherwise with respect to the Bonds. In addition, the Loan Agreement does not contain any financial covenants limiting the ability of the Getty Trust to incur indebtedness, encumber or dispose of its property or merge with any other entity, or any covenants requiring the Getty Trust to produce revenues at any specified level or to obtain any insurance with respect to its property or operations. Additional Payments In addition to Loan Repayments, the Getty Trust will also pay to the Infrastructure Bank or the Bond Trustee, as the case may be, Additional Payments, as follows: (a) all taxes and assessments of any type or character charged to the Infrastructure Bank or to the Bond Trustee affecting the amount available to the Infrastructure Bank or the Bond Trustee from payments to be received under the Loan Agreement or in any way arising due to the transactions contemplated thereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Bond Trustee and taxes based upon or measured by the net income of the Bond Trustee; provided, however, that the Getty Trust will have the right to protest any such taxes or assessments which it in good faith believes are not due and owing and to require the Infrastructure Bank or the Bond Trustee, at the Getty Trust s expense, to protest and contest any such taxes or assessments levied upon them and that the Getty Trust will have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Infrastructure Bank, the Holders or the Bond Trustee under the Loan Agreement and the Indenture or otherwise with respect to the Bonds; (b) all reasonable fees, charges, expenses and indemnities of the Bond Trustee under the Loan Agreement and the Indenture, as and when the same become due and payable; (c) the reasonable 11

18 fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Infrastructure Bank or the Bond Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under the Loan Agreement or the Indenture; (d) the reasonable fees and costs incurred by the Infrastructure Bank; (e) an annual fee payable to the Infrastructure Bank; (f) all other reasonable and necessary fees, expenses and indemnities of the Infrastructure Bank arising out of or in connection with the issuance of the Bonds and the Loan Agreement, including, but not limited to, those pertaining to the representation of the Infrastructure Bank as taxpayer before the Internal Revenue Service in any audit or investigation of the Bonds; and (g) all Costs of Issuance of the Bonds. CERTAIN INVESTMENT CONSIDERATIONS The following are certain investment considerations and risk factors that have been identified by the Getty Trust and should be carefully considered by prospective purchasers of the Bonds. The following list should not be considered to be exhaustive and has been prepared by the Getty Trust within the context of this Official Statement, including APPENDIX A THE J. PAUL GETTY TRUST and APPENDIX B FINANCIAL STATEMENTS OF THE J. PAUL GETTY TRUST FOR THE YEARS ENDING JUNE 30, 2011 AND Investors should read APPENDIX A and APPENDIX B in their entirety. Inclusion of certain factors below is not intended to signify that there are not other investment considerations or risks attendant to the Bonds that are as material to an investment decision with respect to the Bonds that are otherwise described or apparent elsewhere herein. General Under the Loan Agreement, principal of and interest on the Bonds is payable from Loan Repayments made by the Getty Trust. The obligation of the Getty Trust to pay Loan Repayments and Additional Payments is an unsecured general obligation of the Getty Trust. None of the property, assets or revenues of the Getty Trust, including without limitation the art collections of the Getty Trust, will be pledged as security for Loan Repayments or otherwise with respect to the Bonds. In addition, the Loan Agreement does not contain any financial covenants limiting the ability of the Getty Trust to incur indebtedness, encumber or dispose of its property or merge with any other entity, or any covenants requiring the Getty Trust to produce revenues at any specified level or to obtain any insurance with respect to its property or operations. The net revenues from the Getty Trust s operations (including The J. Paul Getty Museum and the Getty Villa, which do not charge for admission) do not contribute materially to the financial position of the Getty Trust. The Getty Trust believes the most significant factors with respect to the ratings on the Bonds and the ability of the Getty Trust to make Loan Repayments as and when due are the Getty Trust s unrestricted reserves and portfolio of investments. A significant decrease in the value of the unrestricted reserves or investments of the Getty Trust could have a material adverse impact on its ability to pay the Loan Repayments, the market value of the Bonds and the ratings on the Bonds. See Investment of Funds Risk below and RATINGS. 12

19 Limited Obligation of the Infrastructure Bank The Bonds are limited obligations of the Infrastructure Bank and are not a lien or charge upon the funds or property of the Infrastructure Bank, except to the extent of the pledge and the assignment provided for in the Indenture. Neither the State of California nor the Infrastructure Bank shall be obligated to pay the principal or Redemption Price of the Bonds or the interest thereon, except from Revenues received by the Infrastructure Bank. Neither the full faith and credit nor the taxing power of the State of California is pledged to the payment of the principal or Redemption Price of or interest on the Bonds. The Infrastructure Bank has no taxing power. The Bonds are not a debt of the State of California and said State is not liable for payment thereof. Tax-Exempt Status Tax-Exempt Status of Interest on the Series 2012A-1 Bonds. The Code imposes a number of requirements that must be satisfied for interest on state and local obligations, such as the Series 2012A-1 Bonds, to be excludable from gross income for federal income tax purposes. These requirements include limitations on the use of Series 2012A-1 Bond proceeds, limitations on the investment earnings of Series 2012A-1 Bond proceeds prior to expenditure, a requirement that certain investment earnings on Series 2012A-1 Bond proceeds be paid periodically to the United States and a requirement that issuers file an information report with the Internal Revenue Service (the IRS ). The Infrastructure Bank and the Getty Trust have covenanted in certain of the documents referred to herein that they will comply with such requirements. Failure by the Getty Trust to comply with the requirements stated in the Code and related regulations, rulings and policies may result in the treatment of interest on the Series 2012A-1 Bonds as taxable, retroactively to the date of original issuance of the Series 2012A-1 Bonds. The Getty Trust has not sought to obtain a private letter ruling from the IRS with respect to the Series 2012A-1 Bonds, and the opinion of Orrick, Herrington & Sutcliffe LLP is not binding on the IRS. There is no assurance that an IRS examination of the Series 2012A-1 Bonds will not adversely affect the market value of the Series 2012A-1 Bonds. See TAX MATTERS. Tax-Exempt Status of the Getty Trust. The tax-exempt status of interest on the Series 2012A-1 Bonds and certain other matters relating to the Bonds presently depend upon the maintenance by the Getty Trust of its status as an organization described in Section 501(c)(3) of the Code. The maintenance of the Getty Trust s status as such an organization is contingent upon compliance with general rules promulgated in the Code and related regulations regarding the organization and operation of tax-exempt entities, including their operation for charitable purposes and their avoidance of transactions which may cause their earnings or assets to inure to the benefit of private individuals. In addition, the Getty Trust is a private operating foundation within the meaning of Section 4942(j)(3) of the Code. The Code imposes on private foundations separate rules, which are not applicable to other tax-exempt entities, relating to expenditures and other matters. Compliance with the general rules for tax-exempt entities and the separate private foundation rules requires a high level of administrative oversight. As a result of on-going IRS audit programs, tax-exempt organizations are increasingly subjected to a high level of scrutiny. One penalty available to the IRS under the Code with 13

20 respect to a tax-exempt charity engaged in unlawful, private benefit or political activity is the revocation of tax-exempt status. Loss of tax-exempt status of the Getty Trust would most likely result in loss of tax exemption of interest on the Series 2012A-1 Bonds and of the Getty Trust s other tax-exempt debt. Loss of tax-exempt status of the Getty Trust would also have material adverse consequences on the financial condition of the Getty Trust. Unrelated Business Income. In recent years, the IRS, the State of California, county and local taxing authorities have been undertaking audits and reviews of the operations of taxexempt organizations with respect to their exempt activities and the generation of unrelated business taxable income ( UBTI ). The Getty Trust has historically generated UBTI, and is expected to participate in activities which generate UBTI in the future. Management of the Getty Trust believes it has properly accounted for and reported UBTI; nevertheless, an investigation or audit could lead to a challenge which could result in taxes, interest and penalties with respect to unreported UBTI and in some cases could ultimately affect the tax-exempt status of the Getty Trust as well as the exclusion from gross income for federal income tax purposes of the interest on the Series 2012A-1 Bonds and other present and future tax-exempt debt of the Getty Trust, if any. State Regulation. Charitable organizations like the Getty Trust are also subject to oversight and regulation by the California Attorney General and California taxing authorities. While California has not been as active as the IRS in scrutinizing the income tax exemption of organizations, this does not preclude future California scrutiny, and it is likely that the loss by the Getty Trust of federal tax exemption would also trigger a challenge to California tax exemption of the Getty Trust. Depending on the circumstances, such an event could be adverse and material. Exemption from Property Taxes. In recent years, California, county and local taxing authorities have been undertaking audits and reviews of the operations of tax-exempt organizations with respect to their real and personal property tax exemptions. The Getty Trust believes that substantially all of the Getty Center and the Getty Villa collections are and will continue to be exempt from California property taxation, including possessory interest taxes. The loss by the Getty Trust of its California property tax exemptions could have a material adverse effect on the financial position of the Getty Trust. Investment of Funds Risk The endowment of the Getty Trust is invested pursuant to investment policies approved from time to time by its Board of Trustees (the Board ). As part of its annual budgeting process, the Getty Trust, with the approval of the Board, appropriates for distribution (on a cash basis) each year 5% of its endowment fund s value determined either by (1) averaging the fair value over the prior 12 quarters through the calendar year-end preceding the fiscal year in which the distribution is planned or (2) using the fair value of the endowment at calendar year-end preceding the fiscal year in which the distribution is planned. A further description of the current investment policies approved by the Board is set forth in APPENDIX A THE J. PAUL GETTY TRUST THE GETTY TRUST S FINANCIAL OPERATIONS Investments and Annual Support from the Endowment. 14

21 All investments made by the Getty Trust entail risks. Such risks include, but are not limited to, a lower rate of return than expected, loss of market value and delayed receipt or loss of principal due to illiquidity of particular investments or other factors. The net revenues from the Getty Trust s operations do not contribute materially to the Getty Trust s financial position. Losses resulting from the previously-mentioned or other investment risks could therefore have a material adverse effect on the Getty Trust s ability to pay the Bonds. For information regarding the Getty Trust s operating performance and value of investments for each of the last five fiscal years and as of November 30, 2011, see APPENDIX A THE J. PAUL GETTY TRUST THE GETTY TRUST S FINANCIAL OPERATIONS Operating Performance and Investments. Further, the Getty Trust regularly invests a portion of its endowment in derivative financial instruments such as interest rate swaps. Derivative financial instruments such as interest rate swaps may have a higher degree of risk than other types of investment activities. Risks of interest rate swap agreements include the risks that the swap counterparties may fail or be unable to perform, that interest rates may vary from assumptions and that the Getty Trust may be required to make significant payments in the event of an early termination of an interest rate swap. The Getty Trust has entered into interest rate swap agreements in connection with its indebtedness. See APPENDIX A THE J. PAUL GETTY TRUST - THE GETTY TRUST S FINANCIAL OPERATIONS - Outstanding Debt - Interest Rate Swap Agreements. A portion of the Getty Trust s endowment is and may continue to be invested in illiquid assets or alternate investments, including investments in real property assets, hedge funds and equity securities in companies that are not publicly-traded. Each of these types of alternative investments entails risk. These alternative investments may not be readily liquidated. Additionally, among other risks, hedge funds may be leveraged, may experience volatile performance and involve a risk of loss of principal. Hedge funds are subject to limited disclosure requirements by virtue of being privately-held. See APPENDIX A THE J. PAUL GETTY TRUST - THE GETTY TRUST S FINANCIAL OPERATIONS - Investments for additional discussion regarding the investment of the Getty Trust s funds. See also APPENDIX B FINANCIAL STATEMENTS OF THE J. PAUL GETTY TRUST FOR THE YEARS ENDING JUNE 30, 2011 AND 2010 for an audited summary of the investments, including derivative financial instruments and other investments held by the Getty Trust as of June 30, APPENDIX B should be read in its entirety. Acts of Terrorism A significant act of terrorism on U.S. soil or against U.S. interests could have an adverse impact on the Getty Trust by, among other things, causing dramatic increases in the cost of insurance for the facilities of the Getty Trust and for the insurance of exhibitions, the costs the Getty Trust incurs for security services and facilities, and the cost of the Getty Trust s international field projects and travel, thereby increasing the cost of operations of the Getty Trust. Acts of terrorism could also result in fewer visitors to the facilities of the Getty Trust, resulting in lost revenues for food services and bookstore operations, thereby reducing revenues from operations. Terrorist activities could also result in dislocations in the markets in which the 15

22 Getty Trust invests, and could lead to material declines in the value of the investments of the Getty Trust. Seismic Risks and Other Natural Disasters The Getty Center and the Getty Villa are located in a seismically active region of southern California. These facilities have been designed to meet all applicable seismic standards. However, the occurrence of severe seismic activity in the area could result in substantial damage to the Getty Center, the Getty Villa or the Getty Trust s art collections. The Getty Trust currently maintains earthquake insurance in amounts it considers reasonable, but the Loan Agreement does not require that earthquake insurance (or any other insurance) on any property of the Getty Trust be maintained, and the Getty Trust could decide to discontinue its earthquake insurance coverage at any time, or such insurance could become unavailable at rates considered reasonable by the Getty Trust. The Getty Trust s facilities are also subject to other natural and man-made disasters or acts of God that could cause significant damage to the facilities. See APPENDIX A THE J. PAUL GETTY TRUST - THE GETTY TRUST S FINANCIAL OPERATIONS - Insurance for additional information regarding the Getty Trust s insurance coverage. Bankruptcy and Other Factors that Could Affect Security for the Bonds In the event of bankruptcy of the Getty Trust, the rights and remedies of the Holders of the Bonds are subject to various provisions of the United States Bankruptcy Code. If the Getty Trust were to file a petition in bankruptcy, payments made by the Getty Trust during the 90- day (or perhaps longer) period immediately preceding the filing of such petition may be avoidable as preferential transfers to the extent such payments allow recipients thereof to receive more than they would have received in the event of the Getty Trust s liquidation. Such a bankruptcy filing would operate as an automatic stay of the commencement or continuation of any judicial or other proceeding against the Getty Trust and its property, and as an automatic stay of any act or proceeding to enforce, maintain or enhance the rights of the Bond Trustee. If the bankruptcy court so ordered, the property of the Getty Trust could be used for financial rehabilitation of the Getty Trust rather than payment of the Bonds. The rights of the Bond Trustee to enforce its right to payment could be delayed during the pendency of the rehabilitation hearing. The Getty Trust could also file a plan for the adjustment of its debts in any such proceeding that includes provisions modifying or altering the rights of creditors generally, or any class of them, secured or unsecured. Such a plan, when confirmed by a court, binds all creditors who had notice or knowledge of the plan and, with certain exceptions, discharges all claims against the debtor to the extent provided for in the plan. In addition, the Bond Trustee s ability to enforce the Indenture and the Loan Agreement will depend upon the exercise of various remedies specified in those documents which may in many instances require judicial actions that are often subject to discretion, delay and substantial costs or that otherwise may not be readily available or may be limited. 16

23 The various legal opinions to be delivered concurrently with the issuance of the Bonds speak only as of their respective dates, and will be qualified as to the enforceability of the various legal instruments by, among other things, limitations imposed by California and federal laws, rulings and decisions affecting remedies, and by bankruptcy, reorganization or other laws of general application affecting the enforcement of creditors rights, including equitable principles. [Remainder of Page Intentionally Left Blank] 17

24 LONG-TERM DEBT SERVICE REQUIREMENTS The following table shows the estimated scheduled debt service payments on the Bonds and other outstanding long-term indebtedness of the Getty Trust: Fiscal Year Ending June 30 Outstanding Long- Term Debt Service (1) Principal Payments Relating to the Bonds Interest Payments Relating to the Bonds Total 2012 $17,997,818 - $ 276,561 $18,274, ,358,370 $4,850,000 2,548,261 30,756, ,851,545 4,890,000 2,532,138 30,273, ,488,665 4,980,000 2,482,911 30,951, ,441,929 5,150,000 2,342,200 31,934, ,173,175 5,380,000 2,104,700 32,657, ,939,774 5,525,000 1,832,075 33,296, ,926,435 5,725,000 1,550,825 33,202, ,449,020 6,080,000 1,300,700 33,829, ,128,425 6,190,000 1,100,850 34,419, ,169,035 6,500, ,500 36,514, ,126,236 6,655, ,625 38,297, ,840,850 7,005, ,125 38,020, ,861, ,861, ,472, ,472, ,284, ,284, ,292, ,292, ,747, ,747, ,992, ,992, ,001, ,001, ,978, ,978, ,834, ,834, ,616, ,616, ,688, ,688, ,739, ,739, ,697, ,697, ,496, ,496, ,213, ,213, ,213, ,213, ,213, ,213, ,213, ,213, ,213, ,213, ,654, ,654, ,826, ,826, ,971, ,971, ,086, ,086, ,143, ,143,173 Total $1,272,345,643 $68,930,000 $19,608,470 $1,360,884,113 (1) Outstanding Long-Term Debt Service includes estimated debt service payments on the Getty Trust s outstanding 2007 Bonds and 2011 Bonds. Debt service payments with respect to the Refunded Bonds are not included. Projected interest costs on the 2007 Bonds and 2011 Bonds are calculated based upon the respective long-term fixed swap rates as shown in APPENDIX A under the caption THE GETTY TRUST S FINANCIAL OPERATIONS Outstanding Debt Interest Rate Swap Agreements, as well as assumptions regarding the trading performance of such bonds and the relationship between the LIBOR and SIFMA indexes. Actual debt service payments may vary. See APPENDIX A THE J. PAUL GETTY TRUST THE GETTY TRUST S FINANCIAL OPERATIONS Outstanding Debt for information regarding the 2007 Bonds, the 2011 Bonds and the interest rate swap agreements. 18

25 TAX MATTERS Series 2012A-1 Bonds (Tax-Exempt) In the opinion of Orrick, Herrington & Sutcliffe LLP ( Bond Counsel ), based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2012A-1 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Code and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion that interest on the Series 2012A-1 Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating federal corporate alternative minimum taxable income. A complete copy of the proposed form of opinion of Bond Counsel is set forth in APPENDIX D FORM OF BOND COUNSEL OPINION. Series 2012A-1 Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier call date) ( Premium Bonds ) will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest received, and a Beneficial Owner s basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such Beneficial Owner. Beneficial Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Series 2012A-1 Bonds. The Infrastructure Bank and the Getty Trust have made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the Series 2012A-1 Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the Series 2012A-1 Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Series 2012A-1 Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel s attention after the date of issuance of the Series 2012A-1 Bonds may adversely affect the value of, or the tax status of interest on, the Series 2012A-1 Bonds. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters. In addition, Bond Counsel has relied, among other things, on the opinion of Caplin & Drysdale, Chartered, Washington, D.C., special tax counsel to the Getty Trust ( Special Tax Counsel ), regarding the current qualification of the Getty Trust as an organization described in 19

26 Section 501(c)(3) of the Code. Such opinion is subject to a number of qualifications and limitations. Bond Counsel has also relied upon representations of the Getty Trust concerning the Getty Trust s unrelated trade or business activities as defined in Section 513(a) of the Code. Neither Bond Counsel nor Special Tax Counsel to the Getty Trust has given any opinion or assurance concerning Section 513(a) of the Code and neither Bond Counsel nor Special Tax Counsel to the Getty Trust can give or has given any opinion or assurance about the future activities of the Getty Trust, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the resulting changes in enforcement thereof by the Internal Revenue Service. Failure of the Getty Trust to be organized and operated in accordance with the Internal Revenue Service s requirements for the maintenance of its status as an organization described in Section 501(c)(3) of the Code, or to operate the facilities financed by the Bonds in a manner that is substantially related to the Getty Trust s charitable purpose under Section 513(a) of the Code, may result in interest payable with respect to the Series 2012A-1 Bonds being included in federal gross income, possibly from the date of the original issuance of the Series 2012A-1 Bonds. Although Bond Counsel is of the opinion that interest on the Series 2012A-1 Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on, the Series 2012A-1 Bonds may otherwise affect a Beneficial Owner s federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the Beneficial Owner or the Beneficial Owner s other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Series 2012A-1 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. As one example, the Obama Administration recently announced a legislative proposal, which, for tax years beginning on or after January 1, 2013, generally would limit the exclusion from gross income of interest on obligations like the Series 2012A-1 Bonds to some extent for taxpayers who are individuals and whose income is subject to higher marginal income tax rates. Other proposals have been made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the Series 2012A-1 Bonds. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the Series 2012A-1 Bonds. Prospective purchasers of the Series 2012A-1 Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, and regarding the impact of future legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel s judgment as to the proper treatment of the Series 2012A-1 Bonds for federal income tax purposes. It is not binding on the IRS or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the Infrastructure Bank or the Getty Trust, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the 20

27 enforcement thereof by the IRS. The Infrastructure Bank and the Getty Trust have covenanted, however, to comply with the requirements of the Code. Bond Counsel s engagement with respect to the Series 2012A-1 Bonds ends with the issuance of the Series 2012A-1 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Infrastructure Bank, the Getty Trust or the Beneficial Owners regarding the tax-exempt status of the Series 2012A-1 Bonds in the event of an audit examination by the IRS. Under current procedures, parties other than the Infrastructure Bank, the Getty Trust and their appointed counsel, including the Beneficial Owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the Infrastructure Bank or the Getty Trust legitimately disagree, may not be practicable. Any action of the IRS, including but not limited to selection of the Series 2012A-1 Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the Series 2012A-1 Bonds, and may cause the Infrastructure Bank, the Getty Trust or the Beneficial Owners to incur significant expense. Series 2012A-2 Bonds (Taxable) Bond Counsel observes that interest on the Series 2012A-2 Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Code. Bond Counsel is of the opinion that interest on the Series 2012A-2 Bonds is exempt from State of California personal income taxes. Bond Counsel expresses no opinion regarding any other tax consequences relating to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2012A-2 Bonds. A complete copy of the proposed form of opinion of Bond Counsel is set forth in APPENDIX D FORM OF BOND COUNSEL OPINION. The following discussion summarizes certain U.S. federal tax considerations generally applicable to holders of the Series 2012A-2 Bonds that acquire their Series 2012A-2 Bonds in the initial offering. The discussion below is based upon laws, regulations, rulings, and decisions in effect and available on the date hereof, all of which are subject to change, possibly with retroactive effect. Prospective investors should note that no rulings have been or are expected to be sought from the U.S. Internal Revenue Service (the IRS ) with respect to any of the U.S. federal income tax consequences discussed below, and no assurance can be given that the IRS will not take contrary positions. Further, the following discussion does not deal with all U.S. federal income tax consequences applicable to any given investor, nor does it address the U.S. federal income tax considerations applicable to categories of investors some of which may be subject to special taxing rules (regardless of whether or not such persons constitute U.S. Holders), such as certain U.S. expatriates, banks, REITs, RICs, insurance companies, tax-exempt organizations, dealers or traders in securities or currencies, partnerships, S corporations, estates and trusts, investors that hold their Series 2012A-2 Bonds as part of a hedge, straddle or an integrated or conversion transaction, or investors whose functional currency is not the U.S. dollar. Furthermore, it does not address (i) alternative minimum tax consequences or (ii) the indirect effects on persons who hold equity interests in a holder. In addition, this summary generally is limited to investors that acquire their Series 2012A-2 Bonds pursuant to this offering for the issue price that is applicable to such Series 2012A-2 Bonds (i.e., the price at which a 21

28 substantial amount of the Series 2012A-2 Bonds are sold to the public) and who will hold their Series 2012A-2 Bonds as capital assets within the meaning of Section 1221 of the Code. As used herein, U.S. Holder means a beneficial owner of a Series 2012A-2 Bond that for U.S. federal income tax purposes is an individual citizen or resident of the United States, a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any state thereof (including the District of Columbia), an estate the income of which is subject to U.S. federal income taxation regardless of its source or a trust where a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of the trust (or a trust that has made a valid election under U.S. Treasury Regulations to be treated as a domestic trust). As used herein, Non-U.S. Holder generally means a beneficial owner of a Series 2012A-2 Bond (other than a partnership) that is not a U.S. Holder. If a partnership holds Series 2012A-2 Bonds, the tax treatment of such partnership or a partner in such partnership generally will depend upon the status of the partner and upon the activities of the partnership. Partnerships holding Series 2012A-2 Bonds, and partners in such partnerships, should consult their own tax advisors regarding the tax consequences of an investment in the Series 2012A-2 Bonds (including their status as U.S. Holders or Non-U.S. Holders). For U.S. Holders. The Series 2012A-2 Bonds are not expected to be treated as issued with original issue discount for U.S. federal income tax purposes because the stated redemption price at maturity of the Series 2012A-2 Bonds is not expected to exceed their issue price, or because any such excess is expected to only be a de minimis amount (as determined for tax purposes). Prospective investors that are not individuals or regular C corporations who are U.S. persons purchasing the Series 2012A-2 Bonds for investment should consult their own tax advisors as to any tax consequences to them from the purchase, ownership and disposition of the Series 2012A-2 Bonds. Disposition of the Series 2012A-2 Bonds. Unless a nonrecognition provision of the Code applies, the sale, exchange, redemption, retirement (including pursuant to an offer by the State) or other disposition of a Series 2012A-2 Bond, will be a taxable event for U.S. federal income tax purposes. In such event, in general, a U.S. Holder of a Series 2012A-2 Bond will recognize gain or loss equal to the difference between (i) the amount of cash plus the fair market value of property received (except to the extent attributable to accrued but unpaid interest on the Series 2012A-2 Bond which will be taxed in the manner described above) and (ii) the U.S. Holder s adjusted tax basis in the Series 2012A-2 Bond (generally, the purchase price paid by the U.S. Holder for the Series 2012A-2 Bond, decreased by any amortized premium). Any such gain or loss generally will be capital gain or loss. In the case of a noncorporate U.S. Holder of the Series 2012A-2 Bonds, the maximum marginal U.S. federal income tax rate applicable to any such gain will be lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income if such U.S. holder s holding period for the Series 2012A-2 Bonds exceeds one year. The deductibility of capital losses is subject to limitations. 22

29 For Non-U.S. Holders. Interest. Subject to the discussion below under the heading Information Reporting and Backup Withholding, payments of principal of, and interest on, any Series 2012A-2 Bonds to a Non-U.S. Holder, other than a bank which acquires such Series 2012A-2 Bonds in consideration of an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business, will not be subject to any U.S. withholding tax provided that the beneficial owner of the Series 2012A-2 Bonds provides a certification completed in compliance with applicable statutory and regulatory requirements, which requirements are discussed below under the heading Information Reporting and Backup Withholding, or an exemption is otherwise established. Disposition of the Series 2012A-2 Bonds. Subject to the discussion below under the heading Information Reporting and Backup Withholding, any gain realized by a Non-U.S. Holder upon the sale, exchange, redemption, retirement (including pursuant to an offer by the State) or other disposition of a Series 2012A-2 Bond generally will not be subject to U.S. federal income tax, unless (i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States; or (ii) in the case of any gain realized by an individual Non-U.S. Holder, such holder is present in the United States for 183 days or more in the taxable year of such sale, exchange, redemption, retirement (including pursuant to an offer by the State) or other disposition and certain other conditions are met. U.S. Federal Estate Tax. A Series 2012A-2 Bond that is held by an individual who at the time of death is not a citizen or resident of the United States will not be subject to U.S. federal estate tax as a result of such individual s death, provided that at the time of such individual s death, payments of interest with respect to such Series 2012A-2 Bond would not have been effectively connected with the conduct by such individual of a trade or business within the United States. Information Reporting and Backup Withholding. U.S. information reporting and backup withholding requirements apply to certain payments of principal of, and interest on the Series 2012A-2 Bonds, and to proceeds of the sale, exchange, redemption, retirement (including pursuant to an offer by the State) or other disposition of a Series 2012A-2 Bond, to certain noncorporate holders of Series 2012A-2 Bonds that are United States persons. Under current U.S. Treasury Regulations, payments of principal and interest on any Series 2012A-2 Bonds to a holder that is not a United States person will not be subject to any backup withholding tax requirements if the beneficial owner of the Series 2012A-2 Bonds or a financial institution holding the Series 2012A-2 Bond on behalf of the beneficial owner in the ordinary course of its trade or business provides an appropriate certification to the payor and the payor does not have actual knowledge that the certification is false. If a beneficial owner provides the certification, the certification must give the name and address of such owner, state that such owner is not a United States person, or, in the case of an individual, that such owner is neither a citizen nor a resident of the United States, and the owner must sign the certificate under penalties of perjury. If a financial institution, other than a financial institution that is a qualified intermediary, provides the certification, the certification must state that the financial institution has received from the beneficial owner the certification set forth in the preceding sentence, set forth the information contained in such certification, and include a copy of such certification, and an 23

30 authorized representative of the financial institution must sign the certificate under penalties of perjury. A financial institution generally will not be required to furnish to the IRS the names of the Beneficial Owners of the Series 2012A-2 Bonds that are not United States persons and copies of such owners certifications where the financial institution is a qualified intermediary that has entered into a withholding agreement with the IRS pursuant to applicable U.S. Treasury Regulations. In the case of payments to a foreign partnership, foreign simple trust or foreign grantor trust, other than payments to a foreign partnership, foreign simple trust or foreign grantor trust that qualifies as a withholding foreign partnership or a withholding foreign trust within the meaning of applicable U.S. Treasury Regulations and payments to a foreign partnership, foreign simple trust or foreign grantor trust that are effectively connected with the conduct of a trade or business within the United States, the partners of the foreign partnership, the beneficiaries of the foreign simple trust or the persons treated as the owners of the foreign grantor trust, as the case may be, will be required to provide the certification discussed above in order to establish an exemption from withholding and backup withholding tax requirements. The current backup withholding tax rate is 28 percent (subject to future adjustment). In addition, if the foreign office of a foreign broker, as defined in applicable U.S. Treasury Regulations pays the proceeds of the sale of a Series 2012A-2 Bond to the seller of the Series 2012A-2 Bond, backup withholding and information reporting requirements will not apply to such payment provided that such broker derives less than 50 percent of its gross income for certain specified periods from the conduct of a trade or business within the United States, is not a controlled foreign corporation, as such term is defined in the Code, and is not a foreign partnership (1) one or more of the partners of which, at any time during its tax year, are U.S. persons (as defined in U.S. Treasury Regulations Section (c)(2)) who, in the aggregate hold more than 50 percent of the income or capital interest in the partnership or (2) which, at any time during its tax year, is engaged in the conduct of a trade or business within the United States. Moreover, the payment by a foreign office of other brokers of the proceeds of the sale of a Series 2012A-2 Bond, will not be subject to backup withholding unless the payer has actual knowledge that the payee is a U.S. person. Principal and interest so paid by the U.S. office of a custodian, nominee or agent, or the payment by the U.S. office of a broker of the proceeds of a sale of a Series 2012A-2 Bond, is subject to backup withholding requirements unless the beneficial owner provides the nominee, custodian, agent or broker with an appropriate certification as to its non- U.S. status under penalties of perjury or otherwise establishes an exemption. Internal Revenue Service Circular 230 Notice Investors are urged to obtain independent tax advice based upon their particular circumstances. The tax discussion above was not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. The discussion was written to support the promotion or marketing of the Series 2012A-2 Bonds. 24

31 FORWARD-LOOKING STATEMENTS Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements. Such statements are generally identifiable by the terminology used such as plan, expect, estimate, budget, intend, projection or other similar words. The achievement of results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors (including, but not limited to, the risks described under the heading CERTAIN INVESTMENT CONSIDERATIONS ) which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Getty Trust does not plan to issue any updates or revisions to such forward-looking statements if or when its expectations, or events, conditions or circumstances on which such forward-looking statements are based occur. The Infrastructure Bank ABSENCE OF MATERIAL LITIGATION There is not now pending (as to which the Infrastructure Bank has received service of process) or, to the actual knowledge of the officers of the Infrastructure Bank, threatened, any litigation against the Infrastructure Bank restraining or enjoining the issuance or delivery of the Bonds, or contesting the validity of the Bonds or the proceedings or authority under which the Bonds are to be issued. There is no litigation against the Infrastructure Bank pending (as to which the Infrastructure Bank has received service of process) or, to the actual knowledge of the officers of the Infrastructure Bank, threatened, which contests the creation, organization or existence of the Infrastructure Bank, the right of any of the present members or other officers of the Infrastructure Bank to their respective offices, the right of the Infrastructure Bank to enter into the Indenture, the Loan Agreement, the Purchase Agreement or to secure the Bonds in the manner provided in the Indenture, or the resolution of the Infrastructure Bank approving the issuance of the Bonds. The Getty Trust There is no litigation pending against the Getty Trust concerning the sale, delivery or validity of the Bonds or pending against the Getty Trust which if determined adversely to the Getty Trust would have a material adverse effect on the financial position of the Getty Trust. UNDERWRITING Pursuant to a bond purchase agreement (the Purchase Agreement ) by and among Morgan Stanley & Co. LLC, as representative of the underwriters (the Underwriters ), the Infrastructure Bank, and the Treasurer of the State of California (as agent for sale), and approved by the Getty Trust, the Underwriters have agreed to purchase the Series 2012A-1 Bonds at a purchase price of $68,767, (representing the aggregate principal amount of the Series 2012A-1 Bonds, plus an original issue premium of $12,929,327.20, less an underwriters discount of $211,347.14) and the Series 2012A-2 Bonds at a purchase price of $12,852,

32 (representing the aggregate principal amount of the Series 2012A-2 Bonds, less an underwriters discount of $27,985.53). The Underwriters are purchasing the Bonds and intend to offer the Bonds to the original purchasers thereof at the offering price set forth on the cover of this Official Statement, which offering price may subsequently be changed without any requirement of prior notice. The Underwriters may offer and sell the Bonds to dealers and others at a price lower than the initial offering price. The Purchase Agreement provides that the Underwriters will purchase all of the Bonds if any are purchased and that the obligation to make such purchase is subject to the terms and conditions set forth therein. Morgan Stanley, parent company of Morgan Stanley & Co. LLC, an underwriter of the Bonds, has entered into a retail brokerage joint venture with Citigroup Inc. As part of the joint venture, Morgan Stanley & Co. LLC will distribute municipal securities to retail investors through the financial advisor network of a new broker-dealer, Morgan Stanley Smith Barney LLC. This distribution arrangement became effective on June 1, As part of this arrangement, Morgan Stanley & Co. LLC will compensate Morgan Stanley Smith Barney LLC for its selling efforts with respect to the Bonds. FINANCIAL ADVISOR The Getty Trust has retained Swap Financial Group as financial advisor (the Financial Advisor ) in connection with the delivery of the Bonds and corresponding termination of interest rate swap agreements. The Financial Advisor is an independent financial advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. APPROVAL OF LEGALITY The validity of the Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Infrastructure Bank. A complete copy of the proposed form of the opinion to be delivered by Bond Counsel is contained in APPENDIX D FORM OF BOND COUNSEL OPINION. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the Infrastructure Bank by its General Counsel, for the Getty Trust by its General Counsel and by its special counsel, Nixon Peabody LLP, and its special tax counsel, Caplin & Drysdale, Chartered, and for the Underwriters by its counsel O Melveny & Myers LLP. RATINGS Each Series of the Bonds has been assigned ratings of Aaa by Moody s Investors Service ( Moody s ) and AAA by Standard & Poor s Ratings Services ( S&P ), a Standard & Poor s Financial Services LLC business. Such ratings reflect only the views of Moody s and S&P, respectively. An explanation of the significance of the ratings must be obtained from the respective rating agencies. There is no assurance that such ratings will continue for any given period of time or will not be revised downward or withdrawn entirely by the respective rating agencies if, in the judgment of such rating agencies, circumstances so warrant. A downward revision or withdrawal of any such credit ratings may have an adverse effect on the market price and marketability of the Bonds. 26

33 CONTINUING DISCLOSURE No financial or operating data concerning the Infrastructure Bank is being included or incorporated by reference in this Official Statement, and the Infrastructure Bank has not agreed to provide any such financial or operating data either currently or on an on-going basis. The Infrastructure Bank has no continuing disclosure obligations in relation to the Bonds. The Getty Trust has covenanted for the benefit of the registered Owners and beneficial owners of the Bonds to provide financial information and operating data relating to the Bonds (the Annual Report ) not later than six (6) months after the end of each fiscal year of the Getty Trust (which fiscal year begins on July 1 of each year and ends on the next succeeding June 30), commencing with the report for the fiscal year ending June 30, 2012, and to provide notices of the occurrence of enumerated events. The Annual Report and notices of such enumerated events will be filed with the Municipal Securities Rulemaking Board through the Electronic Municipal Market Access ( EMMA ) System. The specific nature of the information to be contained in the Annual Report and in a notice of an enumerated event is summarized in APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT. These covenants have been made in order to assist the Underwriters of the Bonds in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). The Getty Trust is subject to continuing disclosure requirements under existing continuing disclosure agreements. The Getty Trust has complied with its continuing disclosure requirements thereunder during the previous five years. [Remainder of Page Intentionally Left Blank] 27

34 MISCELLANEOUS Any statements made in this Official Statement involving estimates or matters of opinion, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates or matters of opinion will be realized. Neither this Official Statement nor any statement that may have been made orally or in writing is to be construed as a contract with the Owners or the beneficial owners of the Bonds. The Infrastructure Bank has duly authorized the distribution of this Official Statement in connection with the offering of the Bonds. The Getty Trust has duly authorized the execution, delivery and distribution of this Official Statement in connection with the offering of the Bonds. The Infrastructure Bank makes no representations or warranties whatsoever with respect to any information contained herein except for information contained in the section entitled THE INFRASTRUCTURE BANK and ABSENCE OF MATERIAL LITIGATION The Infrastructure Bank. The execution and delivery of this Official Statement has been duly authorized by the Getty Trust. THE J. PAUL GETTY TRUST By: /s/ Patricia A. Woodworth Patricia A. Woodworth Vice-President, Chief Financial Officer and Chief Operating Officer -28-

35 APPENDIX A THE J. PAUL GETTY TRUST GENERAL INTRODUCTION AND OVERVIEW The J. Paul Getty Trust (the Getty Trust ), a California charitable trust and private operating foundation within the meaning of Section 4942(j)(3) of the Internal Revenue Code of 1986 (the Code ) and an organization described in Section 501(c)(3) of the Code, is an international cultural and philanthropic institution that focuses on the visual arts in all their dimensions, recognizing their capacity to inspire and strengthen humanistic values. The Getty Trust is based at the Getty Center in Los Angeles, California (the Getty Center ) and at the Getty Villa (as defined herein) in Malibu, California (see THE J. PAUL GETTY TRUST below for a description of the Getty Center and the Getty Villa). The mission of the Getty Trust is to further knowledge and nurture critical seeing through the growth and presentation of its collections and by advancing the understanding and preservation of the world s artistic heritage. The Getty Trust serves both the general public and a wide range of professional communities in Los Angeles and throughout the world through four operating programs: The J. Paul Getty Museum (the Museum ) collects, preserves, exhibits and interprets works of art of the highest quality. The Museum develops its collection through purchases and gifts, complementing its impact through special exhibitions, publications, educational programs developed for a wide range of audiences, and a related performing arts program. The Museum strives to provide its visitors with a unique experience in viewing works of art at the Getty Center and Getty Villa sites. The Getty Research Institute (the Research Institute ) is dedicated to furthering knowledge and advancing understanding of the visual arts. Its research library with special collections of rare materials and digital resources serves an international community of scholars and the interested public. The Research Institute creates and disseminates new knowledge through its expertise, public programs, institutional collaborations, exhibitions, publications, digital services and residential scholars program. The Getty Conservation Institute (the Conservation Institute ) works internationally to advance conservation practice in the visual arts broadly interpreted to include objects, collections, architecture, and sites. The Conservation Institute serves the conservation community through scientific research, education and training, model field projects, and the dissemination of the results of both its own work and the work of others in the field. The Getty Foundation (the Foundation ) fulfills the philanthropic mission of the Getty Trust by supporting individuals and institutions committed to advancing the understanding and preservation of the visual arts locally and throughout the world. Through strategic grants and programs, the Foundation strengthens art history as a global discipline, promotes the interdisciplinary practice of conservation, increases access to museum and archival collections, and develops current and future leaders in the visual arts. A-1

36

37 Trustees serving on the Board as of December 31, 2011 are as follows: Trustee Principal Affiliation Current Term Ends Frances Daly Fergusson Vassar College June 30, 2015 President Emeritus and Professor of Art Maria D. Hummer-Tuttle Manatt, Phelps and Phillips June 30, 2013 Former Partner Joanne C. Kozberg California Strategies June 30, 2013 Partner Paul LeClerc The New York Public Library June 30, 2015 Retired President, CEO and Trustee David Lee Clarity Partners, L.P. June 30, 2013 Managing General Partner Luis G. Nogales Nogales Partners June 30, 2012 Managing Partner Stewart A. Resnick Roll International Corporation June 30, 2013 Chairman Neil L. Rudenstine ARTstor June 30, 2015 Vice Chair Chairman William E. B. Siart ExED June 30, 2013 Founder and Chairman Mark S. Siegel Remy Investors & Consultants, Inc. June 30, 2013 Chair President Ronald P. Spogli Freeman Spogli & Co. June 30, 2014 President and CEO Peter J. Taylor University of California June 30, 2013 Chief Financial Officer Jay S. Wintrob SunAmerica Financial Group June 30, 2012 President and CEO James Cuno The J. Paul Getty Trust Serves as long as he is President and Chief Executive Officer President A-3

38

39 THE J. PAUL GETTY TRUST In 1953, J. Paul Getty founded the Getty Trust (originally known as The J. Paul Getty Museum) to oversee his art collection. The Getty Trust s indenture called for a museum, gallery of art and library and stated the purpose of the Getty Trust as the diffusion of artistic and general knowledge. The Getty Trust s original museum first opened its doors on a limited basis in 1954 and was housed at Mr. Getty s ranch house (the Ranch House ), a weekend home located in Los Angeles on the border of Malibu. In the late l960s, Mr. Getty began plans for building a new museum on the Ranch House property. Mr. Getty modeled this new museum building and its environs (commonly referred to, together with the Ranch House, as the Getty Villa ) after the Villa dei Papiri, a Roman country house near Naples that was buried by the eruption of Mount Vesuvius in A.D. 79. This new museum building opened in From its opening until its closure for extensive renovations in 1997, the Getty Villa attracted millions of visitors. Mr. Getty died in 1976 and left approximately $700 million in Getty Oil Company stock to further the purposes of the Getty Trust. After Mr. Getty s estate was settled in the early 1980s, the Board expanded the Getty Trust s mission and created new programs under the Getty Trust umbrella. These programs include the Museum, the Research Institute, the Conservation Institute and the Foundation. See GENERAL INTRODUCTION AND OVERVIEW above for a description of these programs. Getty Center With the expansion of the Getty Trust s mission, the rapid growth of the Museum s collection and the addition of new programs, the Board decided to bring the majority of the Getty Trust s activities together on one campus. As a result, the Getty Trust undertook the construction of the Getty Center. The Getty Center comprises six buildings located on hills in the Sepulveda Pass at the 405 Freeway in the Brentwood section of Los Angeles. The 110 acre developed footprint of the buildings and manicured grounds is part of a 753 acre parcel that makes up the entire site. The Getty Center was designed by American architect Richard Meier and, at a cost of over $1 billion, was the largest single-phase construction project in the history of Los Angeles at the time. The Getty Center opened to the public in December The Getty Center features extensive gardens and distinctive buildings that house the Museum, the Research Institute, the Conservation Institute and the Foundation. The Getty Center attracts approximately 1.2 million visitors annually and, through December 2011, had hosted approximately 18.4 million visitors. Admission to the Getty Center, including the Museum, is free. More than half of the Getty Center s visitors come from the Southern California region. Getty Villa The Getty Villa in Malibu is an educational center and museum dedicated to the study of the arts and cultures of ancient Greece, Rome, and Etruria, anchored by the Museum s collection of Greek and Roman antiquities as the core of its exhibitions. The Getty Villa features Roman-inspired architecture and gardens and a classical theater. The Getty Villa attracts approximately 400,000 visitors annually and, through December 2011, had hosted approximately 2.2 million visitors since its reopening in 2006 after being closed for several years for extensive renovations. A-5

40 THE GETTY TRUST S FINANCIAL OPERATIONS Financial statements of the Getty Trust are presented in APPENDIX B FINANCIAL STATEMENTS OF THE J. PAUL GETTY TRUST FOR THE YEARS ENDED JUNE 30, 2011 AND JUNE 30, The following pages provide only a summary of information relative to the financial condition of the Getty Trust extracted from the Getty Trust s audited financial statements for the fiscal years ended June 30, 2007 through June 30, The most recent annual disclosure statement of the Getty Trust was filed with the Municipal Securities Rulemaking Board in November The financial statements presented in Appendix B are an integral part hereof and should be reviewed carefully in their entirety, along with the other financial information contained herein. Operating Performance In the fiscal year ended June 30, 2007, unrestricted net assets increased by $848,736,000, or 11% over the fiscal year ended June 30, In the fiscal year ended June 30, 2008, unrestricted net assets decreased by $453,164,000 or 5.1%. In the fiscal year ended June 30, 2009, unrestricted net assets decreased by an additional $1,584,821,000 or 18.8%. In the fiscal year ended June 30, 2010, unrestricted net assets increased by $278,557,000 or 4.1%. In the fiscal year ended June 30, 2011, unrestricted net assets increased by $790,552,000, or 11.1%. The Statement of Activities for the Getty Trust for the fiscal years ended June 30, 2007 through June 30, 2011 is summarized in the following table. [Remainder of Page Intentionally Left Blank] A-6

41 THE J. PAUL GETTY TRUST SUMMARY STATEMENT OF ACTIVITIES (Amounts in Thousands) As of June (4) (4) 2011 Revenue Investment income, net (1) $1,136,730 ($169,897) ($1,292,765) $565,203 $1,011,546 Sales and other income, net 16,819 25,204 24,505 26,173 24,547 Contributions (2) 2,890 4,242 4,782 4,606 7,105 Total Revenue 1,156,439 (140,451) (1,263,478) 595,982 1,043,198 Expenses Museum 126, , , , ,910 Research and library 63,702 67,431 53,042 44,057 46,368 Conservation 46,618 41,547 33,015 26,915 26,344 Education 9, Foundation and grants 27,776 46,395 33,259 37,208 29,145 General and administrative 33,621 11,890 11,240 10,458 11,048 Total Expenses 307, , , , ,815 Pension and other post retirement -- 53,168 (20,590) (36,013) 17,169 plan adjustments (3) Loss on debt extinguishment -- (17,318) Change in Unrestricted Net Assets $848,736 ($453,164) ($1,584,821) $278,557 $790,552 (1) Consists of interest and dividend income plus net realized and unrealized gains (losses) on investments and interest rate swap agreements. See Investments below. (2) Consists of contributions and net assets released from restriction. (3) See Note 9 to the Financial Statements attached hereto as Appendix B. (4) Certain reclassifications have been made to the 2008 financial data to conform to the 2009, 2010 and 2011 presentations. Certain reclassifications have been made to the 2010 financial data to conform to the 2011 presentation. Investments The Board is responsible for general oversight of the Getty Trust s investment activities and for establishing the Investment Policy for the Getty Trust. The Investment Policy provides that overall investment objectives and goals should be achieved through a diversified portfolio that balances return expectations and risk tolerances, and is managed by external investment managers whose performance is reviewed regularly and compared to agreed-upon guidelines and benchmarks. The Getty Trust s long-term objective is to achieve a total real rate of return (net of inflation) greater than 5%. This return is to be achieved within the risk tolerances adopted by the Board and according to the asset allocation guidelines established in the Investment Policy. Asset allocation is discussed regularly by the Investment Committee described below and formally reviewed by the Board at least every three years, or as may be necessary to address a significant change in the operations or financial condition of the Getty Trust. A-7

42 The Investment Committee of the Board is responsible for overseeing the Getty Trust s investment program, monitoring the performance of the Getty Trust s investment managers and assisting the Board in determining the strategic asset allocation for the investment program. The Investment Committee reports significant issues to the Board. The Investment Committee is comprised of Trustees who have substantial investment experience. The Investment Committee currently also includes one non-voting member who is not a Trustee, but who provides the Investment Committee with additional investment expertise. The Getty Trust s Vice President, Chief Investment Officer and Treasurer manages the investment program according to the Board s Investment Policy and implements the asset allocation strategy through the selection of external investment managers who invest the assets according to the Investment Policy and specific investment guidelines incorporated into each investment management agreement. The Vice President, Chief Investment Officer and Treasurer is authorized to hire and terminate investment managers as appropriate to achieve the goals of the Investment Policy. The Board periodically reviews the Investment Policy and considers recommendations put forth by the Investment Committee. The Investment Policy was most recently reviewed and revised by the Board on January 22, 2012 and provides that the Getty Trust s investments should be allocated approximately 32% (with a target allocation range of 22% to 42%) to publicly-traded domestic and international equity securities, approximately 14% (with a target allocation range of 10% to 18%) to fixed-income securities, and approximately 54% (with a target allocation range of 39% to 69%) to alternative investments. Market performance can cause the actual distribution of the value of Getty Trust assets to vary from the target allocation ranges set out in the Investment Policy. As of November 30, 2011, based on the Getty Trust s internal management investment classifications, approximately 27% of the Getty Trust s investments were in publicly-traded domestic and international equity securities, approximately 10% were in fixed income securities and approximately 63% were in alternative investments. The Getty Trust s investment portfolio utilizes active management, passive indexed and enhanced index funds. Equity investments include those with value and growth characteristics, companies with large-, mid- and small-capitalization, and international companies. Fixed-income investments cover a range of debt obligations and maturities in predominantly investment-grade securities. Alternative investments include private equity (buyout and venture capital funds), real assets (real estate, energy and timber funds), distressed debt, and hedge funds. Further, the Getty Trust regularly invests a portion of its funds in derivative financial instruments, primarily for hedging purposes. Each of these types of investments entails risk. For a discussion of risks related to the Getty Trust s investments, see CERTAIN INVESTMENT CONSIDERATIONS Investment of Funds Risk in this Official Statement. The values of invested funds by asset class as of the end of each fiscal year ended June 30, 2007 through 2011 and the unaudited investment balances as of November 30, 2011 are shown in the following table. A-8

43 THE J. PAUL GETTY TRUST VALUE OF INVESTMENTS * (Amounts in Thousands) As of November 30 As of June (3) (Unaudited) Cash and Cash Equivalents ** $181,313 $289,489 $295,622 $296,400 $349,444 $332,645 U.S. Treasury and agency securities 231, , ,496 68,578 67,353 47,425 Corporate bonds 309, , , , , ,335 Common stocks and mutual funds 2,272,261 1,464,096 1,009,331 1,048,018 1,287,108 1,099,442 Alternative investments (1) 3,423,121 3,711,139 2,903,326 3,240,157 3,683,318 3,553,561 Totals (2) $6,417,770 $5,980,672 $4,462,949 $4,841,958 $5,585,619 $5,168,408 * Value is determined based on quoted market prices where available. Investments are reported at fair value. A significant portion of the Getty Trust s alternative investments are made up of limited partnerships, which include private equity, venture capital, hedge funds, distressed debt and real property assets. Limited partnerships invest in both publicly-traded and private securities. ** Listed as Short Term Investments in the 2007, 2008 and 2009 financial data presentations. (1) The June 30, 2008 investment balances classify any funds which provide information on the underlying assets, consisting of either public equity or fixed-income securities, according to these underlying assets. The prior years investment balances have been reclassified accordingly. At June 30, 2011, the Getty Trust had future commitments to invest in private equity partnerships of approximately $776 million. See Note 4 to the Financial Statements attached hereto as Appendix B. This amount does not include projected investment returns from such partnerships. (2) (3) Totals represent gross investment assets and do not include investment payables and receivables, or income receivables. Certain reclassifications have been made to the 2009 financial data to conform to the 2010 presentation. Annual Support from the Endowment The Getty Trust, with the approval of the Board, appropriates for distribution (on a cash basis) each year 5% of its endowment fund s value determined either by (1) averaging the fair value over the prior 12 quarters through the calendar year-end preceding the fiscal year in which the distribution is planned or (2) using the estimated fair value of the endowment at calendar year-end preceding the fiscal year in which the distribution is planned. For the fiscal year ended June 30, 2007, the Trustees approved the use of $238.6 million of endowment funds to support operations and capital outlay. The Trustees approved the use of $259.2 million of endowment funds to support operations and capital outlay during the fiscal year ended June 30, 2008; the use of $284 million of endowment funds for fiscal year ended June 30, 2009; the use of $219.9 million of endowment funds for the fiscal year ended June 30, 2010; and the use of $245 million of endowment funds for the fiscal year ended June 30, For the fiscal year ending June 30, 2012, the Trustees approved the use of $253 million of endowment funds. It has been the practice of the Getty Trust to A-9

44 permit any under spending of the current year s spending authorizations to be available for spending in future years. Outstanding Debt Bonds. As of December 31, 2011, the outstanding indebtedness of the Getty Trust totaled approximately $615.7 million, consisting of obligations under loan agreements entered into in connection with bonds issued on behalf of the Getty Trust by the California Infrastructure and Economic Development Bank (the I-Bank ). This indebtedness included (i) $68,450,000 outstanding principal amount of the Refunded Bonds as described in this Official Statement; (ii) $270,475,000 outstanding principal amount of bonds issued in October 2007 (the 2007 Bonds ) to refinance taxable indebtedness of the Getty Trust the proceeds of which were primarily used for art acquisitions; and (iii) $276,800,000 outstanding principal amount of bonds issued in December 2011 (the 2011 Bonds ) to refund bonds originally issued in 2003 (the Refunded 2003 Bonds ) to finance the renovation, construction, furnishing and equipping of a museum and related facilities owned and operated by the Getty Trust and located in Los Angeles. The Bonds described in this Official Statement, the 2007 Bonds and the 2011 Bonds are collectively referred to herein as the Getty Bonds. Assuming the successful refunding of the Refunded Bonds as described in this Official Statement on the closing date, the total outstanding amount of Getty Bonds that will bear interest at a daily rate is $135,225,000, consisting of the Series 2007A-2 Bonds and the Series 2007A-4 Bonds. The total outstanding amount of Getty Bonds that will be in a long-term mode is $135,250,000, consisting of the Series 2007A-3 Bonds in a long-term mode that ends on April 1, 2012 and the Series 2007A-1 Bonds in a long-term mode that ends on March 31, The total amount of Getty Bonds that will bear interest at an interest rate spread to SIFMA is $276,800,000, consisting entirely of the 2011 Bonds. The total amount of Getty Bonds that will bear interest at a fixed rate to their maturity date is $68,930,000, consisting entirely of the Bonds described in this Official Statement. The Getty Trust is responsible for all payments in connection with the mandatory tender for purchase of any Getty Bonds that can be tendered in accordance with their terms (which does not include the Bonds described in this Official Statement) on the applicable Mandatory Purchase Dates and each indenture requires the Getty Trust to purchase the Getty Bonds with its own funds if sufficient remarketing proceeds are not available (except payments in connection with the mandatory tender for purchase of the 2011 Bonds in certain circumstances). On March 25, 2010, the Getty Trust executed revolving credit agreements (each, a Revolving Credit Agreement ) with Bank of America, N.A. ( Bank of America ) and JPMorgan Chase Bank, N.A. ( JPMorgan ). The Getty Trust may draw, but is not required to draw, upon each of the respective Revolving Credit Agreements as an additional source of funds, beyond the Getty Trust s own internal liquidity, to pay the purchase price of certain Getty Bonds that have been tendered for purchase and not remarketed. Under the Bank of America Revolving Credit Agreement, Bank of America has agreed to advance up to $100,000,000 (the Bank of America Commitment ) to the Getty Trust upon request by the Getty Trust as further described therein. Under the JPMorgan Revolving Credit Agreement, as subsequently amended, JPMorgan has agreed to advance up to $162,000,000 (the JPMorgan Commitment, and together with the Bank of America Commitment, the Commitments ) to the Getty Trust upon request by the Getty Trust as further described therein. Each Revolving Credit Agreement terminates on March 25, 2013, unless extended or terminated sooner in accordance with its respective terms. Under certain circumstances as described therein, each Revolving Credit Agreement may expire immediately without notice. The Getty Trust is currently reevaluating the necessity and amount of the Commitments and the various modes of the Getty Bonds. The Revolving Credit Agreements do not guarantee the payment of principal of or interest or redemption premium, if any, on any of the Getty Bonds. A-10

45 Interest Rate Swap Agreements. The Getty Trust entered into fixed-payor interest rate swap agreements in connection with the Refunded 2003 Bonds, the Refunded Bonds as described in this Official Statement (the 2004 Interest Rate Swap Agreements ) and the 2007 Bonds. The interest rate swap agreements that the Getty Trust entered into in connection with the Refunded 2003 Bonds remain outstanding. The Getty Trust also entered into fixed-receiver interest rate swap agreements in connection with the Refunded 2003 Bonds and the Refunded Bonds, but those swap agreements expired in accordance with their terms on December 1, The following fixed-payor interest rate swap agreements were outstanding as of November 30, Under each, the Getty Trust receives payments that are calculated by reference to a floating interest rate (based on a market index) applied to a notional amount and makes payments that are calculated by reference to a fixed interest rate applied to that notional amount. Bonds Notional Amount Swap Counterparty Getty Trust Paying Rate Getty Trust Receiving Rate Expiration Date Value at 11/30/11 Refunded 2003 Bonds $137,500,000 Morgan Stanley Capital Services LLC (1) 3.740% 70% of Three Month LIBOR 4/1/2033 ($35,711,468) Refunded 2003 Bonds 137,500,000 JPMorgan Chase Bank % of Three Month LIBOR 4/1/2033 (34,776,794) Refunded 33,810,000 Morgan Stanley Bonds (2) Capital Services LLC (1) Refunded 33,810,000 JPMorgan Chase Bonds (2) Bank 2007A 135,237,500 JPMorgan Chase Bank 2007A 135,237,500 Morgan Stanley Capital Services LLC (1) % of Three Month LIBOR less 0.2% % of Three Month LIBOR less 0.2% % of Three Month LIBOR % of Three Month LIBOR 10/1/2023 (6,243,574) 10/1/2023 (6,152,280) 10/1/2047 (52,242,353) 10/1/2047 (54,080,045) Total $613,095,000 ($189,206,514) (1) Morgan Stanley Capital Services LLC is a subsidiary of Morgan Stanley. All swap obligations of Morgan Stanley Capital Services LLC are fully and unconditionally guaranteed by Morgan Stanley. (2) The Getty Trust has terminated the 2004 Interest Rate Swap Agreements in connection with the refunding of the Refunded Bonds. All of the interest rate swap agreements entail risk to the Getty Trust. The swap counterparties may fail or be unable to perform, interest rates will vary from assumptions, and the Getty Trust may be required to post collateral in favor of its counterparties or to make significant payments to its counterparties, in the event of an early termination of an interest rate swap agreement. Early termination of an interest rate swap agreement could occur due to a default by either party or the occurrence of a termination event. As of November 30, 2011, the Getty Trust would have been required to pay termination payments to its counterparties if any of the swaps described in the table above were A-11

46 terminated on that date. In the table above, the column entitled Value at 11/30/11 contains the estimated termination amounts for each swap; a negative number means that the Getty Trust would have been required to pay a termination payment approximating the indicated value. The actual amounts would likely differ due to a variety of factors. At November 30, 2011, the Getty Trust estimated its gross liability for all such termination payments at approximately $189 million, approximately $12.3 million of which is attributable to the termination payments for the 2004 Interest Rate Swap Agreements. The amount of termination payments that the Getty Trust will actually pay in connection with the termination of the 2004 Interest Rate Swap Agreements will be determined at the time of the pricing of the Refunded Bonds. The Getty Trust is required to post collateral in favor of a counterparty to the extent that the Getty Trust s total exposure for termination payments to that counterparty exceeds $50 million. The amount of required collateral varies from time to time due primarily to interest rate movements and can change significantly over a short period of time. The highest amount of collateral the Getty Trust has been required to post was approximately $57.6 million, as of January 2, 2009, which was posted in favor of Morgan Stanley Capital Services LLC. The total amount of collateral posted as of November 30, 2011 was $48.9 million, which is posted in favor of Morgan Stanley Capital Services LLC. The swap counterparties could also be required to post collateral for the benefit of the Getty Trust as a result of market conditions favorable to the Getty Trust. Collateral deposited by the Getty Trust would be held by the counterparties; a bankruptcy of any counterparty holding collateral posted by the Getty Trust could adversely affect the return of the collateral to the Getty Trust. Moreover, posting collateral limits the Getty Trust s liquidity. If collateral requirements increase significantly, the Getty Trust s liquidity may be materially adversely affected. Debt Management Policy In January 2003, the Trustees approved a Debt Management Policy that provides the Getty Trust s management with guidelines regarding the issuance and management of both short-term and long-term debt. The Debt Management Policy references the purposes and uses of debt by the Getty Trust, including development of debt limits, specifying debt standards and debt structure considerations, and describing the debt administration process, including the annual review of the Getty Trust s debt portfolio by the Board. Under the Debt Management Policy, tax-exempt debt is limited by the availability of nonendowment revenues to support annual debt service; tax-exempt debt generally will not be incurred unless income to be derived from operations other than investment income is sufficient to meet annual debt service requirements. Under the Debt Management Policy, taxable debt is limited by the availability of unrestricted endowment funds to support annual debt service, and the total amount of debt is limited to an amount equal to 20% of the unrestricted endowment funds of the Getty Trust. The Getty Trust may be out of compliance with the Debt Management Policy from time to time because compliance depends in part upon investment performance. The Debt Management Policy may be amended or terminated at any time by the Board. The Getty Trust is not subject to any contractual limits on outstanding indebtedness. As of December 31, 2011, the Getty Trust had a principal amount of approximately $615.7 million in long-term debt outstanding (see Outstanding Debt Bonds above), and unrestricted endowment funds of the Getty Trust totaled approximately 8 times such outstanding indebtedness. Future Borrowings Other than new bonds expected to be issued by the I-Bank (assuming the approval by the I-Bank) to refund the Series 2007A-3 Bonds and the Series 2007A-4 Bonds (which the Getty Trust is currently considering refunding on or about April 2, 2012), management of the Getty Trust does not anticipate the need to incur any additional debt. Nevertheless, changes in economic conditions or in the Investment Policy, or other changes, may lead management to determine that incurring additional debt is in the interest of the Getty Trust. The Getty Trust is not restricted contractually or otherwise from incurring additional debt. Any such additional debt would be subject to the prior approval of the Board. A-12

47 Capital Projects Regular capital investments are expected to occur at both the Getty Center and the Getty Villa in the coming years and are expected to be paid from endowment funds. Insurance The Getty Trust currently maintains insurance on all properties owned and leased by the Getty Trust. These policies include fixed-asset coverage for fire, theft, malicious mischief, vandalism, earthquake and flood damage to the buildings, tenant improvements, contents and electronic data processing equipment. In addition to this coverage, the Getty Trust also carries fine arts insurance, automobile liability, general liability, directors and officers liability, and fiduciary liability insurance and other specialized coverages, such as coverage for terrorist acts and crime. Limits of liability are determined by the Risk Management Department of the Getty Trust in conjunction with advice obtained from the Getty Trust s insurance consultants. Coverage limits are generally less than the full replacement value of insured property, but are based on maximum probable loss studies. Events such as acts of terrorism or other natural catastrophes affecting the Getty Trust or the insurance industry may cause the cost of insurance to rise or particular types of coverage to become unavailable in the future. The insurance that the Getty Trust currently maintains may not be available for renewal, the Getty Trust may terminate or elect not to renew its existing insurance coverage if it concludes that the cost of such insurance is economically unreasonable or for other reasons, and the insurance maintained by the Getty Trust, including its existing coverage and any coverage it may obtain in the future, may not be adequate to cover all potential claims and losses. The Getty Trust is not required, contractually or otherwise, to maintain insurance of any kind. Employees and Volunteers OTHER PERTINENT INFORMATION The Getty Trust and its various programs have approximately 1,300 full-time equivalent employees and approximately 850 volunteers and docents. The Getty Trust s employees are not unionized and management believes that its current relationship with employees is positive. Legal Matters The Getty Trust is involved in legal proceedings arising in the ordinary course of its affairs. Management of the Getty Trust does not expect such legal proceedings, if determined adversely to the Getty Trust, to have a material effect on the Getty Trust s financial position. A-13

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49 APPENDIX B FINANCIAL STATEMENTS OF THE GETTY TRUST FOR THE YEARS ENDING JUNE 30, 2011 AND 2010 B-1

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51 THE J. PAUL GETTY TRUST Financial Statements June 30, 2011 and 2010 (With Independent Auditors Report Thereon)

52 KPMG LLP Suite South Grand Avenue Los Angeles, CA Independent Auditors Report The Board of Trustees The J. Paul Getty Trust: We have audited the accompanying statements of financial position of The J. Paul Getty Trust (the Trust) (a tax-exempt, private operating foundation) as of June 30, 2011 and 2010, and the related statements of activities and cash flows for the years then ended. These financial statements are the responsibility of the Trust s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The J. Paul Getty Trust as of June 30, 2011 and 2010, and the changes in net assets and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. November 10, 2011 KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative ( KPMG International ), a Swiss entity.

53 THE J. PAUL GETTY TRUST Statements of Financial Position June 30, 2011 and 2010 (Amounts in thousands) Assets Cash $ 1, Receivables: Investments 106,058 48,267 Interest and dividends 3,658 1,967 Other 6,322 4,943 Investments 5,580,226 4,839,187 Investments whose use is limited 5,393 2,771 Property and equipment, net 1,209,180 1,260,959 Collections and other assets 2,001,921 1,935,235 Liabilities and Net Assets $ 8,913,773 8,093,604 Liabilities: Accounts payable $ 12,314 10,183 Payables on investment purchases 128,351 58,339 Accrued and other liabilities 149, ,347 Interest rate swaps 90, ,190 Bonds payable 618, , , ,614 Net assets: Unrestricted 7,909,332 7,118,780 Temporarily restricted 4,385 1,445 Permanently restricted ,914,687 7,120,990 $ 8,913,773 8,093,604 See accompanying notes to financial statements. 2

54 THE J. PAUL GETTY TRUST Statements of Activities Years ended June 30, 2011 and 2010 (Amounts in thousands) Change in unrestricted net assets: Revenues and other support: Sales and other income $ 24,547 26,173 Contributions 6,779 4,137 Investment income: Interest and dividend income, net 61,511 37,531 Net realized and unrealized gain on investments 930, ,979 Net investment income 991, ,510 Net realized and unrealized gain (loss) on interest rate swap agreements 19,877 (36,307) Net assets released from restriction Total revenues, other support, and investment income 1,043, ,982 Expenses: Program services: Museum 156, ,774 Research Institute 46,368 44,057 Conservation Institute 26,344 26,915 Foundation and Grants 29,145 37,208 Total program services 258, ,954 Supporting services: General and administrative 11,048 10,458 Total expenses 269, ,412 Pension and other postretirement plans 17,169 (36,013) Change in unrestricted net assets 790, ,557 Change in temporarily restricted net assets: Contributions 3, Net assets released from restriction (326) (469) Change in temporarily restricted net assets 2, Change in permanently restricted net assets: Contributions Change in net assets 793, ,190 Net assets, beginning of year 7,120,990 6,841,800 Net assets, end of year $ 7,914,687 7,120,990 See accompanying notes to financial statements. 3

55 THE J. PAUL GETTY TRUST Statements of Cash Flows Years ended June 30, 2011 and 2010 (Amounts in thousands) Cash flows from operating activities: Change in net assets $ 793, ,190 Adjustments to reconcile change in net assets to net cash used in operating activities: Depreciation and amortization 46,812 47,345 Net realized and unrealized gain on investments (930,158) (563,979) Unrealized (gain) loss on interest rate swap agreements (19,877) 36,307 Noncash contributions of art (4,992) (3,850) Unrealized loss on property and equipment 1,294 Loss on disposition of property and equipment 3, Gain on disposition of collection items (2,696) (97) Pension-related changes (17,169) 36,013 Contributions restricted for long-term investment (205) (205) Changes in operating assets and liabilities: Interest and dividends receivable (1,691) 723 Other receivables (1,379) (3,300) Other assets 306 (1,203) Accounts payable 2,131 (4,830) Accrued and other liabilities (4,390) 4,344 Net cash used in operating activities (136,152) (172,087) Cash flows from investing activities: Proceeds from sales of investments 9,168,099 8,052,506 Purchases of investments (8,969,381) (7,856,320) Purchases of collection items (61,971) (15,682) Proceeds from the sale of collection items 2, Purchases of property and equipment (7,262) (4,659) Proceeds from sale of property and equipment 8, Net cash provided by investing activities 140, ,979 Cash flows from financing activities: Proceeds from bonds payable 54, ,125 Payments on bonds payable (58,335) (165,200) Contributions restricted for long-term investment Net cash used in financing activities (4,030) (3,870) Net increase in cash Cash, beginning of year Cash, end of year $ 1, Supplemental disclosure of cash flow information: Cash paid during the year for interest $ 22,836 23,428 See accompanying notes to financial statements. 4

56 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 (1) Organization The J. Paul Getty Trust (the Trust) is a tax-exempt, private operating foundation whose mission serves both general audiences and specialized professionals. The Trust is a cultural and educational institution that focuses on the visual arts in all of their dimensions and their capacity to strengthen and to inspire aesthetic and humanistic values. It is dedicated to the presentation, enjoyment, study, and conservation of the visual arts and humanities in order to offer the public opportunities to more fully understand, experience, value, and preserve the world s art and cultural heritage. (2) Summary of Significant Accounting Policies (a) Basis of Financial Presentation The accompanying financial statements have been prepared on the accrual basis of accounting. The Trust recognizes contributions, including unconditional promises to give, as revenue in the period received. Contributions and net assets are classified based on the existence or absence of donor-imposed restrictions. As such, the net assets of the Trust and changes therein are classified and reported as follows: Unrestricted net assets Net assets that are not subject to donor-imposed stipulations and that may be expendable for any purpose in carrying out the Trust s mission. Temporarily restricted net assets Net assets subject to donor-imposed stipulations that may or will be met either by actions of the Trust and/or the passage of time. As the restrictions are satisfied, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the accompanying statements of activities as net assets released from restrictions. Donor-restricted contributions received and expended in the same reporting period are recorded as unrestricted support. Permanently restricted net assets Net assets subject to donor-imposed stipulations that resources be maintained in perpetuity. Investment income generated from these funds is available for general support of the Trust s programs and operations unless otherwise stipulated by the donor. (b) Fair Value of Financial Instruments The Trust follows the provisions of Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, included in FASB Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. In accordance with ASC Topic 820, fair value is defined as the price that the Trust would receive upon selling an investment in an orderly transaction to a market participant in the principal or most advantageous market of the investment. ASC Topic 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. 5 (Continued)

57 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 ASC Topic 820 also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information. SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to measurements involving significant unobservable inputs (Level III measurements). The three levels of the fair value hierarchy are as follows: Level I inputs are quoted prices (unadjusted) in active markets for identical assets that the entity has the ability to access at the measurement date. Level II inputs are inputs other than quoted prices included within Level I that are observable for the assets, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other observable inputs that can be corroborated by observable market data. Level III inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In conjunction with the adoption of ASC Topic 820, the Trust adopted the measurement provisions of Accounting Standards Update No , Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), to certain investments in funds that do not have readily determinable fair values including private equity, venture capital, hedge funds, distressed debt, real assets, and other funds. This guidance amends ASC Topic 820 and allows, as a practical expedient, for the estimation of the fair value of investments in investment companies for which the investment does not have a readily determinable fair value using net asset value per share or its equivalent. Under this approach, certain attributes of the investment such as restrictions on redemption and transaction prices from principal-to-principal or brokered transactions are not considered in measuring the fair value of an investment. (c) Investments Investments are stated at fair value at June 30, 2011 and The fair value of investments in securities traded on national securities exchanges is valued at the closing price on the last business day of the fiscal year. The estimated fair value for alternative investments is based on net asset values provided by the external investment managers. The net asset values for the alternative investments necessarily involve estimates, appraisals, assumptions, and methods, which are reviewed by the Trust s Investment Office. Realized and unrealized gains or losses on investments are recorded in the statements of activities. Investment purchases and sales are recorded on a trade-date basis. Dividend income is recorded based upon the ex-dividend date, and interest income is recorded as earned on an accrual basis. Futures, forwards, and options contracts are marked-to-market with the change reflected in net realized and unrealized gains on investments in the accompanying statements of activities. 6 (Continued)

58 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 (d) Property and Equipment Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the respective assets or amortized over the terms of the respective leases, whichever is shorter, as follows: Buildings Building improvements Leasehold improvements Furniture, equipment, and exhibits 25 to 50 years Up to 25 years Lesser of life of asset or lease term 4 to 25 years The Trust reviews for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During the years ended June 30, 2011 and 2010, no impairment loss was recognized in the accompanying statements of activities. (e) Collections and Other Assets Included in collections and other assets are the Trust s collections, which comprise art objects, artifacts of historical significance, and the research and photographic libraries that are held for exhibition and educational, research, and curatorial purposes. Collection items are recorded at cost if purchased or, if contributed, at appraised value at the date of contribution. As of June 30, 2011 and 2010, the Trust s collection totaled $1,990,029,000 and $1,923,292,000, respectively. The publication inventory, also carried as a component of collections and other assets, is carried at the lower of cost or estimated net realizable value, totaling $5,076,000 and $5,042,000 at June 30, 2011 and 2010, respectively. Objects in the Trust s collection may be subject to decreases in value due to changes in attribution. In addition, objects in the Trust s collection may be subject to forfeiture or other claims made by individuals, for example, objects appropriated during the Nazi era, or by countries related to the return of cultural property. The Trust closely monitors these risks, and when it is determined that the value of an item may be impaired and the loss can be estimated, the Trust adjusts the value of the assets by establishing a reserve. As of June 30, 2011 and 2010, the Trust s reserve totaled $3,976,000. (f) (g) Grant Expenditures Grant expenditures are recognized as expense in the period the grant is approved, provided the grant is not subject to future conditions, including grants that are expected to be paid in future years. Contributed Services Contributed services are recognized if the services received (a) create or enhance long-lived assets or (b) require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation. The Trust receives a significant amount of contributed time from unpaid volunteers that does not meet the two recognition criteria described 7 (Continued)

59 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 above. Accordingly, the value of this contributed time is not reflected in the accompanying financial statements. (h) (i) (j) Functional Allocation of Expenses The costs of providing the various programs and other activities have been summarized on a functional basis in the accompanying statements of activities. Certain costs have been allocated among the programs and supporting services benefited based on management s estimates. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Trust has been classified as a tax-exempt, private operating foundation under Sections 501(c)(3) and 4942(j)(3) of the Internal Revenue Code (IRC) and Section 23701d of the California Revenue and Taxation Code. The Trust also qualifies as an exempt operating foundation as described in IRC 4940(d)(2) and, as such, is not subject to federal excise taxes on its net investment income under IRC Section However, the Trust is subject to income taxes on any net income that is derived from trade or business, regularly carried on, and not in furtherance of the purposes for which it was granted exemption. No income tax provision has been recorded as the net income, if any from unrelated trade or business, in the opinion of management, is not material to the basic financial statements taken as a whole. The Trust has adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Subtopic 740, Income Taxes, related to accounting for uncertainty in income taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation requires that the entity account for and disclose in the financial statements the impact of a tax position if that position would more likely than not be sustained upon examination, including resolution of any related appeals or litigation processes, based on technical merits of the position. The Trust has evaluated the financial statement impact of tax positions taken or expected to be taken and determined it has no uncertain tax positions that would require tax assets or liabilities to be recorded in accordance with accounting guidance. (k) Reclassifications Certain reclassifications have been made to the 2010 financial data to conform to the 2011 presentation. 8 (Continued)

60 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 (3) Investments At June 30, 2011 and 2010, the Trust s investments, at fair value, consist of the following: (Amounts in thousands) Cash and cash equivalents $ 349, ,400 U.S. Treasury and agency securities 67,353 68,578 Corporate bonds 198, ,805 Alternative investments: Venture capital 289, ,305 Buyout funds 656, ,398 Hedge funds: Equity long short 543, ,227 Relative value 516, ,474 Distressed debt 625, ,191 Real assets 1,052, ,562 Common stocks 330, ,877 Commingled funds: Domestic equity 344, ,878 International equity 612, ,263 $ 5,585,619 4,841,958 Investments $ 5,580,226 4,839,187 Investments whose use is limited 5,393 2,771 $ 5,585,619 4,841,958 9 (Continued)

61 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 (4) Fair Values of Financial Instruments The following tables present assets and liabilities that are measured at fair value on a recurring basis at June 30, 2011 and 2010: June 30, 2011 Level I Level II Level III Total (Amounts in thousands) Assets: Cash and cash equivalents $ 10, , ,444 U.S. Treasury and agency securities 67,353 67,353 Corporate bonds 195,077 3, ,396 Alternative investments: Venture capital 289, ,566 Buyout funds 656, ,361 Hedge funds: Equity long short 543, ,522 Relative value 516, ,297 Distressed debt 625, ,360 Real assets 1,052,212 1,052,212 Common stocks 328, , ,181 Commingled funds: Domestic equity 259,042 85, ,323 International equity 506, , ,604 Total assets $ 338,771 1,367,388 3,879,460 5,585,619 Liabilities: Interest rate swaps $ (90,313) (90,313) Total liabilities $ (90,313) (90,313) 10 (Continued)

62 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 June 30, 2010 Level I Level II Level III Total (Amounts in thousands) Assets: Cash and cash equivalents $ 7, , ,400 U.S. Treasury and agency securities 68,578 68,578 Corporate bonds 186,428 2, ,805 Alternative investments: Venture capital 204, ,305 Buyout funds 522, ,398 Hedge funds 1,034,701 1,034,701 Distressed debt 638, ,191 Real assets 840, ,562 Common stocks 293, , ,877 Commingled funds: Domestic equity 134,152 62, ,878 International equity 476,712 72, ,263 Total assets $ 301,506 1,154,740 3,385,712 4,841,958 Liabilities: Interest rate swaps $ (110,190) (110,190) Total liabilities $ (110,190) (110,190) At June 30, 2011 and 2010, approximately 62% and 56% of alternative investments are invested in limited partnerships where capital is committed then called and funded over time, and there are no provisions for redemptions. These funds may have terms of up to ten years. The future commitments to fund these partnerships totaled approximately $775,859,000 and $948,631,000 as of June 30, 2011 and 2010, respectively. The balance of the alternative investments is invested in funds that permit redemptions periodically. These redemption periods range from 1 month to 5 years and require 30- to 90-day notice periods. Approximately 80% of these assets are redeemable within 1 year or less. There were no transfers between Level I and Level II of the fair value hierarchy for the year ended June 30, (Continued)

63 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 The following table is a reconciliation of the change in investments for which Level III inputs were used to determine fair value as of June 30, 2011 and 2010: June (Amounts in thousands) Beginning balance, July 1 $ 3,385,712 3,098,965 Net purchases 83,823 Net sales (144,549) Total realized and unrealized gains, net 638, ,144 Transfers out (128,220) Ending balance, June 30 $ 3,879,460 3,385,712 Total gains and losses, net for the years ended June 30, 2011 and 2010, included in income attributable to the change in unrealized gains and losses relating to assets and liabilities held at June 30, 2011 and $ 496, ,705 Investments Whose Use Is Limited Investments whose use is limited consist of amounts that are temporarily restricted by donors as well as those restricted by donors for investment in perpetuity and amounts related to interest due to bondholders. As of June 30, 2011 and 2010, investments whose use is limited totaled $5,393,000 and $2,771,000, respectively. (5) Derivative Financial Instruments In the normal course of business, the Trust uses various financial instruments, including derivative financial instruments, in an effort to manage the Trust s exposure to certain risks. The Trust primarily uses a combination of forward contracts and futures to manage price, currency, and interest rate exposures associated with specific activities. Under these instruments, the Trust agrees to the future delivery of a currency or security on an agreed-upon date and at an agreed-upon price. These contracts are entered into with the intention to minimize the Trust s economic exposure to adverse fluctuations in financial or currency markets and to reduce interest rate risk. The Trust also enters into derivative instruments as an alternative to ownership of the underlying asset. Specifically, forward contracts are used as an alternative to ownership. All of the Trust s derivative positions are marked to fair value as a component of investment income. These amounts are included in investments in U.S. Treasury and agency securities and alternative investments as presented in note (Continued)

64 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 The notional units and fair values of forward contracts and futures as of June 30, 2011 and 2010 are as follows (amounts in thousands): Notional Notional units Fair value units Fair value Net forward contracts to sell (purchase) (18,381) $ 33 (7,122) $ 336 Futures 293, , $ 728 $ 521 The Trust s derivative instruments involve varying degrees of risk of loss in excess of the amount recognized in the statements of financial position, arising from either potential changes in market prices or the possible inability of counterparties to meet the terms of their contracts. The Trust s investment advisors and management closely monitor the financial condition of the firms used for these contracts in order to minimize the risk of loss. Management believes the Trust s use of derivatives does not result in credit or market risk that would materially affect the Trust s financial position. (6) Property and Equipment At June 30, property and equipment consist of the following: (Amounts in thousands) Land and improvements $ 71,340 80,761 Buildings 1,602,763 1,600,615 Leasehold improvements 1, Furniture and equipment 66,435 65,342 Work in progress 6,030 6,158 1,747,598 1,753,701 Less accumulated depreciation and amortization (538,418) (492,742) $ 1,209,180 1,260, (Continued)

65 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 (7) Bonds Payable As of June 30, bonds payable and the associated interest rates, and maturities are as follows: 2011 Reference number Interest Maturity (see below) Series rate * dates Principal Principal A 3.90% 4/1/2033 $ 85,000,000 85,000, B /1/ ,000,000 80,000, C /1/ ,000,000 55,000, D /1/ ,000,000 55,000, A /1/ ,425,000 38,545, B /1/ ,420,000 38,535, A /1/ ,150,000 81,150, A /1/ ,125,000 81,125, A /1/ ,100,000 54,100, A /1/ ,100,000 54,100,000 * Interest rates are not fixed to the maturity date and adjust at various frequencies or dates as noted below. $ 618,320, ,555,000 (a) 2003 Variable Rate Revenue Bonds On May 12, 2003, the Trust issued $275,000,000 (#1 #4) in variable rate revenue bonds issued by the California Infrastructure and Economic Development Bank, which mature on April 1, Proceeds were used to finance a portion of the Getty Villa renovation and the bond issuance costs. Interest rates are adjusted when the bonds are remarketed. The first tranche of $140,000,000 (#1 and #3) was remarketed on August 2, 2006 at an interest rate of 3.90% for a term through December 1, The second tranche of $135,000,000 (#2 and #4) was remarketed on February 2, 2007 with interest rates adjusted daily based on the rates available to investors in the tax-exempt municipal bond market, which averaged 0.02% and 0.09% at June 30, 2011 and 2010, respectively. The redemption period for the bonds begins April 1, 2012 and ends April 1, Accrued interest on the bonds as of June 30, 2011 and 2010 was $1,564,000 and $1,383,000, respectively. (b) 2003 Taxable Bonds and 2007A Bonds On October 1, 2003, the Trust issued $250,000,000 Series 2003 Taxable Bonds maturing on October 1, The proceeds were used to finance or refinance capital projects of the Trust, including but not limited to the acquisition of objects of art. On October 3, 2007, the Trust issued $270,475,000 Series 2007A Bonds issued by the California Infrastructure and Economic Development Bank that mature on October 1, The funds were used to repurchase the 2003 Taxable Bonds tendered by the owners and to contribute any funds required to complete the legal defeasance of such 2003 Taxable Bonds not tendered. An amount of $669,000 and $678,000 at June 30, 2011 and 2010, respectively, consisting of U.S. government securities, is held in trust solely for satisfying the interest and principal payments of these untendered 14 (Continued)

66 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 bonds. The amount held in trust and the related bonds have been removed from the accompanying financial statements. In March 2009, the Series 2007A Bonds were remarketed in four tranches with four put dates: Series 2007A-1 $81,150,000 (#7) and a put date of April 1, 2013 at an interest rate fixed at 2.50%, Series 2007A-2 $81,125,000 (#8) and a put date of April 1, 2010 at an interest rate fixed at 0.50%, Series 2007A-3 $54,100,000 (#9) and a put date of April 1, 2012 at an interest rate fixed at 2.25%, and Series 2007A-4 $54,100,000 (#10) and a put date of April 1, 2011 at an interest rate fixed at 1.65%. On April 1, 2010, the Series 2007A-2 bonds (#8) were remarketed to convert to daily interest rate mode, which was 0.02% and 0.10% at June 30, 2011 and 2010, respectively. On April 1, 2011, the 2007A-4 bonds (#10) were remarketed to convert to daily interest rate mode, which was 0.02% at June 30, Accrued interest on the bonds as of June 30, 2011 and 2010 was $813,000 and $1,045,000, respectively. (c) 2004A and 2004B Variable Rate Revenue Bonds On September 1, 2004, the Trust issued $96,000,000 in variable rate revenue bonds (#5 #6). The bonds mature on October 1, The bonds were remarketed in two tranches on February 2, The first tranche of $46,255,000 (#5) was remarketed on August 2, 2006 at an interest rate of 4.00% for a term through December 1, The second tranche of $46,250,000 (#6) was remarketed on February 2, 2007 with interest rates adjusted daily based on the rates available to investors in the tax-exempt municipal bond market, which was 0.02% and 0.08% at June 30, 2011 and 2010, respectively. The Trust remitted a principal pay down of $4,235,000, resulting in an outstanding balance of $72,845,000 (#5 and #6) as of June 30, Accrued interest on the bonds as of June 30, 2011 and 2010 was $947,000 and $998,000, respectively. The following is a schedule by year of future maturities for the outstanding bond obligations as of June 30 (amounts in thousands): Principal amount Year ending June 30: 2012 $ 8, , , , ,335 Thereafter 572,820 $ 618,320 (8) Interest Rate Swap Agreements In conjunction with the issuance of variable rate bonds, as discussed in note 7 above, the Trust has entered into interest rate swap agreements with the following two counterparties: Morgan Stanley and JPMorgan Chase Bank. The swap agreements hedge the Trust s floating rate exposure through the exchange of 15 (Continued)

67 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 floating rates for fixed rates. The fixed rates paid by the Trust range from % to %. The Trust expects that the floating rates it receives under the swap agreements will closely correlate with the floating rates on its variable rate bonds. The floating rates received on the swaps are based on percentages of three-month LIBOR designed to approximate the anticipated floating rate payments of the Trust s tax-exempt bonds, though there is no guarantee that the two rates will not diverge. Management believes that such potential divergence does not create a financial risk that would materially affect the Trust s financial position. In addition, in connection with certain bonds that have been remarketed in short-term fixed put mode as described in note 7 above, the Trust has entered into swap agreements that convert the short-term fixed rate on the bonds to a floating rate. These swaps match the corresponding put bonds in size and maturity. (9) Retirement Plans and Postretirement Medical Benefits The Trust has a defined benefit retirement plan covering substantially all of its employees. The benefits are based on years of service and the employee s highest consecutive 5 years of compensation during the last 10 years of employment. In addition, the Trust provides supplemental retirement defined benefits for certain former executives as outlined in their respective employment contracts. Employees hired on or after January 1, 2009 participate in a revised retirement program in which the Trust contributes 6% of the employee s base salary up to the Social Security Taxable Wage Base, and 10% of an employee s salary above this level. The Trust employees hired prior to January 1, 2009 continue to participate in the existing defined benefit retirement plan. The Trust also provides postretirement healthcare benefits to eligible employees. The cost of providing these benefits is substantially borne by the Trust. Employees hired on or after January 1, 2009 participate in a revised plan that provides a $100 monthly contribution upon retirement towards a group healthcare plan upon reaching age 55, with 10 years of service. (a) Funded Status The following table sets forth the plans projected benefit obligation (a measure of a pension plan s liability at the calculation date assuming that the plan is ongoing and will not terminate in the foreseeable future), fair value of plan assets, and funded status as of June 30, 2011 and 2010: Defined benefit plans Postretirement medical (Amounts in thousands) Benefit obligation $ (170,278) (166,120) (80,425) (79,047) Fair value of plan assets 120,385 97,681 Funded status $ (49,893) (68,439) (80,425) (79,047) The accrued benefit costs are included as a component of accrued and other liabilities in the accompanying statements of financial position. The net periodic pension costs in the amount of $10,383,000 and $6,660,000 for the year ended June 30, 2011 and 2010, respectively, are included as a component of pension and other postretirement plans in the accompanying statements of activities. The accumulated benefit obligation (a measure of a pension plan s liability in the event of a 16 (Continued)

68 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 termination at the date the calculation is performed) for the pension plans was $153,820,000 and $143,731,000 as of June 30, 2011 and 2010, respectively. (b) Assumptions The weighted average assumptions used to determine the net pension cost and pension obligations at June 30, 2011 and 2010 are as follows: Defined benefit plans Discount rate used to determine: Net periodic pension cost 5.55% 6.90% Benefit obligations Expected long-term rate of return on plan assets Rate of compensation increase Measurement date June 30, 2011 June 30, 2010 The following are the assumed healthcare trend rates and discount rates related to the postretirement healthcare benefits: Postretirement medical Healthcare cost trend assumed for the next year 8.30% 8.30% Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) Year that the rate reaches the ultimate trend rate Discount rate 5.60% 5.55% Measurement date June 30, 2011 June 30, 2010 (c) Pension Plan Investments The asset allocations for the pension plans as of June 30, 2011 and 2010 are as follows: Defined benefit plans Actual Target Actual Target Asset allocations: Equity securities 66.00% 64.00% 48.00% 64.00% Debt securities Hedge funds % % % % 17 (Continued)

69 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 The investment policy of the defined benefit plans is intended to maximize total return consistent with the income needs and risk tolerance for the plans. The plans have a long-term investment horizon consistent with the long-term nature of the retirement obligations. The policy and risk tolerance for the plans are reflected in the asset allocation target approved by the Investment Committee. The asset allocation targets are reviewed periodically by the Investment Committee of the Board of Trustees to ensure that the targets are consistent with the plan policy and strategic objectives. The actual asset allocation is rebalanced as appropriate to match the target weights. Domestic equity assets are invested in an index fund that replicates the Wilshire 5000 index, and international equity assets are invested in an index fund that replicates the MSCI EAFE index. Fixed-income assets are invested in an intermediate bond fund account that is actively managed by PIMCO and is benchmarked against the Barclays Aggregate index. The plans have an expected long-term rate of return assumption of 8%. This assumption reflects the asset allocation targets and both the historical and projected long-term return assumptions for each asset class in the portfolio. (d) Benefit Payments and Contributions Defined benefit plans Postretirement medical (Amounts in thousands) Employer contributions $ 8,467 9, Benefits paid (4,680) (4,158) (496) (515) The following is a schedule based on actuarial calculations of expected future benefit payments over the next 10 fiscal years: Defined Postretirement benefit plans medical (Amounts in thousands) Fiscal year ending June 30: 2012 $ 6,049 1, ,521 2, ,077 2, ,609 3, ,215 3, ,324 25,172 $ 85,795 39,025 Expected contributions to be made to the defined benefit plan and the supplemental retirement plan during the fiscal year ending June 30, 2012 total $8,467,000. Expected contributions to be made toward supplemental healthcare benefits during the fiscal year ending June 30, 2012 total $1,845, (Continued)

70 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 (e) (f) Employee Investment Plan The Trust maintains a qualified 403(b) Employee Investment Plan, which permits eligible employees to make voluntary contributions on a pretax basis. This plan allows participants to invest in a variety of investments. This plan was enhanced in 1995 to include an employer match to employees contributing to the plan. The match is held in a 401(a) plan. The 401(a) plan provides for uniform employer contributions of one dollar for every dollar contributed by a participant up to 4% of the participant s compensation. Contributions to the plan totaled $2,197,000 and $2,141,000 in 2011 and 2010, respectively. Supplemental Savings Plan On January 1, 2009, the Trust established a nonqualified 457(b) Supplemental Savings Plan, which permits eligible employees to make voluntary contributions on a pretax basis. This plan allows participants to invest in a variety of investments. Contributions to the plan totaled $101,923 and $116,105 in 2011 and 2010, respectively. (10) Endowment The Trust s endowment consists of three individual funds established for a variety of purposes. The endowment includes both donor-restricted endowment funds and funds designated by the Board of Trustees to function as endowments. As required by U.S. generally accepted accounting principles, net assets associated with endowment funds, including funds designated by the Board of Trustees to function as endowments, are classified and reported based on the existence or absence of donor-imposed restrictions. Endowment net asset composition by type of fund as of June 30, 2011: Temporarily Permanently Unrestricted restricted restricted Total (Amounts in thousands) Donor-restricted endowments $ ,295 Board-designated endowments 5,556,652 5,556,652 Total $ 5,556, ,557, (Continued)

71 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 Changes in endowment net assets for the fiscal year ended June 30, 2011: Temporarily Permanently Unrestricted restricted restricted Total (Amounts in thousands) Endowment net assets, beginning of the year $ 4,827, ,828,360 Investment return: Investment income 61,511 61,511 Net appreciation 930, ,331 Total investment return 991, ,842 Contributions Appropriation of endowment assets for expenditure (262,460) (262,460) Endowment net assets, end of the year $ 5,556, ,557,947 Endowment net asset composition by type of fund as of June 30, 2010: Temporarily Permanently Unrestricted restricted restricted Total (Amounts in thousands) Donor-restricted endowments $ Board-designated endowments 4,827,443 4,827,443 Total $ 4,827, ,828, (Continued)

72 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 Changes in endowment net assets for the fiscal year ended June 30, 2010: Temporarily Permanently Unrestricted restricted restricted Total (Amounts in thousands) Endowment net assets, beginning of the year $ 4,452, ,453,295 Investment return: Investment income 37,531 37,531 Net appreciation 563, ,045 Total investment return 601, ,576 Contributions Appropriation of endowment assets for expenditure (226,716) (226,716) Endowment net assets, end of the year $ 4,827, ,828,360 (a) (b) Return Objectives and Risk Parameters The Trust has adopted investment and prudent spending policies for endowment assets that attempt to provide a predictable stream of funding to programs supported by its endowment while seeking to maintain the purchasing power of the endowment assets. This policy shall provide for safety of principal through diversification in a portfolio of common stocks, bonds, mutual funds, cash equivalents, and other investments, including international equities and alternative investments, which may reflect varying rates of return. The overall rate of return objective for the portfolio (net of fees) is 8.5%, which is consistent with the risk levels established by the Board of Trustees. This is consistent with the Trust s objective to maintain purchasing power of the endowment assets held in perpetuity or for a specified term as well as to provide additional real growth through new gifts and investment returns. Investment Strategy Consistent with the investment and prudent spending policies stated above, the investment strategy is as follows: 1. Preservation of Capital: to seek to minimize the probability of loss of principal over the investment horizon of the portfolio relative to the market. 2. Long-Term Growth of Capital: to seek long-term growth of principal. 3. Preservation of Purchasing Power: to seek returns in excess of the rate of inflation over the long-term investment horizon of the portfolio relative to the market. 21 (Continued)

73 THE J. PAUL GETTY TRUST Notes to Financial Statements June 30, 2011 and 2010 (c) Spending Policy The Trust, with the approval of the Board of Trustees, currently appropriates for distribution (on a cash basis) each year 5% of its endowment fund s value determined either by (1) averaging the fair value over the prior 12 quarters through the calendar year-end preceding the fiscal year in which the distribution is planned or (2) using the fair value of the endowment at calendar year-end preceding the fiscal year in which the distribution is planned. In establishing these appropriations, the Trust considers the long-term expected return on its endowment. Accordingly, over the long term, the Trust expects the current spending policy to allow its endowment to grow at an average of 3.5% annually. This is consistent with the Trust s objective to maintain the purchasing power of the endowment assets held in perpetuity. (11) Lines of Credit The Trust has three bank lines of credit. Two of the lines are three-year contracts with two banks: JPMorgan Chase (up to $270 million) and Bank of America (up to $100 million). The amounts available under these lines ramp up to the maximum over the next three years as the Trust converts its put bonds to variable rate demand bonds that reset daily. These lines, in combination with the $200 million of daily liquidity provided by the Trust s Investment Office, meet the liquidity requirements for the Trust s debt strategy. The lines expire March 25, There were no amounts outstanding at June 30, 2011 or 2010 under these agreements. The third bank line of credit is with Bank of America that expires June 1, The credit facilitates the issuance of commercial and standby letters of credit with maximum maturities of 180 and 365 days, respectively. The bank line totaled $2,032,043 as of June 30, 2010 and then decreased by $2,000,000 to $32,043 as of June 30, 2011 with no amounts drawn on the line. (12) Commitments and Contingencies Legal Matters In the ordinary course of business, the Trust is subject to certain lawsuits and other potential legal actions. In the opinion of management, such matters will not have a material effect on the financial position of the Trust. (13) Subsequent Events Subsequent events have been evaluated through November 10, 2011, which is the date the financial statements were issued. 22

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75 APPENDIX C SUMMARY OF PRINCIPAL DOCUMENTS The following is a summary of certain provisions of the Indenture and the Loan Agreement that are not described elsewhere in this Official Statement. These summaries do not purporttobecompleteordefinitiveandreferenceshouldbemadetotheindentureandtheloan Agreement for a full and complete statement of their provisions. DEFINITIONS OF CERTAIN TERMS Unless the context otherwise requires, the terms defined in this summary shall, for all purposes of this summary, have the meanings herein specified, to be equally applicable to both singular and plural forms of any of the terms herein defined. Unless otherwise defined in this summary, all terms used herein or elsewhere in the Official Statement shall have the meanings assigned to such terms in the Indenture. Act means the Bergeson-Peace Infrastructure and Economic Development Bank Act, constituting Division 1 of Title 6.7, of the Government Code of the State of California, as now in effect and as it may from time to time be amended or supplemented. Additional Payments means the payments so designated and required to be made by the Getty Trust pursuant to the Loan Agreement. Authorized Representative means, with respect to the Getty Trust, the Chair or Vice Chair of its Board, its President and Chief Executive Officer, Vice President, Finance and Administration, Secretary or any other person designated as an Authorized Representative of the Getty Trust by a Certificate of the Getty Trust signed by the Chair or Vice Chair of its Board, its President and Chief Executive Officer, Vice President, Finance and Administration, or Secretary, and filed with the Bond Trustee. Beneficial Owner means any Person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any of the Bonds (including any Person holding Bonds through nominees, depositories or other intermediaries). Bond Trustee means The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, or its successor, as Bond Trustee as provided in the Indenture. Bondholder or Holder means the Person in whose name such Bond is registered. Bonds means the California Infrastructure and Economic Development Bank Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A, authorized by, and at any time Outstanding pursuant to, the Indenture. C-1

76 Business Day means any day other than (A) a Saturday or Sunday or legal holiday or a day on which banking institutions in the State or the city in which the Designated Office of the Bond Trustee is located are authorized by law or executive order to close or (B) a day on which the New York Stock Exchange is closed. Certificate, Statement, Request, or Requisition of the Issuer or the Getty Trust mean, respectively, a written certificate, statement, request, or requisition signed in the name of the Issuer by its Chair, Executive Director or by any other person specifically authorized to execute such document on its behalf, or in the name of the Getty Trust by an Authorized Representative of the Getty Trust. Code means the Internal Revenue Code of 1986, as amended, or any successor statute thereto and any regulations promulgated thereunder. Costs of Issuance means all items of expense directly or indirectly payable by or reimbursable to the Issuer or the Getty Trust and related to the authorization, issuance, sale and delivery of the Bonds, including but not limited to advertising and printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of the Bond Trustee and its counsel, legal fees and charges, fees and disbursements of consultants and professionals, rating agency fees, fees and charges for preparation, execution, transportation and safekeeping of the Bonds, and any other cost, charge or fee in connection with the original issuance of the Bonds. Date of Issuance means the date of original issuance of the Bonds, as estimated on the cover of this Official Statement. Designated Office means the Designated Office of the Bond Trustee, which as of the date of the Indenture is located in Los Angeles, California, and such other offices as the Bond TrusteemaydesignatefromtimetotimebywrittennoticetotheHolders,exceptthatwith respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Bond Trustee at which, at any particular time, its corporate trust agency business shall be conducted. Electronic Means means telecopy, telegraph, telex, electronic mail, facsimile transmission or other similar electronic means of communication providing confirmation of receipt, including a telephonic communication confirmed by writing or written transmission. Event of Default means any of the events specified in the Indenture as such. Favorable Opinion of Bond Counsel means, with respect to any action the occurrence of which requires such an opinion, an unqualified Opinion of Bond Counsel to the effect that such action is permitted under the Indenture and will not, in and of itself, result in the inclusion of interest on the Bonds in gross income for federal income tax purposes (subject to the inclusion of any exceptions contained in the opinion delivered upon original issuance of the Bonds). C-2

77 Getty Trust means The J. Paul Getty Trust, a charitable trust created and existing under the laws of the State of California and under an Indenture dated December 2, 1953, as amended, or said charitable trust s successor or successors. Holder or Bondholder, whenever used with respect to a Bond, means the person in whosenamesuchbondisregistered. Indenture means that certain Bond Indenture related to the Bonds, by and between the Issuer and the Bond Trustee, as originally executed and as it may from time to time be supplemented, modified or amended by any Supplemental Bond Indenture. Investment Securities means any of the following: (1) (a) direct nonprepayable, noncallable obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or direct nonprepayable, noncallable obligations the timely payment of the principal of and interest on which are fully guaranteed by the United States of America, including instruments evidencing a direct ownership interest in securities described in this clause (1)(a) such as CATS, TIGRs, and Stripped Treasury Coupons rated or assessed in the same Rating Categories by S&P and Moody s as such securities described in this clause (1)(a)and held by a custodian for safekeeping on behalf of holders of such securities, or (b) bonds or notes which are exempt from federal income taxes and for the payment of which cash or obligations described in clause (1)(a) of this definition in an amount sufficient to pay the principal of, premium, if any, and interest on such bonds or notes when due have been irrevocably deposited with a trustee or other fiscal depositary and which are rated in the same Rating Categories by S&P and Moody s as the securities described in clause (1)(a) of this definition; (2) obligations, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following: Federal Home Loan Issuer System, Government National Mortgage Association, Farmer s Home Administration, Federal Home Loan Mortgage Corporation, Small Business Administration, Federal Housing Administration, Resolution Funding Corporation or Financing Corporation; (3) interest bearing time or demand deposits, deposit accounts, certificates of deposit or savings accounts with banks (including the Bond Trustee and its affiliates) (i) whose deposits are fully insured by the Federal Deposit Insurance Corporation or (ii) whose short term obligations are rated no lower than A-1+ by S&P and P-1 by Moody s and that are commercial banks, which deposits or accounts are collateralized as to both principal and accrued interest at 103% by obligations of the kind described in clause (1)(a), held by the Bond Trustee, provided that the bank shall create a valid first perfected security interest for the depositor in such obligations; (4) federal funds or banker s acceptances with a maximum term of one year of any bank that has an unsecured, uninsured and unguaranteed obligation rating of "Prime-1" or "A1+" by Moody s and "A-1" or "A" or better by S&P (including the Bond Trustee and its affiliates) insured by the Federal Deposit Insurance Corporation; (5) repurchase agreements fully secured by collateral security described in clause (1) of this definition, which collateral (a) is held by the Bond Trustee or an agent thereof during the term of such repurchase agreement, (b) is not subject to liens or claims of third parties, (c) is subject to a perfected security interest and (d) has a market value (determined at least once every fourteen days) at least equal to 103% of the amount so invested; (6) investment agreements with financial institutions rated within the three highest long-term Rating Categories by Moody s and S&P; provided that if such ratings fall below the three highest long-term Rating Categories, the investment agreement C-3

78 shall allow the Bond Trustee the option to replace such financial institution or shall provide for such investment to be fully collateralized by investments described in clause (1) above and, provided further that if the Getty Trust notifies the Bond Trustee of such lowering of ratings and the investments are so collateralized, that the Bond Trustee has a perfected first priority lien on the collateral and such collateral is held by the Bond Trustee or its agent; (7) taxable government money market portfolios (including those of the Bond Trustee and its affiliates) consisting of securities issued or guaranteed as to payment of principal and interest by the full faith and credit of the United States of America; (8) tax-exempt government money market portfolios consisting of securities which are rated in one of the three highest Rating Categories of S&P and Moody s, including funds for which the Bond Trustee, its affiliates or subsidiaries provide investment advisory or other money management services; (9) money market funds registered under the Investment Company Act of 1940, the shares in which are registered under the Securities Act of 1933 and that have a rating by S&P of AAA m-g, AAAm or AAm, including such funds for which the Bond Trustee or its affiliates provide investment advisory or other management services; (10) corporate bonds rated within the three highest long-term Rating Categories by Moody s and S&P; (11) dutch auction securities and auction rate securities with respect to which the interest rates are reset every seven to 35 days (inclusive) and which are rated in one of the three highest short-term Rating Categories by Moody s and S&P; (12) commercial paper rated in one of the three highest Rating Categories by Moody s and S&P; and (13) any other security or fund rated in one of the three highest long-term or short-term Rating Categories by Moody s and S&P. Issuer means the California Infrastructure and Economic Development Bank created pursuant to, and as defined in, the Act, and any successor or assignee to its functions. Loan Agreement means that certain Loan Agreement related to the Bonds, by and between the Issuer and the Getty Trust, as originally executed and as it may from time to time be supplemented, modified or amended in accordance with the terms thereof and of the Indenture. Loan Default Event means any of the events specified as such in the Loan Agreement. Loan Repayments means the payments so designated and required to be made by the Getty Trust pursuant to the Loan Agreement. Moody s means Moody s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Getty Trust upon approval of the Issuer and notice to the Bond Trustee. Opinion of Bond Counsel means a written opinion addressed to the Issuer of Orrick, Herrington & Sutcliffe LLP or such other counsel selected by the Issuer of recognized national standing in the field of obligations the interest on which is excluded from gross income for federal income tax purposes. C-4

79 Opinion of Counsel means a written opinion of counsel (who may be counsel for the Issuer, but not an employee thereof) satisfactory to the Bond Trustee. Outstanding when used as of any particular time with reference to Bonds, means (subject to the provisions of the Indenture) all Bonds theretofore, or thereupon being, authenticated and delivered by the Bond Trustee under the Indenture except (1) Bonds theretofore cancelled by the Bond Trustee or surrendered to the Bond Trustee for cancellation; (2) Bonds with respect to which all liability of the Issuer shall have been discharged in accordance with the Indenture; and (3) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Bond Trustee pursuant to the Indenture. Person means an individual, corporation, firm, association, partnership, trust, limited liability company or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof. Principal Payment Date means any date on which principal on the Bonds is due and payable, whether by reason of maturity or otherwise. Rating Agency means Moody s and S&P, as the context requires, if then rating the Bonds at the request of the Getty Trust. Rating Category means a generic securities rating category, without regard to any refinement or gradation of such rating category by a numerical modifier or otherwise. Rebate Fund means the fund by that name established pursuant to the Indenture. Record Date means the fifteenth (15th) day (whether or not a Business Day) of the calendar month preceding the calendar month in which such Interest Payment Date falls. Redemption Fund means the fund by that name established pursuant to the Indenture. Refunded Bonds means California Infrastructure and Economic Development Bank Variable Rate Revenue Bonds (The J. Paul Getty Trust), Series 2004A and Series 2004B, originally issued in the aggregate principal amount of $96,000,000. Refunding Fund means the fund by that name established pursuant to the Indenture. Reserved Rights means the right of the Issuer to (1) Additional Payments, (2) enforce the obligations of the Getty Trust under the Tax Agreement, and (3) indemnification, notices and opinions. Responsible Officer means any officer of the Bond Trustee assigned to administer its duties pursuant to the Indenture. Revenue Fund means the fund by that name established pursuant to the Indenture. C-5

80 Revenues means all amounts received by the Issuer or the Bond Trustee for the account of the Issuer pursuant or with respect to the Loan Agreement, including, without limiting the generality of the foregoing, Loan Repayments (including both timely and delinquent payments and any late charges, and whether paid from any source), prepayments, and all interest, profits or other income derived from the investment of amounts in any fund or account established pursuant to the Indenture, but not including any Additional Payments or any moneys required to be deposited in the Rebate Fund. S&P means Standard & Poor s Rating Services, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Getty Trust upon approval of the Issuer and notice to the Bond Trustee. Securities Depository means The Depository Trust Company and its successors and assigns, or any other securities depository selected as set forth in the Indenture. Series, whenever used with respect to Bonds, means all of the Bonds designated as being of the same series, authenticated and delivered in a simultaneous transaction, and any Bonds thereafter authenticated and delivered upon transfer or exchange or in lieu of or in substitution for such Bonds. Series 2012A-1 Bonds means the California Infrastructure and Economic Development Bank Tax-Exempt Refunding Revenue Bonds (The J. Paul Getty Trust), Series 2012A-1, authorized by, and at any time Outstanding pursuant to, the Indenture. Series 2012A-2 Bonds means the California Infrastructure and Economic Development Bank Variable Rate Taxable Refunding Revenue Bonds (The J. Paul Getty Trust), Series 2012A- 2, authorized by, and at any time Outstanding pursuant to, the Indenture. Supplemental Bond Indenture means any indenture duly authorized and entered into between the Issuer and the Bond Trustee, supplementing, modifying or amending the Indenture; but only if and to the extent that such Supplemental Bond Indenture is specifically authorized under the Indenture. Tax Agreement means that certain tax agreement entered into between the Issuer and the Getty Trust at the time of issuance and delivery of the Series 2012A-1 Bonds, as the same may be amended or supplemented in accordance with its terms. C-6

81 INDENTURE General The Indenture sets forth the terms of the Bonds, the nature and extent of the security, various rights of the Bondholders, rights, duties and immunities of the Bond Trustee and the rights and obligations of the Issuer. Certain provisions of the Indenture are summarized in this Official Statement under the captions THE BONDS and SECURITY FOR THE BONDS. Other provisions are summarized below. This summary does not purport to be complete or definitive and is qualified in its entirety by reference to the full terms of the Indenture. Establishment of Funds and Accounts Under the Indenture the Bond Trustee is directed to establish, maintain and hold in trust a Revenue Fund (and an Interest Account and Principal Account thereunder), a Redemption Fund, a Rebate Fund, and a Refunding Fund, all of which are to be held by the Bond Trustee. Revenue Fund. All Revenues shall be promptly deposited by the Bond Trustee upon receipt thereof in the Revenue Fund which the Bond Trustee is directed to establish, maintain and hold in trust, except as otherwise provided in the Indenture and except that all moneys received by the Bond Trustee and required by the Loan Agreement to be deposited in the Redemption Fund shall be promptly deposited in such Fund, which the Bond Trustee shall establish, maintain and hold in trust.. All Revenues deposited with the Bond Trustee shall be held, disbursed, allocated and applied by the Bond Trustee only as provided in the Indenture. Interest Account. All amounts in the Interest Account shall be used and withdrawn by the Bond Trustee solely for the purpose of paying interest on the Bonds as it becomes due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to the Indenture). Principal Account. All amounts in the Principal Account shall be used and withdrawn by the Bond Trustee solely for the purpose of paying the principal on the Bonds when due and payable, as provided in the Indenture. Redemption Fund. The Bond Trustee shall deposit the following Revenues in the Redemption Fund when and as such Revenues are received: (1) the principal component of all cash prepayments of Loan Repayments made pursuant to the Loan Agreement; (2) all interest, profits and other income received from the investment of moneys in the Redemption Fund; and (3) all moneys deposited by the Getty Trust with the Bond Trustee directed to be deposited in the Redemption Fund in accordance with the Loan Agreement. All amounts deposited in the Redemption Fund shall be used and withdrawn by the Bond Trustee solely for the purpose of redeeming Bonds, in the manner and upon the terms and conditions specified in the Indenture at the next succeeding date of redemption for which notice has not been given; provided that, in lieu of redemption at such next succeeding date of redemption, or in combination therewith, amounts in such account may be transferred to the C-7

82 Principal Account and credited against Loan Repayments in order of their due date as set forth in a Request of the Getty Trust. Rebate Fund. Subject to the transfer provisions provided in the Indenture, all money at any time deposited in the Rebate Fund shall be held by the Bond Trustee in trust, to the extent required to satisfy the Rebate Amount (as defined in the Tax Agreement), for payment to the federal government of the United States of America. Neither the Issuer, the Getty Trust nor the Holder of any Bonds shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by the Indenture and by the Tax Agreement. Refunding Fund. The Bond Trustee establishes and maintains a fund designated as the Refunding Fund. The money in the Refunding Fund shall be held in trust and applied to the payment of the Refunded Bonds as directed in a requisition of the Getty Trust. On March 1, 2012 or upon the earlier Request of the Getty Trust, amounts, if any, remaining in the Refunding Fund shall be transferred to the Interest Account. Pledge and Assignment of Revenues Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, the Issuer pledges to secure the payment of the principal of and interest on the Bonds in accordance with the terms and provisions of the Indenture, all of the Revenues and any other amounts held in any fund or account established under the Indenture (other than the Rebate Fund). Said pledge shall constitute a lien on and security interest in such assets and shall attach, be perfected and be valid and binding from and after delivery by the Bond Trustee of the Bonds, without any physical delivery thereof or further act. The Issuer transfers in trust, grants a security interest in and assigns to the Bond Trustee in trust, for the benefit of the Holders from time to time of the Bonds, all of the Revenues and other assets pledged in the Indenture (as described in the previous paragraph) and all of the right, title and interest of the Issuer in the Loan Agreement (except for Reserved Rights). The Bond Trustee shall be entitled to and shall, subject to the provisions of the Indenture, collect and receive all of the Revenues and any Revenues collected or received by the Issuer shall be deemed to be held and to have been collected or received, by the Issuer as the agent of the Bond Trustee, and shall forthwith be paid by the Issuer to the Bond Trustee. The Bond Trustee also shall be entitled to, and shall, subject to the provisions of the Indenture, take all steps, actions and proceedings reasonably necessary in its judgment to enforce all of the rights of the Issuer and all of the obligations of the Getty Trust under the Loan Agreement other than Reserved Rights. C-8

83 Allocation of Revenues On or before the dates specified below, the Bond Trustee shall transfer from the Revenue Fund and deposit into the following respective accounts (each of which the Bond Trustee shall establish and maintain within the Revenue Fund) the following amounts, in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority: First: on each Interest Payment Date, to the Interest Account, the aggregate amount of interest becoming due and payable on such Interest Payment Date on all Bonds then Outstanding, until the balance in said account is equal to said aggregate amount of interest; and Second: on each Principal Payment Date, to the Principal Account, the aggregate principal amount of principal becoming due on such Principal Payment Date, until the balance in said account is equal to said amount. Any moneys remaining in the Revenue Fund on such dates after the foregoing transfers shall be transferred to the Getty Trust. Against Encumbrances The Issuer shall not create any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under the Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by the Indenture, and will assist the Bond Trustee in contesting any such pledge, lien, charge or other encumbrance which may be created. Subject to this limitation, the Issuer expressly reserves the right to enter into one or more other indentures for any of its authorized purposes and programs under the Act, and reserves the right to issue other obligations for such purposes. Tax Covenant The Issuer has in the Loan Agreement, caused the Getty Trust to covenant at all times to do and perform all acts and things permitted by law and the Tax Agreement which are necessary or desirable in order to assure that interest paid on the Series 2012A-1 Bonds (or any of them) will be excluded from gross income for federal income tax purposes and shall take no action that would result in such interest not being so excluded. Without limiting the generality of the foregoing, the Issuer agrees to comply with its obligations under the Tax Agreement. This covenant survives payment in full or defeasance of the Series 2012A-1 Bonds. Continuing Disclosure Pursuant to the Loan Agreement, the Getty Trust has undertaken all responsibility for compliance with continuing disclosure requirements, and the Issuer shall have no liability to the Holders of the Bonds or any other person with respect to Rule 15c2-12 promulgated by the C-9

84 Securities and Exchange Commission or any duty to enforce the continuing disclosure agreement entered into by the Getty Trust in connection with this undertaking or to enforce the section of the Loan Agreement described in this paragraph. Notwithstanding any other provision of the Indenture, failure of the Getty Trust or the Bond Trustee to comply with the continuing disclosure agreement shall not constitute an Event of Default; however, the Bond Trustee may, (and, at the request of any participating underwriter or the Holders of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds, shall, but only to the extent funds in an amount satisfactory to the Bond Trustee have been provided to it or it has otherwise been indemnified to its satisfaction from any cost, liability, expense or additional charges of the Bond Trustee, including attorney s fees) or any Holder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Getty Trust to comply with its continuing disclosure obligations under the Loan Agreement or to cause the Bond Trustee to comply with its obligations described in this paragraph. Events of Default; Remedies on Default Events of Default. The following events shall be Events of Default: (a) default in the due and punctual payment of the principal or Redemption Price of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by acceleration or otherwise; (b) default in the due and punctual payment of any installment of interest on any Bond when and as such interest shall become due and payable; (c) default by the Issuer in the observance of any of the other covenants, agreements or conditions on its part contained in the Indenture or in the Bonds, if such default shall have continued for a period of 60 days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Issuer and the Getty Trust by the Bond Trustee, or to the Issuer, the Getty Trust and the Bond Trustee by the Holders of not less than 25% in aggregate principal amount of the Bonds at the time Outstanding or (d) a Loan Default Event. Upon a Responsible Officer s actual knowledge of the existence of any Event of Default, the Bond Trustee shall notify the Getty Trust and Issuer in writing as soon as practicable but in any event within 5 Business Days; provided, however, that the Bond Trustee need not provide notice of any Loan Default Event if the Getty Trust has expressly acknowledged the existence of such Loan Default Event in a writing delivered to the Bond Trustee and the Issuer. Acceleration. Whenever any Event of Default shall have occurred and be continuing, the Bond Trustee may, upon notice in writing to the Issuer and the Getty Trust, declare the principal of all the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately (and interest shall cease to accrue as of the date of such declaration unless such declaration is rescinded in accordance with the Indenture), and upon any such declaration by the Bond Trustee the same shall become and shall be immediately due and payable, anything in the Indenture to the contrary notwithstanding. Any such declaration, however, is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, there shall be deposited with the Bond Trustee a sum sufficient to pay all the C-10

85 principal or Redemption Price of and interest on the Bonds payment of which is overdue, with interest on such overdue principal at the rates borne by the respective Bonds, and the reasonable charges and expenses of the Bond Trustee, and any and all other defaults known to the Bond Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Bond Trustee or provision deemed by the Bond Trustee to be adequate shall have been made therefor, then, and in every such case, the Bond Trustee shall, on behalf of the Holders of all of the Bonds by written notice to the Issuer and the Getty Trust, rescind and annul such declaration and its consequences and waive such default; but no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. Application of Revenues and Other Funds After Default. If an Event of Default shall occur and be continuing, all Revenues and any other funds then held or thereafter received by the Bond Trustee under any of the provisions of the Indenture (subject to moneys held for payment of particular Bonds and other than moneys required to be deposited in the Rebate Fund) shall be applied by the Bond Trustee as follows and in the following order: (A) To the payment of any expenses necessary in the opinion of the Bond Trustee to protect the interests of the Holders of the Bonds and payment of reasonable fees and expenses of the Bond Trustee (including reasonable fees and disbursements of its counsel) incurred in and about the performance of its powers and duties under the Indenture; and (B) To the payment of the principal or Redemption Price of and interest then due on the Bonds (upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) subject to the provisions of the Indenture, as follows: (1) Unless the principal of all of the Bonds shall have become or have been declared due and payable, First: To the payment to the Persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the Persons entitled thereto, without any discrimination or preference; and Second: To the payment to the Persons entitled thereto of the unpaid principal or Redemption Price of any Bonds which shall have become due whether at maturity or by call for redemption, in the order of their due dates, with interest on the overdue principal at the rate borne by the respective Bonds, and, if the amount available shall not be sufficient to pay in full all the Bonds due on any date, together with such interest, then to the payment thereof ratably, according to the amounts of principal or Redemption Price due on such date to the Persons entitled thereto, without any discrimination or preference. C-11

86 (2) If the principal of all of the Bonds shall have become or have been declared due and payable, to the payment of the principal and interest then due and unpaid upon the Bonds, with interest on the overdue principal at the rate borne by the respective Bonds, and, if the amount available shall not be sufficient to pay in full the whole amount so due and unpaid, then to the payment thereof ratably, without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. (C) To the payment of Additional Payments not paid as described in the immediately preceding clause (A). Bondholders Direction of Proceedings The Holders of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Bond Trustee, and upon indemnifying the Bond Trustee to its satisfaction therefor, to direct the method of conducting all remedial proceedings taken by the Bond Trustee under the Indenture, provided that such direction shall not be otherwise than in accordance with law and the provisions of the Indenture, and that the Bond Trustee shall have the right to decline to follow any such direction which in the opinion of the Bond Trustee would be unjustly prejudicial to Bondholders not parties to such direction. Limitation on Bondholders Right to Sue No Holder of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under the Indenture, the Loan Agreement, the Act or any other applicable law with respect to such Bond, unless (1) such Holder shall have given to the Bond Trustee written notice of the occurrence of an Event of Default; (2) the Holders of not less than 25% in aggregate principal amount of the Bonds then Outstanding shall have made written request upon the Bond Trustee to exercise the powers granted or to institute such suit, action or proceeding in its own name; provided, however, that if more than one such request is received by the Bond Trustee from the Holders, the Bond Trustee shall follow the written request executed by the Holders of the greater percentage of Bonds then Outstanding in excess of 25%; (3) such Holder or said Holders shall have tendered to the Bond Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; and (4) the Bond Trustee shall have refused or omitted to comply with such request for a period of 60 days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Bond Trustee. Amendment of Indenture The Indenture and the rights and obligations of the Issuer and of the Holders of the Bonds and of the Bond Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental to the Indenture, which the Issuer and the Bond Trustee C-12

87 may enter into when both (i) the written consent of the Holders of a majority in aggregate principal amount of the Bonds then Outstanding and (ii) an Opinion of Bond Counsel to the effect that such amendment or modification will not, in and of itself, cause interest on the Series 2012A- 1 Bonds to be included in the gross income of the Holders for federal income tax purposes shall have been filed with the Bond Trustee. No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or extend the time of payment, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or permit the creation of any lien on the Revenues and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture, or deprive the Holders of the Bonds of the lien created by the Indenture on such Revenues and other assets (except as expressly provided in the Indenture), without the consent of the Holders of all Bonds then Outstanding. The Indenture and the rights and obligations of the Issuer, of the Bond Trustee and of the Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplement to the Indenture, which the Issuer and the Bond Trustee may enter into without the necessity of obtaining the consent of any Bondholders, but only upon receipt by the Bond Trustee of an Opinion of Bond Counsel to the effect that such amendment or modification: (i) will not in and of itself cause interest on the Series 2012A-1 Bonds to be included in the gross income of the Holders thereof for federal income tax purposes, (ii) is permitted by law and (iii) complies with one or more of the following purposes: (1) to add to the covenants and agreements of the Issuer contained in the Indenture other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power reserved to or conferred upon the Issuer, provided, that no such covenant, agreement, pledge, assignment or surrender shall materially adversely affect the interests of the Holders of the Bonds (as provided in an Opinion of Counsel addressed to the Issuer and the Bond Trustee); (2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in the Indenture, or in regard to matters or questions arising under the Indenture, as the Issuer or the Bond Trustee may deem necessary or desirable and not inconsistent with the Indenture, and which shall not materially adversely affect the interests of the Holders of the Bonds (as provided in an Opinion of Counsel addressed to the Issuer and the Bond Trustee); (3) to modify, amend or supplement the Indenture in such manner as to permit the qualification thereof under the Trust Indenture Act of 1939, as amended or any similar federal statute, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially adversely affect the interests of the Holders of the Bonds (provided, however, that such modifications, amendments, supplements and additions shall be permitted described in this paragraph only if qualification under said act or similar federal statute is required by applicable law); or (4) to provide any additional procedures, covenants or agreements to maintain the exclusion from gross income for federal income tax purposes of interest on the Series 2012A-1 Bonds. C-13

88 Amendment of Loan Agreement The Issuer shall not amend, modify or terminate any of the terms of the Loan Agreement, or consent to any such amendment, modification or termination, without the written consent of the Bond Trustee (such consent not to be unreasonably withheld). The Bond Trustee shall give such written consent only if (1) in the opinion of the Bond Trustee (which may be based on an Opinion of Bond Counsel upon which the Bond Trustee may rely) such amendment, modification or termination will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security given for the payment of the Bonds, or (2) the Bond Trustee first obtains the written consent of the Holders of a majority in principal amount of the Bonds then Outstanding to such amendment, modification or termination, provided that no such amendment, modification or termination shall reduce the amount of Loan Repayments to be made to the Issuer or the Bond Trustee by the Getty Trust pursuant to the Loan Agreement, or extend the time for making such payments, without the written consent of all of the Holders of the Bonds then Outstanding. Defeasance The Bonds may be paid by the Issuer or the Bond Trustee on behalf of the Issuer in any of the following ways: (a) by paying or causing to be paid the principal or Redemption Price of and interest on all Bonds Outstanding, as and when the same become due and payable; (b) by depositing with the Bond Trustee in trust, at or before maturity, moneys or securities in the necessary amount (as provided in the Indenture) to pay when due or redeem all Bonds then Outstanding; or (c) by delivering to the Bond Trustee, for cancellation by it, all Bonds then Outstanding. If the Issuer shall also pay or cause to be paid all other sums payable under the Indenture by the Issuer, then and in that case at the election of the Issuer and notwithstanding that any Bonds shall not have been surrendered for payment, the Indenture and the pledge of Revenues and other assets made under the Indenture and all covenants, agreements and other obligations of the Issuer under the Indenture shall cease, terminate, become void and be completely discharged and satisfied (except with respect to deposits in the Rebate Fund and indemnification payable pursuant to the Indenture). Whenever in the Indenture it is provided or permitted that there be deposited with or held in trust by the Bond Trustee money or securities in the necessary amount to pay any Bonds, the money or securities so to be deposited or held may include money or securities held by the Bond Trustee in the funds and accounts established pursuant to the Indenture (other than the Rebate Fund) and shall be: (A) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as provided in the Indenture or provision satisfactory to the Bond Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or Redemption Price of such Bonds and all unpaid interest thereon to the redemption date; or C-14

89 (B) Investment Securities described in clause (1)(a) of the definition thereof (not callable by the issuer thereof prior to maturity), the principal of and interest on which when due will provide money sufficient to pay the principal and Redemption Price of and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Bonds to be paid or redeemed, as such principal or Redemption Price and interest become due; provided that, in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in the Indenture or provision satisfactory to the Bond Trustee shall have been made for the giving of such notice; provided, in each case, that the Bond Trustee shall have been irrevocably instructed (by the terms of the Indenture or by Request of the Issuer) to apply such money to the payment of such principal or Redemption Price and interest with respect to such Bonds. Liability of Issuer Limited to Revenues Notwithstanding anything in the Indenture, the Loan Agreement or in the Bonds, the Issuer shall not be required to advance any moneys derived from any source other than the Revenues and other assets pledged under the Indenture for any of the purposes in the Indenture, whether for the payment of the principal or Redemption Price of or interest on the Bonds or for any other purpose of the Indenture. LOAN AGREEMENT The Loan Agreement sets forth the terms of the loan of Bond proceeds to the Getty Trust and the repayment of and security for such loans provided by the Getty Trust. Certain provisions of the Loan Agreement are summarized below. This summary does not purport to be complete or definitive and is qualified in its entirety by reference to the full terms of the Loan Agreement. Loan of Proceeds; Payments of Principal and Interest The principal of and interest on the loan of the net proceeds of the Bonds under the Loan Agreement will be repaid by means of Loan Repayments which the Getty Trust agrees to pay to the Bond Trustee as assignee of the Issuer. The Loan Repayments will be due and payable on or before the Business Day prior to each Interest Payment Date and each Principal Payment Date in amounts necessary to allow the Bond Trustee to make the transfers required by the Indenture. Notwithstanding the foregoing, the Getty Trust agrees to make payments, or cause payments to be made, at the times and in the amounts required to be paid as principal of and interest on the Bonds from time to time Outstanding under the Indenture and other amounts required to be paid under the Indenture, as the same shall become due whether at maturity, upon redemption by declaration of acceleration or otherwise. Additional Payments In addition to Loan Repayments, the Getty Trust also agrees to pay to the Issuer or the Bond Trustee, as the case may be, Additional Payments, as follows: (a) All taxes and assessments of any type or character charged to the Issuer or to the Bond Trustee affecting the amount available to the Issuer or the Bond Trustee from payments to C-15

90 be received under the Loan Agreement or in any way arising due to the transactions contemplated by the Loan Agreement (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Bond Trustee and taxes based upon or measured by the net income of the Bond Trustee; provided, however, that the Getty Trust shall have the right to protest any such taxes or assessments which it in good faith believes are not due and owing and to require the Issuer or the Bond Trustee, at the Getty Trust s expense, to protest and contest any such taxes or assessments levied upon them and that the Getty Trust shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Issuer, the Holders or the Bond Trustee under the Loan Agreement or the Indenture or otherwise with respect to the Bonds; (b) All reasonable fees, charges, expenses and indemnities of the Bond Trustee under the Loan Agreement and the Indenture, as and when the same become due and payable; (c) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer or the Bond Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under the Loan Agreement or the Indenture, (provided that the Issuer will give advance notice to the Getty Trust if it engages any accountants, consultants, attorneys or other experts to provide services required under the Loan Agreement or the Indenture, and provided further that the Getty Trust acknowledges that failure of the Issuer to give such notice shall not affect the Issuer s right to engage any such Persons or seek payment for the fees and expenses described in this paragraph); (d) The reasonable fees and costs incurred by the Issuer, including but not limited to Issuer staff costs and costs of the Attorney General of the State of California and any other attorney or consultant representing the Issuer in connection with the Loan Agreement, the Bonds or the Indenture, including any and all expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds, or in connection with any litigation or other proceeding which may at any time be instituted involving the Loan Agreement, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the inspection of the Getty Trust, its properties, assets or operations, or otherwise in connection with the administration of the Loan Agreement, provided that the Issuer agrees that it will not retain consultants with respect to the issuance, sale or delivery of the Bonds unless it first notifies the Getty Trust in writing of its reason for retaining such consultants; (e) An annual fee of $500, payable to the Issuer on or before September 1 of any year in which Bonds are Outstanding, commencing September 1, 2012; (f) All other reasonable and necessary fees, expenses and indemnities of the Issuer arising out of or in connection with the issuance of the Bonds and the Loan Agreement, including, but not limited to, those pertaining to the representation of the Issuer as taxpayer before the Internal Revenue Service in any audit or investigation of the Bonds; and (g) All Costs of Issuance of the Bonds. C-16

91 Prepayment The Getty Trust shall have the right, so long as all amounts which have become due under the Loan Agreement have been paid, at any time or from time to time to prepay all or any part of the Loan Repayments and the Issuer agrees that the Bond Trustee shall accept such prepayments when the same are tendered. Prepayments may be made by payments of cash, deposit of Investment Securities or surrender of Bonds, as contemplated by the Indenture. The interest component of all such prepayments shall be deposited in the Interest Account and the principal component of all such prepayments pursuant to optional redemption as described in this Official Statement under the heading THE BONDS - Redemption Optional Redemption shallbe deposited upon receipt in the Redemption Fund, and, at the written request of and as determined by the Getty Trust, credited against payments due under the Loan Agreement or used for the redemption or purchase of Outstanding Bonds in the manner and subject to the terms and conditions set forth in the Indenture. Notwithstanding any such prepayment or surrender of Bonds, as long as any Bonds remain Outstanding or any Additional Payments required to be made under the Loan Agreement remain unpaid, the Getty Trust shall not be relieved of its obligations under the Loan Agreement. Obligations Unconditional The obligations of the Getty Trust under the Loan Agreement, including the obligation of the Getty Trust to pay the principal of and interest on the Bonds and any Additional Payments, are absolute and unconditional, notwithstanding any other provision of the Loan Agreement or the Indenture. Until the Loan Agreement is terminated and all payments under the Loan Agreement are made, the Getty Trust: (a) Will pay all amounts required under the Loan Agreement without abatement, deduction or setoff except as otherwise expressly provided in the Loan Agreement; (b) Will not suspend or discontinue any payments due under the Loan Agreement for any reason whatsoever, including, without limitation, any right of setoff or counterclaim except as expressly provided in the Loan Agreement or the Indenture; (c) Will perform and observe all its other agreements contained in the Loan Agreement; and (d) Except as provided in the Loan Agreement, will not terminate the Loan Agreement for any cause including, without limiting the generality of the foregoing, damage, destruction or condemnation of the Getty Trust s facilities or any part thereof, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California, or any political subdivision of either thereof or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Loan Agreement. Nothing contained in the Loan Agreement shall be construed to release the Issuer from the performance of any of the agreements on its part contained in the Loan Agreement. C-17

92 The rights of the Bond Trustee or any party or parties on behalf of whom the Bond Trustee is acting shall not be subject to any defense, setoff, counterclaim or recoupment whatsoever, whether arising out of any breach of any duty or obligation of the Issuer or the Bond Trustee owing to the Getty Trust, or by reason of any other indebtedness or liability at any time owing by the Issuer or by the Bond Trustee to the Getty Trust. Continuing Disclosure The Getty Trust covenants and agrees that it will enter into and comply with and carry out all of the provisions of a continuing disclosure agreement. Notwithstanding any other provision of the Loan Agreement, failure of the Getty Trust to comply with the continuing disclosure agreement shall not be considered a Loan Default Event; however, the Bond Trustee may (and, at the request of any participating underwriter or the Holders of at least 25% aggregate principal amount in Outstanding Bonds, shall, upon receipt of reasonable indemnification for its fees and costs acceptable to it) and any Holder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Getty Trust to comply with its obligations described in this paragraph. Events of Default The following events will be Loan Default Events : (i) failure by the Getty Trust to pay in full any payment required under the Loan Agreement when due, whether at maturity, upon a date fixed for redemption, by acceleration or otherwise; (ii) if any material representation or warranty made by the Getty Trust in the Loan Agreement or made by the Getty Trust in any document, instrument or certificate furnished to the Bond Trustee or the Issuer in connection with the issuance of the Bonds shall at any time prove to have been incorrect in any material respect as of the time made; (iii) failure by the Getty Trust to observe or perform any covenant, condition, agreement or provision in the Loan Agreement on its part to be observed or performed, other than as referred to in (i) and (ii) above, or breach of any warranty by the Getty Trust contained in the Loan Agreement, for a period of 60 days after written notice, specifying such failure or breach and requesting that it be remedied, has been given to the Getty Trust by the Issuer or the Bond Trustee; except that, if such failure or breach can be remedied but not within such 60-day period and if the Getty Trust has taken all action reasonably possible to remedy such failure or breach within such 60-day period, such failure or breach shall not become a Loan Default Event for so long as the Getty Trust shall diligently proceed to remedy such failure or breach in accordance with and subject to any directions or limitations of time established by the Bond Trustee; (iv) certain incidents of bankruptcy, insolvency or similar conditions; or (v) any Event of Default as defined in and under the Indenture. Remedies on Default During the continuance of a Loan Default Event, the Bond Trustee on behalf of the Issuer may take such action as it deems necessary or appropriate to collect amounts due under the Loan Agreement, to enforce performance and observance of any obligation or agreement of the Getty Trust under the Loan Agreement and may, among other things, exercise any or all rights and remedies given by the Loan Agreement or given by or available under any other instrument of any C-18

93 kind securing the Getty Trust s performance under the Loan Agreement, declare upon written notice to the Getty Trust, an amount equal to all amounts then due and payable on the Bonds, whether by acceleration of maturity or otherwise, to be immediately due and payable under the Loan Agreement, whereupon the same shall become immediately due and payable. The Issuer or the Bond Trustee may take any action at law or in equity to collect the payment required under the Loan Agreement then due, whether on the stated due date or by declaration of acceleration or otherwise, for damages or for specific performance or otherwise to enforce performance and observance of any obligation, agreement or covenant of the Getty Trust under the Loan Agreement. If any proceeding taken by the Bond Trustee on account of any Loan Default Event shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Bond Trustee, then and in every case the Issuer, the Bond Trustee and the Getty Trust shall be restored to their former position and rights under the Loan Agreement, respectively, and all rights, remedies and powers of the Issuer and the Bond Trustee shall continue as though no such proceeding had taken place. Amendment of Loan Agreement The Loan Agreement may be amended, changed or modified only as provided in the Indenture. See INDENTURE Amendment of Loan Agreement above. Tax Covenant The Getty Trust covenants and agrees that it will at all times do and perform all acts and things permitted and as may from time to time be required by law or the Loan Agreement and the Tax Agreement which are necessary in order to assure that interest paid on the Series 2012A-1 Bonds will be excluded from gross income for federal income tax purposes and will take no action that would result in such interest not being so excluded. Without limiting the generality of the foregoing, the Getty Trust agrees to comply with the provisions of the Tax Agreement. This covenant shall survive payment in full or defeasance of the Series 2012A-1 Bonds. C-19

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95 APPENDIX D FORM OF BOND COUNSEL OPINION [Delivery Date] California Infrastructure and Economic Development Bank Sacramento, California California Infrastructure and Economic Development Bank Tax-Exempt Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-1 California Infrastructure and Economic Development Bank Taxable Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-2 (Final Opinion) Ladies and Gentlemen: We have acted as bond counsel to the California Infrastructure and Economic Development Bank (the Issuer ) in connection with issuance of $56,050,000 aggregate principal amount of California Infrastructure and Economic Development Bank Tax-Exempt Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-1 (the Series 2012A-1 Bonds ) and $12,880,000 aggregate principal amount of California Infrastructure and Economic Development Bank Taxable Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-2 (the Series 2012A-2 Bonds and together with the Series 2012A-1 Bonds, the Bonds ), issued pursuant to the provisions of a bond indenture, dated as of February 1, 2012 (the Indenture ), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee ). The Indenture provides that the Bonds are issued for the stated purpose of making a loan of the proceeds thereof to The J. Paul Getty Trust (the Getty Trust ) pursuant to a loan agreement, dated as of February 1, 2012 (the Loan Agreement ), between the Issuer and the Getty Trust. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. In such connection, we have reviewed the Indenture, the Loan Agreement, the Tax Agreement, opinions of counsel to the Issuer and the Getty Trust, certificates of the Issuer, the Trustee, the Getty Trust and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. We have relied on the opinion of Caplin & Drysdale, Chartered, special tax counsel to the Getty Trust, regarding, among other matters, the current qualification of the Getty Trust as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the Code ). We note that the opinion is subject to a number of qualifications and limitations. We have also relied upon representations of the Getty Trust regarding the use of the facilities refinanced with the proceeds of Series 2012A-1 Bonds in activities that are not considered unrelated trade or D-1

96 business activities of the Getty Trust within the meaning of Section 513 of the Code. We note that the opinion of counsel to the Getty Trust does not address Section 513 of the Code. Failure of the Getty Trust to be organized and operated in accordance with the Internal Revenue Service s requirements for the maintenance of its status as an organization described in Section 501(c)(3) of the Code, or use of the bond-financed facilities in activities that are considered unrelated trade or business activities of the Getty Trust within the meaning of Section 513 of the Code, may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the date of issuance of the Bonds. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof. Accordingly, this letter speaks only of its date and is not intended to, and may not, be relied upon or otherwise used in connection with any such actions, events, or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Issuer. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second and third paragraphs hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture, the Loan Agreement and the Tax Agreement, including (without limitation) covenants and agreements compliance with which is necessary to assure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds, the Indenture, the Loan Agreement and the Tax Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors rights, to the application of equitable principles and to the exercise of judicial discretion in appropriate cases. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the foregoing documents, nor do we express any opinion with respect to the state or quality of title to or interest in any of the assets described in or as subject to the lien of the Indenture or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such assets. Our services did not include financial or other non-legal advice. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the Bonds and express no opinion with respect thereto. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions: 1. The Bonds constitute the valid and binding limited obligations of the Issuer. D-2

97 2. The Indenture has been duly executed and delivered by, and constitutes the valid and binding obligation of, the Issuer. The Indenture creates a valid pledge, to secure the payment of the principal or Redemption Price of and interest on the Bonds, of the Revenues and any other amounts held by the Trustee in any fund or account established pursuant to the Indenture, except the Rebate Fund, subject to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture. 3. The Loan Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, the Issuer. 4. The Bonds are not a lien or charge upon the funds or property of the Issuer except to the extent of the aforementioned pledge. Neither the faith and credit nor the taxing power of the State of California or of any political subdivision thereof is pledged to the payment of the principal or Redemption Price of or interest on the Bonds. The Bonds are not a debt of the State of California, and said State is not liable for the payment thereof. 5. Interest on the Series 2012A-1 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Code. Interest on the Series 2012A-1 Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although we observe that it is included in adjusted current earnings when calculating corporate alternative minimum taxable income. We observe that interest on the Series 2012A-2 Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Code. Interest on the Bonds is exempt from State of California personal income taxes. We express no opinion regarding other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. Series 2012A-2 Bonds Circular 230 Disclaimer: Investors are urged to obtain independent tax advice regarding the Series 2012A-2 Bonds based upon their particular circumstances. The tax discussion contained in the Official Statement under the heading TAX MATTERS Series 2012A-2 Bonds (Taxable) was not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. The advice was written to support the promotion or marketing of the Series 2012A-2 Bonds. Faithfully yours, ORRICK, HERRINGTON & SUTCLIFFE LLP per D-3

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99 APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT This CONTINUING DISCLOSURE AGREEMENT (the Disclosure Agreement ) is entered into as of, 2012, by and between The J. Paul Getty Trust (the Getty Trust ) for the benefit of the Holders and Beneficial Owners of the Bonds and The Bank of New York Mellon Trust Company, N.A. (the Dissemination Agent ) in connection with the issuance of $56,050,000 aggregate principal amount of California Infrastructure and Economic Development Bank Tax-Exempt Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-1 and $12,880,000 aggregate principal amount of California Infrastructure and Economic Development Bank Taxable Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-2 (collectively, the Bonds ). WITNESSETH: WHEREAS, the California Infrastructure and Economic Development Bank (the Issuer ) will issue and sell the Bonds; WHEREAS, pursuant to a Bond Indenture, dated as of February 1, 2012 (the Indenture ), by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as bond trustee, the Issuer has provided for the issuance of the Bonds; and WHEREAS, the SECURITIES AND EXCHANGE COMMISSION (the SEC ) has adopted Rule 15c2-12(b)(5) under the SECURITIES EXCHANGE ACT OF 1934, as amended (the 1934 Act ); NOW THEREFORE, the Getty Trust covenants and agrees for the benefit of the Holders and Beneficial Owners of the Bonds as follows: SECTION 1. Definitions. Capitalized terms, unless otherwise defined herein, shall have the meanings set forth in the Indenture. Annual Report shall mean any annual report provided by the Getty Trust pursuant to, and as described in, Section 3 of this Disclosure Agreement. Disclosure Representative shall mean the Vice President, Chief Financial Officer and Chief Operating Officer of the Getty Trust or his or her designee, or such other officer or employee as the Getty Trust shall designate in writing to the Dissemination Agent from time to time. Dissemination Agent shall mean The Bank of New York Mellon Trust Company, N.A., or any successor Dissemination Agent designated in writing by the Getty Trust. Fiscal Year shall mean the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other twelve-month period hereafter selected and designated as the official Fiscal Year period of the Getty Trust and certified to the Dissemination Agent in writing by an authorized representative of the Getty Trust. MSRB shall mean the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the 1934 Act, as amended. E-1

100 Notice Event shall mean any of the events listed in Section 5(a) and (b) of this Disclosure Agreement. Official Statement shall mean the Official Statement relating to the Bonds, dated February 1, Person shall mean an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof. Repository shall mean the MSRB or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the SEC, filings with the MSRB are to be made through the Electronic Municipal Market Access ( EMMA ) website of the MSRB, currently located at Rule shall mean Rule 15c2-12(b)(5) adopted by the SEC under the 1934 Act, as the same may be amended from time to time. Trustee shall mean The Bank of New York Mellon Trust Company, N.A., or any successor bond trustee under the Indenture. Underwriters shall mean Morgan Stanley & Co. LLC and Estrada Hinojosa & Company, Inc. SECTION 2. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Getty Trust for the benefit of the Holders and the Beneficial Owners, and in order to assist the Underwriters in complying with the Rule. SECTION 3. Provision of Annual Reports. (a) The Getty Trust shall, or shall cause the Dissemination Agent to, not later than six (6) months following the end of the Fiscal Year of the Getty Trust, commencing with the Fiscal Year of the Getty Trust ended June 30, 2012, provide to the Repository an Annual Report which is consistent with the requirements of this Section 3 of this Disclosure Agreement. The Annual Report must be submitted in electronic format, accompanied by such identifying information as is prescribed by the Repository, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Getty Trust may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if such audited financial statements are not available by that date. If the Fiscal Year of the Getty Trust changes from that in effect as of the date hereof, it shall give notice of such change in the same manner as for a Notice Event under Section 4(f). If any party other than the Dissemination Agent provides the Annual Report to the Repository, it shall notify the Dissemination Agent that it has done so. (b) Not later than fifteen (15) Business Days prior to the date specified in subsection (a) above for providing the Annual Report to the Repository, the Getty Trust shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Getty Trust to determine if the Getty Trust is in compliance with subsection (a) above. (c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the Repository by the date required in subsection (a) above, the Dissemination E-2

101 Agent shall send a notice, in electronic format unless otherwise designated by the SEC and the Repository, in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of the Repository, if any; (ii) file a report with the Getty Trust certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided to the Repository; and Repository. (iii) use its best efforts to file the Annual Report electronically to the (e) Content of Annual Reports. The combined Annual Report of the Getty Trust shall contain or include by reference combined audited Financial Statements of the Getty Trust prepared in accordance with generally accepted accounting principles for the Fiscal Year most recently ended (the Financial Statements ); provided, however, that in the event that such Financial Statements are not be available by the time the Annual Report is required to be filed pursuant to Section 3(a) herein, unaudited financial statements or updated projected operating results covering the previous Fiscal Year, in a format that complies with current generally accepted accounting principles, may be substituted therefor; provided, further, that audited Financial Statements shall be filed in the same manner as the Annual Report as soon as such Financial Statements become available. SECTION 4. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 4, the Getty Trust shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, not in excess of ten (10) Business Days after the occurrence of such Notice Event to the MSRB through EMMA: difficulties; difficulties; perform; (i) (ii) (iii) (iv) principal and interest payment delinquencies; unscheduled draws on debt service reserves reflecting financial unscheduled draws on credit enhancements reflecting financial substitution of credit or liquidity providers, or their failure to (v) adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability or of a Notice of Proposed Issue (IRS Form 5701-TEB); E-3

102 (vi) (vii) tender offers; defeasances; (viii) rating changes; and (ix) bankruptcy, insolvency, receivership or similar event of the Getty Trust (such event being considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer therefor in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or government authority has assumed jurisdiction over substantially all of the assets or business thereof, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business thereof). (b) Pursuant to the provisions of this Section 4, the Getty Trust shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, not in excess of ten (10) Business Days after the occurrence of such Notice Event to the MSRB through EMMA: (i) Unless described in Section 4(a)(v), other notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds, or other events affecting the tax status of any Bonds; securities; (ii) (iii) (iv) (v) modifications to rights of security holders; bond calls; release, substitution or sale of property securing repayment of the non-payment related defaults; (vi) the consummation of a merger, consolidation, or acquisition involving the Getty Trust or the sale of all or substantially all of the assets thereof, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; and (vii) name of a trustee. appointment of a successor or additional trustee or the change of (c) The Dissemination Agent shall, within one (1) Business Day of obtaining actual knowledge of the occurrence of any of the Notice Events, contact the Disclosure Representative, inform such person of the event, and request that the Getty Trust promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (f) E-4

103 below. For purposes of this Disclosure Agreement, actual knowledge of the occurrence of such Notice Events shall mean actual knowledge at the corporate trust office of the Dissemination Agent by an officer of the Dissemination Agent with responsibility for matters related to the administration of the Indenture. The Dissemination Agent is not responsible for determining the materiality of such Notice Event in notifying a Disclosure Representative of such Notice Event. (d) Whenever the Getty Trust obtains knowledge of the occurrence of a Notice Event under subsection (b) above, because of a notice from the Dissemination Agent pursuant to subsection (c) above or otherwise, the Getty Trust shall as soon as possible determine if the occurrence of such Notice Event would be material under applicable federal securities laws. (e) If the Getty Trust has determined that knowledge of the occurrence of a Notice Event under subsection (b) would be material under applicable federal securities laws, the Getty Trust shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (f) below. (f) If the Dissemination Agent has been instructed by the Getty Trust to report the occurrence of a Notice Event, the Dissemination Agent shall file a notice of such occurrence with the Repository in electronic format, accompanied by such identifying information as is prescribed by the Repository, with a copy to each party to this Disclosure Agreement. Notwithstanding the foregoing, notice of Notice Events described in subsections (a)(vii) and (b)(iii) of this Section 4 need not be given under this subsection (f) any earlier than the notice, if any, of the underlying event is given to the Holders of affected Bonds pursuant to the Indenture. SECTION 5. Termination of Reporting Obligation. The Getty Trust s and the Dissemination Agent s respective obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Getty Trust shall give notice of such termination in the same manner as for a Notice Event under Section 4(f). SECTION 6. Dissemination Agent. The Getty Trust may, from time to time, appoint or engage a successor Dissemination Agent to assist it in carrying out their obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent. Upon such discharge, however, a new Dissemination Agent must be appointed within sixty (60) days. The Dissemination Agent may resign by providing sixty (60) days written notice to the Getty Trust. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Getty Trust pursuant to this Disclosure Agreement. If at any time there is not any other designated Dissemination Agent, the Trustee shall be Dissemination Agent. The initial Dissemination Agent shall be The Bank of New York Mellon Trust Company, N.A. SECTION 7. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Getty Trust may amend this Disclosure Agreement (and the Dissemination Agent shall agree to any amendment so requested by the Getty Trust that does not adversely affect its rights or increase its duties under this Disclosure Agreement), and any E-5

104 provision of this Disclosure Agreement may be waived, provided that any of the following conditions is satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5 herein, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking herein, as amended, or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; or (c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of the Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. The Getty Trust also may amend or terminate this Disclosure Agreement without approval by the Holders of the Bonds to the extent permitted by rule, order or other official pronouncement of the SEC expressly permitting such action or approved by an opinion of nationally recognized bond counsel. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Getty Trust shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Getty Trust. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Notice Event under Section 4(f) herein, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 8. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Getty Trust from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Notice Event, in addition to that which is required by this Disclosure Agreement. If the Getty Trust chooses to include any information in any Annual Report or notice of occurrence of a Notice Event, in addition to that which is specifically required by this Disclosure Agreement, the Getty Trust shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Notice Event. SECTION 9. Default. In the event of a failure of the Getty Trust to comply with any provision of this Disclosure Agreement, the Dissemination Agent may (and, at the request of the Underwriters or the Holders of at least 25% of aggregate principal amount of the Bonds then E-6

105 Outstanding, shall but only to the extent indemnified to its satisfaction from any liability or expense, including fees of its attorneys), or any Holder or Beneficial Owner may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Getty Trust to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, the Loan Agreement, or any related document, and the sole remedy under this Disclosure Agreement in the event of any failure of the Getty Trust or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance, and no Person shall be entitled to recover monetary damages under this Disclosure Agreement. SECTION 10. Duties, Immunities and Liabilities of Dissemination Agent. Article VIII of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent shall be entitled to the protections and limitations from liability afforded to the Trustee thereunder. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Getty Trust agrees, to the extent permitted by law, to indemnify and save the Dissemination Agent, or his or her employees and agents, harmless against any loss, expense and liabilities which he or she may incur arising out of or in the exercise or performance of his or her powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent s negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Getty Trust for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Getty Trust from time to time and all reasonable expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Getty Trust hereunder and shall not be deemed to be acting in any fiduciary capacity for the Getty Trust, Beneficial Owners or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon the directions from the Getty Trust or an opinion of nationally recognized bond counsel. Any company succeeding to all or substantially all of the Dissemination Agent s corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 11. Notices. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows: To the Getty Trust: The J. Paul Getty Trust 1200 Getty Center Drive, Suite 400 Los Angeles, California Attn: Vice-President, Chief Financial Officer and Chief Operating Officer Fax: (310) E-7

106 To the Dissemination Agent: The Bank of New York Mellon Trust Company, N.A. 700 S. Flower Street, Suite 500 Los Angeles, California Fax: (213) with copies to (if Dissemination Agent is no longer the Trustee): The Bank of New York Mellon Trust Company, N.A. 700 S. Flower Street, Suite 500 Los Angeles, California Fax: (213) Any Person may, by written notice to the other Persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. Notices to the Trustee shall be effective on the actual receipt thereof. SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Getty Trust, the Dissemination Agent, the Underwriters, the Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 13. Governing Law. THIS DISCLOSURE AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA DETERMINED WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAW; PROVIDED, HOWEVER, THAT THE INTERPRETATION OF THE RULE SHALL BE GOVERNED BY THE LAWS OF THE UNITED STATES. [Remainder of Page Intentionally Left Blank] E-8

107 IN WITNESS WHEREOF, the Getty Trust and the Dissemination Agent each have caused this Disclosure Agreement to be executed and attested by its proper officer thereunto duly authorized, as of the day and year first above written. THE J. PAUL GETTY TRUST By: Patricia A. Woodworth Vice-President, Chief Financial Officer and Chief Operating Officer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Dissemination Agent By: Authorized Officer [Remainder of Page Intentionally Left Blank] E-9

108 EXHIBIT A NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Obligated Persons: The J. Paul Getty Trust Name of Issuer: Name of Bond Issue: California Infrastructure and Economic Development Bank $56,050,000 California Infrastructure and Economic Development Bank Tax-Exempt Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-1 and $12,880,000 California Infrastructure and Economic Development Bank Taxable Refunding Revenue Bonds (The J. Paul Getty Trust) Series 2012A-2 Date of Issuance: February 22, 2012 NOTICE IS HEREBY GIVEN that THE J. PAUL GETTY TRUST (the Getty Trust ) has not provided an Annual Report with respect to the above-named Bonds as required by Section 3(a) of the Continuing Disclosure Agreement, dated as of, 2012, entered into by the Getty Trust for the benefit of the Holders of the Bonds. The Getty Trust anticipates that the Annual Report will be filed by,. Dated: The Bank of New York Mellon Trust Company, N.A., as Dissemination Agent By: Title: Phone: cc: The J. Paul Getty Trust The Bank of New York Mellon Trust Company, N.A. Morgan Stanley & Co. LLC E-10

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110 confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Infrastructure Bank as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of principal or Redemption Price of and interest on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the Infrastructure Bank or the Bond Trustee, as paying agent, on payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Bond Trustee, as paying agent, or the Infrastructure Bank, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal or F-2

111 Redemption Price of and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Infrastructure Bank or the Bond Trustee, as paying agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Infrastructure Bank or the Bond Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Infrastructure Bank may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The information in this APPENDIX concerning DTC and DTC s book-entry system has been obtained from sources that the Infrastructure Bank and the Getty Trust believe to be reliable, but the Infrastructure Bank and the Getty Trust take no responsibility for the accuracy thereof. The Infrastructure Bank, the Getty Trust and the Bond Trustee do not have any responsibility or obligations to any DTC participant or any beneficial owner with respect to (a) the Bonds; (b) the accuracy of any records maintained by DTC or any DTC participant; (c) the payment of DTC or any DTC participant of any amount due to any beneficial owner with respect to the principal or Redemption Price of and interest on the Bonds; (d) the delivery or timeliness of delivery by DTC or any DTC participant of any notice to any beneficial owner that is required or permitted under the terms of the Indenture to be given to owners; (e) the selection of the beneficial owners to receive payments in the event of any partial redemption of the Bonds; or (f) any consent given or other action taken by DTC or its nominee, Cede & Co., as owner. F-3

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