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Home My WebLink AboutOrdinance - 2021-O0103 - LP&L Revenue Bonds 2021MINUTES AND CERTIFICATION PERTAINING TO PASSAGE OF AN ORDINANCE STATE OF TEXAS § COUNTY OF LUBBOCK § CITY OF LUBBOCK § On the 1 Oth day of August, 2021, the City Council of the City of Lubbock, Texas, convened in a regular meeting at the regular meeting place thereof, the meeting being open to the public and notice of said meeting, giving the date, place and subject thereof, having been posted as prescribed by Chapter 551, Texas Government Code, as amended; and the roll was called of the duly constituted officers and members of the City Council, which officers and members are as follows: Daniel M. Pope, Mayor Juan A. Chadis ) Steve Massengale, Mayor Pro Tern Shelia Patterson Harris ) Members of Jeff Griffith ) the Council Randy Christian ) Latrelle Joy ) and all of said persons were present, except NSA thus constituting a quorum. Whereupon, among other business, a written Ordinance bearing the following caption was introduced: AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS; PROVIDING FOR THE AWARD OF THE SALE THEREOF IN ACCORDANCE WITH SPECIFIED PARAMETERS; APPROVING THE OFFICIAL STATEMENT; APPROVING EXECUTION OF A PURCHASE CONTRACT; AND ENACTING OTHER PROVISIONS RELATING THERETO The Ordinance, a full, true and correct copy of which is attached hereto, was read and reviewed by the City Council. Thereupon, it was duly moved and seconded that the Ordinance be passed and adopted. The Presiding Officer put the motion to a vote of the members of the City Council, and the Ordinance was passed and adopted by the following vote: AYES: 7 4146-3827-2048.1 NOES: 0 ABSTENTIONS: 0 MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to correctly reflect the duly constituted officers and members of the City Council of said City, and the attached and following copy of said Ordinance is hereby certified to be a true and correct copy of an official copy thereof on file among the official records of the City, all on this the 10th day of August, 2021. City�retary City of Lubbock, Texas [SEAL] 4146-3827-2048.1 Ordinance No. 2021 — 00103 ORDINANCE relating to CITY OF LUBBOCK, TEXAS ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS Adopted: August 10, 2021 4148-7326-6224.7 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section1.01 Definitions................................................................................................. Section1.02 Findings 3 Section 1.03 ..................................................................................................... Table of Contents, Titles and Headings ............................ 8 9 Section 1.04 Interpretation.............................................................................................. ARTICLE II SECURITY FOR THE BONDS Section 2.01 Pledge of Security................................................................................... Section 2.02 Limited Obligations Section 2.03 ................................................................................... Security Interest 9 ....................................................................................... 10 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section3.01 Authorization........................................................................................... 10 Section 3.02 Date, Denomination, Maturities and Interest ........................................... 10 Section 3.03 Medium, Method and Place of Payment .................................................. 11 Section 3.04 Execution and Registration of Bonds ...................................................... 12 Section3.05 Ownership Section 3.06 ...................................................................................... .......... Registration, Transfer and Exchange....................................................... 12 13 Section3.07 Cancellation Section 3.08 ............................................................................................. Temporary Bonds 13 Section 3.09 ..............................................................14 Replacement Bonds Section 3.10 ................................................................................. Book -Entry Only System 14 Section 3.11 ......................................................................... Successor Securities Depository; Transfer Outside Book -Entry 15 OnlySystem...................................................................................... 16 Section 3.12 Payments to Cede & Co ........................................................................... 16 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4.01 Limitation on Redemption............................................................... 16 Section 4.02 Optional Redemption Section 4.03 ............................................................................... Mandatory Sinking Fund Redemption..................................................... 16 17 Section 4.04 Partial Redemption Section 4.05 .................................................................................. Notice of Redemption to Owners 17 ............................................................ 17 Section 4.06 Payment Upon Redemption..................................................................... 18 Section 4.07 Effect of Redemption Section 4.08 ............................................................................... Lapse of Payment 18 ............................................................. ARTICLE V PAYING AGENT/REGISTRAR Section 5.01 Appointment of Paying Agent/Registrar 19 ................................................. 4I48-7326-6224.7 TABLE OF CONTENTS (continued) Page Section 5.02 Qualifications........................................................................................... 19 Section 5.03 Maintaining Paying Agent'Registrar....................................................... 19 Section5.04 Termination.............................................................................................. 19 Section 5.05 Notice of Change to Owners.................................................................... 19 Section 5.06 Agreement to Perform Duties and Functions .......................................... 20 Section 5.07 Delivery of Records to Successor............................................................ 20 ARTICLE VI FORM OF THE BONDS Section6.01 Form Generally........................................................................................ 20 Section 6.02 CUSIP Registration................................................................................. 20 Section6.03 Legal Opinion.......................................................................................... 21 Section 6.04 Statement of Insurance............................................................................ 21 ARTICLE VII FUNDS AND ACCOUNTS Section 7.01 Segregation of Revenues/Fund Designations .......................................... 21 Section7.02 System Fund............................................................................................ 21 Section7.03 Bond Fund............................................................................................... 22 Section7.04 Payment of Bonds.................................................................................... 24 Section 7.05 Deficiencies in Funds.............................................................................. 24 Section 7.06 Security of Funds..................................................................................... 24 ARTICLE VIII SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS Section 8.01 Sale of Bonds; Official Statement........................................................... 25 Section 8.02 Control and Delivery of Bonds................................................................ 26 Section 8.03 Deposit of Proceeds................................................................................. 27 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.01 Additional Bonds..................................................................................... 27 Section 9.02 Rates and Charges.................................................................................... 28 Section 9.03 Maintenance and Operation; Insurance ................................................... 28 Section 9.04 Records, Accounts, Accounting Reports ................................................. 29 Section 9.05 Further Covenants.................................................................................... 29 Section 9.06 Other Representations and Covenants..................................................... 30 Section 9.07 Federal Income Tax Exclusion................................................................ 31 Section 9.08 Disposition of Project.............................................................................. 33 ARTICLE X DEFAULT AND REMEDIES Section 10.01 Events of Default..................................................................................... 33 Section 10.02 Remedies for Default............................................................................... 33 -ii- 4148-7326-6224.7 TABLE OF CONTENTS (continued) Page Section 10.03 Remedies Not Exclusive 34 .......................................................................... ARTICLE XI DISCHARGE Section11.01 Discharge................................................................................................. 34 ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section12.01 Annual Reports........................................................................................ 34 Section12.02 Event Notices........................................................................................... 35 Section 12.03 Identifying Information........................................................................... 36 Section 12.04 Limitations, Disclaimers and Amendments ............................................. 36 ARTICLE XIII AMENDMENTS; ATTORNEY GENERAL MODIFICATION Section13.01 Amendments............................................................................................ 38 Section 13.02 Attorney General Modification................................................................ 39 ARTICLE XIV REDEMPTION OF REFUNDED OBLIGATIONS; APPROVAL OF ESCROW AGREEMENT; PURCHASE OF ESCROWED SECURITIES Section 14.01 Redemption of Refunded Obligations..................................................... 39 Section 14.02 Escrow Securities..................................................................................... 39 Section 14.03 Arrangements for Defeasance of Refunded Obligations ......................... 39 Section 14.04 Notice of Redemption.............................................................................. 40 ARTICLE XIV EFFECTIVE IMMEDIATELY Section 15.01 Effective Immediately............................................................................. 40 Schedule I -- Refunded Obligation Candidates I-1 Exhibit A -- Description of Annual Disclosure of Financial Information A-1 Exhibit B - Sale Parameters B-1 Exhibit C -- Form of the Bonds C-1 -iii- 4148-7326-6224.7 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS; PROVIDING FOR THE AWARD OF THE SALE THEREOF IN ACCORDANCE WITH SPECIFIED PARAMETERS; APPROVING THE OFFICIAL STATEMENT; APPROVING EXECUTION OF A PURCHASE CONTRACT; AND ENACTING OTHER PROVISIONS RELATING THERETO WHEREAS, in accordance with the Constitution and laws of the State of Texas, specifically Chapter 1502, Texas Government Code, as amended ("Chapter 1502"), the City of Lubbock, Texas (the "City"), has previously issued its electric light and power system revenue bonds (such outstanding revenue bonds being the "Previously Issued Bonds"), payable from and secured by a first lien on and pledge of the net revenues of the City's Electric Light and Power System (the "System"); WHEREAS, in the ordinances authorizing the issuance of the Previously Issued Bonds the City reserved the right to issue, under certain conditions, additional bonds ("Additional Bonds") on a parity as to lien and right with the Previously Issued Bonds; WHEREAS, the conditions precedent to the issuance of Additional Bonds under the ordinances authorizing the issuance of the Previously Issued Bonds have occurred and are existing, and the City intends to issue pursuant to this Ordinance its revenue bonds as additional bonds on a parity with the Previously Issued Bonds; WHEREAS, the City Council of the City (the "City Council") hereby finds and determines that electric light and power system revenue bonds secured by a first lien on and pledge of the Net Revenues of the System on a parity with the Previously Issued Bonds should be issued for the purposes of acquiring, purchasing, constructing, improving, renovating, enlarging, and/or equipping property, buildings, structures, facilities, and/or related infrastructure for the System; WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207"), authorizes the City to issue refunding bonds to refund all or a portion of the obligations described on Schedule I attached hereto (collectively, the "Refunded Obligation Candidates"); WHEREAS, the City Council has determined that it is in the best interests of the City to issue the Bonds (hereinafter defined) to (i) refund and redeem all or a portion of the outstanding Refunded Obligation Candidates (the "Refunded Obligations") and thereby provide permanent financing for the costs and projects initially financed through the issuance of the Refunded Obligations; WHEREAS, the City Council has determined that the manner in which the refunding of the Refunded Obligations is being executed makes it impractical to make the determination required by Section 1207.008(a)(2), Texas Government Code, as amended; WHEREAS, the City Council hereby finds and determines that electric light and power system revenue refunding bonds secured by a first lien on and pledge of the Net Revenues of the -2- 4148-7326-6224.7 System on a parity with the Previously Issued Bonds should be issued for the purpose of refunding the Refunded Obligations; WHEREAS, the revenue bonds hereinafter authorized are to be issued and delivered pursuant to Chapter 1207 and Chapter 1502 and in accordance with the general laws of the State of Texas; WHEREAS, the City is a home -rule municipality that: (i) adopted its charter under Section 5, Article XI, Texas Constitution; (ii) has a population of 50,000 or more; and (iii) has outstanding long-term indebtedness that is rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for a long-term obligation, and therefore the City qualifies as an "Issuer" under Section 1371.001(4)(A), Texas Government Code, as amended; WHEREAS, the City Council desires to delegate, pursuant to Chapter 1207 and Chapter 1371, Texas Government Code, as amended ("Chapter 1371"), and the parameters of this Ordinance, to the Authorized Officer, the authority to approve the principal amount, the interest rate, the number of series, the price and the other terms of the bonds authorized hereby and to otherwise take such actions as are necessary and appropriate to effect the sale of such bonds; and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.01 Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Ordinance, the following terms shall have the meanings specified below: "Additional Bonds" means the additional parity obligations the City reserves the right to issue in accordance with the terms and conditions prescribed in Section 9.01 hereof. "Authorized Officer" means each of the Mayor, the City Manager and the Chief Financial Officer, acting individually. "Average Annual Debt Service" means that amount which, at the time of computation, is derived by dividing the total amount of Debt Service to be paid over a period of years as the same is scheduled to become due and payable by the number of years taken into account in determining the total Debt Service. Capitalized interest payments provided from bond proceeds shall be excluded in making the aforementioned computation. "Bond" means any of the Bonds. -3- 4148-7326-6224.7 "Bond Date" means the date designated as the initial date of the Bonds by Section 3.02(a) of this Ordinance. "Bond Purchase Contract" means any bond purchase contract approved in Section 8.01(b) of this Ordinance. "Bonds" means the City's bonds authorized to be issued by Section 3.01 of this Ordinance. "Bonds Similarly Secured" means the Previously Issued Bonds, the Bonds and Additional Bonds, if any. "Business Day" means any day other than a Saturday, Sunday or legal holiday or other day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close. "Chief Financial Officer" means the Chief Financial Officer of the City or such other City employee who has assumed the duties of the Chief Financial Officer. "City" means the City of Lubbock, Texas. "Closing Date" means the date of the initial delivery of and payment for the Bonds. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, enacted on or before the Issue Date. "Computation Date" has the meaning stated in Section 1.148-1(b) of the Regulations. "Credit Facility" means any agreement of the City entered into with a financial institution in connection with and for the purpose of (i) enhancing or supporting the creditworthiness of (A) a series of Bonds Similarly Secured or (B) all of the Bonds Similarly Secured, (ii) providing a surety policy in order to fund all or a portion of the Required Reserve for the Bonds Similarly Secured, or (iii) providing liquidity with respect to a series of Bonds Similarly Secured which by their terms are subject to tender for purchase, and which, by its terms, creates a liability on the part of the City on a parity with the Bonds Similarly Secured; provided that, on the date any such credit facility is issued, any rating agency having an outstanding rating on the Bonds Similarly Secured would not lower the rating on the Bonds Similarly Secured as confirmed in writing by such rating agency. A determination by the City contained in the ordinance authorizing the issuance of Bonds Similarly Secured and/or authorizing the execution and delivery of a Credit Facility that such agreement constitutes a Credit Facility under this definition shall be conclusive as against all Owners. "Debt Service" means, as of any particular date of computation, with respect to any series of obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming in the case of obligations required to be redeemed or prepaid as to principal prior to maturity, the principal amounts thereof will be redeemed prior to maturity in accordance with the mandatory redemption provisions applicable thereto. -4- 4148-7326-6224.7 "Designated Payment/Transfer Office" means the Designated Payment/Transfer Office, as designated in the Paying Agent/Registrar Agreement, or such other location designated by the Paying Agent/Registrar. "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions. "EMMA" means the Electronic Municipal Market Access System. "Escrow Agent" means the place of payment for the Refunded Obligations or the trust company or commercial bank identified in the Escrow Agreement and its successors in such capacity. "Escrow Agreement" means an Escrow Agreement, if any, between the City and the Escrow Agent pertaining to the defeasance of the Refunded Obligations, as described in Section 14.03 of this Ordinance. "Escrow Fund" means the fund established in the Escrow Agreement for the redemption and/or defeasance of the Refunded Obligations. "Escrow Securities" if applicable, has the meaning assigned in the Escrow Agreement. "Event of Default" means any event of default as defined in Section 10.01 of this Ordinance. "Financial Obligation" means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that "Financial Obligation" shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. "Fiscal Year" means the twelve (12) month accounting period used by the City in connection with the operations of the System which may be any twelve (12) consecutive month period established by the City. "Fund" means any of the funds, accounts or a portion of a fund or account, confirmed and/or established pursuant to Article VII hereof. "Gross Proceeds" has the meaning stated in Section 1.148-1(b) of the Regulations. "Initial Bond" means the initial bond or bonds authorized by Section 3.04 of this Ordinance. -5- 4148-7326-6224.7 "Interest Payment Date" means the date or dates on which interest on the Bonds is scheduled to be paid until their respective dates of maturity or prior redemption, as set forth in the Pricing Certificate. "Investment" has the meaning stated in Section 1.148-1(b) of the Regulations. "Issue Date" for each series of Bonds or other obligations of the City is the respective date on which such series of Bonds or other obligations of the City is delivered against payment therefor. "MSRB" means the Municipal Securities Rulemaking Board. "Net Revenues" means the gross revenues of the System less expenses of operation and maintenance. Such expenses of operation and maintenance shall not include depreciation charges or amounts or Funds pledged for the Bonds Similarly Secured, but shall include all salaries, labor, materials, repairs, and extensions necessary to render services; provided, however, that in determining "Net Revenues," only such repairs and extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the System in operation and render adequate service to the City and inhabitants thereof, or such as might be necessary to meet some physical accident or condition which otherwise would impair the security of the Bonds Similarly Secured, shall be deducted. "Net Sale Proceeds" has the meaning stated in Section 1.148-1(b) of the Regulations. "Nonpurpose Investment" has the meaning stated in Section 1.148-1(b) of the Regulations. "Official Statement" means a document described in Section 8.01(c) prepared for dissemination to potential investors in connection with the public offering and sale of Bonds. "Outstanding" when used in this Ordinance with respect to Bonds Similarly Secured, means, as of the date of determination, all Bonds Similarly Secured theretofore sold, issued and delivered by the City, except: (1) those Bonds Similarly Secured cancelled or delivered to the transfer agent or registrar for cancellation in connection with the exchange or transfer of such obligations; (2) those Bonds Similarly Secured paid or deemed to be paid in accordance with the provisions of Section 11.01 of this Ordinance; and (3) those Bonds Similarly Secured that have been mutilated, destroyed, lost, or stolen and replacement bonds have been registered and delivered in lieu thereof. "Owner" means, when used with respect to Bonds, the person who is the registered owner of a Bond or Bonds, as shown in the Register. When used with respect to Bonds Similarly Secured, such term means the person who is the registered owner of a Bond Similarly Secured or Bonds Similarly Secured, as shown in the register for the applicable series of Bonds Similarly Secured. -6- 4148-7326-6224.7 "Paying Agent/Registrar" means the bank or trust company identified in the Paying Agent/Registrar Agreement referred to in Section 5.01 of this Ordinance, or any successor thereto as provided in this Ordinance. "Preliminary Official Statement" means a document described in Section 8.01(c) prepared for dissemination to potential investors prior to the availability of the final Official Statement. "Previously Issued Bonds" means the City's Outstanding and unpaid revenue bonds payable from and secured by a first lien on and pledge of the Net Revenues of the System, further identified as follows: (1) Electric Light and Power System Revenue Refunding and Improvement Bonds, Series 2013; (2) Electric Light and Power System Revenue Bonds, Series 2014; (3) Electric Light and Power System Revenue Bonds, Series 2015; (4) Electric Light and Power System Revenue Bonds, Series 2016; (5) Electric Light and Power System Revenue Bonds, Series 2017; and (6) Electric Light and Power System Revenue Bonds, Series 2018. "Pricing Certificate" means a certificate or certificates signed by an Authorized Officer establishing the terms and features of each series of Bonds in accordance with Section 8.01 hereof "Proceeds" has the meaning stated in Section 1.148-1(b) of the Regulations. "Rebate Amount" has the meaning stated in Section 1.148-3 of the Regulations. "Record Date" means the date specified in the Pricing Certificate. "Refunded Obligation Candidates" means the obligations described in Schedule I attached hereto. "Refunded Obligations" means the Refunded Obligation Candidates designated as Refunded Obligations in a Pricing Certificate. "Register" means the Register specified in Section 3.06(a) of this Ordinance. "Regulations" means the final or temporary Income Tax Regulations applicable to the Bonds issued pursuant to Sections 141 through 150 of the Code. Any reference to a section of the Regulations shall also refer to any successor provision to such section hereafter promulgated by the Internal Revenue Service pursuant to Sections 141 through 150 of the Code and applicable to the Bonds. DTC. "Representation Letter" means the Blanket Letter of Representations between the City and -7- 4148-7326-6224.7 "Representative" means the representative for the Underwriters named in the Bond Purchase Contract. "Reserve Fund Obligations" means cash or investment securities of any of the type or types permitted under Section 7.06 of this Ordinance. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "Special Payment Date" means the Special Payment Date prescribed by Section 3.03(b). "Special Record Date" means the Special Record Date prescribed by Section 3.03(b). "System" means all properties, real, personal, mixed or otherwise, now owned or hereafter acquired by the City through purchase, construction or otherwise, and used in connection with the City's Electric Light and Power System and in anywise pertaining thereto, whether situated within or without the limits of the City. The term "Tax -Exempt Bonds" shall mean Bonds, the interest on which the City intends to be excludable from gross income from federal income tax, as determined and set forth in the Pricing Certificate therefor. The term "Taxable Bonds" shall mean Bonds the interest on which the City does not intend to be excludable from gross income for federal income tax purposes, as determined and set forth in the Pricing Certificate therefor. "Term Bonds" has the meaning set forth in Section 4.03 hereof. "Unclaimed Payments" mean money deposited with the Paying Agent/Registrar for the payment of principal of, premium, if any, or interest on the Bonds as the same come due and payable and remaining unclaimed by the Owners of such Bonds after the applicable payment or redemption date. "Underwriters" mean the entities named as underwriters in the Bond Purchase Contract. "Yield of (i) any Investment shall be computed in accordance with Section 1.148-5 of the Regulations, and (ii) the Bonds shall be computed in accordance with Section 1.148-4 of the Regulations. Section 1.02 Findings. The declarations, determinations and findings declared, made and found in the preamble to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof. -8- 4148-7326-6224.7 Section 1.03 Table of Contents, Titles and Headings. The table of contents, titles and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.04 Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) Any action required to be taken on a date which is not a Business Day shall be done on the next succeeding Business Day and have the same effect as if done on the date so required. (c) Any duty, responsibility, privilege, power or authority conferred by this Ordinance upon an officer shall extend to an individual who occupies such office in an interim, acting or provisional capacity. (d) This Ordinance and all the tenns and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. ARTICLE II SECURITY FOR THE BONDS Section 2.01 Pledge of Security. The City hereby covenants and agrees that all of the Net Revenues derived from the operation of the System, with the exception of those in excess of the amounts required to establish and maintain the special Funds created for the payment and security of the Bonds Similarly Secured, are hereby irrevocably pledged for the payment of the Previously Issued Bonds, the Bonds and Additional Bonds, if issued, and the interest thereon, and it is hereby ordained that the Previously Issued Bonds, the Bonds and Additional Bonds, if issued, and the interest thereon, shall constitute a first lien on the Net Revenues of the System and be valid and binding without any physical delivery thereof or further act by the City as provided in Chapter 1208, Texas Government Code, as amended. Section 2.02 Limited Obligations. The Bonds, together with the Previously Issued Bonds and any Additional Bonds, are special obligations of the City, payable solely from the pledged Net Revenues, and do not constitute a prohibited indebtedness of the City. Neither the Bonds nor any Additional Bonds shall ever be payable out of funds raised or to be raised by taxation. -9- 4148-7326-6224.7 Section 2.03 Security Interest. The City represents that, under Chapter 1208, Texas Government Code, as amended ("Chapter 1208"), a security interest in the Net Revenues pledged to the payment of the Bonds that is created by the City is valid and effective according to the terms of the security agreement and is perfected from the time the security agreement is entered into or adopted continuously through the termination of the security interest, without physical delivery or transfer of control of the property, filing of a document, or another act. The City covenants that, if Chapter 1208 is amended at any time while the Bonds are outstanding and unpaid, the City shall take all actions required in order to preserve for the Owners of the Bonds a perfected security interest in the property in which such security interest is granted pursuant to Section 2.01 hereof. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.01 Authorization. The City's electric light and power system revenue bonds are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, including specifically Chapter 1207, Chapter 1371, Chapter 1502, and Article VIII of the Charter of the City. The Bonds shall be issued in one or more series, from time to time, on the dates, in the principal amount, and bearing the title or designation set forth in the Pricing Certificate therefor for the purposes of (i) paying the costs of acquiring, purchasing, constructing, improving, renovating, enlarging, and/or equipping property, buildings, structures, facilities, and/or related infrastructure for the System, (ii) refunding the Refunded Obligations, (iii) funding the reserve fund requirement for the Bonds, and (iv) paying the costs of issuing the Bonds and refunding the Refunded Obligations. The aggregate principal amount of all Bonds issued pursuant to this Ordinance shall not exceed $320,000,000, which, for the avoidance of doubt, shall exclude any premium generated on the sale of the Bonds to the Underwriters. The Bonds may be issued as Tax -Exempt Bonds and/or Taxable Bonds, as determined by an Authorized Officer. Section 3.02 Date, Denomination, Maturities and Interest. (a) The Bonds shall be dated the date set forth in the Pricing Certificate. The Bonds shall be in fully registered form, without coupons, in the denomination of $5,000 or any integral multiple thereof, and shall be numbered separately from one upward or such other designation acceptable to the City and the Paying Agent/Registrar, except the Initial Bond, which shall be numbered T-1, or in such other manner provided in the Pricing Certificate. (b) The Bonds shall mature on the date or dates, in the years and in the principal amounts set forth in the Pricing Certificate; provided, that the maximum maturity for the Bonds shall not exceed the number of years set forth in Exhibit B. (c) Interest shall accrue and be paid on each Bond respectively until its maturity or prior redemption, from the later of the date set forth in the Pricing Certificate or the most recent Interest Payment Date to which interest has been paid or provided for at the rates per annum for each respective maturity specified in the Pricing Certificate. Such interest shall be payable on each -10- 4148-7326-6224.7 Interest Payment Date until maturity or prior redemption. Interest on the Bonds shall be calculated on the basis of a three hundred sixty (360) day year composed of twelve (12) months of thirty (30) days each, or on such other basis as set forth in the Pricing Certificate. Section 3.03 Medium, Method and Place of Payment. (a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful money of the United States of America. (b) Interest on the Bonds shall be payable to each Owner as shown in the Register at the close of business on the Record Date; provided, however, in the event of nonpayment of interest on a scheduled Interest Payment Date and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") shall be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date by first-class United States mail, postage prepaid, to the address of each Owner of a Bond appearing on the Register at the close of business on the last Business Day next preceding the date of mailing of such notice. (c) Interest shall be paid by check, dated as of the Interest Payment Date, and sent by the Paying Agent/Registrar to each Owner by United States mail, first class postage prepaid, to the address of each Owner as it appears in the Register, or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, the Owner shall bear all risk and expense of such other banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire transfer to the bank account of such Owner on file with the Paying Agent/Registrar. (d) The principal of each Bond shall be paid to the Owner thereof on the due date (whether at the maturity date or the date of prior redemption thereof) upon presentation and surrender of such Bond at the Designated Payment/Transfer Office. (e) If the date for the payment of the principal of, premium, if any, or interest on the Bonds is not a Business Day, then the date for such payment shall be the next succeeding day that is a Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due and no additional interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated to be due and payable. (f) Unclaimed Payments shall be segregated in a special escrow account and held in trust, uninvested by the Paying Agent/Registrar, for the accounts of the Owners of the Bonds to which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three years after the applicable payment or redemption date shall be applied to the next payment or payments on the Bonds thereafter coming due and, to the extent any such money remains three (3) years after the retirement of all outstanding Bonds, shall be paid to the City to be used for any lawful purpose. Thereafter, neither the City, the Paying Agent/Registrar nor any other person shall be liable or -11- 4148-7326-6224.7 responsible to any owners of such Bonds for any further payment of such unclaimed monies or on account of any such Bonds, subject to Title 6 of the Texas Property Code. Section 3.04 Execution and Registration of Bonds. (a) The Bonds shall be executed on behalf of the City by the Mayor and the City Secretary, by their manual or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of the City had been manually impressed upon each of the Bonds. (b) In the event that any officer of the City whose manual or facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided in the form of bond attached hereto as Exhibit C, duly authenticated by execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in the form of bond attached hereto as Exhibit C, executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent, which Certificate shall be evidence that the Bond has been duly approved by the Attorney General of the State of Texas, that it is a valid and binding obligation of the City and that it has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Closing Date, one Initial Bond of each series reflecting the terms set forth in the Pricing Certificate and representing the entire principal amount of all Bonds of such series, payable in stated installments to the Representative, or its designee, executed by the Mayor and City Secretary of the City by their manual or facsimile signatures, approved by the Attorney General, and registered and signed by the Comptroller of Public Accounts, will be delivered to the Representative or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver a single registered, definitive Bond for each maturity, in the aggregate principal amount thereof, to DTC on behalf of the Underwriters. Section 3.05 Ownership. (a) The City, the Paying Agent/Registrar and any other person may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment as provided herein (except interest shall be paid to the person in whose name such Bond is registered on the Record Date or Special Record Date, as applicable), and for -12- 4I48-7326-6224.7 all other purposes, whether or not such Bond is overdue, and neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of a Bond shall be valid and effectual and shall discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.06 Registration, Transfer and Exchange. (a) So long as any Bonds remain outstanding, the City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Ordinance. (b) The ownership of a Bond may be transferred only upon the presentation and surrender of the Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register. (c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the same series, maturity and interest rate and in any denomination or denominations of any integral multiple of $5,000 and in an aggregate principal amount equal to the unpaid principal amount of the Bonds presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section. (d) Each exchange Bond delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. (e) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for any different denomination of any of the Bonds. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer or exchange of a Bond. (f) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond called for redemption, in whole or in part, where such redemption is scheduled to occur within forty-five (45) calendar days after the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Bond. Section 3.07 Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper records shall be made -13- 4148-7326-6224.7 regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall then return such cancelled Bonds to the City or may in accordance with law destroy such cancelled Bonds and periodically furnish the City with certificates of destruction of such Bonds. Section 3.08 Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and shall authenticate and deliver in exchange therefor Bonds of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.09 Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of the same series and of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of the same series and of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar to save it and the City harmless; -14- 4148-7326-6224.7 (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the City and the Paying Agent/Registrar. (c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and payable or may pay such Bond when it becomes due and payable. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additional contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.10 Book -Ent Only System. (a) Notwithstanding any other provision hereof, upon initial issuance of the Bonds, the ownership of the Bonds shall be registered in the name of Cede & Co., as nominee of DTC. The definitive Bonds shall be initially issued in the form of a single separate fully registered certificate for each of the maturities thereof. (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar 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 Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer -15- 4148-7326-6224.7 with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the Register as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Register, shall receive a certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (c) The Representation Letter previously executed and delivered by the City, and applicable to the City's obligations delivered in book -entry only form to DTC as securities depository, is hereby ratified and approved for the Bonds. Section 3.11 Successor Securities Depository' Transfer Outside Book -Entry Only System. In the event that the City or the Paying Agent/Registrar determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter of the City to DTC, or in the event DTC discontinues the services described herein, the City or the Paying Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds 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 Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. Section 3.12 Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds, shall be made and given, respectively, in the manner provided in the Representation Letter. ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4.01 Limitation on Redemption. The Bonds shall be subject to redemption before scheduled maturity only as provided in this Article IV and in the Pricing Certificate. -16- 4148-7326-6224.7 Section 4.02 Optional Redemption. (a) The City reserves the option to redeem Bonds in the manner provided in the Form of Bond attached hereto as Exhibit C, with such changes as are required by the Pricing Certificate. (b) If less than all of the Bonds are to be redeemed pursuant to an optional redemption, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot, or by any other customary method that results in a random selection, the Bonds, or portions thereof, within such maturity or maturities and in such principal amounts for redemption. (c) The City, before the redemption date, shall notify the Paying Agent/Registrar of such redemption date and of the principal amount of Bonds to be redeemed. Section 4.03 Mandatory Sinking Fund Redemption. Bonds designated as "Term Bonds," if any, in the Pricing Certificate are subject to scheduled mandatory redemption and will be redeemed by the City, out of moneys available for such purpose in the Interest and Sinking Fund, in the manner provided in the Form of Bond attached hereto as Exhibit C, with such changes as are required by the Pricing Certificate. Term Bonds shall be subject to mandatory redemption at the price, on the dates, and in the respective principal amounts set forth in the Pricing Certificate. Section 4.04 Partial Redemption. (a) A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. If such a Bond is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Bond as though it were a single Bond for purposes of selection for redemption. (b) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. (c) The Paying Agent/Registrar shall promptly notify the City in writing of the principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed. Section 4.05 Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by sending notice by United States mail, first class postage prepaid, not less than thirty (30) days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register at the close of business on the Business Day next preceding the date of mailing such notice. -17- 4148-7326-6224.7 (b) The notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. (c) The City reserves the right to give notice of its election or direction to redeem Bonds under Section 4.02 conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date or (ii) that the City retains the right to rescind such notice at any time prior to the scheduled redemption date if the City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice, and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Bonds subject to conditional redemption where redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an event of default. Further, in the case of a conditional redemption, the failure of the City to make moneys and/or authorized securities available in part or in whole on or before the redemption date shall not constitute an event of default. (d) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. Section 4.06 Payment Upon Redemption. (a) Before or on each redemption date, the City shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust such amounts as are received by the Paying Agent!Registrar from the City and shall use such funds solely for the purpose of paying the principal of and accrued interest on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond called for redemption at the Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of and accrued interest on such Bond to the date of redemption from the money set aside for such purpose. Section 4.07 Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.05 of this Ordinance and subject to any conditions or rights reserved by the City under Section 4.05(c), the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the City defaults in its obligation to make provision for the payment of the principal thereof, or accrued interest thereon, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. -18- 4148-7326-6224.7 (b) If the City shall fail to make provision for payment of all sums due on a redemption date, then any Bond or portion thereof called for redemption shall remain Outstanding and continue to bear interest at the rate stated on the Bond until due provision is made for the payment of same by the City. Section 4.08 Lapse of Payment. Money set aside for the redemption of Bonds and remaining unclaimed by the Owners of such Bonds shall be subject to the provisions of Section 3.03(f) hereof. ARTICLE V PAYING AGENT/REGISTRAR Section 5.01 Appointment of Paving Agent/Registrar. _ The form of Paying Agent/Registrar Agreement presented at the meeting at which this Ordinance was approved and the appointment of the Paying Agent/Registrar identified therein are hereby approved. The Mayor is hereby authorized and directed to execute the Paying Agent/Registrar Agreement with the Paying Agent/Registrar, specifying the duties and responsibilities of the City and the Paying Agent/Registrar, in substantially the form presented at the meeting at which this Ordinance was approved with such changes as may be approved by an Authorized Officer. The signature of the Mayor shall be attested by the City Secretary. Section 5.02 Qualifications. Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under the laws of the State of Texas, or any other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Bonds. Section 5.03 Maintaining Pang Agent/Registrar. (a) At all times while any Bonds are Outstanding, the City will maintain a Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City will promptly appoint a replacement. Section 5.04 Termination. The City, upon not less than sixty (60) days' notice, reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination. -19- 4148-7326-6224.7 Section 5.05 Notice of Change to Owners. Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will cause notice of the change to be sent to each Owner by United States mail, first class postage prepaid, at the address in the Register thereof, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar. Section 5.06 Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent, Registrar and executing the Paying Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar prescribed thereby. Section 5.07 Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar. ARTICLE VI FORM OF THE BONDS Section 6.01 Form Generally. (a) The Bonds, including the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment form to appear on each of the Bonds, (i) shall be generally in the form set forth in Exhibit C hereto, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and the Pricing Certificate, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the officers executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The definitive Bonds shall be typewritten, photocopied, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. -20- 4148-7326-6224.7 Section 6.02 CUSIP Registration. The City or the Representative may secure identification numbers through CUSIP Global Services or otherwise and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and neither the City nor the attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Section 6.03 Legal Opinion. The approving legal opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, may be attached to or printed on the reverse side of each Bond over the certification of the City Secretary of the City, which may be executed in facsimile. Section 6.04 Statement of Insurance. A statement relating to a municipal bond insurance policy, if any, issued for any Bond or Bonds may be printed on or attached to each such Bond. ARTICLE VII FUNDS AND ACCOUNTS Section 7.01 Segregation of Revenues/Fund Designations. All receipts, revenues and income derived from the operation and ownership of the System shall be kept separate from other fiinds of the City and deposited within twenty-four (24) hours after collection into the "Electric Light and Power System Fund" (created and established in connection with the issuance of the Previously Issued Bonds), which Fund (hereinafter referred to as the "System Fund") is hereby reaffirmed and shall continue to be kept and maintained at an official depository bank of the City while the Bonds remain Outstanding. Furthermore, the "Special Electric Light and Power System Revenue Bond Retirement and Reserve Fund" (hereinafter referred to as the "Bond Fund"), created and established in connection with the issuance of the Previously Issued Bonds, is hereby reaffirmed and shall continue to be maintained by the City while the Bonds remain Outstanding. The Bond Fund is and shall continue to be kept and maintained at the City's official depository bank, and moneys deposited in the Bond Fund shall be used for no purpose other than for the payment, redemption and retirement of Bonds Similarly Secured. Section 7.02 System Fund. The City hereby reaffirms its covenant to the Owners of the Previously Issued Bonds and agrees with the owners of the Bonds that the moneys deposited in the System Fund shall be used first for the payment of the reasonable and proper expenses of operating and maintaining the System. All moneys deposited in the System Fund in excess of the amounts required to pay operating and maintenance expenses of the System shall be applied and appropriated, to the extent required and in the order of priority prescribed, as follows: -21- 4148-7326-6224.7 (a) To the payment of the amounts required to be deposited in the Bond Fund for the payment of principal of and interest on the Bonds Similarly Secured as the same become due and payable; and (b) To the payment of the amounts, if any, required to be deposited in the Reserve Portion of the Bond Fund to accumulate, restore and maintain the Reserve Requirement as security for the payment of the principal of and interest on the Bonds Similarly Secured. Section 7.03 Bond Fund. (a) In addition to the required monthly deposits to the Bond Fund for the payment of principal of and interest on the Previously Issued Bonds, the City hereby agrees and covenants to deposit to the Bond Fund an amount equal to one hundred percent (100%) of the amount required to fully pay the interest on and principal of the Bonds falling due on or before each maturity date and Interest Payment Date, such payments to be made in substantially equal monthly installments on or before the first day of each month beginning on or before the first day of the month next following the month the Bonds are delivered to the Underwriters. The required monthly deposits to the Bond Fund for the payment of principal of and interest on the Bonds shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund, including the "Reserve Portion" deposited therein, is equal to the amount required to fully pay and discharge all Outstanding Bonds Similarly Secured (principal and interest) or (ii) the Bonds are no longer Outstanding, i.e., the Bonds have been fully paid as to principal and interest or all the Bonds have been refunded. Accrued interest, if any, received from the purchasers of the Bonds shall be deposited in the Bond Fund, and shall be taken into consideration and reduce the amount of the monthly deposits hereinabove required which would otherwise be required to be deposited in the Bond Fund from the Net Revenues of the System. (b) In addition to the amounts to be deposited in the Bond Fund to pay current principal and interest for the Bonds Similarly Secured, the City covenants and agrees to accumulate and maintain in the Bond Fund a reserve amount (the "Reserve Portion") of Reserve Fund Obligations equal to not less than the Average Annual Debt Service requirements of all Outstanding Bonds Similarly Secured (the "Required Reserve") which shall be calculated and predetermined at the time of issuance of each series of Bonds Similarly Secured. Upon issuance of Additional Bonds, the Required Reserve shall be increased, if required, to an amount equal to the lesser of (i) the Average Annual Debt Service (calculated on a Fiscal Year basis) for all bonds Outstanding, as determined on the date of issuance of each series of Additional Bonds and annually following each principal payment date or redemption date for the Bonds, the Previously Issued Bonds and any Additional Bonds Outstanding, as the case may be, or (ii) the maximum amount in a reasonably required reserve fund that can be invested without restriction as to yield pursuant to Subsection (d) of section 148 of the Code and regulations promulgated thereunder. The Reserve Portion of the Bond Fund shall be made available for and reasonably employed in meeting the requirements of the Bond Fund if need be, and if any amount thereof is so employed, and the Reserve Portion in the Bond Fund is less than the Required Reserve, or if an event of default under any Credit Facility held in the Reserve Portion of the Bond Fund has occurred and is continuing, the Required Reserve shall be restored from Net Revenues in twenty-four (24) approximately equal monthly -22- 4148-7326-6224.7 payments from the first available Net Revenues of the System in the System Fund subject only to the priority of payments hereinabove prescribed in Section 7.02. (c) The City may, at its option, withdraw all surplus on deposit in the Reserve Portion of the Bond Fund over the Required Reserve and deposit the same in the System Fund; provided, however, that to the extent such surplus monies constitute bond proceeds, including interest and income derived therefrom, such amounts shall not be deposited to the System Fund and shall only be used for the purposes for which bond proceeds may be used. (d) For the purpose of determining compliance with the requirements of subsection (b) of this Section 7.03, Reserve Fund Obligations shall be valued each year as of the last day of the City's fiscal year at their market value, except that any direct obligations of the United States (State and Local Government Series) held for the benefit of the Reserve Portion of the Bond Fund in book -entry form shall be continuously valued at their par value or face principal amount. (e) To the extent permitted by, and in accordance with applicable law and upon approval of the Attorney General of the State of Texas, the City may replace or substitute a Credit Facility for cash or investment securities on deposit in the Reserve Portion of the Bond Fund or in substitution or replacement of any existing Credit Facility. Upon such replacement or substitution, cash or investment securities of any of the types permitted by Section 7.06 hereof, on deposit in the Reserve Portion of the Bond Fund which, taken together with the face amount of any existing Credit Facilities, are in excess of the Required Reserve may be withdrawn by the City, at its option, and transferred to the System Fund; provided that the face amount of any Credit Facility may be reduced at the option of the City in lieu of such transfer. However, to the extent such surplus monies constitute bond proceeds, including interest and income derived therefrom, such amounts shall not be deposited to the System Fund and shall only be used for the purposes for which bond proceeds may be used. Any interest due on any reimbursement obligation under the Credit Facility shall not exceed the highest lawful rate of interest which may be paid by the City. (t) If the City is required to make a withdrawal from the Reserve Portion of the Bond Fund, the City shall promptly notify the issuer of any Credit Facility of the necessity for a withdrawal from the Reserve Portion of the Bond Fund, and shall make such withdrawal first from available moneys or investment securities then on deposit in the Reserve Portion of the Bond Fund, and next from a drawing under any Credit Facility to the extent of such deficiency. (g) In the event of a deficiency in the Reserve Portion of the Bond Fund, or in the event that on the date of termination or expiration of any Credit Facility or the date of an occurrence of an event of default under the Credit Facility has occurred and is continuing beyond any cure period therefor, if any, there is not on deposit in the Reserve Portion of the Bond Fund sufficient Reserve Fund Obligations, all in an aggregate amount at least equal to the Required Reserve calculated as of the date of such deficiency, termination, expiration or event of default of such Credit Facility, then the City shall restore such deficiency from the first available Net Revenues of the System in the System Fund, subject only to the priority of payments hereinabove prescribed in Section 7.02, in twenty-four (24) approximately equal monthly payments. (h) In the event of the redemption or defeasance of any of the Outstanding Bonds Similarly Secured, any Reserve Fund Obligations on deposit in the Reserve Fund in excess of the -23- 4148-7326-6224.7 Required Reserve may be withdrawn and transferred, at the option of the City and subject to the last sentence of this subparagraph (h), to the System Fund, as a result of (i) the redemption of the Outstanding Bonds Similarly Secured, or (ii) funds for the payment of the Outstanding Bonds Similarly Secured having been deposited irrevocably with the paying agent or place of payment therefor in the manner described in this Ordinance, the result of such deposit being that such Outstanding Bonds Similarly Secured no longer are deemed to be Outstanding under the terms of this Ordinance. However, to the extent such surplus monies constitute bond proceeds, including interest and income derived therefrom, such amounts shall not be deposited to the System Fund and shall only be used for the purposes for which bond proceeds may be used. (i) In the event there is a draw upon the Credit Facility, the City shall reimburse the issuer of such Credit Facility for such draw in accordance with the terms of any agreement pursuant to which the Credit Facility is issued from Net Revenues; however, such reimbursement from Net Revenues (i) shall be subject to the provisions of subparagraph (g) hereof, and (ii) shall be subordinate and junior in right of payment to the payment of principal of and premium, if any, and interest on the Bonds Similarly Secured. Section 7.04 Payment of Bonds. While any of the Bonds are Outstanding, the proper officers of the City are hereby authorized to transfer or cause to be transferred to the Paying Agent/Registrar, from funds on deposit in the Bond Fund, including the Reserve Portion, if necessary, amounts sufficient to fully pay and discharge promptly as each installment of interest and principal on the Bonds accrues or matures or comes due by reason of redemption prior to maturity; such transfer of funds to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the Business Day next preceding the date of payment for the Bonds. Section 7.05 Deficiencies in Funds. If in any month the City shall, for any reason, fail to pay into the Bond Fund the full amounts above stipulated, amounts equivalent to such deficiencies shall be set apart and paid into the Bond Fund from the first available and unallocated Net Revenues of the System in the following month or months and such payments shall be in addition to the amounts hereinabove provided to be otherwise paid into the Bond Fund during such month or months. Section 7.06 Security of Funds. Money in any Fund established or affirmed pursuant to this Ordinance or any ordinance authorizing the issuance of Previously Issued Bonds, and any Additional Bonds, may, at the option of the City, be invested in time deposits or certificates of deposit secured in the manner required by law for public funds, or be invested in direct obligations of, including obligations the principal and interest on which are unconditionally guaranteed by, the United States of America, in obligations of any agencies or instrumentalities thereof, or in such other investments as are permitted under the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended, or any successor law, as in effect from time to time, consistent with the City's investment policy; provided that all such deposits and investments shall be made in such manner (which may -24- 4148-7326-6224.7 include repurchase agreements for such investment with any primary dealer of such agreements) that the money required to be expended from any such Fund will be available at the proper time or times. Such investments shall be valued each year in terms of current market value as of the last day of the Fiscal Year. For purposes of maximizing investment returns, to the extent permitted by law, money in such Funds may be invested in common investments of the kind described above, or in a common pool of such investment which shall be kept and held at an official depository bank, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such fund are held by or on behalf of each such Fund. If necessary, such investments shall be promptly sold to prevent any default. Any investment made with money deposited to the credit of the Reserve Portion of the Bond Fund shall not have a maturity in excess of five (5) years. ARTICLE VIII SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS Section 8.01 Sale of Bonds; Official Statement. (a) The Bonds shall be sold at negotiated sale to the Underwriters in accordance with the terms of this Ordinance, including this Section 8.01(a) and Exhibit B hereto, provided that all of the conditions set forth in Exhibit B can be satisfied. As authorized by Chapter 1207 and Chapter 1371, the Authorized Officer is authorized to act on behalf of the City upon determining that the conditions set forth in Exhibit B can be satisfied, in selling and delivering each series of Bonds and carrying out the other procedures specified in this Ordinance, including determining (i) the total aggregate principal amount and the number of series of the Bonds, (ii) the date(s) on which the Bonds of each series will be sold and delivered, (iii) whether to acquire bond insurance for each series of Bonds, (iv) the amount and manner of funding the reserve fund requirement, (v) the price at which the Bonds of each series will be sold, (vi) the Refunded Obligation Candidates to be refunded and their redemption dates, (vii) the number and any additional or different title or designation for each series of Bonds to be issued, (viii) the form in which the Bonds of each series shall be issued, (ix) the dates on which the Bonds of each series will mature, the principal amount to mature in each year, the rate of interest to be borne by each such maturity, the interest payment dates, and the initial date from which interest will accrue, (x) the dates, prices and other terms upon and at which the Bonds of each series shall be subject to redemption prior to maturity (including terms for optional and mandatory redemption), (xi) whether the Bonds will be issued as Tax - Exempt Bonds and/or Taxable Bonds, and (xii) all other terms and provisions of the Bonds and matters relating to the issuance, sale and delivery of the Bonds and the refunding of the Refunded Obligations, all of which shall be specified in the Pricing Certificate for each series of Bonds. The Authorized Officer may approve modifications to this Ordinance to conform to the terms of the Bonds, as approved by the Authorized Officer, and execute any instruments, agreements and other documents as the Authorized Officer shall deem necessary or appropriate in connection with the issuance, sale and delivery of Bonds pursuant to this Ordinance. The authority granted to the Authorized Officer under this Section 8.01(a) shall expire at 11:59 p.m., on the first anniversary of the date of this Ordinance (the "Expiration Date"), unless -25- 4148-7326-6224.7 otherwise extended by the City Council by separate action. Bonds sold pursuant to a Bond Purchase Contract executed on or before the Expiration Date may be delivered after such date. In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council hereby determines that the delegation of the authority to the Authorized Officer to approve the final terms and conditions of each series of the Bonds as set forth in this Ordinance is, and the decisions made by the Authorized Officer pursuant to such delegated authority and incorporated in a Pricing Certificate will be, in the best interests of the City and shall have the same force and effect as if such determination were made by the City Council, and the Authorized Officer is hereby authorized to make and include in a Pricing Certificate an appropriate finding to that effect. Any finding or determination made by the Authorized Officer relating to the issuance and sale of the Bonds and the execution of the Bond Purchase Contract in connection therewith shall have the same force and effect as a finding or determination made by the City Council. (b) The Authorized Officer is hereby authorized and directed to execute and deliver a purchase contract with respect to each series of Bonds (the "Bond Purchase Contract") in the form and on the terms approved by the Authorized Officer, and all other officers, agents and representatives of the City are hereby authorized to do any and all things necessary or desirable to satisfy the conditions set out therein and to provide for the issuance and delivery of the Bonds. (c) The form and substance of the Preliminary Official Statement, and any addenda, supplement or amendment thereto, are hereby in all respects approved and adopted for use in connection with the public offering and sale of each series of Bonds, with such appropriate variations as shall be approved by the Authorized Officer, and the Preliminary Official Statement is hereby deemed final as of its date within the meaning and for the purposes of paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The Authorized Officer is hereby authorized and directed to cause to be prepared a final Official Statement (the "Official Statement") incorporating applicable pricing information and other terms pertaining to each series of Bonds, and to execute the same by manual or facsimile signature and deliver appropriate numbers of executed copies thereof to the Underwriters. The Official Statement as thus approved, executed and delivered, with such appropriate variations as shall be approved by the Authorized Officer and the Underwriters, may be used by the Underwriters in the public offering and sale of the Bonds. The use and distribution of the Preliminary Official Statement, and the preliminary public offering of the Bonds by the Underwriters, is hereby approved and confirmed. (d) All officers of the City are authorized to execute such documents, certificates, receipts and other instruments as they may deem appropriate in order to consummate the delivery of the Bonds in accordance with the terms of sale therefor including, without limitation, the Bond Purchase Contract. (e) The obligation of the Underwriters to accept delivery of the Bonds is subject to the closing conditions set forth in the Bond Purchase Contract, including specifically the Underwriters being furnished with the final, approving opinion of Orrick, Herrington & Sutcliffe LLP, bond counsel for the City, which opinion shall be dated as of and delivered on the Closing Date. -26- 4148-7326-6224.7 Section 8.02 Control and Delivery of Bonds. (a) The Authorized Officer of the City is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining thereto pending investigation, examination, and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) After registration by the Comptroller of Public Accounts, delivery of the Bonds shall be made to the Underwriters under and subject to the general supervision and direction of the Authorized Officer, against receipt by the City of all amounts due to the City under the terms of sale. (c) In the event the Mayor or City Secretary is absent or otherwise unable to execute any document or take any action authorized herein, the Mayor Pro Tern and the Assistant City Secretary, respectively, shall be authorized to execute such documents and take such actions, and the performance of such duties by the Mayor Pro Tern and the Assistant City Secretary shall for the purposes of this Ordinance have the same force and effect as if such duties were performed by the Mayor and City Secretary, respectively. Section 8.03 Deposit of Proceeds. Proceeds from the sale of the Bonds shall be applied in accordance with the provisions set forth in the Pricing Certificate for such Bonds, which may provide for the creation of any special accounts deemed necessary or appropriate by the Authorized Officer. ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.01 Additional Bonds. In addition to the right to issue obligations of inferior lien as authorized by the laws of the State of Texas, the City hereby reserves the right to issue Additional Bonds which, when duly authorized and issued in compliance with the terms and conditions hereinafter appearing, shall be on a parity with the Previously Issued Bonds and the Bonds herein authorized, payable from and equally and ratably secured by a first lien on and pledge of the Net Revenues of the System. The Additional Bonds may be issued in one or more installments, provided, however, that none shall be issued unless and until the following conditions have been met: (a) The Mayor and Chief Financial Officer have certified that the City is not then in default as to any covenant, condition or obligation prescribed by any ordinance authorizing the issuance of Bonds Similarly Secured then Outstanding, including showings that all interest, sinking and reserve funds then provided for have been fully maintained in accordance with the provisions of said ordinances; (b) The applicable laws of the State of Texas in force at the time provide permission and authority for the issuance of such Additional Bonds and have been fully complied with; -27- 4148-7326-6224.7 (c) The Additional Bonds are made to mature on April 15 or October 15, or both, in each of the years in which they are provided to mature; (d) The Reserve Portion of the Bond Fund shall be accumulated and supplemented as necessary to maintain a sum which shall be not less than the Average Annual Debt Service requirements of all bonds secured by a first lien on and pledge of the Net Revenues of the System which will be outstanding upon the issuance of any series of Additional Bonds. Accordingly, each ordinance authorizing the issuance of any series of Additional Bonds shall provide for any required increase in the Reserve Portion, and if supplementation is necessary to meet all conditions of said Reserve Portion, said ordinances shall make provision that same be supplemented by the required amounts in equal monthly installments over a period of not to exceed sixty (60) calendar months from the dating of such Additional Bonds; (e) The City has secured a certificate or opinion from an independent certified public accountant to the effect that, according to the books and records of the City, the Net Revenues of the System were, during the last completed Fiscal Year, or during any consecutive twelve (12) months period of the last eighteen (18) consecutive months prior to the month of adoption of the ordinance authorizing the Additional Bonds, equal to at least 1.25 times the Average Annual Debt Service requirements of the Bonds Similarly Secured which will be outstanding upon the issuance of the Additional Bonds; and further demonstrating that for the same period as is employed in arriving at the aforementioned test said Net Revenues were equal to at least 1.10 times the maximum annual principal and interest requirements of all Bonds Similarly Secured as will be outstanding upon the issuance of the Additional Bonds. In making a determination of the Net Revenues, the certified public accountant may take into consideration a change in the charges for services afforded by the System that became effective at least 60 days prior to the last day of the period for which Revenues are determined and, for purposes of satisfying the above Net Revenues test, make a pro -forma determination of the Net Revenues of the System for the period of time covered by his certification or opinion based on such change in charges being in effect for the entire period covered by the certificate or opinion of the certified public accountant. When thus issued, such Additional Bonds may be secured by a pledge of the Net Revenues of the System on a parity in all things with the pledge securing the issuance of the Bonds and the Previously Issued Bonds. Section 9.02 Rates and Charges. The City hereby covenants and agrees with the owners of the Bonds that rates and charges for electric power and energy afforded by the System will be established and maintained to provide revenues sufficient at all times to pay: (a) all necessary and reasonable expenses of operating and maintaining the System as set forth in the definition "Net Revenues" and to recover depreciation; (b) the amounts required to be deposited to the Bond Fund to pay the principal of and interest on the Bonds Similarly Secured as the same becomes due and payable and to accumulate and maintain the reserve amount required to be deposited therein; and -28- 4148-7326-6224.7 (c) any other legally incurred indebtedness payable from the revenues of the System and/or secured by a lien on the System or the revenues thereof. Section 9.03 Maintenance and Operation; Insurance. In regard to the operations and properties of the System, the City agrees to carry and maintain liability and property damage insurance of the kind and in the amounts customarily carried by municipal corporations in Texas on such kind of properties; provided, however, the City, in lieu of and/or in combination with carrying such insurance, may self -insure against all perils and risks by establishing self-insurance reserves. Section 9.04 Records, Accounts Accounting Reports. The City hereby covenants and agrees while any of the Bonds or any interest thereon remain Outstanding and unpaid, it will keep and maintain a proper and complete system of records and accounts pertaining to the operation of the System separate and apart from all other records and accounts of the City in accordance with generally accepted accounting principles prescribed for municipal corporations, and complete and correct entries shall be made of all transactions relating to said System, as provided by applicable law. The Owner of any Bonds, or any duly authorized agent or agents of such Owner, shall have the right at all reasonable times to inspect all such records, accounts and data relating thereto and to inspect the System and all properties comprising the same. The City filrther agrees that as soon as possible following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants. Each such audit, in addition to whatever other matters may be thought proper by the certified public accountant, shall particularly include the following: (a) A detailed statement of the income and expenditures of the System for such Fiscal Year; (b) A balance sheet as of the end of such Fiscal Year; (c) The comments of such accountant regarding the manner in which the City has complied with the covenants and requirements of this Ordinance and his recommendations for any changes or improvements in the operation, records and accounts of the System; (d) A list of the insurance policies in force at the end of the Fiscal Year on the System properties, setting out as to each policy the amount thereof, the risk covered, the name of the insurer, and the policy's expiration date; (e) A list of the securities which have been on deposit as security for the money in the Bond Fund throughout the Fiscal Year and a list of the securities, if any, in which the Reserve Portion of the Bond Fund has been invested; and (f) The total number of metered and unmetered customers, if any, connected with the System at the end of the Fiscal Year. Expenses incurred in making the audits above referred to are to be regarded as maintenance and operating expenses of the System and paid as such. Copies of the aforesaid annual audit shall -29- 4148-7326-6224.7 be furnished upon written request to the original purchasers and any subsequent Owners of the Bonds. Section 9.05 Further Covenants. The City hereby further covenants and agrees as follows: (a) That it has the lawful power to pledge the Net Revenues to the payment of the Bonds and has lawfully exercised said power under the Constitution and laws of the State of Texas; that the Previously Issued Bonds, the Bonds and the Additional Bonds, when issued, shall be ratably secured under said pledge in such manner that one bond shall have no preference over any other bond of said issues. (b) That, other than for the payment of the Previously Issued Bonds and the Bonds, the Net Revenues are not in any manner now pledged to the payment of any debt or obligation of the City or of the System on a parity with the Previously Issued Bonds and the Bonds. (c) That, for so long as any of the Bonds or any interest thereon remain Outstanding, the City will not sell, lease or encumber the System or any substantial part thereof; provided, however, this covenant shall not be construed to prohibit the sale of such machinery, or other properties or equipment which has become obsolete or otherwise unsuited to the efficient operation of the System when other property of equal value has been substituted therefor, and, also, with the exception of the Additional Bonds expressly permitted by this Ordinance to be issued, it will not encumber the Net Revenues unless such encumbrance is made junior and subordinate to all of the provisions of this Ordinance. In the event the City sells the System, the City will use proceeds of such sale to provide for final payment of the Bonds, the Previously Issued Bonds, and any Additional Bonds. (d) That, it will cause to be rendered monthly to each customer receiving electric services a statement therefor and will not accept payment of less than all of any statement so rendered, using its power under existing ordinances and under all such ordinances to become effective in the future to enforce payment, to withhold service from such delinquent customers and to enforce and authorize reconnection charges. (e) That it will faithfully and punctually perform all duties with respect to the System required by the Constitution and laws of the State of Texas, including the making and collecting of reasonable and sufficient rates for services supplied by the System, and the segregation and application of the revenues of the System as required by the provisions of this Ordinance. (f) That no free service shall be provided by the System and to the extent the City or its departments or agencies utilize the services provided by the System, payment shall be made therefor at rates charged to others for similar service. Section 9.06 Other Representations and Covenants. (a) The City will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance; the City will promptly pay or cause to be paid the principal of, premium, if any, and interest on each Bond on the dates and at the places and -30- 4148-7326-6224.7 manner prescribed in such Bond; and the City will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The City is duly authorized under the laws of the State of Texas to issue the Bonds; all action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the City in accordance with their terms. Section 9.07 Federal Income Tax Exclusion of Interest on Tax -Exempt Bonds. (a) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which, if made or omitted, respectively, would cause the interest on such Tax -Exempt Bond to become includable in the gross income, as defined in Section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City shall have received a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Tax -Exempt Bond, the City shall comply with each of the specific covenants in this Section. (b) No Private Use or Private Payments. Except as permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall, at all times after the Issue Date of any Tax -Exempt Bond and prior to the last stated maturity of the Tax -Exempt Bonds (i) exclusively own, operate, and possess all property the acquisition, construction, or improvement of which is to be financed directly or indirectly with Gross Proceeds of such Tax -Exempt Bond (including property financed with Gross Proceeds of the Refunded Obligations or notes or bonds refunded by the Refunded Obligations) and not use or permit the use of such Gross Proceeds or any property acquired, constructed, or improved with such Gross Proceeds in any activity carried on by any person or entity other than a state or local government, unless such use is solely as a member of the general public, or (ii) not directly or indirectly impose or accept any charge or other payment for use of Gross Proceeds of such Tax -Exempt Bond or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with such Gross Proceeds (including property financed with Gross Proceeds of the Refunded Obligations or notes or bonds refunded by the Refunded Obligations) other than taxes of general application and interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (c) No Private Loan. Except to the extent permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of such Tax -Exempt Bond to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, Gross Proceeds are considered to be "loaned" to a person or entity if (1) property acquired, constructed or improved with Gross Proceeds (including property -31- 4148-7326-6224.7 financed with Gross Proceeds of the Refunded Obligations or notes or bonds refunded by the Refunded Obligations) is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes, (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or such property are otherwise transferred in a transaction which is the economic equivalent of a loan. (d) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the final stated maturity or final payment of such Tax -Exempt Bond, directly or indirectly invest Gross Proceeds of such Tax -Exempt Bond in any Investment (or use such Gross Proceeds to replace money so invested), if as a result of such investment the Yield of all Investments allocated to such Gross Proceeds whether then held or previously disposed of, exceeds the Yield on the Tax - Exempt Bonds. (e) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Tax -Exempt Bonds to be federally guaranteed within the meaning of Section 149(b) of the Code and the Regulations and rulings thereunder. (f) Information Report. The City shall timely file with the Secretary of the Treasury the information required by Section 149(e) of the Code with respect to the Tax -Exempt Bonds on such forms and in such place as such Secretary may prescribe. (g) Payment of Rebate Amount. Except to the extent otherwise provided in Section 148(f) of the Code and the Regulations and rulings thereunder, the City shall: (i) account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of such accounting for at least six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of the Tax -Exempt Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith, (ii) calculate the Rebate Amount with respect to the Tax -Exempt Bonds not less frequently than each Computation Date, in accordance with rules set forth in Section 148(f) of the Code, Section 1.148-3 of the Regulations, and the rulings thereunder. The City shall maintain a copy of such calculations for at least six years after the final Computation Date, (iii) as additional consideration for the purchase of the Tax -Exempt Bonds by the initial purchaser thereof and the loan of the money represented thereby, and in order to induce such purchase by measures designed to ensure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, pay to the United States the amount described in paragraph (ii) above at the times, in the installments, to the place, in the manner and accompanied by such forms or other -32- 4148-7326-6224.7 information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder, and (iv) exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (ii) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any interest and any penalty required by the Regulations. (h) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at anu's length and had the Yield of the Tax -Exempt Bonds, not been relevant to either party. (i) Not Hedge Bonds. The City did not invest more than 50 percent of the Proceeds of any series of the Refunded Obligations (or, if applicable, the obligations refunded by the Refunded Obligations (the "Original Bonds")) in Nonpurpose Investments having a guaranteed yield for four years or more. On the Issue Date of the Refunded Obligations, or, if applicable, the Original Bonds, the City reasonably expected that at least 85 percent of the Net Sale Proceeds of each series of the Refunded Obligations, or, if applicable, the Original Bonds, would be used to carry out the governmental purpose of such series within three years after the Issue Date of such series. Section 9.08 Disposition of Project. The City covenants that the property financed or refinanced with the proceeds of the Tax -Exempt Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of a nationally -recognized bond counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Tax -Exempt Bonds. For purposes of this Section, the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of a nationally -recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. ARTICLE X DEFAULT AND REMEDIES Section 10.01 Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (a) defaults in payments to be made to the Bond Fund as required by this Ordinance; or (b) defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Ordinance. -33- 4148-7326-6224.7 Section 10.02 Remedies for Default. (a) Upon the happening of any Event of Default, then any Owner or an authorized representative thereof, including but not limited to, a trustee or trustees therefor, may proceed against the City for the purpose of protecting and enforcing the rights of the Owners under this Ordinance and shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the City Council and other officers of the City to observe and perform any covenant, condition or obligation prescribed in this Ordinance. (b) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Owners of Bonds then Outstanding. Section 10.03 Remedies Not Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein, and every such right or power may be exercised from time to time and as often as may be deemed expedient. ARTICLE XI DISCHARGE Section 11.01 Discharge. Except as otherwise provided in the Pricing Certificate, the Bonds may be defeased, discharged or refunded in any manner permitted by applicable law. ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section 12.01 Annual Reports. (a) The City shall provide annually to the MSRB, (1) within six (6) months after the end of each fiscal year of the City, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 8.01 of this Ordinance, being information of the type described in Exhibit A hereto, including financial statements of the City if audited financial statements of the City are then available, and (2) if not provided as part such financial information and operating data, audited financial statements of the -34- 4148-7326-6224.7 City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit A, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within twelve (12) months after any such fiscal year end, then the City shall file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. (b) If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. (c) The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific referenced to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. Section 12.02 Event Notices. (a) The City shall notify the MSRB, in a timely manner (not in excess of ten (10) business days after the occurrence of an event), of any of the following events with respect to the Bonds: (i) principal and interest payment delinquencies; nonpayment related defaults, if material; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (vii) modifications to rights of Owners, if material; (viii) Bond calls, if material, and tender offers; (ix) defeasances; -3 5- 4148-7326-6224.7 (x) release, substitution, or sale of property securing repayment of the Bonds, if material; (xi) rating changes; (xii) bankruptcy, insolvency, receivership or similar event of the City; (xiii) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) appointment of a successor trustee or change in the name of the trustee, if material; (xv) incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (xvi) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. As used in clause (xii) above, the phrase "bankruptcy, insolvency, receivership or similar event' means the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court of governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if jurisdiction has been assumed by leaving the City Council and official or officers of the City in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City intends the words used in the preceding paragraphs (xv) and (xvi) and the definition of Financial Obligation to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. (b) The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with Section 12.01 of this Ordinance by the time required by such Section. Section 12.03 Identifying Information. All documents provided to the MSRB pursuant to this Article shall be provided in an electronic format and be accompanied by identifying information as prescribed by the MSRB. -36- 4148-7326-6224.7 Section 12.04 Limitations, Disclaimers and Amendments. (a) The City shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any Bond calls and any defeasances that cause the City to be no longer an "obligated person." (b) The provisions of this Article are for the sole benefit of the Owners and beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (c) No default by the City in observing or performing its obligations under this Article shall constitute a breach of or default under the Ordinance for purposes of any other provisions of this Ordinance. (d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. (e) The provisions of this Article may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (i) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal amount (or any greater amount required by any other provisions of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (B) an entity or individual person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Owners and beneficial owners of the Bonds. If the City so amends the provisions of this Article, it shall include with any amended financial information or operating data next provided in accordance with Section 12.01 an -37- 4I48-7326-6224.7 explanation, in narrative form, of the reasons for the amendment and of the impact of any change in type of financial information or operating data so provided. ARTICLE XIII AMENDMENTS; ATTORNEY GENERAL MODIFICATION Section 13.01 Amendments. (a) This Ordinance shall constitute a contract with the Owners, be binding on the City, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without consent of or notice to any Owners, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of the Owners of the Bonds holding a majority in aggregate principal amount of the Bonds then Outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Owners of Outstanding Bonds, no such amendment, addition, or rescission shall (i) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terns of payment of the principal of, premium, if any, or interest on the Bonds, (ii) give any preference to any Bond over any other Bond, or (iii) reduce the aggregate principal amount of Bonds required to be held by Owners for consent to any such amendment, addition, or rescission. (b) From and after the date that all of the Previously Issued Bonds dated on or before August 31, 2021, are no longer Outstanding, the provisions of subsection (c) of this Section 13.01 shall apply to the Bonds and any Additional Bonds, and the provisions contained in subsection (a) of this Section 13.01 shall be of no force and effect. Prior to such date, the provisions of subsection (c) of this Section 13.01 shall be of no force or effect. (c) This Ordinance shall constitute a contract with the Owners, be binding on the City, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without consent of or notice to any Owners, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. The Owners of the Bonds Similarly Secured aggregating a majority in principal amount of then Outstanding Bonds Similarly Secured shall have the right from time to time to approve, in writing, any amendment to this Ordinance; provided, however, that without the consent of the Owners of all of the Bonds Similarly Secured at the time Outstanding, nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Ordinance or in the Bonds Similarly Secured so as to: (i) Make any change in the maturity of the Outstanding Bonds Similarly Secured; -38- 4148-7326-6224.7 (ii) Reduce the rate of interest borne by any of the Outstanding Bonds Similarly Secured; (iii) Reduce the amount of the principal payable on the Outstanding Bonds Similarly Secured; (iv) Modify the terms of payment of principal of or interest on the Outstanding Bonds Similarly Secured or impose any conditions with respect to such payment; (v) Affect the rights of the holders of less than all of the Bonds Similarly Secured then Outstanding; or (vi) Change the minimum percentage of the principal amount of Bonds Similarly Secured necessary for consent to such amendment. Section 13.02 Attorney General Modification. In order to obtain the approval of the Bonds by the Attorney General of the State of Texas, any provision of this Ordinance may be modified, altered or amended after the date of its adoption if required by the Attorney General in connection with the Attorney General's examination as to the legality of the Bonds and approval thereof in accordance with the applicable law. Such changes, if any, shall be provided to the City Secretary and the City Secretary shall insert such changes into this Ordinance as if approved on the date hereof. ARTICLE XIV REDEMPTION OF REFUNDED OBLIGATIONS; APPROVAL OF ESCROW AGREEMENT; PURCHASE OF ESCROWED SECURITIES Section 14.01 Redemption of Refunded Obligations. (a) To the extent that the Refunded Obligations are being repaid prior to maturity, the City hereby calls the Refunded Obligations for redemption prior to maturity on the dates and at the prices set forth in the Pricing Certificate. (b) To the extent that the Refunded Obligations are being repaid prior to maturity, the Authorized Officer is hereby authorized and directed to cause a copy of this Ordinance (or other satisfactory evidence that the Refunded Obligations are being called for redemption) to be delivered to each paying agent/registrar for the Refunded Obligations, the delivery of which shall constitute notice of redemption and notice of defeasance to such paying agent/registrar. If the Refunded Obligations are being paid at maturity, the Authorized Officer is hereby authorized to give such notice of repayment as may be necessary or appropriate. Section 14.02 Escrow Securities. The Mayor and the Authorized Officer, either or both, are hereby authorized (but are not required) to make necessary arrangements for the purchase of the Escrow Securities, if any, referenced in the Escrow Agreement, as may be necessary for the Escrow Fund and the application -39- 4148-7326-6224.7 for the acquisition of the Escrow Securities is hereby approved and ratified. Following the deposits to the Escrow Fund as specified herein and in the Pricing Certificate, the Refunded Obligations shall be payable solely from and secured by such deposits. Section 14.03 Arrangements for Defeasance of Refunded Obligations. The Authorized Officer may (but is not required to) execute and deliver an escrow agreement, a deposit agreement or a similar agreement (each an "Escrow Agreement") or a letter of instructions or any other instrument relating to the safekeeping, investment, administration and disposition of moneys deposited to effect the defeasance of the Refunded Obligations in such form and subject to such terms and conditions as the Authorized Officer determines may be necessary or convenient to carry out the intent and purpose of this Ordinance. Section 14.04 Notice of Redemption. Each paying agent/registrar for the Refunded Obligations is hereby authorized and directed to give notice of redemption and deposit with respect to the Refunded Obligations as required under the ordinance pursuant to which the Refunded Obligations were issued. ARTICLE XV EFFECTIVE IMMEDIATELY Section 15.01 Effective Immediately. Notwithstanding the provisions of the City Charter, this Ordinance shall become effective immediately upon its adoption at this meeting pursuant to Section 1201.028, Texas Government Code. [Signature Page Follotivs] -40- 4148-7326-6224.7 PRESENTED, FINALLY PASSED AND APPROVED, AND EFFECTIVE on the loth day of August, 2021, at a regular meeting of the City Council of the City of Lubbock, Texas. —�—j -- DANIEL M. POPE, Mayor ATTEST: 1�' ARE ECCA GARZA, it ecretary APPROVED AS TO CONTENT: By: D. BLU KOSTELICH, Chief Financial Officer APPROVED AS TO FORM: By: JER v V. KYLE, JR., Bond Counsel 4148-7326-6224.7 Signature Page for Ordinance SCHEDULEI REFUNDED OBLIGATION CANDIDATES • All of the outstanding obligations issued pursuant to the City's Electric Light and Power System Revenue Revolving Note Program established by an ordinance adopted on April 23, 2019. Schedule I-1 4148-7326-6224.7 EXHIBIT A DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION' The following information is referred to in Article XII of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Article are as specified (and included in the Appendix or other headings of the Official Statement referred to) below: l . Statistical and financial data set forth in the Official Statement in "APPENDIX A - FINANCIAL INFORMATION REGARDING THE SYSTEM" (Tables 1-13). 2. The portions of the financial statements of the City appended to the Official Statement as APPENDIX B, but for the most recently concluded fiscal year. 3. The portions of the financial statements of Lubbock Power & Light appended to the Official Statement as APPENDIX C, but for the most recently concluded fiscal year. Accounting Principles The accounting principles referred to in such Article XII are the accounting principles described in the notes to the respective financial statements appended to the Official Statement. Subject to any changes prescribed by the Pricing Certificate. Exhibit A-1 4148-7326-6224.7 EXHIBIT B SALE PARAMETERS In accordance with Section 8.01(a) of the Ordinance, the following conditions with respect to the Bonds must be satisfied in order for the Authorized Officer to act on behalf of the City in selling and delivering the Bonds to the Underwriters: (a) the price to be paid for the Bonds shall be not less than 90% of the aggregate principal amount of the Bonds; (b) the Bonds shall not bear interest at a rate greater than the maximum rate allowed by Chapter 1204, Texas Government Code, as amended; (c) the aggregate principal amount of the Bonds shall produce proceeds in an amount sufficient to fund the purposes described in Section 3.01 and such aggregate principal amount shall not exceed the maximum amount authorized in Section 3.01; (d) the maximum maturity for the Bonds shall not exceed thirty-one (31) years from the date of their delivery; and (e) the Bonds to be issued, prior to delivery, must have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations. Exhibit B-1 4148-7326-6224.7 EXHIBIT C FORM OF THE BONDS The form of the Bonds shall be generally in the form set forth below, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas to accompany the initially delivered Bonds, the form of Certificate of the Paying Agent/Registrar and the form of Assignment appearing on the Bonds shall be substantially as follows, provided however, that the substantially final form of the Bonds shall be set forth in or attached to the Pricing Certificate and shall incorporate and reflect the final terms of the Bonds set forth in the Pricing Certificate: (a) Form of Bond. REGISTERED No. United States of America State of Texas County of Lubbock REGISTERED CITY OF LUBBOCK, TEXAS ELECTRIC LIGHT AND POWER SYSTEM REVENUE BOND SERIES 2021 INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER: I The City of Lubbock (the "City"), in the County of Lubbock, State of Texas, for value received, hereby promises to pay to or registered assigns, but solely from the sources and in the manner hereinafter provided, on the Maturity Date specified above, the sum of DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provided for, and to pay interest on such principal amount from the later of 2 or the most recent interest payment date to which interest has been paid or provided for until payment of such principal amount has been paid or provided for, at the ' Information to be inserted from Pricing Certificate. ' Information to be inserted from Pricing Certificate. Exhibit C-1 4148-7326-6224.7 per annum rate of interest specified above, computed on the basis of a 360- day year of twelve 30- day months, such interest to be paid semiannually on April 15 and October 15 of each year, commencing .3 All capitalized terms used herein but not defined shall have the meaning assigned to them in the Ordinance (defined below). The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate office in (the "Designated Payment/Transfer Office"), of, the initial Paying Agent/Registrar, or, with respect to a successor Paying Agent/Registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the interest payment date, and mailed by the Paying Agent/Registrar to the registered owner at the address shown on the Register kept by the Paying Agent/Registrar, or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the registered owner; provided, however, such registered owner shall bear all risk and expense of such other banking arrangement. For the purpose of the payment of interest on this Bond, the registered owner shall be the person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the last Business Day of the month next preceding an Interest Payment Date. If the date for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, legal holiday or day on which banking institutions in the city where the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday or day on which banking institutions are required or authorized to close and payment on such date shall for all purposes be deemed to have been made on the original date payment was due. This Bond is one of a series of fully registered bonds specified in the title hereof issued in the aggregate principal amount of $ 4 (herein referred to as the "Bonds"), issued pursuant to the authority provided by Chapters 1207, 1371 and 1502, Texas Government Code, as amended, and a certain ordinance of the City (the "Ordinance"), for the purposes of (i) paying the costs of acquiring, purchasing, constructing, improving, renovating, enlarging, and/or equipping property, buildings, structures, facilities, and/or related infrastructure for the System, (ii) refunding the Refunded Obligations (as defined in the Ordinance), (iii) funding the reserve fund requirement for the Bonds, and (iv) paying the costs of issuing the Bonds and refunding the Refunded Obligations. The Bonds, together with certain outstanding parity lien revenue bonds of the City, are secured by and payable solely from a first lien on and pledge of the Net Revenues of the System, as provided or incorporated by reference in the Ordinance. The Bonds constitute special obligations of the City payable solely from the sources and in the manner set forth herein and in the Ordinance and not from any other revenues, funds or assets of the City. ' Information to be inserted from Pricing Certificate. Information to be inserted from Pricing Certificate. Exhibit C-2 4148-7326-6224.7 The City has reserved the right, subject to the restrictions stated or incorporated by reference in the Ordinance, to issue additional parity revenue bonds that may be secured in the same manner and on a parity with the Bonds and the Previously Issued Bonds. [The City has reserved the option to redeem the Bonds maturing on or after April 15, 20 , before their respective scheduled maturities in whole or in part on April 15, 20_, or on any date thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus accrued interest to the date fixed for redemption. If less than all of the Bonds are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portion thereof, within such maturity and in such principal amounts, for redemption.]5 [Bonds maturing on April 15, 20_ (the "Term Bonds") are subject to mandatory sinking fund redemption prior to their scheduled maturity, and will be redeemed by the City, in part at a redemption price equal to the principal amount thereof, without premium, plus interest accrued to the redemption date, on the dates and in the principal amounts shown in the following schedule: Term Bonds Maturing April 15, 20 Redemption Date Principal Amount April 15, 20_ April 15, 20 April 15, 20_ (maturity) The Paying Agent/Registrar will select by lot or by any other customary method that results in a random selection the specific Terin Bonds (or with respect to Term Bonds having a denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory redemption. The principal amount of Term Bonds required to be redeemed on any redemption date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be reduced, at the option of the City, by the principal amount of any Term Bonds which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption.]6 Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. Subject to the right of the City to give a conditional notice of redemption with respect to an optional redemption, as described below, notice having been so given, the Bonds or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice; from and after such date, 5 Information to be inserted from Pricing Certificate. Insert mandatory sinking fund redemption provisions, if any, and revise as necessary to conform to the Pricing Certificate. Exhibit C-3 4148-7326-6224.7 notwithstanding that any of the Bonds or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue. Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. In the Ordinance, the City reserves the right in the case of an optional redemption to give notice of its election or direction to redeem Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date or (ii) that the City retains the right to rescind such notice at any time prior to the scheduled redemption date if the City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice, and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected owners. Any Bonds subject to conditional redemption where redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an event of default. Further, in the case of a conditional redemption, the failure of the City to make moneys and/or authorized securities available in part or in whole on or before the redemption date shall not constitute an event of default. As provided in the Ordinance and subject to certain limitations therein set forth, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar; thereupon, one or more new fully registered Bonds of the same stated maturity, of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The City, the Paying Agent/Registrar, and any other person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Bond is registered on the Record Date) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Paying Agent/Registrar, nor any such agent shall be affected by notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that this Bond has been duly and validly issued and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the issuance and delivery of this Bond have been performed, existed, and been done in accordance with law; that the Bonds do not exceed any constitutional or statutory limitation; and that provision has been made for the payment of the principal of and interest on the Bonds by irrevocably pledging the net revenues of the System, as hereinabove recited. Exhibit C-4 4148-7326-6224.7 The registered owner hereof shall never have the right to demand payment of this Bond out of any funds raised or to be raised by taxation. IN WITNESS WHEREOF, the City has caused this Bond to be executed in its name by the manual or facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature of the City Secretary, and the offici4sealas been duly impressed or placed in facsimile on this Bond. MayoTexas City ecretary, City of L b ck, Texas [SEAL] Exhibit C-5 4148-7326-6224.7 (b) Form of Comptroller's Registration Certificate. The following Comptroller's Registration Certificate may be deleted from the definitive Bonds if such Certificate on the initial Bond is fully executed. OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS OF THE STATE OF TEXAS REGISTER NO. I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding special obligation of the City of Lubbock, Texas, payable from the revenues pledged to its payment by and in the ordinance authorizing same and that said bond has this day been registered by me. Witness my hand and seal of office at Austin, Texas, Comptroller of Public Accounts of the State of Texas (c) Form of Certificate of Paying Agent/Registrar. The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond if the Comptroller's Registration Certificate appears thereon. CERTIFICATE OF PAYING AGENT/REGISTRAR It is hereby certified that this Bond has been issued under the provisions of the Ordinance described on this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or portion of a bond or bonds of an issue which was originally approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas as shown in the records kept by the undersigned. as Paying Agent/Registrar By: Authorized Representative Dated: Exhibit C-6 4148-7326-6224.7 (d) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): (Social Security or other identifying number: the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Dated: Signature Guaranteed By: Authorized Signatory NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. (e) The Initial Bond shall be in the form set forth in subsections (a), (b) and (d) of this Section, except for the following alterations: (i) immediately under the name of the Bond (which name shall be set forth in the Pricing Certificate), the headings "INTEREST RATE" and "MATURITY DATE" shall be completed with the words "As shown below"; (ii) in the first paragraph of the Bond, the words "on the Maturity Date specified above" shall be deleted and the following will be inserted: "on April 15 in each of the years, in the principal installments and bearing interest at the per annum rates in accordance with the following schedule: Year 4148-7326-6224.7 Principal Installment Interest Rate (Information to be inserted from the Pricing Certificate) the Initial Bond shall be numbered T-1. Exhibit C-7 PAYING AGENT/REGISTRAR AGREEMENT between CITY OF LUBBOCK, TEXAS and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Pertaining to City of Lubbock, Texas Electric Light and Power System Revenue Bonds Series 2021 Dated as of August 10, 2021 415448034864.1 PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT (the or this "Agreement"), dated as of the date set forth on the cover page hereof, is by and between CITY OF LUBBOCK, TEXAS (the "Issuer"), and The Bank of New York Mellon Trust Company, N.A. (the "Bank"), a national banking association. WHEREAS, the Issuer has duly authorized and provided for the issuance of the Bonds (defined below) to be issued as registered securities without coupons; and WHEREAS, all things necessary to make the Bonds the valid obligations of the Issuer, in accordance with their terms, will be taken upon the issuance and delivery thereof, and WHEREAS, the Issuer is desirous that the Bank act as the Paying Agent of the Issuer in paying the principal, redemption premium, if any, and interest on the Bonds, in accordance with the terms thereof, and that the Bank act as Registrar for the Bonds; and WHEREAS, the Issuer has duly authorized the execution and delivery of this Agreement, and all things necessary to make this Agreement the valid agreement of the Issuer, in accordance with its terms, have been done; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE I APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. (a) The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds in paying to the Owners of the Bonds the principal, redemption premium, if any, and interest on all or any of the Bonds. (b) The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. (c) The Bank hereby accepts its appointment, and agrees to act as, the Paying Agent and Registrar. Section 1.02. Compensation. (a) As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Appendix A attached hereto for the first year of this Agreement, or such part thereof as this Agreement shall be in effect, and thereafter while this Agreement is in effect, the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. 4154-4803-4864.1 (b) In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof, including the reasonable compensation and the expenses and disbursements of its agents and counsel. ARTICLE II DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms have the following meanings when used in this Agreement: "Bank" means The Bank of New York Mellon Trust Company, N.A. "Bank Office" means the Bank's office in Dallas, Texas. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond" or "Bonds" means, collectively, any or all of the Issuer's Electric Light and Power System Revenue Bonds, Series 2021. "Bond Ordinance" means the ordinance of the City Council of the Issuer authorizing the issuance and delivery of the Bonds and, if applicable, the pricing certificate executed pursuant thereto. "Business Day" means any day which is not a Saturday, Sunday or legal holiday or day on which banking institutions in New York, New York are required or authorized by law or executive order to close. "Financial Advisor" means RBC Capital Markets, LLC. "Fiscal Year" means the 12 month period ending September 30th of each year. "Issuer" means the City of Lubbock, Texas. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor of the Issuer, or any other authorized representative of the Issuer and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized by applicable law to be closed. "Owner" means the Person in whose name a Bond is registered in the Register. "Paying Agent" means the Bank when it is performing the functions associated with the terms in this Agreement. 2 415448034864.1 "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision of a government. "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same obligation as that evidenced by such particular Bond (and, for the purposes of this definition, any Bond registered and delivered under Section 4.06 in lieu of a mutilated, lost, destroyed or stolen Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed or stolen Bond). "Record Date" means the last Business Day of the month next preceding an interest payment date established by the Bond Ordinance. "Register" means a register in which the Issuer shall provide for the registration and transfer of Bonds. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice Chairman of the Board of Directors, the Chairman or Vice Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Stated Maturity" means the date or dates specified in the Bond Ordinance as the fixed date on which the principal of the Bonds is due and payable or the date fixed in accordance with the terms of the Bond Ordinance for redemption of the Bonds, or any portion thereof, prior to the fixed maturity date. ARTICLE III PAYING AGENT Section 3.01. Duties of Paving Agent. (a) The Bank, as Paying Agent and on behalf of the Issuer, shall pay to the Owner, at the Stated Maturity and upon the surrender of the Bond or Bonds so maturing at the Bank Office, the principal amount of the Bond or Bonds then maturing, and redemption premium, if any, provided that the Bank shall have been provided by or on behalf of the Issuer adequate funds to make such payment. (b) The Bank, as Paying Agent and on behalf of the Issuer, shall pay interest when due on the Bonds to each Owner of the Bonds (or their Predecessor Bonds) as shown in the Register at the close of business on the Record Date, provided that the Bank shall have been provided by or on behalf of the Issuer adequate funds to make such payments; such payments shall be made by computing the amount of interest to be paid each Owner, preparing the checks, and mailing the 4154-4803-4864.1 checks on each interest payment date addressed to each Owner's address as it appears in the Register on the Record Date. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of, redemption premium, if any, and interest on the Bonds at the dates specified in the Bond Ordinance. Section 3.03. Merger, Conversion, Consolidation, or Succession. Any corporation into which the Paying Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Paying Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Paying Agent shall be the successor of the Paying Agent hereunder without the execution or filing of any paper or any further act on the part of either of the parties hereto. ARTICLE IV REGISTRAR Section 4.01. Transfer and Exchange. (a) The Issuer shall keep the Register at the Bank Office, and subject to such reasonable written regulations as the Issuer may prescribe, which regulations shall be furnished to the Bank herewith or subsequent hereto by Issuer Order, the Issuer shall provide for the registration and transfer of the Bonds. The Bank is hereby appointed "Registrar" for the purpose of registering and transferring the Bonds as herein provided. The Bank agrees to maintain the Register while it is Registrar. The Bank agrees to at all times maintain a copy of the Register at its office located in the State of Texas. (b) The Bank as Registrar hereby agrees that at any time while any Bond is outstanding, the Owner may deliver such Bond to the Registrar for transfer or exchange, accompanied by instructions from the Owner, or the duly authorized designee of the Owner, designating the persons, the maturities, and the principal amounts to and in which such Bond is to be transferred and the addresses of such persons; the Registrar shall thereupon, within not more than three (3) business days, register and deliver such Bond or Bonds as provided in such instructions. The provisions of the Bond Ordinance shall control the procedures for transfer or exchange set forth herein to the extent such procedures are in conflict with the provisions of the Bond Ordinance. (c) Every Bond surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed in a manner satisfactory to the Bank, duly executed by the Owner thereof or his attorney duly authorized in writing. (d) The Bank may request any supporting documentation it feels necessary to effect a re -registration. Section 4.02. The Bonds. The Issuer shall provide an adequate inventory of unregistered Bonds to facilitate transfers. The Bank covenants that it will maintain the unregistered Bonds in safekeeping and will use reasonable care in maintaining such unregistered Bonds in safekeeping, 4 4154-4803-4864.1 which shall be not less than the care it maintains for debt securities of other governments or corporations for which it serves as registrar, or which it maintains for its own securities. Section 4.03. Form of Register. (a) The Bank as Registrar will maintain the records of the Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Register in any form other than a form which the Bank has currently available and currently utilizes at the time. (b) The Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Owners. (a) The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the cost, if any, of reproduction, a copy of the information contained in the Register. The Issuer may also inspect the information in the Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. (b) The Bank will not release or disclose the content of the Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a subpoena or court order or as otherwise required by law. Upon receipt of a subpoena or court order the Bank will notify the Issuer so that the Issuer may contest the subpoena or court order. Section 4.05. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously certified or registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bank. All cancelled Bonds held by the Bank shall be disposed of pursuant to the Securities Exchange Act of 1934, as amended. Section 4.06. Mutilated, Destroyed, Lost, or Stolen Bonds. (a) Subject to the provisions of this Section 4.06, the Issuer hereby instructs the Bank to deliver fully registered Bonds in exchange for or in lieu of mutilated, destroyed, lost, or stolen Bonds as long as the same does not result in an over -issuance. (b) If (i) any mutilated Bond is surrendered to the Bank, or the Issuer and the Bank receives evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is delivered to the Issuer and the Bank such security or indemnity as may be required by the Bank to save and hold each of them harmless, then in the absence of notice to the Issuer or the Bank that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Bank shall register and deliver, in exchange for or in lieu of any such mutilated, 4154-4803-4864.1 destroyed, lost, or stolen Bond, a new Bond of the same stated maturity and of like tenor and principal amount bearing a number not contemporaneously outstanding. (c) Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the Bond Ordinance equally and ratably with all other outstanding Bonds. (d) Upon the satisfaction of the Bank and the Issuer that a Bond has been mutilated, destroyed, lost, or stolen, and upon receipt by the Bank and the Issuer of such indemnity or security as they may require, the Bank shall cancel the Bond number on the Bond registered with a notation in the Register that said Bond has been mutilated, destroyed, lost, or stolen; and a new Bond shall be issued of the same series and of like tenor and principal amount bearing a number, according to the Register, not contemporaneously outstanding. (e) The Bank may charge the Owner the Bank's fees and expenses in connection with issuing a new Bond in lieu of or exchange for a mutilated, destroyed, lost, or stolen Bond. (f) The Issuer hereby accepts the Bank's current blanket bond for lost, stolen, or destroyed Bonds and any future substitute blanket bond for lost, stolen, or destroyed Bonds that the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to it and meets the Issuer's requirements as to security or indemnity. The Bank need not notify the Issuer of any changes in the security or other company giving such bond or the terms of any such bond, provided that the amount of such bond is not reduced below the amount of the bond on the date of execution of this Agreement. The blanket bond then utilized by the Bank for lost, stolen, or destroyed Bonds by the Bank is available for inspection by the Issuer on request. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Bonds it has paid pursuant to Section 3.01; Bonds it has delivered upon the transfer or exchange of any Bonds pursuant to Section 4.01; and Bonds it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Bonds pursuant to Section 4.06 of this Agreement. ARTICLE V THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and in accordance with the Bond Ordinance and agrees to use reasonable care in the performance thereof. The Bank hereby agrees to use the funds deposited with it for payment of the principal of, redemption premium, if any, and interest on the Bonds to pay the Bonds as the same shall become due and further agrees to establish and maintain all accounts and funds as may be required for the Bank to function as Paying Agent. 6 4154-4803-4864.1 Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any ordinance, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, certificate, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Bonds, but is protected in acting upon receipt of Bonds containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Owner or an attorney -in -fact of the Owner. The Bank shall not be bound to make any investigation into the facts or matters stated in an ordinance, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, certificate, note, security, or other paper or document supplied by Issuer. (e) The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Bonds in the manner disclosed in the closing memorandum as prepared by the Issuer's Financial Advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the closing memorandum acknowledged by the Financial Advisor or the Issuer as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon, and compliance with such instructions. (f) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (g) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. (a) The recitals contained herein and in the Bonds shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. (b) The Bank shall in no event be liable to the Issuer, any Owner or Owners, or any other Person for any amount due on any Bond except as otherwise expressly provided herein with respect to the liability of the Bank for its duties under this Agreement. 7 415448034864.1 Section 5.04. May Hold Bonds. The Bank, in its individual or any other capacity, may become the Owner or pledgee of Bonds and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Money Held by Bank. (a) Money held by the Bank hereunder need not be segregated from any other funds provided appropriate accounts are maintained. (b) The Bank shall be under no liability for interest on any money received by it hereunder. (c) Subject to the provisions of Title 6, Texas Property Code, as amended, any money deposited with the Bank for the payment of the principal, redemption premium, if any, or interest on any Bond and remaining unclaimed for three years after final maturity of the Bond has become due and payable will be paid by the Bank to the Issuer, and the Owner of such Bond shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies shall thereupon cease. (d) The Bank will comply with the reporting requirements of Chapter 74 of the Texas Property Code, as amended. (e) The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a paying agent capacity for the payment of the Bonds, with such moneys in the account that exceed the deposit insurance, available to the Issuer, provided by the Federal Deposit Insurance Corporation to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas and to the extent practicable under the laws of the United States of America to secure and be pledged as collateral for trust accounts until the principal and interest on the Bonds have been presented for payment and paid to the owner thereof. Payments made from such trust account shall be made by check drawn on such trust account unless the owner of such Bonds shall, at its own expense and risk, request such other medium of payment. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank, its officers, directors, employees, and agents for, and hold them harmless against, any loss, liability, or expense incurred without negligence or bad faith on their part arising out of or in connection with its acceptance or administration of the Bank's duties hereunder, and under Article V of the Bond Ordinance, including the cost and expense (including its counsel fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demands or controversy over its persons as well as funds on deposit in a court of competent jurisdiction within the State of Texas; waive personal service of any process; and agree that service of process by certified or registered mail, return receipt requested, to the address set forth in this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction within the State of Texas to determine the rights of any person claiming any interest herein. 8 4154-4803-4864.1 ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown below: (a) if to the Issuer: City of Lubbock, Texas 1314 Avenue K Lubbock, TX 79401 Attention: Chief Financial Officer if to the Bank: The Bank of New York Mellon Trust Company, N.A. 2001 Bryan Street, 1 Ith Floor Dallas, Texas 75201 Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Separability. If any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. _Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar, and if any conflict exists between this Agreement and the Bond Ordinance, the Bond Ordinance shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. 9 4154-4803-4864.1 Section 6.10. Termination. (a) This Agreement will terminate on the date of final payment by the Bank issuing its checks for the final payment of principal, redemption premium, if any, and interest of the Bonds. (b) This Agreement may be earlier terminated upon sixty (60) days written notice by either party; provided, that, no termination shall be effective until a successor has been appointed by the Issuer and has accepted the duties imposed by this Agreement. A resigning Paying Agent/Registrar may petition any court of competent jurisdiction for the appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a successor Paying Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty (60) days after the giving of notice of resignation. (c) The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Compliance with Legislative Matters. (a) In accordance with Section 2271.002, Texas Government Code, the Bank hereby verifies that the Bank, including any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the Bank: (i) does not Boycott Israel (as such term is defined in Section 2271.001, Texas Government Code) and (ii) subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C. Section 4607, will not Boycott Israel during the term of this Agreement. (b) Pursuant to Section 2252.152, Texas Government Code, neither the Bank nor any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the Bank is a company currently listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. (c) The Bank represents to the Issuer that it is a publicly traded business entity or a wholly owned subsidiary of such a business entity. Section 6.12. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. [Signature Page to Follow] 10 415448034864.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF LUBBOCK, TEXAS By: Daniel M. Pope, ayor ATTEST By: ReWFca Garza, City Sec eta [Signature page for Paying Agent/Registrar Agreement for Electric Light and Power System Bonds] 4154-4803-4864.1 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: Title: [Signature page for Paying Agent/Registrar Agreement for Electric Light and Power System Bonds] 4I54-4803-4864.1 APPENDIX A SCHEDULE OF FEES FOR SERVICE AS PAYING AGENT/REGISTRAR [Attached] 4154-48034864.1 GENERAL AND NO -LITIGATION CERTIFICATE We, the undersigned, Mayor, City Manager and City Secretary, respectively, of the City of Lubbock, Texas (the "City"), do hereby certify the following information: 1. This certificate relates to the City of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 2021 (the "Bonds"). Capitalized terms used herein and not otherwise defined shall have the meaning assigned thereto in the Ordinance (the "Ordinance"), adopted by the City Council of the City, authorizing the issuance of the Bonds. 2. The City of Lubbock, Texas, is a duly incorporated Home Rule City with a population greater than 50,000, and is operating and existing under the Constitution and laws of the State of Texas and the duly adopted Home Rule Charter of the City. The Home Rule Charter was last amended at an election held in the City on November 2, 2004. 3. The following are duly qualified and acting, elected or appointed officials of the City of Lubbock, Texas: Daniel M. Pope, Mayor Steve Massengale, Mayor Pro Tern W. Jarrett Atkinson, City Manager D. Blu Kostelich, Chief Financial Officer Rebecca Garza, City Secretary Juan A. Chadis Shelia Patterson Harris Latrelle Joy Jeff Griffith Randy Christian Members of the Council 4. The Net Revenues of the System are not pledged or encumbered to the payment of any debt or obligation of the City or the System, except: (a) the Bonds, (b) the Outstanding Previously Issued Bonds (as defined in the Ordinance), and (c) the Refunded Obligations, all of which are in the process of being refunded by the Bonds. 5. The debt service requirements for the Bonds and the Previously Issued Bonds are set forth under "Table 7 - Revenue Bond Debt Service Requirements" included in "APPENDIX A — FINANCIAL INFORMATION REGARDING THE SYSTEM" to the City's Official Statement prepared in connection with the issuance of the Bonds (the "Official Statement"), and such table is incorporated herein by reference and is true and correct as of the date hereof. 6. The revenues and expenses of the System are set forth under "Table 8-Condensed Statement of Operations" included in "APPENDIX A — FINANCIAL INFORMATION REGARDING THE SYSTEM" to the Official Statement, and such table is incorporated herein by reference and is true and correct as of the date hereof. 7. The rates charged by the System for services provided are set forth under "Table I 1 - Monthly Electric Rates" included in "APPENDIX A — FINANCIAL INFORMATION REGARDING THE SYSTEM" to the Official Statement, and such table is incorporated herein by reference and is true and correct as of the date hereof. 4135-8687-8000. 8. No litigation of any nature has been filed or is now pending or, to our knowledge, threatened in any court to restrain the issuance or delivery of said Bonds, the collection of Net Revenues to pay the principal of and interest on the Bonds or the pledge thereof or otherwise affecting the provisions made for their payment or security, or in any manner questioning the proceedings or authority concerning the issuance of said Bonds. 9. Neither the corporate existence nor the boundaries of the City, nor the title of its present officers to their respective offices is being contested, and no authority or proceedings for the issuance of said proposed Bonds have been repealed, revoked or rescinded. 10. The City is not in default in connection with any of the covenants, conditions or obligations contained in the ordinance authorizing the Outstanding Previously Issued Bonds and all interest, sinking and reserve funds for such bonds have been fully maintained in accordance with the provisions of said ordinances. 11. The descriptions and statements of or pertaining to the City contained in the Official Statement, and any addenda, supplement or amendment with respect to such descriptions or statements thereto, on the date of such Official Statement, on the date of sale of the Bonds and on the date of the delivery, were and are true and correct in all material respects. 12. Insofar as the City and its affairs, including its financial affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 13. Insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in such Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable and the City has no reason to believe that they are untrue in any material respect. 14. There has been no material adverse change in the financial condition and affairs of the City since the date of the Official Statement. 15. With respect to the contracts executed in connection with the authorization and issuance of the Bonds, all disclosure filings and acknowledgements required by Section 2252.908, Texas Government Code, and the rules of the Texas Ethics Commission related to said provision, have been made. 16. The undersigned Mayor and City Secretary officially executed and signed the Bonds, including the Initial Bond delivered to the Underwriter (the "Initial Bond"), by manual signature or by causing facsimiles of our manual signatures to be imprinted or lithographed on each of the Bonds, and we hereby adopt said facsimile signatures as our own, respectively, and declare that said facsimile signatures constitute our signatures the same as if we had manually signed each of the Bonds. 17. None of the Refunded Obligations have ever been held in or purchased for the account of the special funds created and maintained for the payment and security of such Refunded 2 4135-8687-8000.1 Obligations, and none of the Refunded Obligations are currently owned nor has any of the same ever been purchased or held for any account or fund of the City. 18. The Bonds, including the Initial Bond, are substantially in the form, and have been duly executed and signed in the manner, prescribed in the Ordinance. 19. At the time the undersigned Mayor and City Secretary so executed and signed the Bonds, we were, and at the time of executing this certificate we are, the duly chosen, qualified, and acting officers indicated therein and authorized to execute the same. 20. The Attorney General's office is authorized to date this Certificate as of the date of approval of the Bonds in reliance upon the commitment of the undersigned to notify your office immediately if any of the information contained herein ceases to be correct in all material respects. 21. We have caused the official seal of the City to be impressed, or printed, or copied on each of the Bonds; and said seal on the Bonds has been duly adopted as, and is hereby declared to be, the official seal of the City. [EXECUTION PAGE FOLLOWS] 4135-8687-8000.1 EXECUTED AND DELIVERED this MANUAL SIGNATURE OFFICIAL TITLE �=q Mayor, City of Lubbock, Texas STATE OF TEXAS § COUNTY OF LUBBOCK § Before me, the undersigned authority, on this day personally appeared Daniel M. Pope, Mayor, of the City of Lubbock, Texas, known to me to be such person who signed the above and foregoing certificate in my presence and acknowledged to me that such person executed the above and foregoing certificate for the purposes therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE JIMMY D. MAYNARD Notary Public, State of Texas otary Pub Notary ID# Expires 1 -2 In and for the State of Texas ' My Commission Expires t2.27.2023 [NOTARY SEAL] Signature Page for General and No -Litigation Certificate EXECUTED AND DELIVERED th MANUAL SIGNATURE OFFICIAL TITLE -� City Manager, City of Lubbock, Texas STATE OF TEXAS COUNTY OF LUBBOCK Before me, the undersigned authority, on this day personally appeared W. Jarrett Atkinson, City Manager, of the City of Lubbock, Texas, known to me to be such person who signed the above and foregoing certificate in my presence and acknowledged to me that such person executed the above and foregoing certificate for the purposes therein stated, - GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DO NOTE DAT " JIMMY D. MAYNARD * Notary Public, State of Texas Notary ID# 13229477.4 My Commission Expires 12-27-2023 [NOTARY SEAL] otary Public, In an for the State of Texas Signature Page for General and No -Litigation Certificate EXECUTED AND DELIVERED th MANUAL SIGNATURE STATE OF TEXAS § COUNTY OF LUBBOCK § OFFICIAL TITLE City Secretary, City of Lubbock, Texas Before me, the undersigned authority, on this day personally appeared Rebecca Garza, City Secretary, of the City of Lubbock, Texas, known to me to be such person who signed the above and foregoing certificate in my presence and acknowledged to me that such person executed the above and foregoing certificate for the purposes therein stated. Amilrb- GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DO NOTE DATF - . man AYNARDate of Texastary Public, 229477.4 VIn and r the State of Texas ires 12.27-2023 [NOTARY SEAL] Signature Page for General and No -Litigation Certificate CERTIFICATE PURSUANT TO PURCHASE CONTRACT The undersigned official(s) of the City of Lubbock, Texas (the "City"), acting in my/our official capacity, on this September 9, 2021 (the "Closing Date") and in connection with the issuance and delivery by the City of Lubbock, Texas, of its Electric Light and Power System Revenue Bonds, Series 2021 (the "Bonds"), hereby certify that: 1. This certificate is delivered pursuant to the Purchase Contract relating to the Bonds, dated August 12, 2021 (the "Purchase Contract"), between the City and BofA Securities, Inc., as representative for itself, Citigroup Global Markets, Inc., Goldman Sachs & Co. LLC, and Jefferies LLC (collectively, the "Underwriters"). Capitalized words used herein as defined terms and not otherwise defined herein have the respective meanings assigned to them in the Purchase Contract. 2. The representations and warranties of the City contained in the Purchase Contract are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof. 3. Except to the extent disclosed in the Official Statement, no litigation is pending or, to our knowledge, threatened in any court to restrain or enjoin the issuance or delivery of the Bonds, or collection or application of Pledged Revenues pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or to restrain or enjoin the City from setting the rates and charges generating the Pledged Revenues securing the payment of the Bonds, or in any way contesting or affecting the validity of the Bonds or the City Documents, or contesting the powers of the City or the authorization of the Bonds or the City Documents, or contesting in any way the accuracy, completeness or fairness of the Official Statement. 4. To the best of our knowledge, no event affecting the City has occurred since the date of the Official Statement that should be disclosed in the Official Statement for the purpose for which it is to be used or that it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect. 5. There has not been any material and adverse change in the affairs or financial condition of the City since September 30, 2020, the latest date as to which audited financial information is available. [Execution Page Follows.] 4154-3361-6944.1 DATED as of the Closing Date. City Ma ager City of Lubbock, Texas Signature Page for Certificate Pursuant to Purchase Contract 4154-3361-6944.1 PURCHASE CONTRACT RELATING TO $[246,885,000] CITY OF LUBBOCK, TEXAS ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS, SERIES 2021 August [12], 2021 The Honorable Mayor and Members of the City Council City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 Dear Mayor and Members of the City Council: SOFA SECURITIES, INC. (the "Representative"), acting on behalf of itself and CITIGRoUP GLOBAL MARKETS INC., GOLDMAN SACHS & CO. LLC, and JEFFERIEs LLC (collectively, the "Underwriters") offer to enter into this Purchase Contract (the "Purchase Contract") with the CITY OFLUBBOCK, TExAs (the "City") for the purchase by the Underwriters of the City's Electric Light and Power System Revenue Bonds, Series 2021 (the "Securities"). This offer is made subject to the City's acceptance of this Purchase Contract on or before 10:00 p.m. Central Time on August 12, 2021. 1. Purchase and Sale of the Securities. (a) Upon the terms and conditions and upon the basis of the representations set forth herein, the Underwriters, jointly and severally, hereby agree to purchase from the City, and the City hereby agrees to sell and deliver to the Underwriters the Securities in an aggregate principal amount of $[J. The Securities shall have the maturities, interest rates and be subject to redemption in accordance with the provisions of Exhibit A hereto and shall be issued and secured under the provisions of the Ordinance (as defined below). (b) The purchase price for the Securities shall be $[J (representing the principal amount of the Securities, plus an aggregate original issue premium on the Securities in the amount of $[J, and less an underwriting discount on the Securities of $[ (c) BOFA SECURITIES, INC., as the Representative, represents that it has been duly authorized to execute this Purchase Contract on behalf of the Underwriters and has been duly authorized to act hereunder as the Representative. All actions that may be taken by the Underwriters hereunder may be taken by the Representative alone. 2. Ordinance. The Securities shall be as described in and shall be issued and secured under the provisions of an ordinance adopted by the City on August 10, 2021, authorizing the issuance and sale of the Securities (the "Ordinance"). In the Ordinance, the City Council of the City delegated the authority to each of the Mayor, the City Manager and the Chief Financial Officer (each, an "Authorized Officer") to execute this Purchase Contract and to establish the pricing terms for the Securities through the execution of a pricing certificate dated the date hereof (together with any amendment as permitted by this Purchase Contract, the "Pricing Certificate"), within the parameters set forth in the Ordinance. The Securities shall be secured and payable as provided in the Ordinance and the Pricing Certificate. 3. Public Offering and Establishment of Issue Price. (a) Public Offering. The Underwriters intend to make an initial bona fide public offering of all of the Securities at prices not to exceed the public offering prices (or yields not less than the reoffering yields) set forth on page ii of the Official Statement and may, subject to the provisions of Section 3(b) hereof, subsequently change such offering prices or yields without any requirement of prior notice (but in all cases subject to the provisions of this Section 3). Subject to the provisions of Section 3(b) hereof, after the initial public offering, the Underwriters may offer and sell Securities to certain dealers (including dealers depositing Securities into investment trusts) and others at prices lower (or yields greater) than the public offering prices or yields stated on page ii of the Official Statement (but in all cases subject to the provisions of this Section 3). (b) Establishment of Issue Price of the Securities. (1) The Representative, on behalf of the Underwriters, agrees to assist the City in establishing the issue price of the Securities and shall execute and deliver to the City on or before Closing (as hereinafter defined) an "issue price certificate" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit D. with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the City and Orrick, Herrington & Sutcliffe LLP, Austin, Texas ("Bond Counsel"), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Securities. All actions to be taken by the City under this section to establish the issue price of the Securities may be taken on behalf of the City by the City's financial advisor identified herein and any notice or report to be provided to the City may be provided to the City's financial advisor. (2) Except as otherwise set forth in Exhibit E attached hereto, the City will treat the first price at which 10% of each maturity of the Securities (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Contract, the Representative shall report to the City the price or prices at which the Underwriters have sold to the public each separate CUSIP number within a maturity of Securities. (3) The Representative confirms that the Underwriters have offered all the Securities of each maturity to the public on or before the date of this Purchase Contract at the respective offering price (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto. Exhibit E sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Securities for which the 10% test has not been satisfied and for which the City and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Securities, the Underwriters will neither offer nor sell unsold Securities of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriters have sold at least 10% of that maturity of the Securities to the public at a price that is no higher than the initial offering price to the public. The Representative shall promptly advise the City when the Underwriters have sold 10% of that maturity of the Securities to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. The City acknowledges that, in making the representation set forth in this subsection, the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Securities, including, but not limited to, its agreement to comply with the hold -the -offering - price rule, as set forth in an agreement among the Underwriters (the "AAU") and the related pricing wire(s), (ii) in the event a selling group has been created in connection with the initial sale of the Securities to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Securities, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Securities to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Securities, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold -the -offering -price rule and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the requirements for establishing issue price of the Securities, including, but not limited to, its agreement to comply with the hold -the -offering -price rule as applicable to the Securities. (4) The Representative confirms that: (i) any AAU, any selling group agreement and each retail distribution agreement (to which the Representative is a party) relating to the initial sale of the Securities to the public, together with the related pricing wire(s), contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker -dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Securities of each maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to the Securities of that maturity or all Securities of that maturity have been sold to the public and (B) comply with the hold -the -offering -price rule, if applicable, in each case if and for so long as directed by the Representative and as set forth in the related pricing wire(s), and (ii) any AAU and any selling group agreement relating to the initial sale of the Securities to the public, together with the related pricing wire(s), contains or will contain language obligating each Underwriter, dealer and broker -dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Securities to the public to require each broker -dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Securities of each maturity allotted to it until it is notified by the Representative or the Underwriter that either the 10% test has been satisfied as to the Securities of that maturity or all Securities of that maturity have been sold to the public and (B) comply with the hold - the -offering -price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wire(s). (5) The Representative, on behalf of itself and the Underwriters, acknowledges that sales of any Securities to any person that is a related party to an Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (i) "public" means any person other than an underwriter or a related party, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Securities to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Securities to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Securities to the public), (iii) a purchaser of any of the Securities is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) "sale date" means the date of execution of this Purchase Contract by all parties. 4. Security Deposit. The Representative has delivered to the City the Underwriters' good faith deposit $2,468,850.00 (the "Good Faith Deposit") in the form of a wire transfer of immediately available funds to an account specified by the City. The Good Faith Deposit may be applied toward any obligation of the Underwriters owing as a result of the failure of the Underwriters to accept delivery of the Securities as provided herein. The City agrees to hold the Good Faith Deposit in escrow until the Closing to ensure the performance by the Underwriters of their obligation to purchase, accept delivery of and pay for the Securities at the Closing. The Good Faith Deposit shall be credited towards the purchase price of the Securities (set forth in Section 1 hereof) due from the Underwriters at Closing. Should the City fail to deliver the Securities at the Closing, or should the City be unable to satisfy the conditions of the obligations of the Underwriters to purchase, accept delivery of and pay for the Securities, as set forth in this Purchase Contract (unless waived by the Representative), or should such obligations of the Underwriters be terminated for any reason permitted by this Purchase Contract, the Good Faith Deposit shall immediately be returned to the Representative. In the event the Underwriters fail (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Securities at the Closing as herein provided, the Good Faith Deposit shall be retained by the City as and for fully liquidated damages for such failure of the Underwriters and for any defaults hereunder on the part of the Underwriters. The Underwriters and the City understand that in such event the City's actual damages may be greater or may be less than such amount. Accordingly, the Underwriters hereby waive any right to claim that the City's actual damages are less than such amount, and the City's acceptance of this offer shall constitute a waiver of any right the City may have to additional damages from the Underwriters. 5. Official Statement. The Official Statement, including the cover pages and Appendices thereto, of the City, dated August 12, 2021, with respect to the Securities, as further amended only in the manner herein provided, is hereinafter called the "Official Statement". The City hereby authorizes the Ordinance and the Official Statement and the information therein contained to be used by the Underwriters in connection with the public offering and sale of the Securities. The City confirms its consent to the use by the Underwriters prior to the date hereof of the Preliminary Official Statement, relative to the Securities, dated August 4, 2021 (the "Preliminary Official Statement"), in connection with the preliminary public offering and sale of the Securities, and it is "deemed final" as of its date, within the meaning, and for the purposes, of Rule 15c2-12 promulgated under authority granted by the federal Securities and Exchange Act of 1934 (the "Rule"). The City agrees to cooperate with the Underwriters to provide the Official Statement, within seven (7) business days of the date hereof, in a "designated electronic format", as defined in and specified by Rule G-32 of the Municipal Securities Rulemaking Board (the "MSRB") and in sufficient quantities for the Underwriters to satisfy the requirements of MSRB Rule G-32 obligating the Underwriters to deliver a copy of the Official Statement to a purchaser of the Securities not later than the date of Closing, as defined herein, upon an Underwriters' receipt from the purchaser of a request therefor. The Underwriters will use their best efforts to assist the City in the preparation of the final Official Statement in order to ensure compliance with the aforementioned rules. If at any time after the date of this Purchase Contract but before the first to occur of (a) the date on which the Official Statement is available to any person from the MSRB, but in no case less than twenty-five (25) days after the "end of the underwriting period" (as defined in the Rule) for the Securities or (b) the date that is ninety (90) days after the "end of the underwriting period", any event shall occur that might or would cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Representative, and if, in the opinion of the Representative, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its expense supplement or amend the Official Statement (in a manner approved by the Representative) and furnish to the Underwriters such supplement or amendment, in a "designated electronic format", so that the statements in the Official Statement as so amended and supplemented will not, in light of the circumstances when the Official Statement is delivered to a purchaser, be misleading or so that the Official Statement will comply with law. Unless otherwise notified in writing by the Representative, the City can assume that the "end of the underwriting period" for purposes of the Rule is the date of the Closing. In the event that the City has been given notice pursuant to the preceding sentence that the "end of the underwriting period" will not occur on the date of the Closing, the Representative agrees to provide prompt written notice to the City upon the occurrence of the "end of the underwriting period". To the best knowledge and belief of the City, the Preliminary Official Statement and the Official Statement each contains information, including financial information or operating data, as required by the Rule. 6. Representations, Warranties and Agreements of the City. On the date hereof, the City represents, warrants and agrees as follows: (a) The City is a home rule municipality and a political subdivision of the State of Texas and a body politic and corporate, and has full legal right, power and authority to enter into this Purchase Contract, to adopt the Ordinance, to authorize an Authorized Officer to execute the Pricing Certificate on behalf of the City, to sell the Securities, and to issue and deliver the Securities to the Underwriters as provided herein and to carry out and consummate all other transactions contemplated by the Ordinance (including the Undertaking defined below in Section 8(e)(2)) and the Pricing Certificate, and enter into and execute all documents required hereunder and thereunder to be executed and delivered by the City (this Purchase Contract, the Ordinance, the Undertaking, the Pricing Certificate and the other documents referred to in this clause are hereinafter referred to as the "City Documents"); (b) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly adopted the Ordinance, has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in, the Securities, the Pricing Certificate and this Purchase Contract and has duly authorized and approved the performance by the City of its obligations contained in the Ordinance, including, without limitation, the submission of a transcript of proceedings to the Public Finance Division of the Office of the Attorney General of Texas (the "Attorney General") for the approval of the Securities; and the City Documents each constitute legal, valid and binding agreements of the City, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights or by general principles of equity which permit the exercise of judicial discretion; (c) Between the date of this Purchase Contract and the Closing, the City will not, without the prior written consent of the Representative, amend or change the Pricing Certificate. (d) The City is not in breach of or default under any law or administrative regulation of the State of Texas or the United States (including regulations of their respective agencies) applicable to the issuance of the Securities or any applicable judgment or decree or any loan agreement, note, order, agreement or other instrument, except as may be disclosed in the Preliminary Official Statement and the Official Statement, to which the City is a party or to the knowledge of the City is otherwise subject, that would have a material and adverse effect upon the business or financial condition of the City; and the execution and delivery of the Securities and this Purchase Contract by the City and the adoption of the Ordinance by the City and compliance with the provisions thereof will not violate or constitute a breach of or default under any existing law or administrative regulation, or any judgment, decree or agreement or other instrument to which the City is a party or, to the knowledge of the City, is otherwise subject; (e) All approvals, consents and orders of any governmental authority or agency having jurisdiction of any matter that would constitute a condition precedent to the performance by the City of its obligations to sell and deliver the Securities hereunder will have been obtained prior to the Closing, except for the approval of the Securities by the Attorney General and registration of the Securities by the Office of the Comptroller of Public Accounts of the State (the "Comptroller"). The City represents that a transcript of proceedings heretofore has been or will be filed with the Attorney General in form and v► substance consistent with the administrative rules of the Public Finance Division of the Attorney General, which will permit the review of such transcript and the approval of the Securities by the Attorney General, and the registration of the Securities by the Comptroller on or before Closing, as required by Section 8(e)(5) hereof, but subject to the discretion of the Attorney General with respect to the issuance of his approving opinion; (f) As of its date and the date hereof, the Preliminary Official Statement did not contain any untrue statement or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (g) At the time of the City's acceptance hereof and at the time of the Closing, and at all times subsequent hereto during the period up to and including twenty-five (25) days subsequent to the "end of the underwriting period", the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) Between the date of this Purchase Contract and the Closing, the City will not, without the prior written consent of the Representative, sell or issue any additional securities, notes or other obligations for borrowed money payable in whole or in part from the Pledged Revenues, as defined below, and the City will not incur any material liabilities, direct or contingent, nor will there be any adverse change of a material nature in the financial position of the City; (i) Except as described in the Preliminary Official Statement and the Official Statement, no litigation is pending or, to the knowledge of the City, threatened in any court affecting the corporate existence of the City, the title of its officers to their respective offices, or seeking to restrain or enjoin the issuance or delivery of the Securities, affecting or seeking to prohibit, restrain or enjoin the collection of the net revenues (the "Pledged Revenues") of the City's Electric Light and Power System (the "System") pledged to the payment of the principal of and interest on the Securities or application of the Pledged Revenues of the System pledged or to be pledged to pay the principal of and interest on the Securities, the ability or authority of the City to set the rates and charges that generate the Pledged Revenues, securing the payment of the Securities, or in any way contesting or affecting the issuance, execution, delivery, payment, security or validity of the Securities, or in any way contesting or affecting the validity or enforceability of the Ordinance, or contesting the powers of the City, or any authority for the Securities or the City Documents or contesting in any way the completeness, accuracy or fairness of the Preliminary Official Statement or the Official Statement; 0) The City will cooperate with the Underwriters in arranging for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative designates, and will use its best efforts to continue such qualifications in effect so long as required for distribution of the Securities; provided, however, that the City will not be required to 8 execute a consent to service of process or to qualify to do business in connection with any such qualification in any jurisdiction; (k) The descriptions of the Securities and the Ordinance contained in the Preliminary Official Statement and the Official Statement accurately summarize certain provisions of such instruments, and the Securities, when validly executed, authenticated and delivered in accordance with the Ordinance and sold to the Underwriters as provided herein, will be validly issued and outstanding obligations of the City entitled to the benefits of, and subject to the limitations contained in, the Ordinance; (1) If prior to Closing an event occurs affecting the City that is materially adverse for the purpose for which the Official Statement is to be used and is not disclosed in the Official Statement, the City shall notify the Representative, and if in the opinion of the Representative such event requires a supplement or amendment to the Official Statement, the City will supplement or amend the Official Statement in a form and in a manner approved by the Representative; (m) The financial statements contained in the Preliminary Official Statement and the Official Statement fairly and accurately present the financial position of the City and the System, respectively, as of the date and for the period covered thereby and are stated on a basis substantially consistent with that of the prior year's audited financial statements; (n) Any certificate signed by any official of the City and delivered to the Underwriters shall be deemed a representation and warranty by the City to the Underwriters as to the truth of the statements therein contained; (o) The City will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Securities to be applied in a manner other than as provided in the Ordinance or that would cause the interest on the Securities to be includable in gross income of the holders thereof for federal income tax purposes; (p) The City maintains internal controls and procedures designed to ensure that material information relating to the City is made known to the appropriate officials of the City responsible for the City's compliance with the disclosure obligations of the City under federal securities laws, including, without limitation, the City's compliance with the Undertaking; and (q) The City has complied with all of its previous continuing disclosure obligations under the Rule during the previous five (5) years (or has disclosed its non- compliance in the Preliminary Official Statement and the Official Statement). 7. Closing. By 10:00 A.M., Central Time, on September 9, 2021, or such other time or date as the Representative and the City may mutually agree upon as the date and time of the closing (the "Closing"), the City will deliver the initial securities certificates of the Securities (as 9 provided for in the Ordinance) to the Underwriters and the City shall take appropriate steps to provide The Depository Trust Company ("DTC") with one definitive securities certificate for each date of maturity of the Securities, and to provide the Underwriters with the other documents hereinafter mentioned. On or prior to the date of Closing, the Underwriters shall make arrangements with DTC for the Securities to be immobilized and thereafter traded as book -entry only securities and on the date of Closing, the Underwriters will accept such delivery and pay the purchase price of the Securities, as set forth in Section 1 hereof (net of the Good Faith Deposit as provided in Section 4 hereof) in immediately available funds. Delivery and payment as aforesaid shall be made at the office of the paying agent/registrar for the Securities, as identified in the Official Statement, or such other place as shall have been mutually agreed upon by the City and the Representative. In addition, the City and the Underwriters agree that there shall be a preliminary closing held at such place as the City and the Underwriters shall mutually agree, commencing at least 24 hours prior to the Closing; provided, however, in lieu of this preliminary closing, Bond Counsel may provide the counsel to the Underwriters with a complete transcript of proceedings no later than the business day preceding the Closing. Drafts of all documents to be delivered at the Closing shall be prepared and distributed to all parties and their counsel for review at least three (3) business days prior to the Closing. Delivery of the Securities shall be made to the paying agent/registrar on behalf of DTC pursuant to DTC's FAST system. The Securities shall be delivered in definitive fully registered form, bearing CUSIP numbers without coupons, with one Security for each maturity of the Securities registered in the name of Cede & Co., all as provided in the Ordinance and shall be made available to the Representative at least one (1) business day before Closing for purposes of inspection. 8. Conditions. The Underwriters have entered into this Purchase Contract in reliance upon the representations and warranties of the City contained herein and to be contained in the documents and instruments to be delivered at the Closing, and upon the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of Closing. Accordingly, the Underwriters' obligations under this Purchase Contract to purchase and pay for the Securities shall be subject to the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions: (a) The representations and warranties of the City contained herein shall be true, complete and correct in all material respects on the date hereof and on and as of the date of Closing, as if made on the date of Closing; (b) At the time of the Closing, (1) the Ordinance shall be in full force and effect, neither the Ordinance nor the Pricing Certificate shall have been amended, modified or supplemented, and the Official Statement shall not have been amended, modified or supplemented, all except as may have been agreed to by the Representative; and (2) the net proceeds of the sale of the Securities shall be deposited and applied as described in the Official Statement and in the Ordinance and the Pricing Certificate; 10 (c) At the time of the Closing, all official action of the City related to the Ordinance shall be in full force and effect and shall not have been amended, modified or supplemented; (d) The City shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (e) At or prior to the Closing, the Underwriters shall have received each of the following documents: (1) The Official Statement of the City executed on behalf of the City by an Authorized Officer, or a conformed copy thereof, (2) The Ordinance, certified by the City Secretary under the seal of the City as having been duly adopted by the City and as being in effect, with such changes or amendments as may have been agreed to by the Representative. The Ordinance shall contain the agreement of the City, in form satisfactory to the Underwriters, that is described under the caption "CONTINUING DISCLOSURE OF INFORMATION" in the Preliminary Official Statement and the Official Statement (the "Undertaking"); (3) The Pricing Certificate, having been duly executed on behalf of the City by an Authorized Officer, with such changes or amendments as may have been agreed to by the Representative; (4) The Paying Agent/Registrar Agreement, having been duly executed on behalf of the City and The Bank of New York Mellon Trust Company, National Association, as Paying Agent/Registrar; (5) The opinion dated on or prior to the date of Closing of the Attorney General, approving the Securities as required by law, and the related registration certificate of the Comptroller; (6) The opinion pertaining to the issuance of the Securities, dated the date of Closing, of Bond Counsel, in substantially the form and substance set forth in Appendix D to the Official Statement; (7) The supplemental opinion, dated the date of Closing, of Bond Counsel, addressed to the City and the Underwriters, which provides that the Underwriters may rely upon the opinion of Bond Counsel delivered in accordance with the provisions of Section 8(e)(6) hereof, and opining to the effect that: (i) the Purchase Contract has been duly authorized, executed and delivered by the City and (assuming due authorization by the Underwriters) constitutes a binding and enforceable agreement of the City in accordance with its terms; (ii) in its capacity as Bond Counsel, such firm has reviewed the information in the Preliminary Official Statement and the Official Statement under the captions or subcaptions "THE BONDS", "SUMMARY OF SELECTED PROVISIONS OF THE ORDINANCE", "TAX MATTERS", "REGISTRATION AND QUALIFICATION OF BONDS FOR SALE", "LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS", "LEGAL MATTERS", and "CONTINUING DISCLOSURE OF INFORMATION" (except for the subsection "Compliance with Prior Undertakings"), and "APPENDIX D - FORM OF BOND COUNSEL OPINION", and such firm is of the opinion that such descriptions present a fair and accurate summary of the provisions of the laws and instruments therein described and, with respect to the Securities, such information conforms to the Ordinance and the Pricing Certificate; and (iii) the Securities are exempt from registration pursuant to the Securities Act of 1933, as amended (the "Securities Act'), and the Ordinance is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act'); (8) The opinion of McCall, Parkhurst & Horton L.L.P., counsel to the Underwriters, addressed to the Underwriters, and dated the date of Closing in substantially the form attached hereto as Exhibit B; (9) A certificate, dated the date of Closing, signed by an appropriate officer of the City, to the effect that: (i) the representations and warranties of the City contained herein are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) except to the extent disclosed in the Official Statement, no litigation is pending or, to the knowledge of such person, threatened in any court to restrain or enjoin the issuance or delivery of the Securities, or the collection or application of Pledged Revenues pledged or to be pledged to pay the principal of and interest on the Securities, or the pledge thereof, or to restrain or enjoin the City from setting the rates and charges generating the Pledged Revenues securing the payment of the Securities, or in any way contesting or affecting the validity of the Securities or the City Documents, or contesting the powers of the City or the authorization of the Securities or the City Documents, or contesting in any way the accuracy, completeness or fairness of the Official Statement (but in lieu of or in conjunction with such certificate, the Underwriters may, in their sole discretion, accept certificates or opinions of the City Attorney that, in the opinion thereof, the issues raised in any such pending or threatened litigation are without substance or that the contentions of all plaintiffs therein are without merit); (iii) to the best of his or her knowledge, no event affecting the City has occurred since the date of the Official Statement that should be disclosed in the Official Statement for the purpose for which it is to be used or that it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iv) that there has not been any material and adverse change in the affairs or financial condition of the City or the System since September 30, 2020, the latest date as to which audited financial information is available; 12 (10) The opinion of the City Attorney addressed to the Underwriters and dated the date of Closing, substantially in the form and substance of Exhibit C hereto; (11) A certificate, dated the date of the Closing, of an appropriate officer of the City to the effect that, on the basis of the facts, estimates and circumstances in effect on the date of delivery of the Securities, it is not expected that the proceeds of the Securities will be used in a manner that would cause the Securities to be "arbitrage bonds" within the meaning of section 148 of the Internal Revenue Code of 1986, as amended; (12) Evidence of the rating on the Securities, which shall be ([] outlook) by Moody's Investors Service, Inc. ("Moody's"), outlook) by S&P Global Ratings, a division of Standard & Poor's Financial Services LLC ("S&P"), and"[ I" ([_ outlook) by Fitch Ratings ("Fitch"), shall be delivered in a form acceptable to the Underwriters; (13) An executed copy of the DTC blanket issuer letter of representations filed with DTC by the City; and (14) Such additional legal opinions, certificates, instruments and other documents as Bond Counsel or the Underwriters may reasonably request to evidence the truth, accuracy and completeness, as of the date hereof and as of the date of Closing, of the City's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance and satisfaction by the City at or prior to the date of Closing of all agreements then to be performed and all conditions then to be satisfied by the City. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are satisfactory to the Underwriters. If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Securities as set forth in this Purchase Contract, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Securities shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate, the Good Faith Deposit referred to in Section 4 of this Purchase Contract shall be returned to the Representative and neither the Underwriters nor the City shall be under further obligation hereunder, except that the respective obligations of the City and the Underwriters set forth in Sections 11 and 13 hereof shall continue in full force and effect. 9. Termination. The Underwriters may terminate their obligation to purchase at any time before the Closing if any of the following should occur: (a) An event shall occur which makes untrue or incorrect in any material respect, as of the time of such event, any statement contained in the Official Statement or 13 which is not reflected in the Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect and in either such event the City refuses to permit the Official Statement to be supplemented to cure such omission or misstatement or the effect of which is, in the judgment of the Underwriters, to materially adversely affect the market price or marketability of the Securities or the ability to enforce contracts for the sale, at the contemplated offering prices, by the Underwriters. (b) (1) Legislation shall have been enacted by the Congress of the United States, or recommended to the Congress for passage by the President of the United States or favorably reported for passage to either Chamber of the Congress by any Committee of such Chamber; or (2) a decision shall have been rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court; or (3) an order, ruling, regulation, or similar guidance, shall have been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or any other agency of the United States; or (4) a release or official statement shall have been issued by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, the effect of which, in any such case described in clause (1), (2), (3), or (4), would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Securities or upon income of the general character to be derived by the City, other than any imposition of federal income taxes upon interest received on obligations of the general character as the Securities on the date hereof and other than as disclosed in the Official Statement, in such a manner as in the judgment of the Representative would materially adversely affect the market price or marketability of the Securities or the ability to enforce contracts for the sale, at the contemplated offering prices, by the Underwriters. (c) (1) Legislation shall have been introduced in or enacted (or resolution passed) by the Congress of the United States; (2) an order, decree, ruling, regulation (final, temporary, or proposed), press release, or other form of notice issued or made by or on behalf of the United States Securities and Exchange Commission (the "SEC"); or (3) an order or injunction issued by any court of competent jurisdiction; the effect of which, in any such case described in clause (1), (2), or (3) would be to require registration of any security under the Securities Act, or qualification of any document under the Trust Indenture Act, in connection with the public offering of the Securities, or that the issuance, offering, or sale of obligations of the general character of the Securities, including any or all underlying arrangements, as contemplated by this Purchase Contract or by the Official Statement or otherwise, is or would be in violation of the federal securities laws as amended and then in effect, or any proceeding for that purpose shall have been initiated or threatened in any such court or by any such authority. (d) (1) The Constitution of the State of Texas shall be amended or an amendment shall be proposed, or (2) legislation shall be enacted, or (3) a decision shall have been rendered as to matters of Texas law, or (4) any order, ruling or regulation shall have been issued or proposed by or on behalf of the State of Texas by an official, agency or department thereof, affecting the tax status of the City, its property or income, its 14 securities (including the Securities) or the interest thereon, that in the judgment of the Underwriters would materially adversely affect the market price or marketability of the Securities or the ability to enforce contracts for the sale, at the contemplated offering prices, by the Underwriters. (e) There shall have occurred any (1) outbreak of hostilities (including, without limitation, a material escalation of hostilities that existed prior to the date hereof or a material act of terrorism) or (2) any other national or international calamity or crisis, or any material adverse change in the financial, political or economic conditions affecting the United States, the effect of which on U.S. financial markets would, in the reasonable judgment of the Underwriters, materially adversely affect the market price or marketability of the Securities or the ability to enforce contracts for the sale, at the contemplated offering prices, by the Underwriters. (f) There shall have occurred a general suspension of trading, minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or prices for securities shall have been required on the New York Stock Exchange or other national stock exchange whether by virtue of a determination by that Exchange or by order of the SEC or any other governmental agency having jurisdiction or any national securities exchange shall have: (1) imposed additional material restrictions not in force as of the date hereof with respect to trading in securities generally, or to the Securities or similar obligations; or (2) materially increased restrictions now in force with respect to the extension of credit by or the charge to the net capital requirements of underwriters or broker -dealers such as to, in the judgment of the Underwriters, materially adversely affect the market price or marketability of the Securities or the ability to enforce contracts for the sale, at the contemplated offering prices, by the Underwriters. (g) An event described in Section 6(1) hereof occurs that, in the reasonable judgment of the Underwriters, requires a supplement or amendment to the Official Statement that is deemed by them, in their discretion, to materially adversely affect the market price or marketability of the Securities or the ability to enforce contracts for the sale, at the contemplated offering prices, by the Underwriters. (h) A general banking moratorium shall have been declared by authorities of the United States, the State of New York or the State of Texas, or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred such as to, in the judgment of the Underwriters, materially adversely affect the market price or marketability of the Securities or the ability to enforce contracts for the sale, at the contemplated offering prices, by the Underwriters. (i) (1) A lowering of the ratings (without regard to credit enhancement) initially assigned to the Securities by Moody's, S&P and Fitch, respectively, set forth in Section 8(e)(12) hereof or on any debt securities issued by the City and secured in a like manner as the Securities shall occur prior to the Closing, or (2) there shall have been any official declaration as to a possible downgrading (such as being placed on "credit watch" or "negative outlook" or any similar qualification) of any rating by Moody's, S&P or Fitch 15 on any debt securities issued by the City and secured in a like manner as the Securities, including the Securities. 10. Interested Party Disclosure Forms. The Underwriters are each publicly traded entities or subsidiaries of publicly traded entities, and are therefore exempt from the disclosure form and certification filing requirements of the Texas Ethics Commission pursuant to Section 2252.908(c)(4) of the Texas Government Code. 11. Expenses. (a) The City shall pay all expenses incident to the issuance of the Securities, including but not limited to: (1) the cost of the preparation, printing and distribution of the Preliminary Official Statement and the Official Statement; (2) the cost of the preparation and printing of the Securities; (3) the fees and expenses of Bond Counsel to the City; (4) the fees and disbursements of the City's accountants, advisors, and of any other experts or consultants retained by the City; (5) the fees for the bond ratings and any travel or other expenses incurred incident thereto; and (6) the premium, if any, for municipal bond insurance policy pertaining to the Securities. The City shall pay any expenses (included in the expense component of the underwriting discount) incurred by the Underwriters on behalf of the City in connection with the marketing, issuance and delivery of the Securities, including, but not limited to, meals, transportation, and lodging of the City's employees and representatives. (b) The Underwriters shall pay from the expense component of the underwriting discount (1) all advertising expenses in connection with the offering of the Securities; (2) the cost of the preparation and printing of all the underwriting documents; and (3) the fee of McCall, Parkhurst & Horton L.L.P., counsel to the Underwriters, in consideration for such firm's opinion required by Section 8(e)(8) hereof. 12. Notices. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing at the address for the City set forth above, and any notice or other communication to be given to the Underwriters under this Purchase Contract may be given by delivering the same in writing to the Representative, BOFA SECURITIES, INC., Bank of America Tower, 620 S. Tryon Street, 25th Floor, Charlotte, NC 28255, Attention: Mr. Andrew Hildreth. 13. Parties in Interest. This Purchase Contract is made solely for the benefit of the City and the Underwriters (including the successors or assigns of any Underwriter) and no other person shall acquire or have any right under this Purchase Contract. The City's representations, warranties and agreements contained in this Purchase Contract that exist as of the Closing, and without regard to any change in fact or circumstance occurring subsequent to the Closing, shall remain operative and in full force and effect, regardless of (a) any investigations made by or on behalf of the Underwriters, and (b) delivery of any payment for the Securities hereunder; and the City's representations and warranties contained in Section 6 of this Purchase Contract shall remain operative and in full force and effect, regardless of any termination of this Purchase Contract. This Purchase Contract constitutes the entire agreement between the parties hereto with respect the matters covered hereby, and supersedes all prior agreements and understandings between the parties regarding the transaction contemplated by this Purchase Contract and the process leading thereto. This Purchase Contract shall only be amended, supplemented or modified in a writing signed by each the City and the Representative. IIP! 14. Status of the Underwriters. The City acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Purchase Contract is an arms' length commercial transaction between the City and the Underwriters, (b) the Underwriters have financial and other interests that differ from those of the City, (c) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the City, (d) the Underwriters have not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated hereby and the discussions, undertakings, and procedures leading thereto irrespective of whether the Underwriters have provided or are currently providing other services to the City on other matters, and (e) the only obligations the Underwriters have to the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Contract. The Underwriters have provided to the City prior disclosures under MSRB Rule G-17, which the City hereby acknowledges the receipt of prior to the execution of this Purchase Contract. 15. Choice of Law. This Purchase Contract shall be governed by and construed in accordance with the laws of the State of Texas. 16. Execution in Counterparts. This Purchase Contract may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Purchase Contract by signing any such counterpart. This Purchase Contract may be delivered by the exchange of signed signature pages by facsimile transmission or by electronic mail with a copy in portable document format or other replicating image attached, or by electronic reproduction of a manual signature transmitted via electronic mail or facsimile, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. 17. Section Headings. Section headings have been inserted in this Purchase Contract as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Purchase Contract and will not be used in the interpretation of any provisions of this Purchase Contract. 18. Severability. If any provision of this Purchase Contract shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstances, or of rendering any other provision inoperative or unenforceable to any extent whatever. 19. No Boycott of Israel. Each of the Underwriters hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Purchase Contract is a contract for goods or services, will not boycott Israel during the term of this Purchase Contract. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is f Id intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. Each of the Underwriters understands "affiliate" to mean an entity that controls or is controlled by, or is under common control, with an Underwriter and exists to make a profit. 20. Iran, Sudan and Foreign Terrorist Organizations. Each of the Underwriters represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: https://comptroller.texas.gov/purchasing/docs/sudanlist.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https:Hcomptroller.texas.gov/purchasing/docs/ftolist.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes each Underwriter and each Underwriter's parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. Each of the Underwriters understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with, an Underwriter and exists to make a profit. 18 If you agree with the foregoing, please sign the enclosed counterpart of this Purchase Contract and return it to the Representative. This Purchase Contract shall become a binding agreement between you and the Underwriters when at least the counterpart of this Purchase Contract shall have been signed by or on behalf of each of the parties hereto. Very truly yours, BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Jefferies LLC By: BofA Securities, Inc. as the Representative of the Underwriters By: Name: Title: ACCEPTANCE ACCEPTED at [a.m.][p.m.], Central Time this day of August, 2021. By: Authorized Office City of Lubbock, Texas City of Lubbock, Texas Electric Light and Power System Revenue Bonds, Series 2021 Purchase Contract Signature Page EXHIBIT A Schedule of Maturities, Interest Rates, Yields and Redemption Provisions $[246,885,000] City of Lubbock, Texas Electric Light and Power System Revenue Bonds, Series 2021 Maturity Principal Interest (4/15) Amount ($) Rate (%) Yield (%)(a) (a) Yield for maturities on and after April 15, 20[] is shown to first call date, April 15, 20[__] Optional Redemption. The City reserves the right, at its option, to redeem Securities having stated maturities on and after April 15, 20[_], in whole or in part, in principal amounts of $5,000 or any integral multiple thereof, on April 15, 20[_], or any date thereafter, at a price of par plus accrued interest to the date of redemption. [Mandatory Sinking Fund Redemption. The Securities scheduled to mature on April 15, in each of the years [2046] and [2051] (the "Term Securities") are subject to scheduled mandatory sinking fund redemption at a price equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys available for such purpose under the terms of the Ordinance, on the dates and in the respective principal amounts, set forth in the following schedule: Exhibit A - 1 Term Securities Maturity: April 15, 2046 Principal Mandatory Redemption Date Amount ($) April 15, 20_ April 15, 20 April 15, 2046* *Final Maturity Term Securities Maturity: Aoril 15.2051 Principal Mandatory Redemption Date Amount ($) April 15, 2047 April 15, 2048 April 15, 2049 April 15, 2050 April 15, 2051 Exhibit A - 2 EXHIBIT B Proposed Form of Underwriters' Counsel Opinion of McCall, Parkhurst & Horton L.L.P. August , 2021 BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Jefferies LLC c/o BofA Securities, Inc. Bank of America Tower 620 S. Tryon Street, 251h Floor Charlotte, NC 28255 Re: $[246,885,000] City of Lubbock, Texas Electric Light and Power System Revenue Bonds, Series 2021 Ladies and Gentlemen: We have acted as counsel for you as the underwriters of the securities described above (the "Securities"), issued under and pursuant to an ordinance (the "Ordinance") of the City of Lubbock, Texas (the "City"), authorizing the issuance of the Securities, which Securities you are purchasing pursuant to a Purchase Contract, dated August 12, 2021. All capitalized undefined terms used herein shall have the meaning set forth in the Purchase Contract. In connection with this opinion letter, we have considered such matters of law and of fact, and have relied upon such certificates and other information furnished to us, as we have deemed appropriate as a basis for our opinion set forth below. We are not expressing any opinion or views herein on the authorization, issuance, delivery, validity of the Securities and we have assumed, but not independently verified, that the signatures on all documents and Securities that we have examined are genuine. Based on and subject to the foregoing, we are of the opinion that, under existing laws, the Securities are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Ordinance is not required to be qualified under the Trust Indenture Act of 1939, as amended. Because the primary purpose of our professional engagement as your counsel was not to establish factual matters, and because of the wholly or partially non -legal character of many of the determinations involved in the preparation of the Preliminary Official Statement dated [August 4], 2021 (the "Preliminary Official Statement") and the Official Statement dated [August 12], 2021 (the "Official Statement") and because the information in the Official Statement under the headings "BOOK -ENTRY -ONLY SYSTEM", "SUMMARY OF SELECTED PROVISIONS OF THE ORDINANCE", "TAX MATTERS", "CONTINUING DISCLOSURE OF INFORMATION — Compliance with Prior Undertakings", and Appendices A, B, C and D thereto were prepared by others who have been engaged to review or provide such information, we are not passing on and Exhibit B - 1 do not assume any responsibility for, except as set forth in the last sentence of this paragraph, the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement (including any appendices, schedules and exhibits thereto) and we make no representation that we have independently verified the accuracy, completeness or fairness of such statements. In the course of our review of the Preliminary Official Statement and the Official Statement, we had discussions with representatives of the City regarding the contents of the Preliminary Official Statement and the Official Statement. In the course of our participation in the preparation of the Official Statement as your counsel, we had discussions with representatives of the City, including its City Attorney, Bond Counsel and Financial Advisor, regarding the contents of the Preliminary Official Statement and the Official Statement. In the course of such activities, no facts came to our attention that would lead us to believe that the Preliminary Official Statement, as of its date, and the Official Statement, as of its date and the date hereof (except for the financial statements and other financial and statistical data contained therein, the information set forth under the headings "BOOK -ENTRY -ONLY SYSTEM", "SUMMARY OF SELECTED PROVISIONS OF THE ORDINANCE", "TAX MATTERS", "CONTINUING DISCLOSURE OF INFORMATION — Compliance with Prior Undertakings", and Appendices A, B, C and D thereto, as to which we express no opinion), contained or contain any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Assuming the enforceability of the Ordinance, we are of the opinion that you may reasonably conclude that the continuing disclosure undertaking by the City set forth in the Ordinance satisfies the requirements contained in paragraph (b)(5) of Rule 15c2-12. This opinion letter may be relied upon by only you and only in connection with the transaction to which reference is made above and may not be used or relied upon by any other person for any purposes whatsoever without our prior written consent. Respectfully, Exhibit B - 2 EXHIBIT C Opinion of the City Attorney August _, 2021 BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Jefferies LLC c/o BofA Securities, Inc. Bank of America Tower 620 S. Tryon Street, 251h Floor Charlotte, NC 28255 Re: $[246,885,000] City of Lubbock, Texas Electric Light and Power System Revenue Bonds, Series 2021 Ladies and Gentlemen: I am the City Attorney for the City of Lubbock, Texas (the "City") at the time of the issuance of the above referenced securities (the "Securities"), pursuant to the provisions of an ordinance (the "Ordinance") duly adopted by the City Council of the City on August 10, 2021. Capitalized terms not otherwise defined in this opinion have the meanings assigned in the Purchase Contract between the City and the addressees on August 12, 2021 (the "Purchase Contract"). In my capacity as City Attorney to the City, I have reviewed such agreements, documents, certificates, opinions, letters, and other papers as I have deemed necessary or appropriate in rendering the opinions set forth below. In making my review, I have assumed the authenticity of all documents and agreements submitted to me as originals, conformity to the originals of all documents and agreements submitted to me as certified or photostatic copies, the authenticity of the originals of such latter documents and agreements, and the accuracy of the statement contained in such documents. Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set forth, I am of the opinion that under the applicable laws of the United States of America and the State of Texas in force and effect on the date hereof - Based on reasonable inquiry made of the responsible City employees and public officials, the City is not, to the best of my knowledge, in breach of or in default under any applicable law or administrative regulation of the State of Texas or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is party or is otherwise subject and, to the best of my knowledge after due inquiry, no event has occurred and is continuing that, with the passage of time or the giving of notice, or both, would constitute such a default by the City under any of the foregoing; and the execution and delivery of the Purchase Contract, the Securities and the adoption of the Ordinance and compliance with Exhibit C - 1 the provisions of each of such agreements or instruments does not constitute a breach of or default under any applicable law or administrative regulation of the State of Texas or the United States or any applicable judgment or decree or, to the best of my knowledge, any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject; and 2. Except as disclosed in the Official Statement, no litigation is pending, or, to my knowledge, threatened, in any court in any way (a) challenging the titles of the Mayor or any of the other members of the City Council to their respective offices; (b) seeking to restrain or enjoin the issuance, sale or delivery of any of the Securities, or the collection or application of the Pledged Revenues pledged or to be pledged to pay the principal of and interest on the Securities; (c) contesting or affecting the validity or enforceability of the Securities, the Ordinance, the Pricing Certificate or the Purchase Contract; (d) contesting the powers of the City or any authority for the issuance of the Securities, or the adoption of the Ordinance; or (e) that would have a material and adverse effect on the financial condition of the City. 3. I have reviewed the information in the Official Statement contained under the caption "LITIGATION" and such information in all material respects accurately and fairly summarizes the matters described therein. This opinion is furnished solely for your benefit and may be relied upon only by the addresses hereof or anyone to whom specific permission is given in writing by me. Very truly yours, Exhibit C - 2 EXHIBIT D FORM OF CERTIFICATE REGARDING ISSUE PRICE The undersigned hereby certifies with respect to the sale of the City of Lubbock, Texas Electric Light and Power System Revenue Bonds, Series 2021 (the "Securities"), as follows: 1. The undersigned is a duly authorized representative of BofA Securities, Inc. (the "Representative"), which acted as the lead underwriter of the underwriting group (the "Underwriters") that purchased the Securities from the City of Lubbock, Texas (the "Issuer"), pursuant to that certain Purchase Contract, dated August 12, 2021, and entered into by the Issuer and the Representative on behalf of the underwriting group. In this capacity, I am familiar with the facts stated herein and am duly authorized to execute and deliver this certificate on behalf of the Underwriters. 2. The Initial Offering Prices are the first prices at which at least 10% of the Securities of each maturity was sold to the public, except for the Securities listed in Schedule II hereto as the undersold maturities (the "Undersold Maturities"). 3. As of the date hereof, other than the Undersold Maturities, the first price or yield at which at least 10% of each Maturity of the Securities was sold by the Underwriters to the Public was the respective Initial Offering Price set forth on Schedule I hereto. With respect to the Undersold Maturities, as agreed to in writing by the Representative in the Purchase Contract between the Issuer and the Representative, dated August 12, 2021, the Representative has not offered or sold any of the Undersold Maturities to any person at a price higher than or a yield lower than the respective Initial Offering Price for a period of time starting on the Sale Date the close of the fifth business day following the Sale Date. 4. The sum of the Initial Offering Prices is $ 5. For purposes of this Certificate, the following definitions apply. "Maturity" means Securities with the same credit and payment terms. Securities with different maturity dates, or Securities with the same maturity date but different stated interest rates, are treated as separate maturities. "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an underwriter or a Related Party to an underwriter. "Related Party" means any entity if an underwriter and such entity are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profit interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other Exhibit D - I entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). "Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Securities to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Securities to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Securities to the Public). The Issuer may rely on the statements made herein in connection with making certain representations set forth in the Federal Tax Certificate to which this Certificate is attached and in its efforts to comply with the conditions imposed by the Code regarding the exclusion from gross income interest on the Securities. Further, Orrick, Herrington & Sutcliffe LLP, Austin, Texas, Bond Counsel, may also rely on this Certificate of Underwriters for purposes of its opinion that interest on the Securities is excludable from gross income for federal income tax purposes and the preparation of the Internal Revenue Service Form 8038-G. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose. The representations set forth herein are not necessarily based on personal knowledge and, in certain cases, the undersigned is relying on representations made by the other Underwriters. EXECUTED and DELIVERED as of the _ day of , 2021. BOFA SECURITIES, INC. Name: Title: Exhibit D - 2 SCHEDULE I - SCHEDULE OF TERMS Exhibit D - 3 SCHEDULE II — FINAL PRICING Exhibit D - 4 EXHIBIT E "HOLD -THE -PRICE" MATURITY SCHEDULE [None of the Securities] [The Securities scheduled to mature on April 15 in the years _] are subject to the "hold -the -offering -price rule" as defined in Section 3(b)(3) of the Purchase Contract. Exhibit E - 1 PRICING CERTIFICATE City of Lubbock, Texas Electric Light and Power System Revenue Bonds, Series 2021 Re: $L] City of Lubbock, Texas Electric Light and Power System Revenue Bonds, Series 2021 (the "Bonds") I, the undersigned officer of the City of Lubbock, Texas (the "City"), do hereby make and execute this Pricing Certificate pursuant to an ordinance adopted by the City Council of the City on August 10, 2021 (the "Ordinance") authorizing the issuance of the Bonds. Capitalized terms used in this Pricing Certificate shall have the meanings given such terms in the Ordinance. 1. As authorized by Section 8.01 of the Ordinance, I have acted on behalf of the City in selling the Bonds to the Underwriter pursuant to the terms of a purchase contract authorized pursuant to Section 8.01 of the Ordinance, for the sum of $[_] (representing the principal amount of $[__].00, plus a premium of $[_] and less an underwriter's discount of $[-]), and having the following terms, conditions and provisions, all as authorized pursuant to Section 8.01 of the Ordinance: A. The Bonds shall be issued in the aggregate principal amount of $[J, shall be dated September 1, 2021 (the "Bond Date"), shall be issued as Tax -Exempt Bonds, shall bear interest from their date of delivery and shall mature on April 15 in the years and in the principal amounts and bear interest, payable on April 15 and October 15 of each year, commencing [J at the rates set forth in the following schedule: Years 20_ 20_ 20 20 20_ 20_ 20 20 20 20_ Principal Installments Interest Rates $ Years 20 20 20 20 20 20� 20' 20� 20 20 20 20 20` Principal Installments Interest Rates $ B. Optional Redemption. The Bonds maturing on and after April 15, [J are subject to optional redemption, in whole or in part, on April 15, [__], or on any date thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus accrued interest to the date fixed for redemption. 4129-13954352.1 C. Mandatory Redemption. The Bonds maturing on April 15 in the years [J and [—] (collectively, the "Term Bonds") are subject to mandatory sinking fund redemption prior to their scheduled maturity, and will be redeemed by the City, in part at a redemption price equal to the principal amount thereof, without premium, plus interest accrued to the redemption date, on the dates and in the principal amounts shown in the following schedule: Term Bonds Maturing April 15 f 1 Mandatory Redemption Date (April 15) Principal Redemption Amount Price U $U U* U Term Bonds Maturing April 15, [ 1 Mandatory Redemption Date (April 15) Principal Amount 100% 100% 100% Redemption Price [ ] $ L] 100% U U 100% U [� 100% U [i 100% U* U 100% * Final maturity The Paying Agent/Registrar will select by lot or by any other customary method that results in a random selection the specific Term Bonds (or with respect to Term Bonds having a denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory redemption. The principal amount of Term Bonds required to be redeemed on any redemption date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be reduced, at the option of the City, by the principal amount of any Term Bonds which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. D. In accordance with the parameters contained in Section 8.01 and Exhibit B of the Ordinance, the undersigned does hereby find, certify and represent that the foregoing terms of the Bonds satisfy the following requirements and parameters contained within such Section 8.01 and Exhibit B: 2 4129-13954352.1 (i) the price to be paid for the Bonds is not less than 90% of the aggregate principal amount of the Bonds; (ii) the Bonds do not bear interest at a rate greater than the maximum rate allowed by Chapter 1204, Texas Government Code, as amended; (iii) the aggregate principal amount of the Bonds produces proceeds in an amount sufficient to fund the purposes described in Section 3.01 of the Ordinance and such aggregate principal amount does not exceed the maximum amount authorized in Section 3.01 of the Ordinance; (iv) the final maturity for the Bonds does not exceed the maximum maturity of thirty-one (31) years from their date of delivery; and (v) the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations. 2. Proceeds of the Bonds shall be applied as follows: (i) $[_] shall be deposited to a special account and used for the purposes identified in Section 3.01(i) of the Ordinance; (ii) $[j shall be deposited with the Refunded Notes Paying Agent or the holder used for the purposes identified in Section 3.01 (ii) of the Ordinance; (iii) $[j shall be deposited to a special account and used for the purposes identified in Section 3.01(iii) of the Ordinance; and (iv) $[J shall be used for the purposes identified in Section 3.01(iv) of the Ordinance. 3. After giving effect to the issuance of the Bonds, the Required Reserve is $[_], which is equal to the lesser of (i) the Average Annual Debt Service for all bonds Outstanding and (ii) the maximum amount in a reasonably required reserve fund that can be invested without restriction as to yield pursuant to Subsection (d) of section 148 of the Code and regulations promulgated thereunder. Such amount is currently on deposit in the Reserve Portion of the Bond Fund and no 4. The Refunded Obligations consist of the following Refunded Obligation Candidates set forth in Schedule I. The Bonds shall be issued substantially in the form attached hereto as Exhibit A. 6. The Bank of New York Mellon Trust Company, N.A. is hereby designated as the initial Paying Agent/Registrar for the Bonds. 7. [Approval of bond insurance, if applicable.] 8. The undersigned hereby finds that the terms and conditions of the sale of the Bonds are in the best interest of the City and are the most advantageous reasonably available to the City. [Signature page follows] 4129-13954352.1 Executed , 2021. D. B u Kost ich Chief Financial Officer City of Lubbock, Texas [Signature Page for Pricing Certificate for Electric Light and Power System Bonds] SCHEDULEI SCHEDULE OF REFUNDED OBLIGATIONS Electric Light and Power System Revenue Tax -Exempt Revolving Notes, Series 2019 Note Date Maturity Date Note No. Par Amount Call Date' Call Price' August 2, 2021 September 9, 2021 21 $245,600,000 N/A N/A 1 Not applicable. Refunded Obligations will be repaid at stated maturity. I-1 4129-13954352. l EXHIBIT A FORM OF THE BONDS The form of the Bond, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and the form of Assignment appearing on the Bonds, shall be generally as follows: (a) Form of Bond. REGISTERED No. United States of America State of Texas REGISTERED County of Lubbock CITY OF LUBBOCK, TEXAS ELECTRIC LIGHT AND POWER SYSTEM REVENUE BOND SERIES 2021 INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER: % , 20_ September 1, 2021 The City of Lubbock (the "City"), in the County of Lubbock, State of Texas, for value received, hereby promises to pay to or registered assigns, but solely from the sources and in the manner hereinafter provided, on the Maturity Date specified above, the sum of DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provided for, and to pay interest on such principal amount from the later of [September 9, 2021 ] or the most recent interest payment date to which interest has been paid or provided for until payment of such principal amount has been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30- day months, such interest to be paid semiannually on April 15 and October 15 of each year, commencing [J. All capitalized terms used herein but not defined shall have the meaning assigned to them in the Ordinance (defined below). The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate office in Dallas, Texas (the "Designated Payment/Transfer Office"), of The Bank of New York Mellon Trust Company, N.A., the initial Paying Agent/Registrar, or, with respect to a A-1 4129-13954352.1 successor Paying Agent/Registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the interest payment date, and mailed by the Paying Agent/Registrar to the registered owner at the address shown on the Register kept by the Paying Agent/Registrar, or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the registered owner; provided, however, such registered owner shall bear all risk and expense of such other banking arrangement. For the purpose of the payment of interest on this Bond, the registered owner shall be the person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the last Business Day of the month next preceding an Interest Payment Date. If the date for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, legal holiday or day on which banking institutions in the city where the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day that is not a Saturday, Sunday, legal holiday or day on which banking institutions are required or authorized to close and payment on such date shall for all purposes be deemed to have been made on the original date payment was due. This Bond is one of a series of fully registered bonds specified in the title hereof issued in the aggregate principal amount of $[_] (herein referred to as the "Bonds"), issued pursuant to the authority provided by Chapters 1207, 1371 and 1502, Texas Government Code, as amended, and a certain ordinance of the City (the "Ordinance"), for the purposes of (i) paying the costs of acquiring, purchasing, constructing, improving, renovating, enlarging, and/or equipping property, buildings, structures, facilities, and/or related infrastructure for the System, (ii) refunding the Refunded Obligations (as defined in the Ordinance), (iii) funding the reserve fund requirement for the Bonds, and (iv) paying the costs of issuing the Bonds and refunding the Refunded Obligations. The Bonds, together with certain outstanding parity lien revenue bonds of the City, are secured by and payable solely from a first lien on and pledge of the Net Revenues of the System, as provided or incorporated by reference in the Ordinance. The Bonds constitute special obligations of the City payable solely from the sources and in the manner set forth herein and in the Ordinance and not from any other revenues, funds or assets of the City. The City has reserved the right, subject to the restrictions stated or incorporated by reference in the Ordinance, to issue additional parity revenue bonds that may be secured in the same manner and on a parity with the Bonds and the Previously Issued Bonds. The City has reserved the option to redeem the Bonds maturing on or after April 15, [J before their respective scheduled maturities in whole or in part on April 15, [J or on any date thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus accrued interest to the date fixed for redemption. If less than all of the Bonds are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portion thereof, within such maturity and in such principal amounts, for redemption. A-2 4129-1395-4352.1 Bonds maturing on April 15 in the years [_] and [J (collectively, the "Term Bonds") are subject to mandatory sinking fund redemption prior to their scheduled maturity, and will be redeemed by the City, in part at a redemption price equal to the principal amount thereof, without premium, plus interest accrued to the redemption date, on the dates and in the principal amounts shown in the following schedule: Term Bonds Maturing April 15, [ 1 Mandatory Redemption Date (April 15) Principal Redemption Amount Price Term Bonds Maturing April 15, f 1 Mandatory Redemption Date (April 15) 100% 100% 100% Principal Amount Redemption Price 100% 100% U [� 100% U U 100% U* U 100% * Final maturity The Paying Agent/Registrar will select by lot or by any other customary method that results in a random selection the specific Term Bonds (or with respect to Term Bonds having a denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory redemption. The principal amount of Term Bonds required to be redeemed on any redemption date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be reduced, at the option of the City, by the principal amount of any Term Bonds which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. A-3 4129-1395-4352.1 Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. In the Ordinance, the City reserves the right in the case of an optional redemption to give notice of its election or direction to redeem Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date or (ii) that the City retains the right to rescind such notice at any time prior to the scheduled redemption date if the City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice, and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected owners. Any Bonds subject to conditional redemption where redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an event of default. Further, in the case of a conditional redemption, the failure of the City to make moneys and/or authorized securities available in part or in whole on or before the redemption date shall not constitute an event of default. As provided in the Ordinance and subject to certain limitations therein set forth, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar; thereupon, one or more new fully registered Bonds of the same stated maturity, of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The City, the Paying Agent/Registrar, and any other person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Bond is registered on the Record Date) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Paying Agent/Registrar, nor any such agent shall be affected by notice to the contrary. It is hereby certified and recited that this Bond has been duly and validly issued and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the issuance and delivery of this Bond have been performed, existed, and been done in accordance with law; that the Bonds do not exceed any constitutional or statutory limitation; and that provision has been made for the payment of the principal of and interest on the Bonds by irrevocably pledging the net revenues of the System, as hereinabove recited. The registered owner hereof shall never have the right to demand payment of this Bond out of any funds raised or to be raised by taxation. A-4 4129-13954352.1 IN WITNESS WHEREOF, the City has caused this Bond to be executed in its name by the manual or facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature of the City Secretary, and the official se�pf the City has been duly impressed or placed in facsimile on this Bond. 1 Mayor, City of Lubbock, Texas City kecretary, City of L b ck, Texas [SEAL] (b) Form of Comptroller's Registration Certificate. The following Comptroller's Registration Certificate may be deleted from the definitive Bonds if such Certificate on the initial Bond is fully executed. OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. OF THE STATE OF TEXAS § I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding special obligation of the City of Lubbock, Texas, payable from the revenues pledged to its payment by and in the ordinance authorizing same and that said bond has this day been registered by me. Witness my hand and seal of office at Austin, Texas, Comptroller of Public Accounts of the State of Texas [SEAL] A-5 4129-13954352.1 (c) Form of Certificate of Pang Agent/Registrar. The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond if the Comptroller's Registration Certificate appears thereon. CERTIFICATE OF PAYING AGENT/REGISTRAR It is hereby certified that this Bond has been issued under the provisions of the Ordinance described on this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or portion of a bond or bonds of an issue which was originally approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas as shown in the records kept by the undersigned. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Paying Agent/Registrar By: Dated: Authorized Representative (d) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): (Social Security or other identifying number: _ ) the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, substitution in the premises. Dated: Signature Guaranteed By: Authorized Signatory 4129-13954352.1 with full power of NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. (e) The Initial Bond shall be in the form set forth in subsections (a), (b) and (d) of this Section, except for the following alterations: (i) immediately under the name of the Bond (which name shall be set forth in the Pricing Certificate), the headings "INTEREST RATE" and "MATURITY DATE" shall be completed with the words "As shown below" and the heading "CUSIP NUMBER" shall be deleted; (ii) in the first paragraph of the Bond, the words "on the Maturity Date specified above, the sum of DOLLARS" shall be deleted and the following will be inserted: "on April 15 in each of the years, in the principal installments and bearing interest at the per annum rates in accordance with the following schedule: Years Principal Installments Interest Rates (Information to be inserted from the Pricing Certificate) (iii) the Initial Bond shall be numbered T-1. A-7 4129-13954352.1 ADDITIONAL BONDS CERTIFICATE This certificate relates to the City of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 2021 (the "Bonds"), and is executed as of the closing date for such Bonds. Capitalized terms used herein and not otherwise defined shall have the meaning assigned thereto in the Ordinance (the "Ordinance"), adopted by the City Council of the City, authorizing the issuance of the Bonds. Pursuant to Section 9.01(a) of the Ordinance, I, the undersigned Chief Financial Officer of the City of Lubbock, Texas (the "City"), do hereby certify that the City is not in default in connection with any of the covenants, conditions or obligations contained in the ordinance authorizing the Outstanding Previously Issued Bonds and all interest, sinking and reserve funds for such bonds have been fully maintained in accordance with the provisions of said ordinances. Chief Fin ncial Officer City of Lubbock, Texas 4154-83424304.1 l The Attorney General of Texas Public Finance Section William P. Clements Building, 71h Floor 300 West 15th Street Austin, Texas 78701 The Comptroller of Public Accounts Public Finance Division I I I East 17th Street Austin, Texas 78701 Re: City of Lubbock, Texas Electric Light and Power System Revenue Bonds, Series 2021 (the "Bonds") Ladies and Gentlemen: The captioned Bonds are being sent to the Office of the Attorney General, and it is requested that such office examine and approve the Bonds in accordance with law. After such approval, it is requested that the Attorney General deliver the Bonds to the Comptroller of Public Accounts for registration. Enclosed with the Bonds is a signed but undated copy of the GENERAL AND NO - LITIGATION CERTIFICATE (the "Certificate") relating to the Bonds. The Attorney General is authorized to date the Certificate concurrently with the date of approval of the Bonds. If any litigation or contest should develop pertaining to the Bonds or any other matters covered by said Certificate, the undersigned will notify the Attorney General thereof immediately by telephone. The Comptroller is requested to register the Bonds as required by law and the proceedings authorizing the Bonds. After such registration, the Comptroller is requested to deliver the Bonds, together with three copies of each of the Attorney General's Approving Opinion and Comptroller's Certificate for the Bonds, to Ben Morse, Orrick, Herrington & Sutcliffe, LLP, 300 West 61h Street, Suite 1850, Austin, Texas 78701. CITY OF LUBBOCK, TEXAS By: "I Mayor CITY OF LUBBOCK, TEXAS 1314 Avenue K Lubbock, TX 79401 August 10, 2021 The Bank of New York Mellon Trust Company, N.A., as Paying Agent/Registrar 601 Travis Street, Floor 16 Houston, Texas 77002 Telephone: (713) 483-6764 Attention: Patty Barbarino Email: patty.barbarino@bnymellon.com Bank of America, N.A., as Bank 211 N. Robinson, 2nd Floor OK1-100-02-30 Oklahoma City, Oklahoma 73102 Telephone: (405) 230-1717 Attention: Brent Riley Email: brent.riley@baml.com Re: City of Lubbock, Texas - Notice of redemption/repayment of outstanding obligations set forth in Exhibit A attached hereto (the "Refunded Obligations") Ladies and Gentlemen: To the extent required by the ordinance authorizing the issuance of the Refunded Obligations, the Note Purchase Agreement related to Refunded Obligations, or any other document related to the Refunded Obligations, notice is hereby given that the City of Lubbock, Texas (the "City") intends to repay the Refunded Obligations set forth in Exhibit A attached hereto at stated maturity (September 9, 2021). This notice is contingent upon the closing on the City's Electric Light and Power System Revenue Bonds, Series 2021 (the "Bonds"), and the City reserves the right to request that additional notes be issued under the Electric Light and Power System Revenue Revolving Note Program (the "Program") in the event that the Bonds do not close on or before September 9, 2021. Please acknowledge receipt of this letter by signing in the space provided. By the Paying Agent/Registrar's acknowledgment hereof, it agrees: (i) to provide any notice required by accordance with the Ordinance authorizing the issuance of the Refunded Obligations, and (ii) it certifies that a deposit with the Paying Agent/Registrar in the amount of $[j will be sufficient to repay the principal and accrued interest on the Refunded Obligations at stated maturity (September 9, 2021). By the Bank's execution of the acknowledgment and waiver attached hereto, it agrees as follows: (i) it has received appropriate notice of the repayment of the Refunded Obligations, (ii) it waives any other notices to which it may be entitled in connection with the repayment of the Refunded Obligations, (iii) it is the sole holder of the Refunded Obligations, and (iv) it certifies that a deposit with the Paying Agent/Registrar in the amount of $[_] will be sufficient to repay the principal and accrued interest on the Refunded Obligations at stated maturity (September 9, 2021). The Remainder of this Page Intentionally Left Blank 4135-5666-5904.1 CITY OF LUBBOCK, TEXAS By: � , D. Blu Kostelich Chief Financial Officer 4135-5666-5904.1 Receipt Acknowledged on this , 2021: The Bank of New York Mellon Trust Company, N.A. By: Name: Title: 4135-5666-5904.1 Receipt Acknowledged on this , 2021: Bank of America, N.A. By: Name: Title: 4135-5666-5904.1 EXHIBIT A SCHEDULE OF REFUNDED OBLIGATIONS Electric Light and Power System Revenue Tax -Exempt Revolving Notes, Series 2019 Note Date Maturity Date Note No. Par Amount Call Datel Call Pricer August 2, 2021 September 9, 2021 21 $245,600,000 N/A N/A ' Not applicable. Refunded Obligations will be repaid at stated maturity. 4135-5666-5904.1 The Attorney General of Texas Public Finance Section William P. Clements Building, 71h Floor 300 West 15th Street Austin, Texas 78701 The Comptroller of Public Accounts Public Finance Division I I I East 17th Street Austin, Texas 78701 Re: City of Lubbock, Texas Electric Light and Power System Revenue Bonds, Series 2021 (the "Bonds") Ladies and Gentlemen: The captioned Bonds are being sent to the Office of the Attorney General, and it is requested that such office examine and approve the Bonds in accordance with law. After such approval, it is requested that the Attorney General deliver the Bonds to the Comptroller of Public Accounts for registration. Enclosed with the Bonds is a signed but undated copy of the GENERAL AND NO - LITIGATION CERTIFICATE (the "Certificate") relating to the Bonds. The Attorney General is authorized to date the Certificate concurrently with the date of approval of the Bonds. If any litigation or contest should develop pertaining to the Bonds or any other matters covered by said Certificate, the undersigned will notify the Attorney General thereof immediately by telephone. The Comptroller is requested to register the Bonds as required by law and the proceedings authorizing the Bonds. After such registration, the Comptroller is requested to deliver the Bonds, together with three copies of each of the Attorney General's Approving Opinion and Comptroller's Certificate for the Bonds, to Ben Morse, Orrick, Herrington & Sutcliffe, LLP, 300 West 61h Street, Suite 1850, Austin, Texas 78701. CITY OF LUBBOCK, TEXAS By: Mayor