AgdaPkt 2019-05-20 Joint SA PFA - Laserfiche WebLink

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8.A. - Page 19 of 73 6. Under the Joint Powers Agreement, the Members are obligated to pay their allocable share of debt service on bonds and other obligations issued or incurred by the Authority to finance and refinance the Project as such allocable shares are determined in accordance with the existing provisions of the Joint Powers Agreement. 7. In order to provide security for bonds and other obligations issued or incurred by the Authority to provide financing for the Project, the City and the Authority have previously entered into the Original Financing Agreement, as amended by the First Amendment. 8. The Authority and the City wish to enter into this Second Amendment to amend certain provisions of the Financing Agreement, and to amend certain other provisions of the Financing Agreement as set forth in Exhibit A hereto which shall apply solely to the WIFIA Loan and the WIFIA Lender. AGREEMENT: In consideration of the foregoing and the material covenants hereinafter contained, the City and the Authority formally agree as follows: Section 1. Definitions. All capitalized terms used in this Second Amendment and not defined herein shall have the respective meanings given such terms in the Original Financing Agreement, as amended by the First Amendment. Section 2. WIFIA Financing Program. The City and the Authority hereby agree that the WIFIA Loan and the 2019 Notes shall each constitute Bonds under the Financing Agreement and the City's Allocable Share of the WIFIA Loan shall be payable from SBSA Bond Payments secured by a first lien and pledge on the Net Revenues and that the City's Allocable Share of the 2019 Notes shall be payable from SBSA Bond Payments secured by a second lien and subordinate pledge on the Net Revenues. Section 3. Amendments to Definitions and Additional Definitions. (a) The definition of "Allocable Share," as set forth in the Financing Agreement is hereby amended and restated in its entirety to read as follows: Allocable Share" means, with respect to any Bonds, the portion of the Bond Interest and Redemption Expenses and other fees and payments relating to such Bonds which are allocated to the City. The Authority and the City agree that the Allocable Share with respect to the WIFIA Loan shall not exceed [51.44]%." (b) The following definition of "Annual Debt Service" is hereby added to Appendix A of the Financing Agreement, to become effective immediately as to the calculations with respect to Subordinate Debt set forth in Section 8(d) but shall not become effective as to the calculations with respect to Parity Debt set forth in Section 8(a) and (b) until such date that the SBSA Bond Payments with respect to the following Bonds are paid or prepaid in full: 2009 Wastewater Revenue Bonds, 2014 Wastewater Revenue Bonds, 2015 Wastewater Revenue Bonds and 2018 Wastewater Revenue Bonds. Annual Debt Service" means: 2 533