reconvene regular meeting: 7:00 pm - Irvine Unified School District

The Participants
The Participants and the principal amount of their respective Notes are set forth below:
Participant
Maximum
Principal Amount
of Notes Authorized
Principal Amount
of Notes *
[Anaheim City School District] $ $
Brea-Olinda Unified School District
Capistrano Unified School District
Centralia School District
Fullerton School District
Irvine Unified School District
La Habra City School District
[Orange Unified School District]
[Placentia – Yorba Linda Unified School District]
[Savanna School District]
TOTAL $ $
THE TRANSACTION
On the date of issuance of the Notes and the execution and delivery of the Note Participations (the
“Closing Date”) and pursuant to the Trust Agreement the following transactions shall occur simultaneously
in accordance with the Trust Agreement: (a) each Participant shall deposit its respective Note in trust with
the Trustee, who shall hold such Note as registered owner thereof in trust until its maturity; (b) the Trustee
shall execute and deliver the Note Participations, registered in the name of The Depository Trust
Company, New York, New York (“DTC”), as registered owner of the Note Participations, or its nominee,
for the benefit of the beneficial owners of interest in the Note Participations described herein (“Beneficial
Owners”); and (c) the proceeds of the Note Participations shall be deposited and disbursed as set forth in
the Trust Agreement initially to pay the purchase price for the related Notes and costs of issuance therefor
and thereafter to be applied by each respective Participant to provide operating cash for each Participant’s
working capital expenditures.
The net purchase price for the Notes shall be derived solely from the proceeds received from the
sale of the respective Note Participations, which will be an amount equal to the principal amount of the
respective Notes, plus any premium less underwriter’s discount. The Note Participations will represent
undivided, proportionate interests in the Notes and the debt service payments to be made by the
Participants under the Notes. Principal and interest payments made by the Participants to the Trustee will
be remitted by wire transfer to DTC or its nominee which in turn will remit such payments to participants
in DTC (“DTC Participants”) for subsequent disbursement to the Beneficial Owners. See Appendix E –
“Book-Entry Only System” attached hereto. Pursuant to the Trust Agreement, the Trustee agrees to transfer
upon the maturity of the Notes all such debt service payments as may be received from the Participants to
DTC, and the Trustee agrees to hold the Notes until their maturity for the benefit of the Beneficial Owners.
Neither the Trustee nor the Participants shall have any further liability with respect to payments of
principal of and interest on the Notes represented by the Note Participations or any fiduciary responsibility
*
Preliminary, subject to change.
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