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A TT ACHMENT L-2 <br />03/13/06 <br />$507,815,000 <br />PUBLIC UTILITIES COMMISSION <br />OF THE CITY AND COUNTY OFSAN FRANCISCO <br />SAN FRANCiSCO WATER REVENUE BONDS, 2006 SERIES A <br />$110,065,000 <br />PUBLIC UTILITIES COMMISSION <br />OF THE CITYAND COUNTY OF SAN FRANCISCO <br />SAN FRANCISCO WATER REVENUE BONDS, 2006 REFUNDING SERIESB <br />CERTIFICATE REGARDING USE OF PROCEEDS <br />The undersigned hereby states and certifesas follows: <br />(i) The undersigned is the General Manager of the Public Utiities Commission of <br />the City and County of San Francisco (the "Commission"), and is authorized to execute this <br />certificate on behalf of the Commission and is knowledgeable with respect to the matters set <br />forth herein. <br />(ii) On the date hereof, the Commission is issuing the two series of bonds captioned <br />above (the "2006 Series A Bonds," the "2006 Refunding Series B Bonds" and, together, the <br />"Bonds") pursuant to an Amended and Restated Indenture dated as of August 1, 2002 and the <br />First Supplemental Indenture dated as of March 1, 2006 (collectively, the "Indenture"), both by <br />and between the Commission and U.S. Bank National Association, as trustee (the "Trustee"). <br />(iii) The Trustee wil transfer and deposit the proceeds of the 2006 Series A Bonds <br />received by the Trustee on the date hereof as follows: <br />(1) $48,212,528.32 will be deposited in the 2006 Series A Gapitalized Interest <br />Account established within the Interest Fund; <br />(2) $15,958,031.25 will be deposited in the 2006 Series A Reserve Account of <br />the Bond Reserve Fund; <br />(3) $623,906.09 will be deposited in the 2006 Series A Costs of Issuance Fund; <br />(4) $120,622,352.19 will be deposited in the 2006 Series A Refunding Fund and <br />transferred pursuant to Irrevocable Refunding Instructions of the Commíssion dated the <br />date hereof; and <br />(5) the remaining $338,600,816.86 wil be transferred to the Treasurer for <br />deposit to the 2006 Senes A Project Fund. <br />(iv) The proceeds of the 2006 Series A Bonds transferred pursuant to the Irrevocable <br />Refunding Instructions of the Commission wil be used to defease and refund the Commission's <br />Commercial Paper Notes (Water Series) on a current basis. The Notes were issued to finance <br />a portion of the facilities described in Exhibit A hereto. <br />(v) The proceeds of the Bonds deposited in the 2006 Series A Project Fund will be <br />used to finance a portion of the facilties described in Exhibit A hereto.