Contract analysis

Section 1.01 — Definitions In addition to terms defined elsewhere in this Indenture, the following terms shall have the meanings set forth below when used in this Indenture, unless the context clearly requires otherwise. Terms defined in the singular shall include the plural and vice versa. "Act" means Chapter 43.160A of the Revised Code of Washington, as amended, supplemented, or superseded from time to time. "Addit

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders, and words importing the singular number shall include the plural number, and vice versa. (b) All references herein to "Articles," "Sections," "Exhibits," and other subdivisions are to the corresponding Articles, Sec

Section 2.01 — Authorization and Purpose (a) Revenue bonds of the Issuer are hereby authorized to be issued under and pursuant to this Indenture in one or more Series, each Series to be authorized by a Supplemental Indenture. The aggregate principal amount of Bonds that may be issued hereunder is not limited, except as provided in Article III hereof and in the applicable Supplemental Indenture. (b) The first Series o

Section 2.02 — Terms and Details of the Series 2023A Bonds The Series 2023A Bonds shall be issued in the following terms and denominations: (a) Aggregate Principal Amount. Two Hundred Twenty Million Dollars ($220,000,000). (b) Designation. "Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt)." (c) Dated Date. October 24, 2023. (d) Interest Rate. The Series 2023A Bonds shal

Section 2.03 — Form of Bonds The Series 2023A Bonds shall be in substantially the form set forth in Exhibit A hereto, with such variations, omissions, and insertions as are permitted or required by this Indenture or the applicable Supplemental Indenture. The Series 2023A Bonds shall be in fully registered form and shall initially be issued in book-entry form only through DTC, with Cede & Co. as the sole registered ow

Section 2.04 — Execution and Authentication (a) The Series 2023A Bonds shall be executed on behalf of the Issuer by the manual or facsimile signature of the Executive Director (Harold K. Nakamura) and attested by the manual or facsimile signature of the General Counsel (Martin J. Espinoza) or other Authorized Officer. The official seal of the Issuer shall be affixed to or imprinted on each Bond. In case any officer w

Section 2.05 — Registration, Transfer, and Exchange (a) The Trustee shall serve as Registrar for the Bonds and shall maintain at its principal corporate trust office at 1201 Third Avenue, Suite 1600, Seattle, Washington 98101, books of registration in which the ownership of the Bonds shall be recorded. (b) Any Bond may be transferred upon the registration books by the person in whose name it is registered, in person

Section 2.06 — Book-Entry Only System (a) The Series 2023A Bonds shall initially be issued in the form of a single fully registered Bond for each maturity, or in the aggregate principal amount of each interest rate within each maturity, registered in the name of Cede & Co., as nominee of DTC. The DTC Participant Number for PNTC is 2741. So long as the Book-Entry System is in effect, the Issuer and the Trustee shall r

Section 2.07 — Mutilated, Lost, Stolen, or Destroyed Bonds If any Bond is mutilated, lost, stolen, or destroyed, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond of the same Series, maturity, principal amount, and interest rate as the Bond so mutilated, lost, stolen, or destroyed, upon receipt by the Trustee of: (a) in the case of a mutilated Bond, surrender of such mutilated Bond to

Section 2.08 — Temporary Bonds Pending preparation of definitive Bonds, the Issuer may execute and the Trustee may authenticate and deliver temporary Bonds in printed, typewritten, or other form, in Authorized Denominations, substantially of the tenor set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions, and other variations as the officers executing such Bonds may determine, as e

Section 2.09 — Cancellation All Bonds surrendered to the Trustee or the Paying Agent for payment, transfer, exchange, or redemption shall be cancelled by the Trustee and shall not be reissued. The Trustee shall dispose of such cancelled Bonds in accordance with its customary practices and deliver a certificate of destruction to the Issuer upon request.

Section 2.10 — CUSIP Numbers The Issuer in its discretion may cause CUSIP numbers to be printed on the Bonds. The CUSIP Base Number 148392 has been assigned to the Series 2023A Bonds for the convenience of the holders thereof. Neither the Issuer nor the Trustee shall be liable for any inaccuracy in such CUSIP numbers, and any such number printed on a Bond shall not constitute a part of the contract evidenced by such

ARTICLE III — ISSUANCE OF ADDITIONAL BONDS

Section 3.01 — Conditions Precedent to Issuance of Additional Bonds (Parity Test) (a) In addition to the Series 2023A Bonds, the Issuer may issue one or more Series of Additional Bonds under this Indenture, on a parity with the Series 2023A Bonds and all other Outstanding Parity Obligations, but only upon satisfaction of all of the following conditions precedent: (i) No Default. No Event of Default shall exist and be

Section 3.02 — Subordinate Obligations The Issuer reserves the right to issue Subordinate Obligations payable from Net Revenues on a basis subordinate and junior to all Outstanding Bonds and Parity Obligations, without compliance with the Additional Bonds Test set forth in Section 3.01 hereof. Such Subordinate Obligations shall be payable from Net Revenues only after provision has been made for (a) the payment of all

Section 3.03 — Refunding Bonds (a) The Issuer may issue refunding Bonds under this Indenture on a parity basis with Outstanding Bonds for the purpose of refunding all or any portion of any Outstanding Bonds, subject to the following conditions: (i) If the refunding results in a on Outstanding Parity Obligations in each Fiscal Year following the issuance of such refunding Bonds, the Additional Bonds Test set forth in

Section 4.01 — Optional Redemption The Series 2023A Bonds are subject to optional redemption by the Issuer, in whole or in part, on any date on or after October 1, 2033 (providing ten (10) years of call protection from the Dated Date), at a redemption price equal to one hundred percent (100%) of the principal amount thereof to be redeemed, plus accrued and unpaid interest thereon to the redemption date, without premi

Section 4.02 — Mandatory Sinking Fund Redemption To the extent that mandatory sinking fund installments are applicable to the Series 2023A Bonds, such sinking fund installments and the dates thereof shall be set forth in the First Supplemental Indenture or in a schedule to be attached hereto. The Trustee shall apply amounts on deposit in the Principal Account of the Bond Fund on each sinking fund installment date to

Section 4.03 — Extraordinary Redemption The Series 2023A Bonds are subject to extraordinary optional redemption by the Issuer, in whole or in part, at a redemption price equal to one hundred percent (100%) of the principal amount thereof, plus accrued interest to the redemption date, without premium, upon the occurrence of any of the following events: (a) Damage, destruction, or of the System or any material portion

Section 4.04 — Selection of Bonds for Redemption (a) If less than all Outstanding Bonds of a Series are to be redeemed pursuant to Section 4.01 or Section 4.03, the particular Bonds or portions thereof to be redeemed shall be selected by the Issuer or, in the absence of designation by the Issuer, by the Trustee, in such manner as the Trustee shall deem fair and appropriate. (b) If the Bonds are in book-entry form, th

Section 4.05 — Notice of Redemption (a) Notice of any redemption of Bonds shall be given by the Trustee, at the direction of the Issuer, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, to each registered owner of Bonds to be redeemed, by first-class mail, postage prepaid, or by electronic transmission as permitted by the operational procedures of DTC, at the address of such regis

Section 4.06 — Effect of Redemption (a) On the redemption date, if funds sufficient for the payment of the redemption price of the Bonds to be redeemed (together with accrued interest to the redemption date) have been deposited with the Trustee or the Paying Agent, interest on the Bonds called for redemption shall cease to accrue on and after the redemption date. From and after the redemption date, such Bonds shall n

Section 4.07 — Partial Redemption of Bonds If a Bond is to be redeemed only in part, upon surrender of such Bond at the principal office of the Paying Agent, the Issuer shall execute and the Trustee shall authenticate and deliver to the registered owner, at the expense of the Issuer, a new Bond or Bonds of the same Series, maturity, and interest rate in Authorized Denominations in an aggregate principal amount equal

ARTICLE V — FUNDS AND ACCOUNTS; FLOW OF FUNDS

Section 5.01 — Revenue Fund (a) There is hereby established a special fund of the Issuer to be held by the Trustee, designated the "Revenue Fund." The Revenue Fund shall be held in trust by the Trustee separate and apart from all other funds of the Issuer and the Trustee. (b) The Issuer shall deposit, or cause to be deposited, all Gross Revenues into the Revenue Fund promptly upon receipt thereof. The Issuer shall ta

Section 5.02 — Bond Fund (a) There is hereby established a special fund of the Issuer to be held by the Trustee, designated the "Bond Fund." Within the Bond Fund, the Trustee shall establish and maintain the following sub-accounts: (i) Interest Account. Amounts in the Interest Account shall be used solely for the payment of interest on the Bonds as it becomes due on each Interest Payment Date. (ii) Principal Account.

Section 5.03 — Debt Service Reserve Fund (a) There is hereby established a special fund of the Issuer to be held by the Trustee, designated the "Debt Service Reserve Fund." (b) Second Priority. From Net Revenues remaining in the Revenue Fund after required deposits to the Bond Fund, the Trustee shall deposit to the Debt Service Reserve Fund amounts necessary to maintain the balance therein at the Debt Service Reserve