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

TRUST AGREEMENT
This Trust Agreement (the “Trust Agreement”), dated as of ________ 1, 2010, by
and between U.S. Bank National Association, a national banking association duly organized and
existing under and by virtue of the laws of the United States of America (the “Trustee”), Orange
County Department of Education, as Representative, and [Anaheim City School District, Brea
Olinda Unified School District, Capistrano Unified School District, Centralia School District,
Fullerton School District, Irvine Unified School District and La Habra City School District]
(collectively, and as more particularly defined herein, the “Districts”);
W I T N E S S E T H:
WHEREAS, the Districts have determined to simultaneously issue their Tax and
Revenue Anticipation Notes, all having the same maturity date and in the respective principal
amounts set forth in Schedule I hereto (individually, a “Note” and collectively, the “Notes”) and
to deposit the Notes with the Trustee and participate in the South Coast Local Education
Agencies Pooled Tax and Revenue Anticipation Note Program (the “Program”); and
WHEREAS, each District is a participant in the Program; and
WHEREAS, each District participating in the Program desires to have its Note
marketed together with the Notes issued by the other Districts participating in the Program in
order to achieve a lower net interest cost and lower costs associated with issuing its Note; and
WHEREAS, each District has designated the Trustee to act as its trustee with
respect to the funds received by such District from the sale of its Note and with respect to the
moneys paid by such District in satisfaction of its Note; and
WHEREAS, each District participating in the Program has executed a pricing
confirmation, confirming the sale to the Purchaser (as defined herein) of its Note and the Note
Participations (described herein) which evidence and represent proportionate and undivided
interests in its Note and the Notes issued simultaneously by the other Districts participating in
the Program and constituting part of the same Series of Note Participations; and
WHEREAS, each District participating in such Series has authorized and
directed the Trustee to execute and deliver on its behalf pursuant to the terms of this Trust
Agreement, the Note Participations; and
Districts; and
WHEREAS, the Trustee, pursuant hereto accepts the deposits of the Notes by the
WHEREAS, in consideration of such deposits and the execution and entering
into of this Trust Agreement, the Trustee has agreed to execute and deliver note participations, as
more fully described herein (the “Note Participations”) in an aggregate principal amount equal to
the aggregate principal amount of the Notes, each evidencing and representing a proportionate,
undivided interest in the Notes; and
OHS West:260889233.1
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