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<br /> <br />FIRST SUPPLEMENTAL INDENTURE OF TRUST <br /> <br />This FIRST SUPPLEMENTAL INDENTURE OF TRUST (this “First Supplemental Indenture”), <br />dated for convenience as of December 1, 2018, is by and between the SAN LEANDRO PUBLIC <br />FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under and by <br />virtue of the laws of the State of California (the “Authority”), and U.S. BANK NATIONAL <br />ASSOCIATION, a national banking association organized and existing under and by virtue of the <br />laws of the United States of America, with a corporate trust office in San Francisco, California, <br />being qualified to accept and administer the trusts hereby created (the “Trustee”). <br /> <br />B A C K G R O U N D : <br /> <br />WHEREAS, this First Supplemental Indenture is supplemental to the Indenture of Trust, <br />dated as of December 1, 2016, between the Authority and the Trustee (the “Existing <br />Indenture”); <br /> <br />WHEREAS, pursuant to the Indenture, and the powers granted to the Authority under <br />the Bond Law, the Authority has heretofore issued its San Leandro Public Financing Authority <br />2016 Refunding Lease Revenue Bonds in the initial principal amount of $14,125,000 (the “2016 <br />Bonds”); <br /> <br />WHEREAS, Section 6.06 of the Existing Indenture provides that the Authority may issue <br />or incur additional bonds, notes or other indebtedness which are payable out of the Revenues <br />in whole or in part only in accordance with Section 7.5(b)(v) of the Lease; <br /> <br />WHEREAS, Section 9.01(b)(v) of the Existing Indenture permits amendments to the <br />Existing Indenture, without the consent of Bond Owners, to facilitate the issuance of additional <br />obligations of the City under the Lease Agreement as provided in Section 7.5(b)(v) thereof; <br /> <br />WHEREAS, pursuant to Section 7.5(b)(v) of the Lease, the Authority and the City are <br />amending the Lease to provide for the payment of increased Lease Payments to support the <br />issuance of additional bonds by the Authority and have complied with the terms of said Section <br />7.5(b)(v), and the Authority and the Trustee wish to supplement and amend the Existing <br />Indenture as provided in this First Supplemental Indenture in connection therewith; <br /> <br />WHEREAS, in accordance with the foregoing, the Authority wishes to issue, pursuant to <br />the Bond Law and this First Supplemental Indenture, its 2018 Lease Revenue Bonds in the <br />aggregate principal amount of $__________ (the “2018 Bonds”); and <br /> <br />NOW, THEREFORE, the parties hereto agree that the Existing Indenture shall be <br />supplemented and amended by adding the following sections thereto: <br /> <br />ARTICLE XII <br /> <br />DEFINITIONS <br /> <br />SECTION 12.01. Definitions. Unless the context otherwise requires, the capitalized terms <br />set forth in this Section shall, for all purposes of this Indenture and of any certificate, opinion or <br />other document herein mentioned, have the meanings herein specified, to be equally applicable <br />to both the singular and plural forms of the terms defined herein. Capitalized terms not defined