MARICOPS COPS 2018 - SECOND SUPPLEMENT TO TRUST AGREEMENT.PDF

Agenda: C-18-18-008-4-00
Squire Draft
12/04/17
When recorded return to:
Timothy E. Pickrell, Esq.
Squire Patton Boggs (US) LLP
1 E. Washington Street, 27th Floor
Phoenix, Arizona 85004 Exemption Claimed:
(602) 528-4000 A.R.S. Section 42-1614.B.1.
SECOND SUPPLEMENT TO TRUST AGREEMENT
by and between
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
and
MARICOPA COUNTY, ARIZONA
as Lessee
Dated as of February 1, 2018
relating to
$______________
Maricopa County, Arizona
Certificates of Participation
Series 2018A
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS .......................................................................................................... 2
Section 1.1 Definitions.................................................................................................. 2
Section 1.2 Authorization ............................................................................................. 2
Section 1.3 Interpretation. ............................................................................................. 3
ARTICLE II THE 2018A CERTIFICATES .................................................................................. 3
Section 2.1 Authorization. ............................................................................................ 3
Section 2.2 General Terms of 2018A Certificates ........................................................ 3
Section 2.3 Maturity; Interest Rates. ............................................................................. 5
Section 2.4 Form of the 2018A Certificates ................................................................. 5
Section 2.5 Execution ................................................................................................... 5
Section 2.6 Application of Proceeds and Other Moneys .............................................. 5
Section 2.7 Registration, Transfer and Exchange of 2018A Certificates. .................... 6
Section 2.8 Mutilated, Lost, Destroyed and Stolen Certificates ................................... 6
Section 2.9 Execution of Documents and Proof of Ownership .................................... 7
Section 2.10 Certificate Register .................................................................................... 7
Section 2.11 Book-Entry-Only System........................................................................... 7
ARTICLE III DELIVERY COSTS FUND ................................................................................... 9
Section 3.1 2018A Project Fund ................................................................................... 9
Section 3.2 Delivery Costs Fund .................................................................................. 9
ARTICLE IV REDEMPTION OF 2018A CERTIFICATES ...................................................... 10
Section 4.1 Right to Redeem ...................................................................................... 10
Section 4.2 Redemption. ............................................................................................. 10
Section 4.3 Selection of Certificates to be Redeemed ................................................ 10
Section 4.4 Partial Redemption of Certificates ........................................................... 10
Section 4.5 Effect of Call for Redemption .................................................................. 10
Section 4.6 Notice of Redemption. ............................................................................. 11
ARTICLE V MISCELLANEOUS .............................................................................................. 12
Section 5.1 Binding Effect; Successors ...................................................................... 12
Section 5.2 Execution in Counterparts ........................................................................ 12
Section 5.3 Headings .................................................................................................. 12
Section 5.4 Waiver of Notice ...................................................................................... 12
Section 5.5 Severability of Invalid Provisions ............................................................ 12
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TABLE OF CONTENTS
(continued)
Page
Section 5.6 Cancellation of Contracts ......................................................................... 13
Section 5.7 Certain Warranties and Certifications from the Lessor ........................... 13
Section 5.8 Release of Leased Property ...................................................................... 13
EXHIBIT A Form of 2018A Certificates
EXHIBIT B Description of Leased Property
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SECOND SUPPLEMENT TO TRUST AGREEMENT
THIS SECOND SUPPLEMENT TO TRUST AGREEMENT (this “Second
Supplement”), dated as of February 1, 2018, by and between U.S. BANK NATIONAL
ASSOCIATION, as trustee (the “Trustee” or “Lessor”), and MARICOPA COUNTY, ARIZONA
(the “Lessee” or the “County”);
RECITALS
WHEREAS, the Trustee and the County previously entered into a Trust Agreement dated
as of June 1, 2015 (the “Original Trust Agreement”), which was subsequently supplemented by a
First Supplement to Trust Agreement, dated as of August 1, 2016 (the “First Supplement”) and
this Second Supplement (collectively, the “Trust Agreement”); and
WHEREAS, the County, as lessee, previously entered into a Lease-Purchase Agreement
dated as of June 1, 2015 (the “Original Lease-Purchase Agreement”) with U.S. Bank National
Association, as lessor, as amended by a First Amendment to Lease-Purchase Agreement, dated
as of August 1, 2016 (the “First Amendment”) and by a Second Amendment to Lease-Purchase
Agreement, dated as of February 1, 2018 (the “Second Amendment” and, together with the
Original Lease-Purchase Agreement and the First Amendment, the “Lease” or the “Lease-
Purchase Agreement”), pursuant to which the Lessor leases to the County certain Leased
Property (as defined in the Trust Agreement) described in Exhibit B attached hereto; and
WHEREAS, pursuant to that Original Trust Agreement, as supplemented by the First
Supplement, the Trustee executed and delivered $185,580,000 principal amount of Certificates
of Participation, Series 2015 (the “2015 Certificates”) and $44,460,000 principal amount of
Certificates of Participation, Series 2016 (the “2016 Certificates”), representing proportionate
interests in the lease payments to be made by the County pursuant to the Original Lease-
Purchase Agreement; and
WHEREAS, there are currently outstanding $94,955,000 aggregate principal amount of
2015 Certificates and $38,280,000 aggregate principal amount of the 2016 Certificates; and
WHEREAS, the Original Trust Agreement, as supplemented, permits the execution and
delivery of “Additional Certificates,” on a parity with the 2015 Certificates and the 2016
Certificates, and permits the supplementation and amendment of the Original Trust Agreement,
as supplemented, and the Lease-Purchase Agreement, to facilitate such an execution and delivery
of Additional Certificates; and
WHEREAS, in consideration of the County’s agreement to amend and restructure the
term of its obligations under the Original Lease-Purchase Agreement, as previously amended by
the First Amendment and the Second Amendment, the Trustee is willing to execute and deliver
Additional Certificates in a principal amount of $_________ to be denominated “Certificates of
Participation, Series 2018A” (the “2018A Certificates”) with a portion of the net proceeds of the
2018A Certificates to be paid over to the County in order to pay or reimburse costs of the
acquisition, construction, improvement and equipping of various County facilities and for other
capital purposes (the “Projects”), with the remainder of the net proceeds of the 2018A
Certificates to pay costs of executing and delivering the 2018A Certificates; and
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WHEREAS, the County deems it prudent and advisable to authorize the execution and
delivery of the 2018A Certificates in a principal amount of $___________; and
WHEREAS, in connection with the execution and delivery of the 2018A Certificates, it
will be necessary for the Trustee and the County to enter into this Second Supplement; and
WHEREAS, upon execution and delivery of the 2018A Certificates, all the conditions for
execution and delivery of Additional Certificates under the Trust Agreement will have been met;
and
WHEREAS, the County and the Trustee have, simultaneously with the execution of this
Second Supplement, entered into the Second Amendment,
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Unless the context otherwise requires, capitalized terms used
herein shall, for all purposes of this Second Supplement have the meaning specified below or in
the recitals hereto or the meaning given in Section 1.1 of the Original Trust Agreement:
“2018A Certificates” shall mean the $__________ aggregate principal amount of
Certificates of Participation, Series 2018A, to be executed and delivered pursuant to the Original
Trust Agreement, as supplemented by this Second Supplement.
“2018A Delivery Costs Fund” shall mean the fund by that name established and held by
the Trustee pursuant to Section 3.2 hereof, which fund shall be a subfund of the Delivery Costs
Fund.
“2018A Interest Payment Date” shall mean the dates specified in Section 2.3 hereof
instead of as provided in Section 2.3 of the Original Trust Agreement, but for all other purposes
shall have the meaning provided in the Original Trust Agreement.
“2018A Project Fund” shall mean the fund by that name established and held by the
Trustee pursuant to Section 3.1 hereof, which fund shall be a subaccount of the Acquisition
Fund.
“Certificates” shall mean the 2015 Certificates, the 2016 Certificates, the 2018A
Certificates and any Additional Certificates executed and delivered pursuant to the Trust
Agreement.
“Original Purchaser” shall mean ________________, as original purchaser of the 2018A
Certificates.
Section 1.2 Authorization. Each of the parties hereby represents and warrants that it
has full legal authority and is duly empowered to enter into this Second Supplement and has
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taken all actions necessary to authorize the execution of this Second Supplement by the officers
and persons signing it.
Section 1.3 Interpretation.
(a) Any reference herein to the Lessor, Trustee or Lessee or any officer thereof shall
include those succeeding to their functions, duties or responsibilities pursuant to or by operation
of law or who are lawfully performing their functions.
(b) Unless the context otherwise indicates, words importing 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.
(c) Any terms not defined herein or in the Original Trust Agreement, but defined in
the Lease-Purchase Agreement shall have the same meaning herein.
(d) 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.
(e) Words importing the redemption of a Certificate or the calling of a Certificate for
redemption do not mean or include the payment of a Certificate at its stated maturity or the
purchase of a Certificate.
ARTICLE II
THE 2018A CERTIFICATES
Section 2.1 Authorization.
(a) The Trustee is hereby authorized and directed to prepare, execute and deliver, to
the Original Purchaser, 2018A Certificates in an aggregate principal amount of
$_____________, evidencing proportionate ownership interests in the Lease Payments and the
Prepayments.
(b) Except as provided in Section 2.11 of the Original Trust Agreement, the Trustee
shall not at any time while the Certificates are Outstanding execute and deliver additional
certificates payable from the Lease Payments and secured by a lien and charge upon the Leased
Property on a parity with or prior to the lien and charge securing the Outstanding Certificates
hereunder.
Section 2.2 General Terms of 2018A Certificates. The 2018A Certificates shall be
executed and delivered only in fully registered form, without coupons, and shall be numbered
from one upwards, in the order of their execution, with any other designation as the Trustee
deems appropriate. The 2018A Certificates shall be subject to redemption prior to their specified
principal payment dates as provided in Article IV hereof.
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Each 2018A Certificate shall bear the dated date of the date of the initial delivery thereof,
and shall also bear the date of its execution and interest with respect thereto shall be payable
from the 2018A Interest Payment Date next preceding the date of execution thereof, unless (i) it
is executed prior to ___________, in which event interest with respect thereto shall be payable
from the date of delivery of the 2018A Certificates, (ii) it is executed as of a 2018A Interest
Payment Date, in which event interest with respect thereto shall be payable from such date of
execution, or (iii) it is executed after a Regular Record Date and before the following 2018A
Interest Payment Date, in which event interest with respect thereto shall be payable from such
2018A Interest Payment Date; provided, however, that if, as of the date of execution of any
2018A Certificate, interest is in default with respect to any Outstanding 2018A Certificates,
interest with respect to such 2018A Certificate shall be payable from the 2018A Interest Payment
Date to which interest has previously been paid or made available for payment with respect to
the Outstanding 2018A Certificates, or, if prior to ___________, interest shall be payable from
the dated date thereof, unless it is executed after a Special Record Date and before the following
Special 2018A Interest Payment Date, in which event interest with respect thereto shall be
payable from the scheduled 2018A Interest Payment Date next preceding such date of execution.
Payment of interest on any 2018A Certificate on any 2018A Interest Payment Date or any
Special 2018A Interest Payment Date shall be made to the person appearing on the Register as
the Owner thereof as of the Regular Record Date immediately preceding such 2018A Interest
Payment Date or, if applicable, the Special Record Date immediately preceding such Special
2018A Interest Payment Date. Such interest shall be paid by (i) check or draft mailed to such
Owner at his address as it appears on the Register or at such other address as he may have filed
with the Trustee for that purpose, or (ii) to any Owner of $1,000,000 or more in aggregate
principal amount of 2018A Certificates, as of the close of business of the Trustee on the Regular
Record Date for a particular 2018A Interest Payment Date or, if applicable, the Special Record
Date for a Special 2018A Interest Payment Date, by wire transfer in immediately available funds
sent on the 2018A Interest Payment Date or Special 2018A Interest Payment Date, as the case
may be, to any bank or trust company in the continental United States, in accordance with
written notice from such Owner containing the wire transfer address, which written notice is
received not later than five (5) days before the Regular Record Date with respect to such 2018A
Interest Payment Date or, if applicable, the Special Record Date for any Special 2018A Interest
Payment Date, it being understood that such notice may refer to multiple interest payments.
In the event there are insufficient funds available on any 2018A Interest Payment Date to
pay the interest then due on the 2018A Certificates, the Regular Record Date shall no longer be
applicable with respect to the 2018A Certificates. If sufficient funds for the payment of such
interest thereafter become available, the Trustee shall immediately establish a Special 2018A
Interest Payment Date for the payment of the overdue interest and a Special Record Date for
determining the Owners entitled to such payments. Notice of the establishment of any such
Special 2018A Interest Payment Date and Special Record Date shall be mailed by the Trustee to
each Owner not less than ten (10) days prior to the Special Record Date nor more than thirty (30)
days prior to the Special 2018A Interest Payment Date. Such overdue interest shall be paid on
the Special 2018A Interest Payment Date to the Owners of the 2018A Certificates as of the
Special Record Date.
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Section 2.3 Maturity; Interest Rates.
(a) The 2018A Certificates shall be in the denomination of $5,000 or any integral
multiple thereof (except that no 2018A Certificate may have principal maturing in more than one
year) and shall mature on the dates and in the principal amounts, and interest with respect thereto
shall be computed at the rates, as shown below:
Maturity Date
(July 1) Amount Interest Rate
$ %
(b) Interest with respect to the 2018A Certificates shall be payable on __________
and thereafter semiannually on January 1 and July 1 of each year to and including the date of
maturity or redemption, whichever is earlier. Said interest shall represent the portion of Lease
Payments designated as interest and coming due during the six (6) month period preceding each
2018A Interest Payment Date with respect to the 2018A Certificates or in the case of the first
Lease Payment, the period since the dated date of the 2018A Certificates. The proportionate
share of the portion of Lease Payments designated as interest with respect to any 2018A
Certificate shall be computed by multiplying the portion of Lease Payments designated as
principal with respect to such 2018A Certificate by the rate of interest applicable to such 2018A
Certificate (on the basis of a 360-day year of twelve 30-day months).
Section 2.4 Form of the 2018A Certificates. The 2018A Certificates shall be in fully
registered form without coupons. The fully registered form of the 2018A Certificates and the
assignment to appear thereon shall be substantially in the forms set forth in Exhibit A attached
hereto and by this reference incorporated herein, with such necessary or appropriate variations,
omissions and insertions.
Section 2.5 Execution. The 2018A Certificates shall be executed by and in the name
of the Trustee by the manual signature of an authorized representative of the Trustee. If any
officer whose signature appears on any 2018A Certificate ceases to be such officer before the
date of delivery thereof, such signature shall nevertheless be as effective as if the officer had
remained in office until such date of delivery. Any 2018A Certificate may be executed on behalf
of the Trustee by such person as at the actual date of the execution of such 2018A Certificate
shall be the proper officer of the Trustee although at the nominal date of such 2018A Certificate
such person shall not have been such officer of the Trustee.
Section 2.6 Application of Proceeds and Other Moneys. The proceeds received by
the Trustee from the sale of the 2018A Certificates following respective funds and amounts and
in the following order of priority:
(a) the Trustee shall deposit into the 2018A Delivery Costs Fund, and amount equal
to $__________; and
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(b) the Trustee shall deposit into the 2018A Project Fund, and amount equal to
$_____________.
Section 2.7 Registration, Transfer and Exchange of 2018A Certificates.
(a) All 2018A Certificates issued hereunder shall be negotiable, subject to the
provisions for registration and transfer thereof contained herein or in the 2018A Certificates.
(b) So long as any 2018A Certificates are Outstanding, the Trustee shall maintain at
its designated office books for the registration and transfer of 2018A Certificates, and shall
provide for the registration and transfer of any 2018A Certificate under such reasonable
regulations as the Trustee may prescribe. The Trustee shall act as registrar for purposes of
exchanging and registering 2018A Certificates in accordance with the provisions hereof.
(c) Each 2018A Certificate shall be transferable only upon the Register by the Owner
thereof in person or by his attorney duly authorized in writing, upon surrender thereof together
with a written instrument of transfer satisfactory to the Trustee duly executed by the Owner
thereof or his duly authorized attorney. Upon surrender for transfer of any 2018A Certificate,
the Trustee shall execute and deliver, in the name of the transferee, one or more new 2018A
Certificates, of the same aggregate principal amount and maturity as the surrendered 2018A
Certificate.
(d) Any 2018A Certificate, upon surrender thereof to the Trustee together with
written instructions satisfactory to the Trustee, duly executed by the Owner thereof or his
attorney duly authorized in writing, may, at the option of the Owner thereof, be exchanged for an
equal aggregate principal amount of 2018A Certificates with the same maturity of any other
authorized denominations.
(e) All 2018A Certificates surrendered in any exchange or transfer of 2018A
Certificates shall forthwith be cancelled by the Trustee.
(f) In connection with any such exchange or transfer of 2018A Certificates, the
Owner requesting such exchange or transfer shall as a condition precedent to the exercise of the
privilege of making such exchange or transfer, remit to the Trustee an amount sufficient to pay
any tax or other governmental charge required to be paid with respect to such exchange or
transfer.
(g) The Trustee may but shall not be obligated to exchange or register the transfer of
any 2018A Certificate (i) which has been called or selected for call for redemption in whole or in
part, or (ii) during a period of fifteen (15) days preceding the giving of a notice of redemption. If
the transfer of any 2018A Certificate which has been called or selected for call for redemption in
whole or in part is registered, any notice of redemption which has been given to the transferor
shall be binding upon the transferee and a copy of the notice of redemption shall be delivered by
the Trustee to the transferee along with the 2018A Certificate or 2018A Certificates.
Section 2.8 Mutilated, Lost, Destroyed and Stolen Certificates. If (i) any mutilated
2018A Certificate is surrendered to the Trustee, or the Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any 2018A Certificate, and (ii) there is delivered to
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the Trustee such security or indemnity as may be required by the Trustee to hold it harmless,
then, in the absence of written notice to the Trustee that such 2018A Certificate has been
acquired by a bona fide purchaser and upon the Owner paying the reasonable expenses of the
Trustee, the Trustee shall cause to be executed and shall deliver, in exchange for such mutilated
2018A Certificate or in lieu of such destroyed, lost or stolen 2018A Certificate, a new 2018A
Certificate of like principal amount, date and tenor. If the principal of any such mutilated,
destroyed, lost or stolen 2018A Certificate has become, or will on or before the next 2018A
Interest Payment Date become, due and payable, the Trustee may, in its discretion, pay such
2018A Certificate when due instead of delivering a new 2018A Certificate.
Section 2.9 Execution of Documents and Proof of Ownership. Any request,
direction, consent, revocation of consent, or other instrument in writing required or permitted by
the Trust Agreement to be signed or executed by 2018A Certificate Owners may be in any
number of concurrent instruments of similar tenor, and may be signed or executed by such
Owners in person or by their attorneys or agents appointed by an instrument in writing for that
purpose, or by any bank, trust company or other depository for such 2018A Certificates. Proof
of the execution of any such instrument, or of any instrument appointing any such attorney or
agent, and of the ownership of 2018A Certificates shall be sufficient for any purpose of the Trust
Agreement (except as otherwise herein provided), if made in the following manner:
(a) The fact and date of the execution by any Owner or his attorney or agent of any
such instrument and of any instrument appointing any such attorney or agent, may be proved by
a certificate of an officer of any bank or trust company located within the United States of
America, which need not be acknowledged or verified. Where any such instrument is executed
by an officer of a corporation or association or a member of a partnership on behalf of such
corporation, association or partnership, such certificate shall also constitute sufficient proof of
his authority.
(b) The fact of the ownership of 2018A Certificates by any person and the amount,
the maturity and the numbers of such 2018A Certificates and the date of his holding the same
shall be proved by the Register maintained pursuant to Section 2.10 hereof.
Nothing contained in this Article II shall be construed as limiting the Trustee to such
proof, it being intended that the Trustee may accept any other evidence of the matters herein
stated which the Trustee may deem sufficient. Any request or consent of the Owner of any
2018A Certificate shall bind every future Owner of the same 2018A Certificate in respect of
anything done or suffered to be done by the Trustee in pursuance of such request or consent.
Section 2.10 Certificate Register. The Trustee will keep or cause to be kept, at its
designated office, sufficient books for the registration and transfer of the 2018A Certificates
which shall at all times be open to inspection by the Lessee and the Lessor during normal
business hours with reasonable prior notice; and, upon presentation for such purpose, the Trustee
shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be
registered or transferred, on said books, 2018A Certificates as hereinbefore provided.
Section 2.11 Book-Entry-Only System. The 2018A Certificates shall be initially
issued in the form of a single fully registered certificate for each scheduled principal payment
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date for each 2018A Certificate. Upon initial execution and delivery, the ownership of such
2018A Certificates shall be registered in the Register in the name of Cede & Co., as nominee of
DTC, and, except as hereinafter otherwise provided, all of the Outstanding 2018A Certificates
shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to the 2018A Trustee shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
2018A Certificates (a “Beneficial Owner”), nor any responsibility or obligation to any DTC
Participant, any Beneficial Owner or any other person claiming a beneficial ownership interest in
the 2018A Certificates under or through DTC or any DTC Participant, or any other person with
respect to (i) the accuracy of any records maintained by DTC or any DTC Participant, (ii) the
payment by DTC or any DTC Participant of any amount in respect of the 2018A Certificates,
(iii) the giving of any notice that is permitted or required to be given to Owners under the Trust
Agreement, or (iv) any consent given or other action taken by DTC as an Owner.
Notwithstanding any other provision of the Trust Agreement to the contrary, the Trustee
shall be entitled to treat and consider the person in whose name each 2018A Certificate is
registered in the Register as an absolute Owner of such 2018A Certificate for the purpose of
payment, for the purpose of giving notices of prepayment with respect to any 2018A Certificate,
for the purpose of registering transfers with respect to such 2018A Certificate, and for all other
purposes whatsoever. The Trustee shall pay all principal, premium, if any, and interest
evidenced by any 2018A Certificate only to or upon the order of the respective 2018A Certificate
Owners, as shown in the Register, as provided in this Second Supplement, or their respective
attorneys duly authorized in writing, and all such payments shall be valid and effective to fully
satisfy and discharge the obligations with respect to payment of principal, premium, if any, and
interest evidenced by the 2018A Certificates to the extent of the sum or sums so paid. No person
other than a 2018A Certificate Owner, as shown in the Register, shall receive a 2018A
Certificate evidencing the obligation to make payments of principal, premium, if any, and
interest pursuant to this Second Supplement.
Notwithstanding any other provision of the Trust Agreement or the 2018A Certificates,
so long as the 2018A Certificates are held in book-entry form and registered in the name of Cede
& Co., as nominee of DTC, or registered in the name of any successor securities depository, or
its nominee, the following provisions shall apply:
(a) Presentation. Presentation of 2018A Certificates to the Paying Agent at their
scheduled payment dates or upon prepayment prior thereto shall be deemed made to the Paying
Agent when the right to exercise ownership rights in the 2018A Certificates through DTC or a
DTC Participant is transferred by DTC on its books.
(b) Fractionalized Representation. DTC may present notices, approvals, waivers,
votes or other communications required or permitted to be made by Owners under this Second
Supplement on a fractionalized basis on behalf of some or all of those persons entitled to
exercise ownership rights in the 2018A Certificates through DTC or DTC Participants.
The 2018A Certificate Owners have no right to a depository for the 2018A Certificates.
The Lessee or the Trustee may remove DTC or any successor thereto for any reason at any time.
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In such event, the Trustee shall (i) appoint a successor securities depository qualified to act as
such under Section 17(i) of the Securities Exchange Act of 1934, as amended, notify DTC of the
appointment of such successor securities depository and transfer one or more separate 2018A
Certificates to such successor securities depository, or (ii) notify DTC of the availability through
DTC of 2018A Certificates and transfer one or more separate 2018A Certificates to DTC
Participants having 2018A Certificates credited to their DTC accounts as directed by DTC. In
such event, the 2018A Certificates shall no longer be restricted to being registered in the Register
in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the
successor securities depository, or its nominee, or in whatever name or names the DTC
Participants receiving 2018A Certificates shall designate, in accordance with the provisions of
the Trust Agreement.
The Trustee and the Lessee may execute the letter of representation in connection with
the execution and delivery of the 2018A Certificates. The letter of representation is for the
purpose of effectuating the book-entry-only system only and shall not be deemed to amend,
supersede or supplement the terms of this Second Supplement that are intended to be complete
without reference to the letter of representation. In the event of any conflict between the terms of
the letter of representation and the terms of this Second Supplement, the terms of the Trust
Agreement shall control. DTC may exercise the rights of a 2018A Certificate Owner hereunder
only in accordance with the terms hereof applicable to the exercise of such rights.
ARTICLE III
DELIVERY COSTS FUND
Section 3.1 2018A Project Fund. The Trustee shall establish a special fund
designated as the “2018A Project Fund” as a subfund within the Acquisition Fund. There shall
be deposited in the 2018A Project Fund the proceeds of the sale of the 2018A Certificates
required to be deposited therein pursuant to Section 2.6(b) hereof. The Trustee shall
immediately release and disburse the amounts in the 2018A Project Fund to the County as
consideration for the County executing and delivering the Second Amendment.
Section 3.2 Delivery Costs Fund. The Trustee shall establish a special fund
designated as the “2018A Delivery Costs Fund.” The Trustee shall keep such fund separate and
apart from all other funds and moneys held by it and shall administer such fund as provided
herein and in the Lease-Purchase Agreement. There shall be deposited in the 2018A Delivery
Costs Fund the proceeds of sale of the 2018A Certificates required to be deposited therein
pursuant to Section 2.6(a) hereof.
The Trustee shall disburse moneys in the 2018A Delivery Costs Fund only upon a
requisition signed by the Lessee Representative setting forth the amounts to be disbursed for
payment or reimbursement of Delivery Costs and the person or persons to whom said amounts
are to be disbursed, stating that the amounts to be disbursed are for Delivery Costs properly
chargeable to the 2018A Delivery Costs Fund. Amounts remaining in the 2018A Delivery Costs
Fund after __________, 2018, shall be transferred to the Lease Payment Fund.
The Trustee shall be responsible for the safekeeping and investment, upon the written
direction of the Lessee Representative, of the moneys held in the 2018A Delivery Costs Fund in
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Permitted Investments and the payment thereof in accordance with this Section.
Notwithstanding the foregoing, the Trustee shall be entitled to rely conclusively on the
requisitions and written orders supplied to it by the Lessee Representative in connection with
disbursements made pursuant to this Section.
ARTICLE IV
REDEMPTION OF 2018A CERTIFICATES
Section 4.1 Right to Redeem. The 2018A Certificates shall be subject to redemption
prior to maturity at such times, to the extent and in the manner provided herein.
Section 4.2 Redemption.
(a) Optional Redemption. The 2018A Certificates are not subject to optional
redemption prior to maturity.
(b) Redemption from Net Proceeds of Insurance or Condemnation. The 2018A
Certificates are subject to extraordinary redemption on any 2018A Interest Payment Date in
whole or in part, from the Net Proceeds of insurance or condemnation, which Net Proceeds are
deposited in the Lease Payment Fund and credited towards the Prepayment made by the Lessee
pursuant to Section 10.4 of the Lease-Purchase Agreement, in any order of maturity designated
by the Lessee (or by the Trustee by lot in the event that no such designation is received by the
Trustee at the time such Net Proceeds are deposited with the Trustee), and by lot within a
maturity at a redemption price equal to the principal amount of the 2018A Certificates to be
redeemed, together with accrued interest to the date fixed for redemption, without premium.
Section 4.3 Selection of Certificates to be Redeemed. If less than all of the 2018A
Certificates of the same maturity are to be redeemed upon redemption of 2018A Certificates
hereunder, the Trustee shall select the 2018A Certificates to be redeemed by lot or in such other
manner as the Trustee shall deem fair. In making such selection, the Trustee shall treat each
2018A Certificate as representing that number of 2018A Certificates of $5,000 denomination as
is obtained by dividing the principal amount of such 2018A Certificate by $5,000.
Section 4.4 Partial Redemption of Certificates. Upon the selection and call for
redemption of, and the surrender of, any 2018A Certificate for redemption in part only, the
Trustee shall cause to be executed and delivered to or upon the written order of the Owner
thereof, at the expense of the Lessee, a new 2018A Certificate or 2018A Certificates of
authorized denominations in an aggregate principal amount equal to the unredeemed portion of
the 2018A Certificate surrendered, in accordance with instructions received from the Owner
thereof, with one 2018A Certificate being delivered in the absence of such instructions.
Section 4.5 Effect of Call for Redemption. On the date designated for redemption
by notice given as herein provided, the 2018A Certificates so called for redemption shall become
and be due and payable at the redemption price provided for redemption of such 2018A
Certificates on such date. If on the date fixed for redemption moneys for payment of the
redemption price and accrued interest are held by the Trustee as provided herein, interest on the
2018A Certificates so called for redemption shall cease to accrue, such 2018A Certificates shall
cease to be entitled to any benefit or security hereunder except the right to receive payment from
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the moneys held by the Trustee and the amount of such 2018A Certificates so called for
redemption shall be deemed paid and no longer Outstanding.
Section 4.6 Notice of Redemption.
(a) Whenever redemption of 2018A Certificates is to be made, the Trustee shall give
notice of the redemption of such 2018A Certificates, which notice shall specify the redemption
date, the redemption price and the place or places where such redemption price will be payable
and, if less than all of the 2018A Certificates are to be redeemed, the numbers or other
distinguishing marks of such 2018A Certificates so to be redeemed, and, in the case of 2018A
Certificates to be redeemed in part only, such notice shall also specify the respective portions of
the principal amounts thereof to be redeemed. Such notice shall further state that on such date
there shall become due and payable upon each 2018A Certificate to be redeemed the redemption
price of such 2018A Certificate or the specified portion thereof in the case of a 2018A Certificate
to be redeemed in part only, together with interest accrued to the redemption date, and that from
and after such date interest thereon shall cease to accrue and be payable on such 2018A
Certificate or portion thereof so to be redeemed.
(b) Such notice shall be given by mailing a copy of such notice, first class United
States mail postage prepaid, not less than thirty (30) days nor more than sixty (60) days before
the redemption date, to all Owners of any 2018A Certificates or portions of 2018A Certificates
which are to be redeemed at their last addresses appearing upon the Register, but failure so to
mail any such notice, or a defect in such notice, as to any 2018A Certificate shall not affect the
validity of the proceedings for the redemption of any other 2018A Certificate. If moneys for the
payment of the redemption price and accrued interest are not held in separate accounts by the
County or by the Trustee prior to sending the notice of redemption, such redemption shall be
conditional on such moneys being so held on the date set for redemption and if not so held by
such date, the redemption shall be cancelled and be of no force and effect.
(c) In addition to the notice called for in subsections (a) and (b), further notice shall
be given by the Trustee as set out below, but no defect in said further notice or any failure to give
all or any portion of such further notice shall in any manner defeat the effectiveness of a call for
redemption or result in a breach of trust by the Trustee of notice thereof is given as above
prescribed:
(i) Each further notice of redemption given hereunder shall contain the
information required above for an official notice of redemption plus (A) the CUSIP
numbers of all 2018A Certificates being redeemed; (B) the date of issue of the 2018A
Certificates as originally issued; (C) the rate of interest borne by each 2018A Certificate
being redeemed; (D) the maturity date of each 2018A Certificate being redeemed; and
(E) any other descriptive information needed to identify accurately the 2018A
Certificates being redeemed.
(ii) Each further notice of redemption shall be sent at least 35 days before the
redemption date, return receipt requested, to all registered securities depositories which
are registered owners of the 2018A Certificates then in the business of holding substantial
amounts of obligations of types such as the 2018A Certificates (such as, at the time of
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execution and delivery of this Second Supplement, DTC) and to one or more national
information services that disseminate notices of redemption of obligations such as the
2018A Certificates (such as, at the time of execution and delivery of this Second
Supplement, the Daily Called Bond Service of Financial Information, Inc., Jersey City,
New Jersey; the Called Bond Service of Kenney Information Services, New York, New
York; Moody’s Municipal and Government, New York, New York; and S&P’s Called
Bond Record, New York, New York).
(d) A second notice of redemption shall be given within sixty (60) days after the
redemption date in the manner required above to each of the Owners of the 2018A Certificates
designated for redemption which have not been presented for payment within thirty (30) days
after the redemption date.
ARTICLE V
MISCELLANEOUS
Section 5.1 Binding Effect; Successors. This Second Supplement shall be binding
upon and inure to the benefit of the parties and their respective successors and assigns.
Whenever in this Second Supplement either the County or the Trustee is named or referred to,
such reference shall be deemed to include successors or assigns thereof, and all the covenants
and agreements in this Second Supplement contained by or on behalf of the County or the
Trustee shall bind and inure to the benefit of the respective successors and assigns thereof
whether so expressed or not.
Section 5.2 Execution in Counterparts. This Second Supplement may be executed
in several counterparts, each of which shall be an original and all of which shall constitute but
one and the same agreement.
Section 5.3 Headings. The headings or titles of the several Articles and Sections
hereof, and any table of contents appended to copies hereof, shall be solely for convenience of
reference and shall not affect the meaning, construction or effect of this Second Supplement. All
references herein to “Articles,” “Sections,” and other subdivisions are to the corresponding
Articles, Sections or subdivisions of this Second Supplement, and the words “herein,” “hereof,”
“hereunder” and other words of similar import refer to this Second Supplement as a whole and
not to any particular Article, Section or subdivision hereof.
Section 5.4 Waiver of Notice. Whenever in this Second Supplement the giving of
notice by mail or otherwise is required, the giving of much notice may be waived in writing by
the person entitled to receive such notice and in any case the giving or receipt of such notice
shall not be a condition precedent to the validity of any action taken in reliance upon such
waiver.
Section 5.5 Severability of Invalid Provisions. In case any one or more of the
provisions contained in this Second Supplement or in the Certificates shall for any reason be held
to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or
unenforceability shall not affect any other provision of this Second Supplement, and this Second
Supplement shall be construed as if such invalid or illegal or unenforceable provision had never
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been contained herein. The parties hereto hereby declare that they would have entered into this
Second Supplement and each and every other section, paragraph, sentence, clause or phrase
hereof and authorized the delivery of the Certificates pursuant thereto irrespective of the fact that
any one or more sections, paragraphs, sentences, clauses or phrases of this Second Supplement
may be held illegal, invalid or unenforceable.
Section 5.6 Cancellation of Contracts. As required by the provisions of Arizona
Revised Statutes Section 38-511, as amended, notice is hereby given that the Lessee may cancel
any contract, without penalty or further obligation, made by the Lessee if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the Lessee is, at any time while the contract or any extension of the contract is in effect,
an employee of any other party to the contract in any capacity or a consultant to any other party
of the contract with respect to the subject matter of the contract. The cancellation shall be
effective when written notice from the Lessee’s Board of Supervisors is received by all other
parties to the contract unless the notice specifies a later time. All parties represent that to the
best of their knowledge, no basis exists for the Lessee to cancel this Second Supplement pursuant
to Arizona Revised Statutes Section 38-511 as of the date hereof. The Trustee covenants not to
employ as an employee, an agent or, with respect to the subject matter of this Second
Supplement, a consultant, any person significantly involved in initiating, negotiating, securing,
drafting or creating this Second Supplement on behalf of the Lessee within 3 years from
execution of this Second Supplement, unless a waiver of Arizona Revised Statutes
Section 38-511 is provided by the Lessee’s Board of Supervisors.
Section 5.7 Certain Warranties and Certifications from the Lessor. To the extent
applicable under Arizona Revised Statutes Section 41-4401, the Trustee, in its capacity as
Trustee under the Trust Agreement and as Lessor under the Lease-Purchase Agreement,
including its subcontractors who work on this Second Supplement or the Lease-Purchase
Agreement, warrants compliance with all federal immigration laws and regulations that relate to
its employees and compliance with the E-verify requirements under Arizona Revised Statutes
Section 23-214(A). The breach by the Trustee of the foregoing shall be deemed a material
breach of the Trustee’s duties under the Trust Agreement and the Lease-Purchase Agreement and
may result in the termination of its role as Trustee under the Trust Agreement and as Lessor
under the Lease-Purchase Agreement and its replacement with a successor in such capacities, to
the extent permitted by the Trust Agreement. The County retains the legal right to randomly
inspect the papers and records of the Trustee to ensure that the Trustee is complying with the
above-mentioned warranty. The Trustee shall keep such papers and records open for random
inspection by the County during normal business hours. The Trustee shall cooperate with the
random inspections by the County, including granting the County entry rights onto its property to
perform such random inspections and waiving its respective rights to keep such papers and
records confidential.
Section 5.8 Release of Leased Property. If the Lessee exercises its rights to release
Leased Property under the Lease-Purchase Agreement, the Trustee shall, upon all conditions
contained in the Lease-Purchase Agreement having been complied with and being satisfied,
release the lien of the Trust Agreement from any Leased Property being conveyed in connection
with such release. The Trustee shall take any and all steps and execute and record any and all
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documents reasonably required by the Lessee to consummate the transfer of title in connection
with such release.
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IN WITNESS WHEREOF, the parties have executed this Second Supplement as of the
date and year first above written.
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
Vice President
MARICOPA COUNTY, ARIZONA, as Lessee
By:
Chair, Board of Supervisors
ATTEST:
By:
Clerk, Board of Supervisors
APPROVED AS TO FORM:
SQUIRE PATTON BOGGS (US) LLP,
Bond Counsel
By:
Timothy E. Pickrell
[Signature page of Second Supplement to Trust Agreement]
010-8396-5711/4/AMERICAS

STATE OF ARIZONA )
) ss.
County of Maricopa )
On this, the _____ day of February, 2018, before me, the undersigned Notary Public,
personally appeared Keith Henselen, who acknowledged himself to be a Vice President of U.S.
Bank National Association, and that he, as such officer, being authorized so to do, executed the
foregoing Second Supplement to Trust Agreement for the purposes therein contained by signing
the name of the association by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Notary Public
My Commission Expires:
[Notarization page of Second Supplement to Trust Agreement]
010-8396-5711/4/AMERICAS

STATE OF ARIZONA )
) ss.
County of Maricopa )
On this, the _____ day of February, 2018, before me, the undersigned Notary Public,
personally appeared Denny Barney, who acknowledged himself to be the Chair of the Maricopa
County Board of Supervisors and that he, such officer, being authorized so to do, executed the
foregoing Second Supplement to Trust Agreement for the purposes therein contained by signing
the name of the County by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Notary Public
[Notarization page of Second Supplement to Trust Agreement]
010-8396-5711/4/AMERICAS

EXHIBIT A
FORM OF 2018A CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
THE TRUSTEE FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
CERTIFICATES OF PARTICIPATION, SERIES 2018A
Evidencing a Proportionate Interest of the Owner
Hereof in Lease Payments to be Made by
Maricopa County, Arizona
No: R-__ Denomination: $___________
Interest Maturity Dated
Rate Date Date CUSIP
______% July 1, ____ February __, 2018 566746____
Registered Owner: CEDE & CO.
Principal Amount: _______________________________ DOLLARS
THIS IS TO CERTIFY that the Registered Owner identified above, or registered assigns,
as the Registered Owner of this Certificate of Participation, Series 2018A (the “2018A
Certificate”) is the owner of an undivided proportionate interest in the right to receive certain
Lease Payments and Prepayments thereof under and defined in that certain Lease-Purchase
Agreement, dated as of June 1, 2015 (the “Original Lease-Purchase Agreement”) as amended
and supplemented by the First Amendment to Lease-Purchase Agreement, dated as of August 1,
2016 (the “First Amendment”) and the Second Amendment to Lease-Purchase Agreement, dated
as of February 1, 2018 (the “Second Amendment” and, together with the Original Lease-
Purchase Agreement and the First Amendment, the “Lease-Purchase Agreement”), by and
between U.S. Bank National Association, as trustee (the “Lessor”) and Maricopa County,
Arizona (the “Lessee”), which Lease Payments and Prepayments and certain other rights and
interests under the Lease-Purchase Agreement are held by U.S. Bank National Association, as
trustee (the “Trustee”), at its designated corporate trust office.
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The Registered Owner of this 2018A Certificate is entitled to receive, subject to the terms
of the Lease-Purchase Agreement, on the Maturity Date set forth above, the Principal Amount
set forth above, representing a portion of the Lease Payments designated as principal coming due
during the preceding twelve months, and to receive on _________1, 2018, and semiannually
thereafter on January 1 and July 1 of each year (the “2018A Interest Payment Dates”) until
payment in full of said portion of principal, the Registered Owner’s proportionate share of the
Lease Payments designated as interest coming due preceding each of the 2018A Interest
Payment Dates; provided that interest with respect hereto shall be payable from the 2018A
Interest Payment Date next preceding the date of execution of this 2018A Certificate (unless (i)
this 2018A Certificate is executed prior to _________1, 2018, in which event interest shall be
payable from the Dated Date identified above, (ii) this 2018A Certificate is executed on a 2018A
Interest Payment Date, in which event interest shall be payable from such 2018A Interest
Payment Date, or (iii) this 2018A Certificate is executed after the close of business on the
fifteenth (15th) day of the month preceding a 2018A Interest Payment Date, whether or not such
fifteenth day is a Business Day, in which event interest shall be payable from such 2018A
Interest Payment Date). If, as of the date of execution hereof, interest is in default with respect
to any 2018A Certificates of the issue of which this is one, interest hereon shall be payable from
the 2018A Interest Payment Date to which interest has previously been paid or made available
for payment, or, if prior to __________, interest shall be payable from the Dated Date identified
above, unless this 2018A Certificate is executed after a Special Record Date (as defined in the
Original Trust Agreement) and before the following Special 2018A Interest Payment Date (as
defined in the Original Trust Agreement), in which event interest shall be payable from the
scheduled 2018A Interest Payment Date next preceding such date of execution. Said
proportionate share of the portion of the Lease Payments designated as interest is the result of the
multiplication of the aforesaid portion of the Lease Payments designated as principal by the rate
per annum set forth above.
Said amounts representing the Registered Owner’s share of the Lease Payments
designated as interest are payable in lawful money of the United States of America, unless a wire
transfer is elected as described below, by check or draft mailed by the Trustee on each Interest
payment Date to the Registered Owner at the close of business on the fifteenth (15th) day of the
month preceding such 2018A Interest Payment Date (the “Record Date”), whether or not such
fifteenth day is a Business Day, at his address as it appears on the registration books of the
Trustee or at such other address as he may have filed with the Trustee for that purpose. Payment
of portions of overdue Lease Payments designated as interest shall be made on Special 2018A
Interest Payment Dates designated by the Trustee to the Registered Owner hereof as of the
Special Record Date designated by the Trustee. A Registered Owner of $1,000,000 or more in
aggregate principal amount of 2018A Certificates as of the close of business of the Trustee on
the Record Date for a particular 2018A Interest Payment Date or, if applicable, the Special
Record Date for a particular Special 2018A Interest Payment Date, may request interest to be
paid by wire transfer in immediately available funds sent (at the Registered Owner’s expense) on
the 2018A Interest Payment Date or Special 2018A Interest Payment Date to such Registered
Owner in accordance with written notice from such Registered Owner containing the wire
transfer address (which shall be in the continental United States) to which such Registered
Owner wishes to have such wire transfer directed, which written notice is received not later than
five (5) days prior to the Record Date with respect to such 2018A Interest Payment Date or, if
applicable, the Special Record Date for such Special 2018A Interest Payment Date. Said
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amounts representing the Registered Owner’s share of the Lease Payments designated as
principal are payable when due upon surrender of this 2018A Certificate at the principal
corporate trust office of the Trustee.
This 2018A Certificate has been executed and delivered by the Trustee pursuant to the
terms of an Original Trust Agreement between the Trustee and the Lessee, dated as of June 1,
2015 (the “Original Trust Agreement”), authorizing the execution and delivery of the aggregate
principal amount of $185,580,000 Certificates of Participation, Series 2015, a First Supplement
to Trust Agreement, dated as of August 1, 2016 (the “First Supplement”), authorizing the
execution and delivery of the aggregate principal amount of $44,460,000 Certificates of
Participation, Series 2016 (the “2016 Certificates”) and a Second Supplement to Trust
Agreement, dated as of February 1, 2018 (the “Second Supplement” and, together with the
Original Trust Agreement and the First Supplement, the “Trust Agreement”) authorizing a series
of certificates limited in aggregate principal amount to $__________ (the “2018A Certificates”).
The 2015 Certificates, the 2016 Certificates, the 2018A Certificates and any Additional
Certificates which may hereafter be executed and delivered under the Trust Agreement being
herein collectively referred to as the “Certificates”. The Lessee is authorized to enter into the
Second Amendment and the Second Supplement under the laws of the State of Arizona.
Reference is hereby made to the Lease-Purchase Agreement and the Trust Agreement (copies of
which are on file at said office of the Trustee) for the definition of certain capitalized terms used
herein, a description of the terms on which the 2018A Certificates are delivered, the rights
thereunder of the Registered Owners of the 2018A Certificates, the rights, duties and immunities
of the Trustee and the rights and obligations of the Lessee under the Lease-Purchase Agreement,
to all of the provisions of which Lease-Purchase Agreement and Trust Agreement the Registered
Owner of this 2018A Certificate, by acceptance hereof, assents and agrees.
The obligation of the Lessee to pay the Lease Payments does not constitute an obligation
of the Lessee for which the Lessee is obligated to levy or pledge any form of taxation or for
which the Lessee has levied or pledged any form of taxation. The obligation of the Lessee to pay
Lease Payments does not constitute a debt of the Lessee, the State of Arizona or any of its
political subdivisions, and does not constitute an indebtedness within the meaning of any
constitutional or statutory debt limitation or restriction.
The term of the Lease-Purchase Agreement is from the date thereof until the end of the
Lessee’s then current Fiscal Period, and thereafter for such additional Fiscal Periods as are
necessary to complete the anticipated total lease term through and including June 1, 2035, unless
terminated prior thereto in accordance with the provisions of the Lease-Purchase Agreement.
The continuation of the Lease-Purchase Agreement and the obligation of the Lessee to make
Lease Payments after the end of the Lessee’s Fiscal Period during which the Lease-Purchase
Agreement commenced is subject to and dependent upon the moneys necessary to make such
payments being lawfully budgeted by the Lessee. If the Lessee fails to obtain prior to the last
date on which the Lessee is required or permitted to adopt its budget for the next Fiscal Period a
proper budgeting and final appropriation of the Lessee’s Board of Supervisors of the full amount
of funds necessary to make all Lease Payments coming due during the next occurring Fiscal
Period for which such budgeting and appropriation are made, the Lease-Purchase Agreement
shall terminate effective on the last day of the last Fiscal Period for which such budgeting and
appropriation were properly obtained and for which such funds were determined to be lawfully
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available and allocated, subject to reinstatement at the option of the Lessee within forty-five (45)
days thereafter.
Upon the occurrence and continuance of any event of default under the Trust Agreement,
the Trustee may, and at the written direction of the Owners of not less than five percent (5%) in
Aggregate Value (as defined in the Trust Agreement) of Certificates then outstanding shall,
declare the principal amount of the Certificates then outstanding to be immediately due and
payable; provided, however, that no such acceleration shall change or otherwise affect the
Lessee’s obligation under the Lease-Purchase Agreement to pay Lease Payments only during the
term of the Lease-Purchase Agreement and in the amounts and at the times as provided in the
Lease-Purchase Agreement.
To the extent and in the manner permitted by the terms of the Trust Agreement, the
provisions of the Trust Agreement may be amended by the parties thereto and the Owners of a
majority in Aggregate Value of the Certificates then outstanding, and may be amended without
notice to or the consent of such Owners under certain circumstances, provided that no such
amendment shall impair the right of any Owner to receive in any case such Owner’s
proportionate share of any Lease Payment or Prepayment thereof in accordance with such
Owner’s Certificate.
This 2018A Certificate is transferable by the Registered Owner hereof, in person or by
his attorney duly authorized in writing, at said office of the Trustee, but only in the manner,
subject to the limitations and upon payment of the charges provided in the Trust Agreement and
upon surrender and cancellation of this 2018A Certificate. Upon such transfer a new 2018A
Certificate or 2018A Certificates, of authorized denomination or denominations, for the same
aggregate principal amount will be delivered to the transferee in exchange herefor. The Lessee,
the Lessor and the Trustee may treat the Registered Owner hereof as the absolute Owner hereof
for all purposes, whether or not this 2018A Certificate shall be overdue, and the Lessee, the
Lessor and the Trustee shall not be affected by any notice to the contrary.
The 2018A Certificates are not subject to optional redemption prior to maturity.
The 2018A Certificates are subject to redemption on any 2018A Interest Payment Date,
in whole, or in part, in any order of maturity designated by the Lessee, or, under certain
circumstances, by lot by the Trustee, and by lot within a maturity from the net proceeds of
insurance or condemnation credited towards the prepayment of the Lease Payments by the
Lessee pursuant to Section 10.4 of the Original Lease-Purchase Agreement, at a redemption
price equal to the principal amount thereof to be redeemed together with accrued interest,
without premium.
Notice of redemption shall be mailed not less than thirty (30) days nor more than sixty
(60) days prior to the date set for redemption to each Registered Owner of a 2018A Certificate to
be so redeemed at the address shown on the books of the Trustee, but failure so to mail any such
notice or any defect in such notice as to any 2018A Certificate shall not affect the validity of the
proceedings for the redemption of any other 2018A Certificate. On the specified redemption
date all Certificates called for redemption shall cease to bear interest and shall no longer be
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secured by the Trust Agreement provided funds for redemption are on deposit at the place of
payment at that time.
IN WITNESS WHEREOF, this 2018A Certificate has been executed and delivered by
the Trustee, acting pursuant to the Trust Agreement.
Date of Execution: February __, 2018
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
Its: Authorized Representative
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within
Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:
UNIF GIFT/TRANS MIN ACT --
TEN COM - as tenants in common Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor
JT TEN - as joint tenants with right of Under Uniform Gifts/Transfers to
survivorship and not as tenants Minors Act
in common (State)
Additional abbreviations may also be used, though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
______________________________________________________________________________
(Please Print or Typewrite Name, Address and Social Security Number or other Federal Tax
Identification Number of Transferee) the within certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints ____________________ attorney to transfer the within
certificate on the books kept for registration thereof, with full power of substitution in the
premises.
Dated _______________________
Signature Guaranteed: Note: The signature(s) on this assignment
must correspond with the name(s) as
written on the face of the within registered
(Signature guarantee should be made by a certificate in every particular without
guarantor institution participating in the alteration or enlargement or any change
securities transfer agents medallion whatsoever.
program or in such other guarantee
program acceptable to the Trustee.
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EXHIBIT B
DESCRIPTION OF LEASED PROPERTY
General Description: South Court Tower
Legal Description:
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF
MARICOPA, STATE OF ARIZONA AND IS DESCRIBED AS FOLLOWS:
Lot 1, SOUTH COURT TOWER Final Plat recorded in Book 241, Page 24, Maricopa County
Records, formerly described as:
A boundary located over a portion of Madison Street between 1st and 2nd Avenues, 2nd Avenue
between Madison and Jackson Streets, and Block 62, all as described in the plat of the Original
Townsite of Phoenix, recorded in Book 2 of Maps, page 51, and a portion of that vacated right of
way of 2nd Avenue as described in Docket 11093, page 702, records of Maricopa County,
Arizona, situated in the Northwest quarter of Section 8, Township 1 North, Range 3 East of the
Gila and Salt River Base and Meridian, Maricopa County, Arizona, being more particularly
described as follows:
COMMENCING at a brass cap in handhole at the intersection of First Avenue and Madison
Street, from which a brass cap in handhole and the intersection of First Avenue and Jackson
Street bears South 00°12’21” East, a distance of 380.18 feet;
THENCE South 89°51’53” West, along the centerline of Madison Street a distance of 50.00 feet
to the POINT OF BEGINNING of the boundary herein described;
THENCE South 00°12’21” East, along the western right of way line of said 1st Avenue, a
distance of 340.17 feet to the northern right of way line of said Jackson Street;
THENCE South 89°52’42” West, along the northern right of way line of said Jackson Street, a
distance of 400.05 feet to the western right of way line of said 2nd Avenue;
THENCE North 00°11’50” West, along said western right of way line, a distance of 190.12 feet;
THENCE North 89°48’10” East, a distance of 38.90 feet;
THENCE North 00°11’50” West, a distance of 149.95 feet to said centerline of Madison Street;
THENCE North 89°42’57” East, a distance of 11.10 feet;
THENCE North 89°51’53” East, a distance of 350.00 feet to the POINT OF BEGINNING.
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