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HomeMy WebLinkAboutRevenue SAB&W LLP Draft of 2126I03 REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2003 Evidencing the Interests of the Owners Thereof in Installment Payments to be Made by the TRUCKEE-DONNER PUBLIC UTILITY DISTRICT Series 2003A Taxable Series 2003B PURCHASE CONTRACT 2003 Board of Directors Truckee-Dormer Public Utility District Truckee, California Ladies and Gentlemen: The undersigned, Bear, Steams & Co. Inc. (the "Underwriter"), hereby offers to enter into this Purchase Contract (the "Purchase Contract") with you, the Truckee-Donner Public Utility District (the "District"), which upon the District's acceptance of this offer,will be binding upon the District and the Underwriter. This offer is made subject to acceptance by you prior to 11:59 P.M., California time, on the date hereof. If this offer is not so accepted, this offer will be subject to withdrawal by the Underwriter upon notice delivered to you at any time prior to acceptance. Upon acceptance, this Purchase Contract shall be in full force and effect in accordance with its terms and shall be binding upon the District and the Underwriter. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Official Statement (as hereinafter defined). 1. Purchase, Sale and Delivery of the 2003 Certificates (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase and the District agrees to cause the Trustee (as defined below) to execute and deliver to the Underwriter all (but not less than all) of S aggregate principal amount of Truckee-Donner Public Utility District Revenue Certificates of Participation, Series 2003A (the "2003A Certificates") and $ aggregate principal I41 4801M,2 amount of Revenue Certificates of Participation, Taxable Series 2003B (the "200313 Certificates" and collectively with the 2003A Certificates, the "2003 Certificates"). The 2003 Certificates are being delivered to provide funds (i) to pay a termination payment to be made by the District in connection with the termination of a power purchase agreement (the "Settlement Obligation"), (ii) to fund a reserve fund for the 2003 Certificates, and (iii) to pay costs of delivery of the 2003 Certificates, as further described in the Official Statement. Pursuant to an Installment Purchase Agreement, dated as of 1, 2003 (the "Installment Purchase Agreement"), by and between the District and the Truckee-Donner Public Utility District Financing Corporation (the "Corporation"), in consideration for the Corporation's assistance in financing the Settlement Obligation, the District sells to the Corporation and the Corporation purchases from the District certain assets and facilities comprising a portion of the Electric System (the "Property") to be purchased back by the District from the Corporation pursuant to the Installment Purchase Agreement. The 2003 Certificates evidence the interests of the owners thereof in installment payments (the "Installment Payments") to be made by the District. The 2003 Certificates shall be delivered pursuant to a Trust Agreement, dated as of , 2003 (the "Trust Agreement"), by and among the District, the Corporation and BNY Western Trust Company, as trustee (the "Trustee'). The Corporation will assign certain of its interests in the Installment Purchase Agreement to the Trustee pursuant to the [Trust Agreement.] The 2003 Certificates shall be dated the date of delivery thereof. The 2003 Certificates shall mature in the amounts and on the dates and will accrue interest at the rates set forth in Exhibit A hereto. The 2003 Certificates shall be substantially in the form described in, and shall be issued and secured under, the provisions of the Trust Agreement. Payment of principal and interest with respect to the 2003 Certificates when due (not including acceleration or prepayment) will be insured under separate municipal bond insurance policies (collectively, the "Policy") to be issued simultaneously with the delivery of the 2003 Certificates by (the"Insurer"). (b) The purchase price for the 2003A Certificates shall be $ (representing the $ aggregate principal amount of the 2003A Certificates less $ of Underwriter's discount and [plus $ original issue premium]) and the purchase price for the 2003B Certificates shall be $ (representing the $ aggregate principal amount of the 2003B Certificates less $ of underwriter's discount and [plus $ original issue premium]). (c) At 8:00 o'clock A.M., California time, on , 2003, or at such other time or on such other date as the District and the Underwriter mutually agree upon (the "Closing Date"), the Trustee will, subject to the terns and conditions hereof, deliver or cause to be delivered to the Underwriter, at a location or locations to be designated by the Underwriter in New York, New York, the 2003 Certificates (delivered through the book-entry system of The Depository Trust Company), duly executed, and the parties will deliver or cause to be delivered, at the offices of Stradling Yocea Carlson & Rauth, 2 [At 48012ev2 A Professional Corporation, 44 Montgomery Street, Suite 4200, San Francisco, California 94104, or at such other place as shall have been mutually agreed upon by the District and the Underwriter, the other documents mentioned herein. The Underwriter will accept such delivery and pay the purchase price of the 2003 Certificates as set forth in subparagraph (b) above in immediately available funds (such delivery and payment being herein referred to as the "Closing') to the order of the Trustee in an amount equal to the purchase price. (d) The Underwriter agrees to make a bona fide public offering of the 2003 Certificates at the initial offering prices set forth in the Official Statement, which prices may be changed from time to time by the Underwriter after such offering. (e) The District will undertake pursuant to a Continuing Disclosure Agreement, to provide certain annual financial information and operating data and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in Preliminary Official Statement (as hereinafter defined) and will also be set forth in the final Official Statement(as hereinafter defined). 2. Use and Preparation of Preliminary Official Statement. The District hereby ratifies, confirms and approves of the use and distribution by the Underwriter prior to the date hereof of the Preliminary Official Statement dated , 2003 relating to the 2003 Certificates (which, including the cover page and all appendices thereto, is referred to herein as the "Preliminary Official Statement"). The District has deemed final the Preliminary Official Statement as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule I5c2-12"), except for information permitted to be omitted therefrom by Rule I5c2-12. The District hereby acknowledges that the Preliminary Official Statement has been made available to investors on the internet at the [Thomson Prospectus] website. The District hereby agrees to cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, copies of the final Official Statement, dated the date hereof(including any amendments or supplements to such Official Statement as have been approved by the District and the Underwriter) (the "Official Statement'). The District hereby agrees to deliver or cause to be delivered to the Underwriter copies of the Official Statement in sufficient quantity to enable the Underwriter to comply with applicable rules of the Municipal Securities Rulemaking Board (`,NISRB"). The Underwriter hereby agrees to deliver a copy of the Official Statement to a national repository as soon as practicable after the date hereof and to each investor that purchases any of the 2003 Certificates. The Underwriter shall advise the District of the date and repository of such filing. 3. Representations, Warranties and Agreements of the District. The District hereby represents and agrees with the Underwriter as follows: (a) The District is, and will be on the Closing Date, a public utility district of the State of California organized and operating pursuant to the laws of the State of California with the full power and authority to execute and deliver the Official Statement and to enter into the Trust Agreement, the Installment Purchase Agreement, the 3 LAI 480126,2 Continuing Disclosure Agreement and this Purchase Contract (collectively, the "Legal Documents"); (b) By all necessary official action of the District prior to or concurrently with the acceptance hereof, the District has duly approved, ratified and confirmed the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the District of the obligations on its part contained in, the Legal Documents; (c) The District is not in any material respect in breach of or default under any applicable constitutional provision,law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument; and the execution and delivery of the Legal Documents, and compliance with the provisions on the District's part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any material nature whatsoever upon any of the properties or assets of the District under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Trust Agreement or the Installment Purchase Agreement; (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, to the best knowledge of the District, after reasonable investigation, pending or threatened against the District in any material respect affecting the existence of the District or the titles of its officers to their respective offices or contesting or affecting, as to the District, the validity or enforceability of the Legal Documents or contesting the powers of the District or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Legal Documents; (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the District of its obligations in connection with the execution and delivery of the 2003 Certificates have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the 2003 Certificates, and, except 4 LAI 480126,' as described in or contemplated by the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the District of its obligations under the Legal Documents have been duly obtained; (f) The District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the 2003 Certificates for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (it) to determine the eligibility of the 2003 Certificates for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the 2003 Certificates; provided, however, that in no event shall the District be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject; (g) As of the date thereof, the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such tern is hereinafter defined) for the 2003 Certificates, the Official Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) If between the date thereof and the date which is 25 days following the End of the Underwriting Period for the 2003 Certificates, an event occurs which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the District will notify the Underwriter, and, if in the opinion of the District, the Underwriter or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the District will forthwith prepare and furnish to the Underwriter (at the expense of the District) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance reasonably satisfactory to the Underwriter). For the purposes of this subsection, between the date of the Official Statement and the date which is 25 days following the End of the Underwriting Period, the District will furnish such information with respect to itself as the Underwriter may from time to time reasonably request; 5 LAI 450126v2 (j) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (i) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days following the End of the Underwriting Period, the portions of the Official Statement so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading; (k) After the Closing, the District will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing or which should be disapproved by counsel for the Underwriter; (1) Between the date of this Purchase Contract and the Closing Date, except as disclosed in the Official Statement, the District will not, without the prior written consent of the Underwriter, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities direct or contingent, payable from Revenues of its Electric System, other than in the ordinary course of its business; (m) As used herein and for the purposes of the foregoing, the term "End of the Underwriting Period" for the 2003 Certificates shall mean the earlier of (i) the Closing Date unless the District shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the 2003 Certificates has occurred under Rule 15c2-12; provided, however, that the District may treat as the End of the Underwriting Period for the 2003 Certificates the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period; (n) The audited financial statements of the District contained in Appendix A to the Official Statement and the unaudited financial statements of the District contained in Appendix B to the Official Statement do and will fairly present the financial position and results of operations of the District as of the dates and for the periods therein set forth in accordance with generally accepted accounting principles applied consistently; (o) Any certificate signed by any authorized official of the District and delivered to the Underwriter in connection with the execution and delivery of the 2003 Certificates, shall be deemed a representation and warranty by the District to the Underwriter as to the statements made therein. 4. Conditions to the Oblitrations of the Underwriter. The Underwriter hereby enters into this Purchase Contract in reliance upon the representations and warranties of the District contained herein and the representations to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the District of its obligations both on and as of the date hereof and as of the 6 L.AI 480126,2 Closing Date. Accordingly, the Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the 2003 Certificates shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations of the District contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the District made in any certificate or other document furnished pursuant to the provisions hereof, to the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) The Underwriter shall receive, within seven (7) business days of the date hereof, copies of the Official Statement and any amendments or supplements as have been approved by the Underwriter, in such reasonable quantity as the Underwriter shall have requested; (b) The representations and warranties of the District contained herein shall be true and correct in all material respects on the date hereof and on the Closing Date, as if made on and at the Closing Date; (e) At the Closing Date, the Legal Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the District, as applicable, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and shall be in full force and effect; and there shall be in full force and effect such resolution or resolutions of the board of directors of the District as, in the opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation, San Francisco, California ("Special Counsel"), shall be necessary or appropriate in connection with the transactions contemplated hereby; (d) Between the date hereof and the Closing Date, the market price or market- ability of the 2003 Certificates shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the District terminating the obligation of the Underwriter to accept delivery of and make any payment for the 2003 Certificates), by reason of any of the following: (1) an amendment to the Constitution of the United States or the State of California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of the State of California or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for 7 LAI 480126,2 consideration by either such Committee by the staff of such Committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State of California authority, with respect to federal or State of California taxation upon Revenues of the District's Electric System or other income of the general character to be derived by the District or upon interest received with respect to obligations of the general character of the 2003A Certificates which, in the reasonable judgment of the Underwriter, may have the purpose or effect, directly or indirectly, of affecting the tax status of the District, its property or income, its securities (including the 2003 Certificates) or the interest thereon, or any tax exemption granted or authorized by State of California legislation or, in the reasonable judgment of the Underwriter, materially and adversely affecting the market for the 2003 Certificates or the market price generally of obligations of the general character of the 2003 Certificates: (2) legislation enacted, introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter shall have been made or issued to the effect that obligations of the general character of the 2003 Certificates, or the 2003 Certificates are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended; (3) the declaration of war or engagement in major military hostilities by the United States or the occurrence of any other national emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States; (4) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange; (5) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the 2003 Certificates or obligations of the general character of the 2003 Certificates or securities generally, or the material increase 8 LAI 480126,2 of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (6) an order, decree or injunction of any court of competent jurisdic- tion, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the 2003 Certificates, or the issuance, offering or sale of the 2003 Certificates, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; (7) the withdrawal or downgrading of any rating of the 2003 Certificates by any rating agency then rating the 2003 Certificates; or (8) any event occurring, or information becoming known which in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (e) Prior to or simultaneous with the execution of this Purchase Contract, the Underwriter shall have received from the District a letter, dated the date of the Preliminary Official Statement, addressed to the Underwriter, consenting to the posting of the Preliminary Official Statement on the [Thomson Prospectus] website, substantially in the form attached hereto as Exhibit D; (f) At or prior to the Closing Date, the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter: (1) The Official Statement and each supplement or amendment, if any thereto, executed on behalf of the District; (2) Copies of the Legal Documents, duly executed and delivered by the respective parties thereto; (3) The approving opinion of Special Counsel, dated the Closing Date and addressed to the District, in substantially the form attached to the Official Statement as Appendix G thereto; (4) The supplemental opinion of Special Counsel, dated the Closing Date and addressed to the Underwriter in substantially the form attached hereto as Exhibit B; 9 LAI 480126v2 ...... (5) The opinion of General Counsel of the District, dated the Closing Date and addressed to the Underwriter, in substantially the form attached hereto as Exhibit C; (6) The opinion of counsel to the Corporation, dated the Closing Date and addressed to the District and the Underwriter, to the effect that (i) the Corporation is a California corporation duly organized and validly existing pursuant to the laws of the State of California; (ii) the Trust Agreement and the Installment Purchase Agreement have been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the Corporation enforceable in accordance with their respective terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought; and (iii) assuming due execution and delivery thereof by the Trustee and the District, the execution and delivery of the Trust Agreement by the Corporation is effective and sufficient to transfer all right, title and interest of the Corporation in the Installment Purchase Agreement as are purported to be transferred thereby (including the Installment Payments) to the Trustee; (7) The opinion of counsel to the Trustee, dated the Closing Date and addressed to the District and the Underwriter, to the effect that (i) the Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the State of California and has full power and authority to execute and deliver the Trust Agreement and the Continuing Disclosure Agreement and to perform its obligations thereunder; (ii) the Trust Agreement and the Continuing Disclosure Agreement have been duly authorized, executed and delivered by the Trustee and constitute the valid and binding obligations of the Trustee enforceable against the Trustee in accordance with their terms, except insofar as the validity, binding nature and enforceability of the Trustee's obligations thereunder may be limited by the effect of(a) insolvency, reorganization, arrangement, moratorium, fraudulent transfer and other similar laws, (b) the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, specific performance or injunctive relief and (c) the effect of general principles of equity; (8) The opinion of Sidley Austin Brown & Wood LLP, Los Angeles, California, Underwriter's Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that (i) the 2003 Certificates are exempt from registration under the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (ii) based upon their participation in the preparation of the Official Statement as Underwriter's Counsel and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to their attention which would cause them to believe that the Official Statement (excluding therefrom the information 10 LA 480126v2 relating to the Insurer and its Policy, DTC and the book-entry system and the financial statements and the statistical data included in the Official Statement and the appendices thereto, as to which no opinion need be expressed), as of the date thereof and the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (9) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the District satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that (i) the representations of the District contained in this Purchase Contract are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (it) there is no action, suit, proceeding, inquiry or investigation, to the best knowledge of such official, pending or threatened (a) to restrain or enjoin the execution or delivery of the 2003 Certificates, (b) in any way contesting or affecting the validity of the 2003 Certificates or the Legal Documents or (c)in any way contesting the existence or powers of the District, nor to the best knowledge of such official after reasonable investigation, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would make invalid or materially adversely affect the authorization, execution, delivery or performance by the District of the foregoing; and (iii) no event affecting the District has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Official Statement relating to the District or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein relating to the District not misleading in any material respect; and (iv) since December 31, 2001, except as referred to in or as contemplated by the Official Statement, with respect to its Electric System, the District has not incurred any financial liabilities, direct or contingent, or entered into any transactions and there has not been any adverse change in the condition, financial or physical, of the Electric System, in any case that would materially and adversely affect the ability of the District to meet its obligations under the Installment Purchase Agreement; (10) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the Corporation satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that(i) the Corporation is, and was at all relevant times, a California corporation duly organized and validly existing under the laws of the State of California; (ii)the Installment Purchase Agreement and the Trust Agreement were duly executed and delivered in the name and on behalf of the Corporation by officers of the Corporation duly authorized to execute, attest and deliver such agreements on behalf of the Corporation, and constitute the legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, except as limited by applicable reorganization, insolvency, liquidity, readjustment II LA 480126v2 of debt or other laws affecting the enforcement of the rights of creditors of the Corporation and by general principles of equity; (iii) the Corporation has complied with all the terms of the Trust Agreement and the Installment Purchase Agreement to be complied with by the Corporation prior to or concurrently with the Closing and such documents are in full force and effect as to the Corporation; and (iv) the information in the Official Statement under the caption "THE CORPORATION" is true and correct; (11) A certificate, dated the Closing Date, signed by a duly authorized officer of the Trustee, satisfactory in form and substance to the Underwriter, to the effect that (i) the Trustee is a banking corporation duly organized and existing under and by virtue of the laws of the State of California, having the full power and being qualified to enter into and perform its duties under the Trust Agreement and the Continuing Disclosure Agreement; (ii) to the best of such officer's knowledge, the execution and delivery of the Trust Agreement and the Continuing Disclosure Agreement and compliance with the provisions on the Trustee's part contained therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subject; (iii) to the best of such officer's knowledge, the Trustee has not been served with any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, nor is any such action threatened against the Trustee, as such but not in its individual capacity, affecting the existence of the Trustee, or the titles of its officers to their respective offices, or contesting or affecting the validity or enforceability of the Trust Agreement and the Continuing Disclosure Agreement against the Trustee, or contesting the powers of the Trustee or its authority to enter into, adopt or perform its obligations under the foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Trust Agreement and the Continuing Disclosure Agreement against the Trustee; (12) A specimen of the Policy issued by the Insurer; (13) The opinion of counsel to the Insurer, dated the Closing Date, addressed to the Corporation and the Underwriter, in the form previously submitted to the Underwriter; (14) Certified copies of the resolutions of the District authorizing the execution and delivery of the Legal Documents and the Official Statement; (15) Certified copies of the resolutions of the Corporation authorizing the execution and delivery of the Trust Agreement and the Installment Purchase Agreement; (16) Evidence that any ratings on the 2003 Certificates described in the Official Statement are in full force and effect as of the Closing Date; 12 LAI 480I26v2 (17) A copy of any Preliminary Blue Sky Survey and Legal Investment Survey with respect to the 2003 Certificates,prepared by Underwriter's Counsel; (18) A copy of the audited financial statements of the District included as Appendix A to the Official Statement; (19) Arbitrage certifications by the District with respect to the 2003 Certificates in form satisfactory to Special Counsel; and (20) Such additional legal opinions, certificates, proceedings, instru- ments, insurance policies or evidences thereof and other documents as the Underwriter, Underwriter's Counsel or Special Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the representations of the District herein and of the statements and information contained in the Official Statement, and the due performance or satisfaction by the District at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the District in connection with the transactions contemplated hereby and by the Legal Documents and the Official Statement. If the District shall be unable to satisfy the conditions to the Underwriter's obligations contained in this Purchase Contract or if the Underwriter's obligations shall be terminated for any reason permitted herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice to the District and neither the Underwriter nor the District shall have any further obligations hereunder. In the event that the Underwriter fails (other than for a reason permitted by this Purchase Contract) to accept and pay for the 2003 Certificates at the Closing, the amount of one percent (M) of the principal amount of the 2003 Certificates will be accepted as liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter and the acceptance of such amount shall constitute a full release and discharge of all claims and rights of the District against the Underwriter. 5. Expenses. All expenses and costs incident to the authorization, execution, delivery and sale of the 2003 Certificates to the Underwriter, including the costs of preparing and printing of the 2003 Certificates, the Preliminary Official Statement and the Official Statement (in reasonable quantities), any bond insurance premiums, the fees of accountants, financial advisors and consultants, the initial fees of the Trustee and its counsel, the initial fees and expenses of the Corporation and its counsel in connection with the execution and delivery of the 2003 Certificates and the fees and expenses of Special Counsel shall be paid from the proceeds of the 2003 Certificates. In the event that the 2003 Certificates for any reason are not executed and delivered, or to the extent proceeds of the 2003 Certificates are insufficient or unavailable therefor, any such fees, costs and expenses owed by the District, which otherwise would have been paid from the proceeds of the 2003 Certificates, shall be paid by the District. All out-of-pocket expenses of the Underwriter, including traveling and other expenses, the California 13 LA] 480126,2 Debt and Investment Advisory Commission fee and the fees and expenses of Underwriter's Counsel, shall be paid by the Underwriter. 6. Notices. Any notice or other communication to be given under this Purchase Contract may be given by delivering the same in writing to the respective parties at the following address: Underwriter: Bear, Stearns & Co. Inc. 1999 Avenue of the Stars, 32nd Floor Los Angeles, California 90067-6100 Attention: Public Finance, Senior Managing Director District: Truckee-Donner Public Utility District 11570 Donner Pass Road Truckee, California 96160 Attention: General Manager 7. Survival of Representations and Warranties. The representations and warranties of the District set forth in or made pursuant to this Purchase Contract shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Contract regardless of any investigations or statements as to the results thereof made by or on behalf of the Underwriter and regardless of delivery of and payment for the 2003 Certificates. 8. Effectiveness and Counterpart Signatures, This Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution hereof by a duly authorized officer of the District and shall be valid and enforceable as of the time of such execution. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 9. Parties in Interest. This Purchase Contract is made solely for the benefit of the District and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. No assignment of this Purchase Contract shall be made by the Underwriter without the consent of the District. 10. Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof. 14 LAI 480126v2 11. Governing Law. This Purchase Contract shall be construed in accordance with the laws of the State of California. Very truly yours, BEAR, STEARNS &CO. INC., as Underwriter By: Title: Senior Managing Director ACCEPTED: TRUCKEE-DONNER PUBLIC UTILITY DISTRICT By: Title: General Manager 15 LA] 460126v2 EXHIBIT A 2003 Certificates Payment Schedules $ 2003A Certificates Payment Date Principal Interest Price or (July 1) Amount Rate Yield $ 2003B Certificates Payment Date Principal Interest Price or (.July 1) Amount Rate Yield A-I 1AI 480126e2 EXHIBIT B FORM OF OPINION OF STRADLING YOCCA CARLSON & RAUTH Bear, Stearns & Co. Inc. 1999 Avenue of the Stars, 32nd Floor Los Angeles, California 90067-6100 Re: REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2003 Evidencing the Interests of the Owners Thereof in Installment Payments to be Made by the TRUCKEE-DONNER PUBLIC UTILITY DISTRICT Ladies and Gentlemen: This letter is addressed to you as the Underwriter (the "Underwriter") pursuant to Section 4(f)(4) of the Purchase Contract dated . 2003 (the "Purchase Contract"), between you and the Truckee-Donner Public Utility District (the "District") providing for the purchase of $ principal amount of Revenue Certificates of Participation, Series 2003A (the "2003A Certificates") and $ principal amount of Revenue Certificates of Participation, Taxable Series 2003 B (the "2003 B Certificates" and together with the 2003A Certificates, the 2003 Certificates") evidencing interests of the Owners thereof in Installment Payments to be made by the District). The 2003 Certificates are being executed and delivered pursuant to a Trust Agreement (the "Trust Agreement') dated as of , 2003, by and among the District, the Truckee-Donner Public Utility District Financing Corporation (the "Corporation") and BNY Western Trust Company, as trustee. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreement or, if not defined in the Trust Agreement, in the Purchase Contract. In addition to the opinions set forth in our final legal opinion concerning the validity of the 2003 Certificates and certain other matters, dated the date hereof and addressed to the Corporation (but which may be relied upon by yourselves to the same extent as if such opinion were addressed to you), as of the date hereof, we are of the following opinions or conclusions: 1. The 2003 Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. 2. The Official Statement dated , 2003, with respect to the 2003 Certificates (the "Official Statement") and the execution and delivery thereof have been duly approved by the District. B-1 LAI 48M6,2 3. The Purchase Contract and the Continuing Disclosure Agreement have been duly authorized, executed and delivered by the District and (assuming due authorization, execution and delivery by and validity against the other parties thereto) are valid and binding agreements of the District. We call attention to the fact that the rights and obligations under the Purchase Contract and the Continuing Disclosure Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, assignment, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations or legal remedies against public entities in the State of California. We express no opinion with respect to any indemnification, contribution, choice of law, choice of forum or waiver provisions contained in the Purchase Contract or the Continuing Disclosure Agreement. 4. The statements contained in the Official Statement under the captions "THE 2003 CERTIFICATES", "SECURITY AND SOURCES OF PAYMENT FOR THE 2003 CERTIFICATES", "TAX MATTERS", "APPENDIX E - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS", and "APPENDIX F — PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT" and "APPENDIX G — PROPOSED FORM OF OPINION OF SPECIAL COUNSEL," insofar as such statements expressly summarize certain provisions of the Trust Agreement, the Installment Purchase Agreement and the Continuing Disclosure Agreement, and our opinion concerning certain federal tax matters relating to the Certificates, are accurate in all material respects. This letter is furnished by us as Special Counsel. No attorney-client relationship has existed or exists between our firm and you in connection with the 2003 Certificates or by virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to you as Underwriter of the 2003 Certificates, is solely for your benefit as such Underwriter and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of the 2003 Certificates or by any other party to whom it is not specifically addressed. Very truly yours, B-2 LAI 480126,2 EXHIBIT C FORM OF OPINION OF DISTRICT COUNSEL Bear, Stearns & Co. Inc. 1999 Avenue of the Stars, 32nd Floor Los Angeles, California 90067-6100 Re: REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2003 Evidencing the Interests of the Owners Thereof in Installment Payments to be Made by the TRUCKEE-DONNER PUBLIC UTILITY DISTRICT Ladies and Gentlemen: I am General Counsel to the Truckee-Donner Public Utility District (the "District"), a public utility district organized and existing pursuant to Division 7 of the Public Utilities Code of the State of California, as amended. This opinion is rendered in connection with the execution, sale and delivery of$ principal amount of Revenue Certificates of Participation, Series 2003A (the "2003A Certificates") and $ principal amount of Revenue Certificates of Participation, Taxable Series 2003B (the '2003B Certificates" and together with the 2003A Certificates, the "2003 Certificates") evidencing interests of the Owners thereof in Installment Payments to be made by the District. Capitalized terms used herein not otherwise defined shall have the meanings ascribed thereto in the hereinafter referenced Trust Agreement. In rendering this opinion, I have examined the following documents: (i) the Trust Agreement dated as of 2003 (the "Trust Agreement'),by and among the District, the Truckee-Donner Public Utility District Financing Corporation (the "Corporation") and BNY Western Trust Company, as trustee (the "Trustee"); (ii) the Installment Purchase Agreement dated as of 2003 (the "Installment Purchase Agreement'), by and between the District and the Corporation; (iii) the Purchase Contract dated , 2003 (the "Purchase Contract'), by and between the District and you, the Underwriter; (iv) the Continuing Disclosure Agreement dated as of 2003 (the "Continuing Disclosure Agreement'), by and between the District and the Trustee; and (v) the Official Statement dated , 2003 (the "Official Statement'), relating to the 2003 Certificates. In addition, I have examined such other documents and instruments, including certificates of public officials, and have made such investigations of law and of fact as I have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein. Based on the foregoing, I am of the opinion that: 1. The District is, and was at all relevant times, a public utility district duly organized and validly existing under the laws of the State of California. 2. The resolution or resolutions of the District approving and authorizing the execution and delivery of the Trust Agreement, the Installment Purchase Agreement, the C-1 LAI 480126,2 Purchase Contract and the Continuing Disclosure Agreement by the District (the "District Resolutions") were duly adopted at meetings of the Board of Directors of the District, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout. 3. There is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body,pending (with service of process having been accomplished) or, to my current actual knowledge after reasonable investigation, threatened against or affecting the District to restrain or enjoin the Installment Payments under the Installment Purchase Agreement, in any way contesting or affecting the validity of the 2003 Certificates, the Trust Agreement, the Installment Purchase Agreement, the Continuing Disclosure Agreement or the Purchase Contract. 4. The adoption of the District Resolutions and the execution and delivery by the District of the Trust Agreement, the Installment Purchase Agreement, the Continuing Disclosure Agreement, the Purchase Contract and the Official Statement, and compliance by the District with the provisions of the foregoing, as appropriate, under the circumstances contemplated thereby, does not and will not in any material respect conflict with or constitute on the part of the District a breach or default under any agreement or other instrument to which the District is a party (and of which I have current actual knowledge after reasonable investigation) or by which it is bound (and of which I have current actual knowledge after reasonable investigation) or any existing law, regulation, court order or consent decree to which the District is subject. 5. The Official Statement, the Trust Agreement, the Installment Purchase Agreement, the Continuing Disclosure Agreement and the Purchase Contract have been duly authorized, executed and delivered by the District and, assuming due authorization, execution and delivery by other parties thereto, the Trust Agreement, the Installment Purchase Agreement, the Continuing Disclosure Agreement and the Purchase Contract constitute legal, valid and binding agreements of the District, enforceable in accordance with their respective terms, subject in each case to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought. The enforceability of the foregoing agreements may be subject or Limited by the unenforceability under certain circumstances of provisions imposing penalties, forfeitures or late payment charges upon delinquency in payment or occurrence of a default, and no opinion is expressed as to any indemnification provisions contained therein. 6. Except as described in the Official Statement, no authorization, approval, consent, or other order of the State of California or any other governmental authority or agency within the State of California having jurisdiction over the District is required for the adoption of the District Resolutions and for the valid authorization, execution, delivery and performance by the District of the Official Statement, the Trust Agreement, the Installment Purchase Agreement, the Continuing Disclosure Agreement or the Purchase Contract which has not been obtained, provided that no opinion is expressed with respect to qualification under Blue Sky or other state securities laws. 7. Without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement and based upon C-2 LAI 480126v2 the information made available to me in the course of my participation in the preparation of the Official Statement as General Counsel for the District, nothing has come to my attention which would cause me to believe that the Official Statement (excluding therefrom the information concerning the Insurer and its Policy, DTC and the book-entry system and the financial statements and the statistical data included in the Official Statement, as to which no opinion is expressed), as of the date thereof and the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 8. Under the laws of the State of California, the District has the authority to fix and collect rates and charges for electric service and is not presently subject to the regulatory jurisdiction of any state, regional or local governmental regulatory authority in connection with fixing and collecting such charges, and, to my current actual knowledge after reasonable investigation, no legislation is proposed or pending to restrict or limit such rates and charges except as set forth in the Official Statement. 4. The Net Revenues of the Electric System (as defined in the Official Statement) are free and clear of and from any and all liens and encumbrances other than as set forth in the Official Statement. This letter is furnished by me as General Counsel to the District. No attorney-client relationship has existed or exists between me and yourselves in connection with the delivery of the 2003 Certificates or by virtue of this letter. This letter is delivered to you as Underwriter of the 2003 Certificates and is solely for your benefit as such Underwriter and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. Respectfully submitted, C-3 LAI 480126,' EXHIBIT D FORM OF LETTER TO UNDERWRITER , 2003 Bear Stearns & Co. Inc. Los Angeles, California Ladies and Gentlemen: With respect to the proposed sale to you of its Revenue Certificates of Participation, Series 2003A and Taxable Series 2003B (collectively, the "2003 Certificates") evidencing interests of the Owners thereof in Installment Payments to be made by the Truckee-Donner Public Utility District (the "District')), the District has delivered to you a Preliminary Official Statement, dated , 2003, relating to the 2003 Certificates (the "Preliminary Official Statement'). The District, for purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, deems the Preliminary Official Statement to be final as of its date, except for the omission of no more than the following information: the offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, dates of mandatory sinking fund payments, delivery date, ratings, and any other terms of the 2003 Certificates relating to such matters. The District hereby approves the use and the distribution by the Underwriter of the Preliminary Official Statement and the posting and distribution of the Preliminary Official Statement through the [Thomson Prospectus] website. Sincerely, TRUCKEE-DONNER PUBLIC UTILITY DISTRICT By: Name: Title: D-I LAI 480126v2 Stradling Yocca Carlson & Rauth Draft of 02/18/03 CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by the Truckee-Donner Public Utility District (the "District") and BNY Western Trust Company in its capacities as Trustee and Dissemination Agent (the "Trustee" and "Dissemination Agent') in connection with the execution of delivery of$ aggregate principal atnount of Truckee-Donner Public Utility District Revenue Certificates of Participation, Series 2003A and Taxable Series 2003B (the "Certificates"). The Certificates are being executed and delivered pursuant to a Trust Agreement dated as of March 1, 2003, among the District, the Truckee-Donner Public Utility District Financing Corporation and the Trustee (the "Trust Agreement"). The District, the Dissemination Agent and the Trustee covenant and agree as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the District, the Dissemination Agent and the Trustee for the benefit of the Holders and Beneficial Owners of the Certificates and in order to assist the Participating Underwriter in complying with S.E.C. Rule f5c2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section,the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall mean any person which (a)has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Certificates (including persons holding Certificates through nominees, depositories or other intermediaries), or (b)is treated as the owner of any Certificates for federal income tax purposes. "Disclosure Representative" shall mean the General Manager of the District or his or her designee, or such other officer or employee as the District shall designate in writing to the Trustee and the Dissemination Agent from time to time. "Dissemination Agent" shall mean the Trustee, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the District and which has filed with the Trustee a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. "Participating Underwriter" shall mean Bear, Stearns & Co. Inc., the underwriter of the Certificates. "Repository" shall mean each National Repository and each State Repository. DOCSSF\36128v2\22925.0006 "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of California. "State Repository" shall mean any public or private repository or entity designated by the State as the state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Agreement, there is no State Repository. SECTION 3. Provision of Annual Reports. (a) The District shall, or shall by written direction cause the Dissemination Agent to, not later than 180 days after the end of the District's fiscal year (which presently ends on December 31), commencing with the report for the fiscal year ending December 31, 2003, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement;provided that the audited financial statements of the District may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the District's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(f). (b) Not later than fifteen (15) business days prior to the date specified in subsection (a) for providing the Annual Report to Repositories, the District shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). If by such date, the Trustee has not received a copy of the Annual Report, the Trustee (if the Trustee is not the Dissemination Agent) shall have the right but not the duty to contact the District and the Dissemination Agent to inquire if the District is in compliance with the first sentence of this subsection (b). The District shall provide a written certification with each Annual Report furnished to the Dissemination Agent and the Trustee to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent and the Trustee may conclusively rely upon such certification of the District and shall have no duty or obligation to review such Annual Report. (c) If the Dissemination Agent is unable to confirm that an Annual Report has been provided to Repositories by the date required in subsection (a), the Dissemination Agent shall send a notice to each Repository and the Municipal Securities Rulemaking Board in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and State Repository, if any; and (ii) to the extent adequate information is available to it, file a report with the District and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and listing all the Repositories to which it was provided. Docssr-v612M 22925.000e z SECTION 4. Content of_Annual The District's Annual Report shall contain or include by reference the following: 1. The audited financial statements of the District for the prior fiscal year, prepared in accordance with generally accepted accounting principles for governmental enterprises as prescribed from time to time by any regulatory body with jurisdiction over the District and by the Governmental Accounting Standards Board. If such audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. 2. An update (as of the most recently ended fiscal or calendar year of the District, as applicable) for the tables entitled "History of Elective Service Charges", "Customers, Sales, Revenues and Demand", "Largest Electric Customers", and "Summary of Historical Net Revenues and Balance Sheet Information" set forth in the Official Statement under the caption "THE DISTRICT'S ELECTRIC SYSTEM." Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the District or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The District shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Certificates, if material: 1. principal and interest payment delinquencies; 2. non-payment related defaults; 3, modifications to rights of Certificate Holders; 4. optional, contingent or unscheduled bond calls; 5. defeasances; 6. rating changes; 7. adverse tax opinions or events adversely affecting the tax-exempt status of the Certificates; S. unscheduled draws on the debt service reserves reflecting financial difficulties; 3 DOCSSF�36 I28v2122925.0006 9. unscheduled draws on credit enhancements reflecting financial difficulties; 10. substitution of credit or liquidity providers, or their failure to perform; if. release, substitution or sale of property securing repayment of the Certificates. (b) The Trustee shall, within one (1) business day, or as soon thereafter as practicable, after obtaining actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of the event, and request that the District promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (t). The Trustee may conclusively rely upon such direction (or lack thereof). For purposes of this Disclosure Agreement, "actual knowledge" of the occurrence of such Listed Events shall mean actual knowledge by the officer at the corporate trust office of the Trustee with regular responsibility for the administration of matters related to the Trust Agreement. The Trustee shall have no responsibility to determine the materiality of any of the Listed Events or any liabilities whatsoever in connection therewith. (c) Whenever the District obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Trustee pursuant to subsection (b) or otherwise, the District shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) if the District has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the District shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (f). (e) If in response to a request under subsection (b), the District determines that the Listed Event would not be material under applicable federal securities laws, the District shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (t). (f) If the Dissemination Agent has been instructed by the District to report the occurrence of a Listed Event;the Dissemination Agent shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and the Repositories. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Certificates pursuant to the Trust Agreement. SECTION 6. Termination of Reporting Obligation. The District's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior prepayment or payment in full of all of the obligations in respect to the Certificates. If such termination occurs prior to the final maturity of the Certificates, the District shall give notice of such tennination in the same manner as for a Listed Event under Section 5(f). SECTION 7. Dissemination Agent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor 4 DOCSSF136128v2122925.0006 Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the District pursuant to this Disclosure Agreement. The initial Dissemination Agent shall be the Trustee. The Dissemination Agent may resign by providing thirty (30) days written notice to the District and the Trustee. The Dissemination Agent and the Trustee shall not be responsible or have any liability whatsoever for the content of any report or notice prepared by the District. The Dissemination Agent shall not be responsible or have any liability whatsoever for filing any report not provided to it by the District in a timely manner and in a form suitable for filing. SECTION 8. Amendmcnt: Waiver. Notwithstanding any other provision of this Disclosure Agreement, the District, the Dissemination Agent and the Trustee may amend this Disclosure Agreement(and the Trustee and the Dissemination Agent shall agree to any amendment so requested through a written request by the District, provided, neither the Trustee nor the Dissemination Agent shall be obligated to enter into any such amendment that modifies or increases its duties or obligations hereunder), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Certificates,or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original execution and delivery of the Certificates, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either(i) is approved by the Holders of the Certificates in the same manner as provided in the Trust Agreement for amendments to the Trust Agreement which requires the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Certificates. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the District shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type(or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the District. In addition, if the amendment relates to the accounting principles to he followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(f), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or 5 DOCSSP\36 128v2\22925.0006 including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the District chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the District shall have no obligation under this Agreement to update such vrfonmation or include it in any future Annual Report or notice of occurrence of a Listed Event, SECTION 10. Default. In the event of a failure of the District, the Dissemination Agent or the Trustee to comply with any provision of this Disclosure Agreement, the Trustee, at the written request of the Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Certificates, shall, but only to the extent fiends in an amount satisfactory to the Trustee have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges and fees of the Trustee whatsoever, including, without limitation, fees and expenses of its attorneys, or any Holder or Beneficial Owner of the Certificates may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Trust Agreement or the Installment Purchase Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the District or the Trustee to comply with this Disclosure Agreement shall be an action to compel performance. Nothing contained in the Disclosure Agreement shall have the effect of expanding the scope of liability of the Trustee under the Trust Agreement. SECTION 11. Duties, Immunities and Liabilities of Trustee and Dissemination Agent. Article VI of the Trust Agreement is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Trust Agreement and the Trustee and the Dissemination Agent shall be entitled to the protections, limitations from liability and indemnities afforded the Trustee thereunder. The Dissemination Agent and the Trustee shall have only such duties as are specifically set forth in this Disclosure Agreement, and the District agrees to indemnify and save the Trustee and Dissemination Agent, their officers, directors, employees and agents,harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of their powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's or Trustee's respective negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the District for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent and the Trustee shall have no duty or obligation to review any information provided to them hereunder and shall not be deemed to be acting in any fiduciary capacity for the District, the Holders of the Certificates or any other party. Neither the Trustee nor the Dissemination Agent shall have any liability to the Holders of the Certificates or any other party for any monetary damages or financial liability of any kind whatsoever related to or arising from this Agreement. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Certificates. 6 DOCSSR3612sv2\229zs.0006 SECTION 12.Notices. Any notices or communications to or among any ofthe parties to this Disclosure Agreement may be given as follows: Truckee-Donner Public Utility District P. O. Box 309 11570 Donner Pass Road Truckee, California 96161 Telephone: (530) 582-3916 Fax: (530) 587-1189 BNY Western Trust Company 700 Flower Street, Suite 200 Los Angeles, California 90017-4104 Attention: Corporate Trust Department Telephone: (213) 630-6423 Fax: (213) 630-6215 Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the District, the Trustee, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Certificates, and shall create no rights in any other person or entity. SECTION 14. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Date: March 2003 TRUCKEE-DONNER PUBLIC UTILITY DISTRICT By: President Dissemination Agent Appointment Accepted BNY WESTERN TRUST COMPANY, as Trustee and Dissemination Agent By: Authorized Signatory 7 DOCSSF\36128v2\22925,0006 r Y { EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Truckee-Donner Public Utility District Name of Issue: Revenue Certificates of Participation, Series 2003A and Taxable Series 2003B Date of Issuance: March , 2003 NOTICE IS HEREBY GIVEN that the District has not provided an Annual Report with respect to the above-named Certificates of Participation as required the Trust Agreement dated as of March I, 2003 between the District and the Trustee. The District anticipates that the Annual Report will be filed by Dated: BNY WESTERN TRUST COMPANY on behalf of District D0CSSF\36128,2\22925.0006