$10,200,000 Patterson Public Financing Authority (Stanislaus County, California) Water Revenue Bonds, Series 2010

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1 NEW ISSUE FULL BOOK ENTRY BANK QUALIFIED RATINGS: S&P: AAA (negative outlook) (AGM-insured) S&P: A (Underlying) (See RATINGS herein) In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however, to certain qualifications described in this Official Statement, under existing law, interest on the Bonds (i) is excludable from gross income of the owners thereof for federal income tax purposes, (ii) is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, and (iii) is not taken into account in computing adjusted current earnings, which is used as an adjustment in determining the federal alternative minimum tax for certain corporations. The Bonds are qualified tax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. In addition, in the opinion of Bond Counsel, interest on the Bonds is exempt from personal income taxation imposed by the State of California. See TAX MATTERS herein. Dated: Date of Delivery $10,200,000 Patterson Public Financing Authority (Stanislaus County, California) Water Revenue Bonds, Series 2010 Due: June 1, as shown below The $10,200,000 Patterson Public Financing Authority Water Revenue Bonds, Series 2010 (the Bonds ), will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). DTC will act as securities depository of the Bonds. Individual purchases of Bonds will be made in book-entry form only, in denominations of $5,000 or any integral multiple thereof. Purchasers of Bonds will not receive certificates representing their interest in the Bonds purchased but will receive a credit balance in the records of DTC. Principal of, premium, if any, and interest on the Bonds are payable directly to DTC by The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, as trustee (the Trustee ). Principal is payable on the dates set forth below. Interest is payable semiannually on each June 1 and December 1, commencing June 1, Upon receipt of payments of principal of, premium, if any, and interest on the Bonds, DTC is obligated in turn to remit such principal, premium, if any, and interest to the DTC Participants (as defined herein) for subsequent disbursement to purchasers of the Bonds, as described herein. The Bonds are subject to optional and mandatory redemption prior to maturity. See THE BONDS- Redemption herein. The Bonds are special obligations of the Patterson Public Financing Authority (the Authority ) payable from the revenues pledged under the Indenture of Trust, dated as of October 1, 2010, by and between the Authority and the Trustee, consisting primarily of installment payments (the Installment Payments ) to be made by the City of Patterson (the City ) under an installment sale agreement, dated as of October 1, 2010, by and between the Authority and the City (the Installment Sale Agreement ). The Installment Payments are secured by a pledge of and lien on the net revenues of the City s municipal water enterprise. The Bonds are being issued to (a) together with other moneys, finance the Project (as defined herein), (b) fund a reserve fund for the Bonds, and (c) pay the costs of issuance of the Bonds. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Bonds by ASSURED GUARANTY MUNICIPAL CORP. (formerly known as Financial Security Assurance Inc.). Neither the Bonds nor the obligation of the City to make Installment Payments constitutes an obligation of the City or the Authority for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The Authority has no taxing power. Neither the Bonds nor the obligation of the City to make Installment Payments under the Installment Sale Agreement constitutes a debt of the City, the County of Stanislaus, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction. MATURITY SCHEDULE CUSIP Prefix: $2,050,000 Serial Bonds Maturity Maturity Date Principal Interest CUSIP Date Principal Interest CUSIP (June 1) Amount Rate Price Suffix (June 1) Amount Rate Price Suffix 2011 $370, % 100% AA $210, % 100% AF , AB , AG , AC , AH , AD , AJ , AE7 $1,000, % Term Bonds Maturing June 1, 2023; Price: %, to Yield 4.20% CUSIP : AK3 $7,150, % Term Bonds Maturing June 1, 2040; Price: %c, to Yield 4.90% CUSIP : AL1 c Priced to the 6/1/20 par call date. This cover page contains information for general reference only. It is not a summary of this issue. Potential purchasers of the Bonds are advised to read the entire Official Statement to obtain information essential to making an informed investment decision. The Bonds will be offered when, as and if issued and received by the Underwriter subject to the approval of legality by Quint & Thimmig LLP, San Francisco, California, Bond Counsel. Certain disclosure matters will be passed upon for the Authority and the City by Quint & Thimmig LLP, San Francisco, California, Disclosure Counsel. Certain matters will be passed upon for the Authority and the City by Tom Hallinan, Esq., Modesto, California. It is expected that the Bonds, in book-entry form, will be available for delivery on or about October 26, Dated: October 14, 2010 Wulff, Hansen & Co. Established 1931 Investment Bankers Copyright 2010, American Bankers Association. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by the CUSIP Service Bureau, operated by Standard & Poor s, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the Authority and are included solely for the convenience of the registered owners of the Bonds. Neither the Authority nor the City is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds.

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3 No dealer, broker, salesperson or other person has been authorized by the Authority, the City or the Underwriter to give any information or to make any representations other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts. The information set forth herein has been furnished by the Authority and the City and from other sources which are believed to be reliable. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has 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 Underwriter does not guarantee the accuracy or completeness of such information. The information and expression of opinion herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the City or any other parties described herein since the date hereof. Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as plan, expect, estimate, budget or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors 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. No assurance is given that actual results will meet the City s forecasts in any way, regardless of the level of optimism communicated in the information. The City is not obligated to issue any updates or revisions to the forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur. See CONTINUING DISCLOSURE herein. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT SUCH LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANYTIME. Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.) ( AGM ) makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading MUNICIPAL BOND INSURANCE and APPENDIX H SPECIMEN MUNICIPAL INSURANCE POLICY.

4 TABLE OF CONTENTS Page INTRODUCTION... 1 General... 1 The Authority... 1 The City... 1 The Water System... 1 Authority for Issuance of the Bonds... 2 Purpose of the Bonds... 2 Security and Source of Repayment... 2 Municipal Bond Insurance... 2 Reserve Account... 2 Redemption of the Bonds... 3 Continuing Disclosure... 3 Book-Entry Form... 3 Additional Information... 3 ESTIMATED SOURCES AND USES OF PROCEEDS... 3 DEBT SERVICE REQUIREMENTS... 4 THE PROJECT... 5 THE BONDS... 5 General Provisions... 5 Book-Entry Only System... 5 Transfer and Exchange... 6 Terms of Redemption... 6 SECURITY FOR THE BONDS... 9 Revenues... 9 Installment Payments; Pledge of Net Revenues... 9 Special Obligation of the City; Obligations Absolute Rate Covenant Limitations on Future Obligations Secured by Net Revenues Additional Payments Rate Stabilization Fund Reserve Account Flow of Funds MUNICIPAL BOND INSURANCE The Municipal Bond Insurance Policy Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.) THE WATER SYSTEM Water Users Water Consumption and Sales Page Rate Setting Process Water Rates, Fees and Charges Billing and Collection of Water Service Charge Capital Improvement Program Summary Financial Statements Historical Revenues and Expenditures Projection of Revenues, Expenditures and Debt Service Coverage Investments THE AUTHORITY CONSTITUTIONAL LIMITATIONS ON TAXES AND WATER RATES AND CHARGES Article XIIIA Article XIIIB Articles XIIIC and XIIID BONDOWNERS RISKS General Water System Demand and Growth Water System Expenses Environmental Laws and Regulations Limitations on Remedies Available Rate Process Insurance Loss of Tax-Exemption Secondary Market Environmental Regulation Natural Disasters Limited Recourse on Default Bonds Are Limited Obligations Parity Obligations APPROVAL OF LEGAL PROCEEDINGS LITIGATION RATINGS CONTINUING DISCLOSURE OTHER INFORMATION TAX MATTERS UNDERWRITING MISCELLANEOUS APPENDIX A: GENERAL INFORMATION ABOUT THE CITY OF PATTERSON APPENDIX B: AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2009 APPENDIX C: CITY INVESTMENT POLICY APPENDIX D: SUMMARY OF PRINCIPAL LEGAL DOCUMENTS APPENDIX E: FORM OF FINAL OPINION OF BOND COUNSEL APPENDIX F: FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX G: BOOK-ENTRY ONLY SYSTEM APPENDIX H: SPECIMEN MUNICIPAL BOND INSURANCE POLICY

5 PATTERSON PUBLIC FINANCING AUTHORITY CITY OF PATTERSON, CALIFORNIA City of Patterson One Plaza Patterson, CA Authority Board Members/City Council Members Becky Campo, Mayor Annette Smith, Vice Mayor Sam Cuellar, Council Member Dominic Farinha, Council Member Dejeune Shelton, Council Member Authority/City Staff Bryan Whitemyer, City Manager Linda DeForest, City Treasurer Tom Hallinan, Esq., City Attorney Minnie Moreno, Assistant Finance Director Michael Willett, Public Works Director Maricela Vela, City Clerk Bond Counsel and Disclosure Counsel Quint & Thimmig LLP San Francisco, California Trustee The Bank of New York Mellon Trust Company, N.A. Los Angeles, California

6 0 mi 20 Copyright Microsoft Corp. and/or its suppliers. All rights reserved. Copyright 2003 by Geographic Data Technology, Inc. All rights reserved NAVTEQ. All rights reserved. This data includes information taken with permiss authorities Her Majesty the Queen in Right of Canada.

7 $10,200,000 PATTERSON PUBLIC FINANCING AUTHORITY Water Revenue Bonds, Series 2010 INTRODUCTION General The purpose of this Official Statement is to provide certain information concerning the issuance, sale and delivery by the Patterson Public Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California (the Authority ), of its Patterson Public Financing Authority Water Revenue Bonds, Series 2010 (the Bonds ), in the aggregate principal amount of $10,200,000. The Bonds are special obligations of the Authority payable from the revenues (the Revenues ) pledged under an indenture of trust, dated as of October 1, 2010 (the Indenture ), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee ), consisting primarily of installment payments (the Installment Payments ) to be made by the City of Patterson (the City ) under an installment sale agreement, dated as of October 1, 2010 (the Installment Sale Agreement ), by and between the Authority and the City, as the purchase price for certain improvements to the City s municipal water enterprise (the Water System ), consisting of improvements to the Water System. The Installment Payments are secured by a pledge of and lien on the net revenues of the Water System. Capitalized terms used, but not otherwise defined herein, shall have the meanings assigned thereto as set forth in APPENDIX D SUMMARY OF PRINCIPAL LEGAL DOCUMENTS Certain Definitions. The Authority The Authority was established on January 16, 2001, by the City and the Redevelopment Agency of the City of Patterson (the Agency ), to provide for the financing of public capital improvements by the City and the Agency. See THE AUTHORITY. The City The City is located in Stanislaus County on Highway 33, along the Interstate 5 corridor, 280 miles north of Los Angeles, 92 miles south of Sacramento, 89 miles southeast of San Francisco and 45 miles southeast of Livermore. The City was incorporated in The City has a present population of approximately 21,229 according to the California Department of Finance. The City encompasses a total of 5.8 square miles within its corporate limits. The City is a general law city and operates under the Council-Manager form of government. Four of the five City Council members are elected to four-year terms in alternate slates of two every two years. The Mayor, elected at large for a two year term, presides over meetings of the Council and has one vote. The City employs a City Manager, appointed by the full City Council. See APPENDIX A GENERAL INFORMATION ABOUT THE CITY OF PATTERSON. The Water System The Water System, currently providing water service to 5,922 connections, approximately 94% of which are residential customers, includes the total production, storage and transmission needs of its customers. See Purpose of the Bonds below and THE WATER SYSTEM.

8 Authority for Issuance of the Bonds The Bonds are being issued pursuant to the provisions of Article 4 (commencing with section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the Law ), the Indenture, a resolution of the governing body of the Authority adopted on September 7, 2010, and a resolution of the City Council of the City adopted on September 7, Purpose of the Bonds The net proceeds of the Bonds will be used to finance certain water system improvements (the Project ). See THE PROJECT for a more detailed description of the Project. The Bonds are being issued to (a) finance, together with other available moneys, the Project, (b) fund a reserve fund for the Bonds, and (c) to pay the costs of issuance of the Bonds. Security and Source of Repayment In accordance with the Installment Sale Agreement, the City is required to make Installment Payments to the Trustee for the account of the Authority. The Installment Payments are designed to be sufficient, in both time and amount, to pay, when due, the principal of, and interest on the Bonds. The City is also required to make additional payments in the amount of any taxes, assessments, insurance premiums, expenses of the Authority and the Trustee incidental to the sale and delivery of the Bonds, administrative costs or charges of the Authority in connection with the Project and costs and expenses which the Authority may incur as a consequence of a default by the City. See APPENDIX D SUMMARY OF PRINCIPAL LEGAL DOCUMENTS Installment Sale Agreement. The City s obligation to make the Installment Payments is a special obligation of the City payable solely from and secured by a pledge of and lien upon the Net Revenues of the Water System (as described in the section SECURITY FOR THE BONDS ). Under no circumstances is the City required to advance any moneys derived from any source of income other than the Net Revenues nor are any other funds or property of the City liable for the payments of the Installment Payments. See SECURITY FOR THE BONDS. Municipal Bond Insurance Payment of principal of and interest on the Bonds when due will be guaranteed under a municipal bond insurance policy (the Municipal Bond Insurance Policy ) to be issued by Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.) ( AGM ) simultaneously with the delivery of the Bonds. See MUNICIPAL BOND INSURANCE herein. Reserve Account A reserve account (the Reserve Account ) will be established and held under the Indenture in order to secure the payment of principal of and interest on the Bonds in an amount, as of the Closing Date, equal to the Reserve Requirement. If, on any Interest Payment Date for the Bonds, the amounts on deposit under the Indenture to pay the principal of or interest due on the Bonds are insufficient therefor, the Trustee will draw on the Reserve Account to replenish the Interest Account, the Principal Account or the Sinking Account, in that order, to make up such deficiencies. See SECURITY FOR THE BONDS Reserve Account and -2-

9 APPENDIX A SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE for additional information on the Reserve Account. Redemption of the Bonds The Bonds are subject to redemption prior to their stated maturity dates, as provided herein. See THE BONDS Redemption. Continuing Disclosure The City has covenanted, for the benefit of the owners and beneficial owners of the Bonds, to provide certain financial information and operating data relating to the Water System not later than 180 days following the end of each Fiscal Year (currently June 30), and to provide notices of the occurrence of certain enumerated events, if material. The City has not previously defaulted on any obligation to provide such an annual report or notice of such events. See CONTINUING DISCLOSURE and APPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATE. Book-Entry Form The Bonds will be delivered in fully registered form only and, when issued and delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). DTC will act as securities depository for the Bonds. Ownership interests in the Bonds may be purchased in denominations of $5,000 or any integral multiple thereof, in book-entry form only. Principal, premium, if any, and interest are payable directly to DTC by the Trustee. Upon receipt of payments of principal of, premium, if any, and interest on the Bonds, DTC is obligated to remit such principal, premium, if any, and interest to the participants in DTC for subsequent disbursement to the beneficial owners of the Bonds. See THE BONDS Book-Entry Only System below and APPENDIX G BOOK-ENTRY ONLY SYSTEM. Additional Information Additional information regarding the Bonds, the Project and the Water System may be obtained by contacting the City Manager, City of Patterson, 1 Plaza, Patterson, CA 95363, Telephone: Phone: (209) ESTIMATED SOURCES AND USES OF PROCEEDS SOURCES Par Amount of Bonds $10,200, Plus: Net Original Issue Premium 34, Total Sources $10,234, USES Deposit to Project Fund $9,130, Deposit to Reserve Account (1) 636, Costs of Issuance (2) 467, Total Uses $10,234, (1) Represents the Reserve Requirement for the Bonds. (2) Includes the Underwriter s discount, legal and financing costs, printing costs, fees of rating agencies, initial fees of the Trustee, the premium for the Municipal Bond Insurance Policy and other costs related to the issuance of the Bonds. -3-

10 DEBT SERVICE REQUIREMENTS The Indenture requires that the Revenues be deposited in the Bond Fund and applied to make payments of principal of and interest on the Bonds sufficient to meet the following annual amortization schedule: Year Ending June 1 Principal (1) Interest Total 2011 $ 370,000 $ 260, $ 630, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,000 86, , ,000 59, , ,000 30, , TOTALS $10,200,000 $8,796, $18,996, (1) Includes mandatory sinking fund installments. -4-

11 THE PROJECT The proceeds of the Bonds, together with other available moneys, will be used to finance the Project, which includes, but is not limited to, the following water projects: Non-Potable Phase - Keystone Well Site Improvements Well #13 Test Hole Non-Potable Phase 2 3 Well Test Holes Non-Potable Phase 2 (9,000 LF. Pipeline) Gateway Tank Improvements Groundwater Management Water Treatment Plant Conceptual Design Well #13 Construction Well #13 Site Improvements Non-Potable Phase 3 (Storage & Pumping Station) Building Around Well #5 Install T-Main (Well #5 to Well #7) Install T-Main (Well #7 to Orange Avenue) Water Quality Station (Orange Avenue) Non-Potable Phase 3 New Well Non-Potable Phase 4 System Piping Non-Potable Phase 5 System Piping Old Town Utility Replacement Project, Phase 2 General Provisions THE BONDS The Bonds will be dated their date of delivery, will bear interest from such date at the rates per annum set forth on the cover page hereof, payable semiannually on each June 1 and December 1, commencing June 1, 2011, and will mature on June 1, in each of the designated years in the principal amounts set forth on the cover page hereof. Interest on the Bonds will be payable from the Interest Payment Date next preceding the date of authentication thereof, unless (a) a Bond is authenticated after the fifteenth (15th) calendar day of the month preceding such Interest Payment Date and on or before the following Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (b) unless a Bond is authenticated on or before May 15, 2011, in which event it will bear interest from its date of delivery; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Book-Entry Only System The Bonds, when issued, will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York ( DTC, together with any successor securities depository, the Securities Depository ). DTC will act as Securities Depository for the Bonds so purchased. Individual purchases will be made in book-entry-only form. Purchasers will not receive a certificate representing their beneficial ownership interest in the Bonds. So long as Cede & Co. is the registered owner of the Bonds, as nominee of DTC, references herein to the Bondholders, holders or registered owners shall mean Cede & Co. as aforesaid, and shall not mean the Beneficial Owners of the Bonds. In this Official Statement, the term Beneficial Owner shall mean the person for whom a Participant (as defined herein) acquires an interest in the Bonds. See APPENDIX G BOOK-ENTRY ONLY SYSTEM. -5-

12 In the event the use of the book-entry-only system is discontinued, principal of the Bonds will be payable upon surrender thereof at the principal corporate trust office of the Trustee in Los Angeles, California. Interest payable on the Bonds will be paid by check mailed on the Interest Payment Date to the person in whose name each Bond is registered in the registration books maintained by the Trustee as of the applicable Record Date for such Interest Payment Date; provided that registered owners of $1,000,000 or more in aggregate principal amount of Bonds may request payment by wire transfer, such request to be submitted in writing to the Trustee on or before the applicable Record Date for such Interest Payment Date in accordance with the provisions set forth in the Indenture. Transfer and Exchange Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred on the Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Trustee. Transfer of any Bond shall not be permitted by the Trustee during the period established by the Trustee for selection of Bonds for redemption or if such Bond has been selected for redemption. Whenever any Bonds or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds for a like aggregate principal amount and of like maturity. The Trustee may require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. Exchange of Bonds. Any Bond may be exchanged at the principal corporate trust office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations and of like maturity. Exchange of any Bond shall not be permitted during the period established by the Trustee for selection of Bonds for redemption or if such Bond has been selected for redemption. The Trustee shall require the Bond Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. Terms of Redemption Sinking Account Redemption. Term Bonds Maturing on June 1, The Term Bonds maturing on June 1, 2023 (the 2023 Term Bonds ) are subject to mandatory redemption, in part by lot, from Sinking Account payments set forth in the following schedule on June 1, 2020, and on June 1 in each year thereafter to and including June 1, 2023, at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the 2023 Term Bonds have been optionally redeemed as described below, the total amount of Sinking Account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2023 Term Bonds so redeemed by reducing each such future Sinking Account payment as shall be determined by the City and, in lieu of such determination, on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Authority with the Trustee. -6-

13 Redemption Date Principal (June 1) Amount 2020 $235, , , ,000 Maturity. Term Bonds Maturing on June 1, The Term Bonds maturing on June 1, 2040 (the 2040 Term Bonds ) are subject to mandatory redemption, in part by lot, from Sinking Account payments set forth in the following schedule on June 1, 2024, and on June 1 in each year thereafter to and including June 1, 2040, at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the 2040 Term Bonds have been optionally redeemed as described below, the total amount of Sinking Account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2040 Term Bonds so redeemed by reducing each such future Sinking Account payment as shall be determined by the City and, in lieu of such determination, on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Authority with the Trustee. Maturity. Redemption Date Principal (June 1) Amount 2024 $275, , , , , , , , , , , , , , , , ,000 Optional Redemption. The Bonds maturing on or before June 1, 2020, shall not be subject to optional redemption prior to maturity. The Bonds maturing on or after June 1, 2021, shall be subject to redemption, at the option of the City on any date on or after June 1, 2020, as a whole or in part, by such maturities as shall be determined by the City, and by lot within a maturity, from prepayments of the Installment Payments made at the option of the City pursuant to the Installment Sale Agreement, from any available source of funds, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. Purchase of Bonds In Lieu of Redemption. In lieu of redemption of Bonds as provided above, amounts held by the Trustee for such redemption may also be used on any Interest Payment Date, upon receipt by the Trustee at least ninety (90) days prior to the next scheduled -7-

14 Interest Payment Date of the written request of an Authorized Representative of the City, for the purchase of Bonds at public or private sale as and when and at such prices (including brokerage, accrued interest and other charges) as the City may in its discretion direct, but not to exceed the redemption price which would be payable if such Bonds were redeemed; provided, however, that no Bonds shall be purchased in lieu of redemption with a trade settlement date less than seventy-five (75) days prior to the relevant redemption date. Such purchases may be affected through the investment department of the Trustee or of an affiliate of the Trustee. The aggregate principal amount of Bonds of the same maturity purchased in lieu of redemption shall not exceed the aggregate principal amount of Bonds of such maturity which would otherwise be subject to such redemption. Selection of Bonds for Redemption. The Trustee shall select the Bonds to be redeemed from all Bonds or such given portion thereof not previously called for redemption by lot within a maturity. For purposes of such selection, the Trustee shall treat each Bond as consisting of separate $5,000 portions and each such portion shall be subject to redemption as if such portion were a separate Bond. No Bonds selected for redemption may be transferred. Notice of Redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, not less than thirty (30) nor more than sixty (60) days before any redemption date, to the respective Owners of any Bonds designated for redemption at their addresses appearing on the Registration Books, and to the Securities Depositories and to the Information Services. Each notice of redemption shall state the date of the notice, the redemption date, the place or places of redemption, whether less than all of the Bonds (or all Bonds of a single maturity) are to be redeemed, the CUSIP numbers and Bond numbers of the Bonds to be redeemed, the maturity or maturities of the Bonds to be redeemed and in the case 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 the redemption date there will become due and payable on each of said Bonds the redemption price thereof, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered. Neither the failure to receive any notice nor any defect therein shall affect the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date. Notice of redemption of Bonds shall be given by the Trustee, at the expense of the Authority, for and on behalf of the Authority. Notice of any optional redemption of Bonds shall either (i) explicitly state that the proposed redemption is conditioned on there being on deposit in the applicable fund or account on the redemption date sufficient money to pay the full redemption price of the Bonds to be redeemed, or (ii) be sent only if sufficient money to pay the full redemption price of the Bonds to be redeemed is on deposit in the applicable fund or account. Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered. Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the redemption price of, together with interest accrued to the date fixed for redemption on, the Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Bonds (or portions thereof) so called for redemption shall become due and payable, interest on the Bonds so called for redemption shall cease to accrue, said Bonds (or portions thereof) shall cease to be entitled to any benefit or security under the Indenture, and the Owners of said Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. -8-

15 All Bonds redeemed pursuant to the provisions of the Indenture shall be canceled by the Trustee upon surrender thereof and destroyed. Revenues SECURITY FOR THE BONDS The Bonds are special obligations of the Authority payable from and secured by a pledge of the Revenues, consisting primarily of Installment Payments to be made by the City under the Installment Sale Agreement, and any other amounts (including proceeds of the sale of the Bonds) held in any fund or account established pursuant to the Indenture. The Installment Payments payable to the Trustee are calculated to be sufficient to pay, when due, the principal of and interest on the Bonds. Should such payments be made later than the date due, the City is required to pay interest on the delinquent payments, calculated at a rate of 10% per annum, from the due date to the payment date. Installment Payments; Pledge of Net Revenues The City agrees to pay to the Authority, its successors and assigns, but solely from the Net Revenues and other funds pledged under the Installment Sale Agreement, as the purchase price of the Project, the aggregate principal amount of the Bonds, together with interest on the unpaid principal balance, payable in Installment Payments coming due and payable in the respective amounts and on each Installment Payment Date specified in the Installment Sale Agreement. The Installment Payments will be paid by the City to the Trustee, as assignee of the Authority pursuant to the Indenture. Deposits Into Water Fund; Transfers to Make Installment Payments. All of the Gross Revenues will be deposited by the City immediately upon receipt in the Water Fund. Upon receipt of Gross Revenues, the City will segregate such amounts as shall be estimated to be required to pay all Operation and Maintenance Costs for the period beginning on such date and ending on the next anticipated date of receipt of Gross Revenues. Amounts remaining on deposit in the Water Fund are the Net Revenues. The City covenants and agrees in the Installment Sale Agreement that all Net Revenues will be held by the City in trust for the benefit of the Trustee (as assignee of the rights of the Authority under the Installment Sale Agreement) and the Bond Owners, and for the benefit of the owners of any Parity Obligations. Pledge of Net Revenues; Transfers. All of the Net Revenues are irrevocably pledged, charged and assigned to the punctual payment of the Installment Payments and all Parity Obligations and, except as otherwise provided in the Installment Sale Agreement, the Net Revenues cannot be used for any other purpose so long as any of the Installment Payments or payments with respect to any Parity Obligations remain unpaid. Such pledge, charge and assignment constitutes a first lien on the Net Revenues for the payment of the Installment Payments and all Parity Obligations. Fund: On or before the twenty-fifth day of each month, the City will withdraw from the Water (i) and transfer to the Trustee for deposit in the Bond Fund (and transfer on a parity to such similar funds or accounts established for the payment of Parity -9-

16 Obligations such amounts as are required for the payment thereof), an amount (other than amounts resulting from the prepayment of the Installment Payments and other than amounts required for payment of principal of or interest on any Bonds which have matured or been called for redemption but which have not been presented for payment), equal to one-sixth of the interest component of the Installment Payment coming due and payable on the next succeeding Interest Payment Date, and one-twelfth of the principal component of the Installment Payment coming due and payable on the next succeeding principal payment date, if any, provided that any amounts on deposit in the Bond Fund representing capitalized interest or on deposit in a similar fund created with respect to Parity Obligations, shall be credited against the City s obligation to make such deposits or transfers therein, (ii) and transfer to the Trustee for deposit in the Reserve Account (and transfer on a parity to such similar funds or accounts established as reserve funds with respect to Parity Obligations such amounts as are required for the replenishment thereof), the amount, if any, required to increase the amount on deposit in the Reserve Account to the Reserve Requirement, (iii) and pay all other amounts, including Additional Payments, when and as due and payable under this Installment Sale Agreement and under any agreements relating to Parity Obligations, and (iv) and pay all amounts, when and as due and payable with respect to any Subordinate Debt. Release from Lien. Following the transfers described above, excess Net Revenues will be released from the lien of the Installment Sale Agreement and will be available for any lawful purpose of the City. Special Obligation of the City; Obligations Absolute The City s obligation to pay the Installment Payments, the Additional Payments, any other amounts coming due and payable under the Installment Sale Agreement and payments with respect to Parity Obligations is a special obligation of the City limited solely to the Net Revenues. Under no circumstances will the City be required to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified in the Installment Sale Agreement for the payment of the Installment Payments, the Additional Payments or payments with respect to Parity Obligations, nor will any other funds or property of the City be liable for the payment of the Installment Payments, the Additional Payments or payments with respect to Parity Obligations and any other amounts coming due and payable under the Installment Sale Agreement. The obligations of the City to make the Installment Payments, the Additional Payments and payments with respect to Parity Obligations from the Net Revenues and to perform and observe the other agreements contained in the Installment Sale Agreement and under agreements with respect to Parity Obligations is absolute and unconditional and is not subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach of the City, the Authority or the Trustee of any obligation to the City or otherwise with respect to the Water System, whether under the Installment Sale Agreement or otherwise, or out of indebtedness or liability at any time owing to the City by the Authority or the Trustee. Until such time as all of the Installment Payments, all of the Additional Payments and all other amounts coming due and payable under the Installment Sale Agreement and payments with respect to any Parity Obligations shall have been fully paid or prepaid, the City (a) will not suspend or discontinue payment of any Installment Payments, Additional Payments, payments -10-

17 with respect to Parity Obligations or such other amounts, (b) will perform and observe all other agreements contained in the Installment Sale Agreement and under any agreements with respect to Parity Obligations, and (c) will not terminate the Term of the Installment Sale Agreement or such agreements with respect to Parity Obligations for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Water System, failure to complete the Acquisition and Construction of any Project by the estimated Completion Date thereof, sale of the Water System, the taking by eminent domain of title to or temporary use of any component of the Water System, commercial frustration of purpose, any change in the tax law or other laws of the United States of America or the State or any political subdivision of either thereof or any failure of the Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Indenture, the Installment Sale Agreement or agreements with respect to Parity Obligations. Nothing contained in the Installment Sale Agreement is to be construed to release the Authority or the Trustee from the performance of any of the agreements on its part contained therein or in the Indenture, and in the event the Authority or the Trustee fails to perform any such agreements, the City may institute such action against the Authority or the Trustee as the City may deem necessary to compel performance so long as such action does not abrogate the obligations of the City described in the preceding paragraph. The City may, however, at the City s own cost and expense and in the City s own name or in the name of the Authority prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect the City s rights under the Installment Sale Agreement and, in such event, the Authority agrees to cooperate fully with the City and to take such action necessary to effect the substitution of the City for the Authority in such action or proceeding if the City shall so request. Rate Covenant The City covenants that it will fix, prescribe and collect rates, fees and charges for the services and facilities of the Water System for each Fiscal Year, which after allowances for contingencies and error in the estimates, shall produce Current Gross Revenues at least sufficient to pay the following amounts during such Fiscal Year: (a) All current Operation and Maintenance Costs; (b) The Installment Payments and all payments required with respect to other Parity Obligations; (c) All payments required with respect to all Subordinate Debt; (d) All payments required for compliance with the terms of the Indenture and the Installment Sale Agreement, including amounts required to replenish the Reserve Account or to reimburse a draw on a Qualified Reserve Account Credit Instrument; and (e) All payments to meet any other obligations of the City which are charges, liens or encumbrances upon, or payable from, the Gross Revenues. In addition to the foregoing requirements, the City covenants that it will fix, prescribe and collect rates, fees and charges for the services and facilities of the Water System for each Fiscal Year so as to yield Net Revenues during such Fiscal Year equal to at least 1.3 times the Installment Payments and all payments required with respect to all Parity Obligations in such Fiscal Year. -11-

18 The City may make or permit to be made adjustments from time to time in such rates, fees and charges and may make or permit to be made such classification thereof as it deems necessary, but shall not reduce or permit to be reduced such rates, fees and charges below those then in effect unless the Gross Revenues from such reduced rates, fees and charges will at all times be sufficient to meet the requirements of the rate covenant set forth in the Installment Sale Agreement. Limitations on Future Obligations Secured by Net Revenues No Obligations Superior to Installment Payments. In order to protect the availability of the Net Revenues and the security for the Installment Payments and any Parity Obligations, the City agrees that the City will not, so long as the Installment Payments are not fully paid or any Parity Obligations are outstanding, issue or incur any obligations payable from Gross Revenues or Net Revenues superior to the Installment Payments or such Parity Obligations. Parity Obligations. The City further covenants that it will not issue or incur any Parity Obligations unless: (i) The City is not in default under the terms of the Installment Sale Agreement or any agreements relating to then existing Parity Obligations; (ii) (A) Net Revenues, calculated on sound accounting principles, as shown by the books of the City for the latest Fiscal Year or any twelve (12) month period out of the most recent eighteen months selected by the City ending not more than sixty (60) days prior to the adoption of the resolution pursuant to which such Parity Obligations are authorized to be issued or incurred, as shown by the books of the City, shall have amounted to at least 1.3 times the maximum amount of Installment Payments and debt service on all Parity Obligations outstanding immediately subsequent to the incurring of such additional obligations coming due and payable in any future Fiscal Year. Either or both of the following items may be added to such Net Revenues for the purpose of applying the restriction contained in this subsection (ii)(a): (1) An allowance for revenues to be derived from any additions to or improvements or extensions of the Water System which, during all or any part of such Fiscal Year or the twelve (12) month period out of the most recent eighteen months selected by the City ending not more than sixty (60) days prior to the adoption of the resolution pursuant to which such Parity Obligations are authorized to be issued or incurred, were not in service, in an amount equal to 100% of the estimated additional average annual Net Revenues to be derived from such additions, improvements and extensions, all as shown by the certificate or opinion of a qualified independent consultant employed by the City. (2) An allowance for any increase in the charges made for service from the Water System which has become effective prior to the incurring of such Parity Obligations but which, during all or any part of such Fiscal Year or the twelve (12) month period out of the most recent eighteen months selected by the City ending not more than sixty (60) days prior to the adoption of the resolution pursuant to which such Parity Obligations are authorized to be issued or incurred, was not in effect, in an amount equal to 100% of the amount by which the Net Revenues would have been increased if such increase in charges had been in effect during the whole of such Fiscal Year or the twelve (12) month -12-