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

examined for compliance with said Official Notice of Sale, to cause computations to be made as
to which bidder has bid the lowest true interest cost to the Issuers of the applicable Series of Note
Participations and to present such bids to the Representative, as provided in said Official Notice
of Sale, along with a report as to the foregoing and any other matters deemed pertinent to the
award of the Note Participations and proceedings for the issuance thereof; and, in connection
with the foregoing, to utilize the services of an electronic bidding service or other agent for
service satisfactory to the Representative.
The Representative is authorized to award each Series of the Note Participations
under the terms and conditions stated in the Official Notice of Sale to the bidder with the best bid
therefore determined in accordance with said Official Notice of Sale and in accordance with the
Pricing Confirmation confirming the award of the Note Participations under the terms and
conditions stated in the respective Official Notice of Sale including, without limitation, the
interest rate and price, and the form of the Pricing Confirmation substantially in the form and
substance set forth in Exhibit C attached hereto is hereby approved. The Authorized Officers are
each hereby authorized and directed to execute and deliver the Pricing Confirmation in
substantially said form, with such changes thereto as an Authorized Officer shall approve, such
approval to be conclusively evidenced by his or her execution and delivery thereof; provided,
however, that the interest rate on the Note shall not exceed twelve percent (12%) per annum and
the aggregate Principal Amount of the Note shall not exceed $25,000,000.
The Representative and the Financial Advisor are further authorized to take such
additional steps as may be required to effect the sale of the Note and the Note Participations and
the award of one or more investment agreements, if any, as solicited from qualified bidders by
the Investment Broker retained by the Representative.
(c) If an Authorized Officer notifies the Representative that based upon
advice of the Financial Advisor and the results of other comparable sales of short-term
obligations or similar indicia, it is in the best interests of the District to negotiate the sale of its
Note, then such Note as evidenced and represented by the related Series of Note Participations
shall be sold to the Underwriter pursuant to the terms and provisions of the Purchase Agreement
and as provided in this subsection (c). The form of the Purchase Agreement presented to this
meeting or otherwise to the Board is hereby approved. The Authorized Officers are each hereby
authorized and directed to execute and deliver the Pricing Confirmation evidencing sale of the
Series of Note Participations which evidence and represent interests of the owners thereof in the
Note to such Underwriter and, if applicable, the Purchase Agreement, each in substantially said
form, with such changes thereto as such Authorized Officer shall approve, such approval to be
conclusively evidenced by his or her execution and delivery thereof; provided, however, that the
interest rate on the Note shall not exceed twelve percent (12%) per annum, and that the District’s
pro rata share of underwriter’s discount on the Note, if applicable, shall not exceed one percent
(1.0%) of the Principal Amount of such Series; provided further, that there shall be no
Underwriter’s discount in the event of a private placement of the Series of Note Participations,
but such private placement shall be subject to a placement fee to be approved by an Authorized
District Representative. Delivery of an executed copy of the Pricing Confirmation by fax or
telecopy shall be deemed effective execution and delivery for all purposes.
OHS West:260886960.2 7
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