Attachment 1 EIGHTH SUPPLEMENTAL INDENTURE. by and between REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG. and

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1 Attachment 1 EIGHTH SUPPLEMENTAL INDENTURE by and between REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of October 1, 2009 Relating to Redevelopment Agency of Pittsburg Los Medanos Community Development Project Subordinate Tax Allocation Bonds, 2004 Series A

2 EIGHTH SUPPLEMENTAL INDENTURE THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2009 (the Eighth Supplemental Indenture ), is entered into by and between the Redevelopment Agency of the City of Pittsburg (the Agency ), a public body, corporate and politic, duly organized and existing pursuant to the Community Redevelopment Law of the State of California, and The Bank of New York Mellon Trust Company, N.A., (formerly known as The Bank of New York Trust Company, N.A.) as trustee (the Trustee ), a national banking association duly organized and existing under and by virtue of the laws of the United States of America and authorized to accept and execute trusts of the character in the Eighth Supplemental Indenture set forth (capitalized terms used and not otherwise defined herein shall have the meanings given such terms pursuant to Section 1.01 of the Master Indenture and Section 1.03 of the First Supplemental Indenture, each as defined below); W I T N E S S E T H : WHEREAS, the Agency has entered into the Amended and Restated Indenture of Trust, dated as of December 1, 2004 (the Master Indenture ) by and between the Agency and the Trustee to provide for the issuance from time to time by the Agency of Bonds to finance costs of the Project (or for making reimbursements to the Agency for such costs theretofore paid by it) as permitted by the Law and the Redevelopment Plan and to refund Outstanding Parity Obligations; and WHEREAS, the Agency has heretofore authorized and issued its Los Medanos Community Development Project Subordinate Tax Allocation Bonds, 2004 Series A (the 2004 Series A Bonds ), pursuant to a First Supplemental Indenture of Trust, dated as of December 1, 2004 (the First Supplemental Indenture ) between the Agency and the Trustee, supplementing the Master Indenture. WHEREAS, the Agency has further supplemented and amended the Master Indenture by executing and delivering a Second Supplemental Indenture, dated as of December 1, 2004, a Third Supplemental Indenture, dated as of March 1, 2005, a Fourth Supplemental Indenture, dated as of December 1, 2006, a Fifth Supplemental Indenture, dated as of December 1, 2006, a Sixth Supplemental Indenture, dated as of December 1, 2006, and a Seventh Supplemental Indenture, dated as of October 1, 2009, each by and between the Agency and the Trustee (as previously supplemented and amended, the Master Indenture is herein referred to as the Original Indenture ); WHEREAS, to provide credit enhancement and liquidity support for the 2004 Series A Bonds, State Street Bank and Trust Company ( State Street ) and California State Teacher s Retirement System ( CalSTRS ) executed and delivered with an irrevocable transferable direct pay letter of credit pursuant to a Letter of Credit and Reimbursement Agreement, dated as of May 1, 2008 (the Alternate 2004 Series A Credit Support Instrument ), between the Agency, State Street and CalSTRS; and

3 WHEREAS, the Master Indenture and the First Supplemental Indenture authorize the Agency and the Trustee to enter into a Supplemental Indenture to provide additional security with respect to the Bonds, including the 2004 Series A Bonds; and WHEREAS, the Alternate 2009 Series A Credit Support Instrument is scheduled to expire on December 29, 2009, and the Agency has requested that State Street and CalSTRS extend the Alternate 2004 Series A Credit Support Instrument; and WHEREAS, the Agency has entered into this Eighth Supplemental Indenture for the purposes of (i) providing additional security for the Bonds and (ii) extending the Alternate 2004 Series A Credit Support Instrument securing the 2004 Series A Bonds; and WHEREAS, the Agency has determined that all acts and things have been done and performed which are necessary to make the Original Indenture, as supplemented by this Seventh Supplemental Indenture, a valid and binding agreement for the security of the 2004 Series A Bonds (the Original Indenture and the Eighth Supplemental Indenture being collectively referred to herein as the Indenture ); NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: That, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created and originally created by the Original Indenture, the mutual covenants herein contained, and for other valuable consideration, the receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of, Redemption Price, if any, and interest on the Bonds according to their tenor and effect, and the performance and observance by the Agency of all the covenants and conditions in the Indenture and in the Bonds contained on its part to be performed, it is agreed by and between the Agency and the Trustee as follows: ARTICLE I AUTHORITY AND DEFINITIONS Section Supplemental Indenture. This Eight Supplemental Indenture is supplemental to the Original Indenture. Section Authority for the Eighth Supplemental Indenture. This Eighth Supplemental Indenture is entered into (a) pursuant to the Law and the Redevelopment Plan and (b) in accordance with Article VII of the Master Indenture. Section Definitions. (a) Except as otherwise defined by this Eighth Supplemental Indenture, all terms which are defined in the Original Indenture shall have the same meanings, respectively, in this Eighth Supplemental Indenture as such terms are given -2-

4 in said Original Indenture, except that the following definitions shall be amended and restated in their entirety as follows: 2004 Series A Credit Support Agreement means the Reimbursement Agreement, dated as of May 1, 2008, as amended and supplemented from time to time, by and between the Agency and the Alternate 2004 Series A Credit Providers, relating to the Alternate 2004 Series A Credit Support Instrument, which shall be deemed a Credit Support Agreement for purposes of this Indenture. (b) Additional Definitions. The following terms shall, with respect to the 2004 Series A Bonds and for all purposes hereof, have the meanings set forth below: Special Reserve Fund means the fund by that name established pursuant to Section 2.01 of the Eighth Supplemental Indenture Series A Bonds Special Reserve Account means the account by that name established within the Special Reserve Fund pursuant to Section 2.01 of the Eighth Supplemental Indenture. General Bond Reserve Account means the account by that name established within the Special Reserve Fund pursuant to Section 2.01 of the Eighth Supplemental Indenture. Section Interpretation. (a) Unless the context otherwise indicates, defined terms shall include all variants thereof, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. (c) Unless otherwise indicated, references herein to Articles and Sections shall be to the Articles and Sections of this Eighth Supplemental Indenture. The words herein, hereof, hereby, hereunder and other words of similar import refer to this Eighth Supplemental Indenture as a whole and not to any particular Article, Section or subdivision hereof. ARTICLE II ESTABLISHMENT OF SPECIAL RESERVE FUND AS ADDITIONAL SECURITY FOR THE BONDS Section Special Reserve Fund. -3-

5 (a) To provide additional security for the payment when due and payable, whether at maturity or upon redemption or upon acceleration, of the principal of, Redemption Price, if any, and interest on the Bonds, and to pay Credit Provider Reimbursement Obligations, as applicable, there is hereby established the following fund and accounts, to be held and maintained by the Trustee and applied as provided in the Indenture for so long as any of the Bonds are Outstanding: (i) the Los Medanos Community Development Project Subordinate Tax Allocation Bonds Special Reserve Fund (the Special Reserve Fund ), comprised of a 2004 Series A Bonds Special Reserve Account and a General Bond Reserve Account. (b) The Special Reserve Fund and all money on deposit therein or in the accounts established therein are and shall remain at all times expressly excepted and excluded from the pledge and lien of this Indenture established pursuant to Section 5.01 of the Master Indenture. The Special Reserve Fund constitutes an additional source of payment of certain obligations of the Agency as provided in this Eighth Supplemental Indenture, and money held therein or in the accounts established therein may be withdrawn pursuant to the provisions of this Article II and the Alternate 2004 Series A Bonds Credit Support Agreement, free from the pledge and lien of the Indenture. At no time shall any money held in the Special Reserve Fund or any accounts therein be considered Excess Revenues for purposes of the 2004 Series A Bonds Credit Support Agreement. (c) Notwithstanding the definition of Permitted Investments contained in Section 1.01 of the Master Indenture, the Agency shall direct the Trustee with respect to the investment of money deposited in the Special Reserve Fund. Section Deposits to the Special Reserve Fund. (a) The Agency shall transfer or cause to be transferred to the Trustee and the Trustee shall deposit in the 2004 Series A Bonds Special Reserve Account the amount of $16,448,029.62, from tax increment revenues held by the Agency free from the lien of this Indenture. Notwithstanding the definition of Permitted Investments contained in Section 1.01 of the Master Indenture, a portion of such deposit shall be satisfied by the transfer of title to that certain certificate of deposit account number, held by Mechanics Bank, Pittsburg, California, which account title the Trustee shall accept for the benefit of and as a deposit to the 2004 Series A Bonds Special Reserve Account. Upon the maturity if the certificate of deposit described in the immediately preceding sentence, the Trustee shall reinvest such money as directed by the Agency. (b) The Agency shall transfer or cause to be transferred to the Trustee and the Trustee shall deposit in the General Bond Reserve Account the amount of $16,833,192.38, from: -4-

6 (i) tax increment revenues held by the Agency free from the lien of this Indenture in the amount of $8,833,192.38; and (ii) proceeds of the 2006 Series B Bonds in the amount of $8,000,000 transferred from the 2006 Series B Bonds Project Account of the 2006 Series Bonds Project Fund to the General Bond Reserve Account. (c) Except for the deposits described in Section 2.02(a) and Section 2.02(b) hereof, the Agency is under no obligation to make any deposits to or replenish amounts withdrawn from the Special Reserve Fund or any accounts established therein. Section Account. Application of the 2004 A Bonds Special Reserve (a) So long as the Alternate 2004 Series A Bonds Credit Support Instrument is in effect, all moneys in the 2004 Series A Bonds Special Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of, Redemption Price, if any, and interest on the 2004 Series A Bonds, and to pay Credit Provider Reimbursement Obligations pursuant to the 2004 Series A Bonds Credit Support Agreement, including Net Payments with respect to the 2004 Series A Bonds, as the same shall become due and payable; provided that so long as sufficient money is available in the Interest Account, the Principal Account and the Sinking Fund Account, no money shall be withdrawn from the 2004 Series A Bonds Special Reserve Account; and provided further that, no money shall be withdrawn from the Debt Service Reserve Account for payment of amounts described in this paragraph unless insufficient funds therefore are available in the 2004 Series A Bonds Special Reserve Account. (b) If the Trustee withdraws money from the 2004 Series A Bonds Special Reserve Account pursuant to paragraph (a) of this Section 2.03, then the Trustee shall immediately transfer money from the General Bond Reserve Account to the 2004 Series A Bonds Special Reserve Account in an amount equal to the amount so withdrawn pursuant to paragraph (a) of this Section If money sufficient to make the transfer described in the immediately preceding sentence is not held in the General Bond Reserve Account, then any remaining funds therein shall be transferred pursuant to this paragraph (b). Failure to replenish the 2004 A Bonds Special Reserve Account hereunder due to the insufficiency of money in the General Reserve Account shall not constitute an Event of Default under the Indenture. (c) If at any time the 2004 Series A Bonds become Bank Bonds (as defined in the Alternate 2004 Series A Credit Support Agreement), then the Trustee shall (i) if the 2004 Series A Bonds Credit Support Instrument remains in effect, continue to withdraw money from the 2004 Series A Bonds Special Reserve Account pursuant to Section 2.03(a) hereof, or (ii) if 2004 Series A Bonds Credit Support Instrument is no longer in effect, immediately transfer all amounts on deposit in the 2004 Series A Bonds Special Reserve Account to the General Bond Reserve Account. -5-

7 (d) If at any time the 2004 Series A Bonds Credit Support Agreement shall no longer be in effect, the Trustee shall transfer all amounts on deposit in the 2004 Series A Bonds Special Reserve Account to the General Reserve Account. Section Application of the General Bond Reserve Account. (a) All moneys in the General Bond Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of, Redemption Price, if any, and interest on the Bonds (excluding the 2004 Series A Bonds), and to pay Parity Obligations, including Net Payments (except with respect to the 2004 Series A Bonds) and Credit Provider Reimbursement Obligations pursuant to any Credit Support Agreement (except the 2004 Series A Bonds Credit Support Agreement), as the same shall become due and payable; provided that so long as sufficient money is available in the Interest Account, the Principal Account and the Sinking Fund Account, no money shall be withdrawn from the General Bond Reserve Account; and provided further that, no money shall be withdrawn from the Debt Service Reserve Account for payment of amounts described in this paragraph unless insufficient funds therefore are available in the General Bond Reserve Account. (b) So long as the Alternate 2004 Series A Bonds Credit Support Instrument is in effect, if the Trustee withdraws money from the 2004 Series A Bonds Special Reserve Account pursuant to Section 2.03(a) hereof, the Trustee shall immediately transfer money from the General Bond Reserve Account to the 2004 A Bonds Special Reserve Account pursuant to Section 2.03(b) hereof. (c) [If at any time the 2004 Series A Bonds Credit Support Agreement shall no longer be in effect, the Agency may, by written direction to the Trustee, withdraw all remaining money from the General Bond Reserve Account free and clear of the lien of the Indenture.] ARTICLE III AMENDMENTS TO THE ORIGINAL INDENTURE Section Amendment of Section 2.02(a)(ii) of the Seventh Supplemental Indenture. Section 2.02(a)(ii) of the Seventh Supplemental Indenture is hereby restated in its entirety as follows: Immediately upon payment of principal of and interest on the 2004 Series A Bonds from draws on the Alternate 2004 Series A Credit Support Instrument pursuant to Section 2.02(a)(i), moneys which would otherwise be available to pay such principal and interest shall be withdrawn and used by the Trustee pursuant to Sections 5.04(a)(1), 5.04(a)(2) or 5.04(a)(3) of the Master Indenture, or Section 2.03(a) of the Eighth Supplemental Indenture, as applicable, to reimburse -6-

8 the Alternate 2004 Series A Credit Providers pursuant to the 2004 Series A Credit Support Agreement. Section Amendment of Section 5.04(a)(4)(i) of the Master Indenture. The last sentence of Section 5.04(a)(4)(i) of the Master Indenture is hereby restated in its entirety as follows: If on any date on which the principal or Redemption Price of, or interest on, Bonds or an Agency Swap Payment is due, the amount in the applicable account in the Special Fund or the Special Reserve Fund available for such payment is less than the amount of the principal and Redemption Price of and interest on the Bonds or Agency Swap Payment due on such date, the Trustee shall apply amounts from the Debt Service Reserve Account to the extent necessary to make good the deficiency. ARTICLE IV MISCELLANEOUS Section Indenture to Remain in Effect. Save and except as supplemented by this Eighth Supplemental Indenture, the Original Indenture shall remain in full force and effect. Section Counterparts. This Eighth Supplemental Indenture may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same instrument. -7-

9 IN WITNESS WHEREOF, the Redevelopment Agency of the City of Pittsburg has caused this EIGHTH SUPPLEMENTAL INDENTURE to be signed in its name and on its behalf by its Assistant Executive Director and attested by its Secretary and to evidence its acceptance of the trusts hereby created, the Trustee has caused these presents to be signed in its name and on its behalf by one of its authorized officers, all as of the 1st day of October, REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG By: Marc Grisham, Executive Director Attest: Alice E. Evenson, Agency Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Officer

INDENTURE OF TRUST. Dated as of May 1, between the REDEVELOPMENT AGENCY OF THE CITY OF LAKEPORT. and. UNION BANK OF CALIFORNIA, N.A.

INDENTURE OF TRUST. Dated as of May 1, between the REDEVELOPMENT AGENCY OF THE CITY OF LAKEPORT. and. UNION BANK OF CALIFORNIA, N.A. Jones Hall A Professional Law Corporation Execution Copy INDENTURE OF TRUST Dated as of May 1, 2008 between the REDEVELOPMENT AGENCY OF THE CITY OF LAKEPORT and UNION BANK OF CALIFORNIA, N.A., as Trustee