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OHSUSA:755173203.7 AFTER RECORDATION PLEASE RETURN TO: Orrick, Herrington & Sutcliffe LLP 777 South Figueroa, Suite 3200 Los Angeles, CA 90017-5832 Attention: Eugene J. Carron, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11928 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. SITE AND FACILITY LEASE by and between CITY OF ANAHEIM, CALIFORNIA, Lessor and ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY, Lessee Dated as of [Dated Date] ---PAGE BREAK--- OHSUSA:755173203.7 SITE AND FACILITY LEASE This SITE AND FACILITY LEASE, dated as of [Dated Date], by and between the CITY OF ANAHEIM, a municipal corporation and a chartered city duly organized and existing under and by virtue of the laws of the State of California and its Charter (the “City”), lessor, and the ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY, a public entity duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), lessee W I T N E S S E T H: WHEREAS, the City desires to provide for the financing of the Costs (capitalized terms used herein and not otherwise defined shall have the meanings given such terms pursuant to Section 1 hereof) of an expansion to the Anaheim Convention Center constituting the 2014 Project and the refinancing of the Refinanced Capital Improvements; and WHEREAS, the City has requested the Authority’s assistance in providing for the financing of the Costs of the 2014 Project and the refinancing of the Refinanced Capital Improvements; and WHEREAS, in connection with the financing of the Costs of the 2014 Project and the refinancing of the Refinanced Capital Improvements, the City is leasing the Leased Premises to the Authority pursuant to this Site and Facility Lease; and WHEREAS, in connection with the financing of the Costs of the 2014 Project and the refinancing of the Refinanced Capital Improvements, the Authority has leased the Leased Premises to the City pursuant to the Lease Agreement; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Site and Facility Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Site and Facility Lease; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: Section 1. Definitions. Unless otherwise defined in this Site and Facility Lease, all terms defined in the Indenture of Trust, dated as of [Dated Date], between the Anaheim Housing and Public Improvements Authority and the U.S. Bank National Association, as the same may be amended and supplemented, and used herein, shall have the meaning assigned to such terms in such Indenture of Trust. Unless the context otherwise requires, the terms defined pursuant to this Section shall be equally applicable to both the singular and plural forms, and of any variation, of any terms defined. ---PAGE BREAK--- 2 OHSUSA:755173203.7 Section 2. Lease of Leased Premises. The City hereby leases the Leased Premises to the Authority and the Authority hereby leases the Leased Premises from the City, on the terms and conditions hereinafter set forth, and subject to all rights of the parties to the 1997 Lease. Section 3. Term. The term of this Site and Facility Lease shall commence on [Date of Delivery of the 2014 Bonds], and shall end on 1, 2068], unless such term is shortened as hereinafter provided. If, at any time prior to 1, 2068], the Indenture shall be discharged by its terms, the term of this Site and Facility Lease shall thereupon end. The Authority hereby appoints the City as its agent to prepare, execute and file or record, in appropriate offices, such documents as may be necessary to record the termination of this Site and Facility Lease. Section 4. Rental. The City acknowledges receipt from the Authority, as and for full and complete rental for the term of this Site and Facility Lease, the sum of _____Dollars which is the amount of the net proceeds of the sale of the 2014 Bonds received by the Authority. The City hereby directs that such sum be deposited with the Trustee for deposit and application as provided in the Indenture. The City acknowledges the sufficiency and receipt of such rental. As further consideration for the lease of the Leased Premises by the City to the Authority hereunder, the Authority agrees to assign the Trust Estate to the Trustee, to issue the 2014 Bonds and to direct the Trustee to apply the net proceeds of the 2014 Bonds received by the Authority in accordance with the terms of the Indenture. Section 5. Purpose. The Authority shall use the Leased Premises solely for the purpose of leasing the Leased Premises to the City pursuant to the Lease Agreement and for such other purposes as may be incidental thereto; provided, however, that in the event of default by the City under the Lease Agreement, the Authority and its assigns may exercise the remedies provided in the Lease Agreement. Section 6. City’s Interest in Leased Premises. The City represents and warrants that it is the owner of fee title to the Leased Premises. The parties recognize and agree that this Site and Facility Lease is subject to the terms of the 1997 Lease. The Authority agrees that City shall have title to any and all improvements and structures at any time existing upon the Leased Premises, including improvements and structures added to the Leased Premises after the execution and delivery of this Site and Facility Lease. The leasing of the Leased Premises hereunder or under the 1997 Lease shall not effect or result in a merger of the City’s leasehold estate and fee estate in the Leased Premises. No termination of the City’s interest in the Leased Premises under the 1997 Lease shall affect the Authority’s leasehold interest in the Leased Premises hereunder. Section 7. Assignments and Subleases. The Authority may not assign its rights under this Site and Facility Lease, except as provided in the Lease Agreement, without the written consent of the City. Section 8. Right of Entry. In addition to its rights under the 1997 Lease, the City reserves the right, for any of its duly authorized representatives, to enter upon the Leased Premises at any reasonable time to inspect the same. In addition to its rights under the 1997 Lease, the City reserves the right, but shall not have any obligation with respect thereto, for any of its duly authorized representatives to enter upon the Leased Premises at any reasonable time to make any repairs, improvements or changes necessary for the preservation thereof. ---PAGE BREAK--- 3 OHSUSA:755173203.7 Section 9. Authority to Quit Leased Premises on Termination. The Authority agrees, upon the termination of this Site and Facility Lease, to quit and surrender the Leased Premises in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and agrees that any improvements and structures existing upon the Leased Premises at the time of the termination of this Site and Facility Lease shall remain thereon with title thereto vested in the City. Section 10. Quiet Enjoyment. The Authority, at all times during the term of this Site and Facility Lease, shall peaceably and quietly have, hold and enjoy the Leased Premises subject to the Permitted Encumbrances and the provisions of the Lease Agreement and the Indenture. Section 11. Waiver of Personal Liability. All liabilities under this Site and Facility Lease on the part of the Authority are solely liabilities of the Authority and the City hereby releases each and every member, director, officer, employee and agent of the Authority of and from any personal or individual liability under this Site and Facility Lease. No member, director, officer, employee or agent of the Authority shall at any time or under any circumstances be individually or personally liable under this Site and Facility Lease for anything done or omitted to be done by the Authority hereunder. Section 12. Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Leased Premises (including both land and improvements) subject to the right of the City under the Lease Agreement to contest in good faith such assessments and taxes. Section 13. Eminent Domain. Subject to the provisions of the 1997 Lease, in the event the whole or any part of the Leased Premises is taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby determined to be the amount of Bonds then Outstanding, (ii) any other amounts as shall become due and owing under the Indenture, and (iii) subject to the provisions of the Indenture, the balance of the award, if any, shall be paid to the City. Section 14. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Site and Facility Lease shall, to any extent, be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding, order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Site and Facility Lease shall be affected thereby, and each provision of this Site and Facility Lease shall be valid and enforceable to the fullest extent permitted by law. Section 15. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered, mail, return receipt requested, postage prepaid, and, if to the City, addressed to the City in care of the Finance Director, City of Anaheim, 200 South Anaheim Boulevard, Anaheim, CA 92805, of if to the Authority, addressed to the Authority in care of the Executive Director, Anaheim Housing and Public Improvements Authority, 200 South Anaheim Boulevard, Anaheim, CA 92805, or to such other addresses as the respective parties may from time to time designate by notice in writing. ---PAGE BREAK--- 4 OHSUSA:755173203.7 Section 16. Governing Law. This Site and Facility Lease shall be governed and construed in accordance with the laws of the State of California without reference to conflict of law principles. Section 17. References to 1997 Lease. All references herein to the 1997 Lease shall be null and void, and of no further force and effect, upon the termination of the 1997 Lease in accordance with its terms. Section 18. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Site and Facility Lease. Section 19. Execution in Counterparts. This Site and Facility Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same instrument. Section 20. Binding Effect. This Site and Facility Lease shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns. Section 21. Amendment of this Site and Facility Lease. Neither the City nor the Authority will alter, modify or cancel, or agree or consent to alter, modify or cancel this Site and Facility Lease, except in connection with a substitution or release of property permitted by the Lease Agreement and as may be permitted by the Indenture. ---PAGE BREAK--- OHSUSA:755173203.7 IN WITNESS WHEREOF, the City has caused this Site and Facility Lease to be executed in its corporate name and attested by its duly authorized officers, and the Authority has caused this Site and Facility Lease to be executed in its corporate name and attested by its duly authorized officers, all as of the date first above written. CITY OF ANAHEIM, CALIFORNIA, Lessor Name: Title: Attest: Linda Andal, City Clerk APPROVED AS TO FORM: MICHAEL R.W. HOUSTON, City Attorney ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY, Lessee By Name: Title: Attest: Linda Andal, Secretary APPROVED AS TO FORM: MICHAEL R.W. HOUSTON, Authority Counsel ---PAGE BREAK--- A-1 OHSUSA:755173203.7 EXHIBIT A DESCRIPTION OF SITE The land referred to herein is situated in the State of California, County of Orange, City of Anaheim and described as follows: Parcel A: Parcel 1 of Parcel Map No. 79-278, in the City of Anaheim, County of Orange, State of California, as shown on a map recorded in Book 151, Pages 41 and 42 of Parcel Maps in the office of the County Recorder of said county, together with that vacated portion of “Convention Way”, as abandoned by “Resolution No. 80R-542” recorded December 19, 1980 in Book 13881, Page 1327 of Official Records. Excepting therefrom that portion lying Northerly of the center line of said “Convention Way”, as shown in said “Resolution No. 80R-542”. Also excepting therefrom all oil, gas and other hydrocarbon substances below a depth of 500 feet measured vertically below the surface of said land, without however, the right of surface entry at any time upon the surface of said land or within the top 500 feet thereof, for the purpose of drilling for and producing said substances. APN: A portion of 137-031-08 Parcel B: That portion of Parcel 1 of Parcel Map No. 79-245, in the City of Anaheim, County of Orange, State of California, as shown on a map recorded in Book 153, Pages 34 and 35 of Parcel Maps in the office of the County Recorder of said county, as condemned by the City of Anaheim, a municipal corporation, in that certain “Judgment and Final Order of Condemnation” Case No. 783805, a certified copy of which recorded March 10, 2000 as instrument No. 00-128022 of Official Records, being more particularly described as follows: Beginning at the Northwest corner of said Parcel 1; Thence East along the North line of said Parcel 1, South 89º 18’ 07” East, a distance of 88.08 feet to the beginning of a non-tangent curve concave to the Northwest and having a radius of 136.83 feet, to a point which a radial bears South 62º 11’ 21” East; Thence leaving said North line and Southwesterly along said curve through a central angle of 25º 31’ 48” and an arc distance of 60.97 feet to the beginning of a reverse curve concave to the Southeast and having a radius of 451.17 feet, to a point which a radial bears North 36º 39’ 33” West; Thence Southwesterly and Southerly along said curve through a central angle of 51º 55’ 00” and an arc distance of 408.81 feet to the beginning of a reverse curve concave to the West and having a radius of 165.83 feet, to a point which a radial bears South 88º 34’ 33” East; Thence Southerly along said curve through a central angle of 23º 28’ 33” and an arc distance of 67.95 feet; Thence South 00º 51’ 11” West a distance of 23.82 feet; Thence South 36º 54’ 39” East a distance of 7.55 feet to the beginning of a non-tangent ---PAGE BREAK--- A-2 OHSUSA:755173203.7 curve concave to the Southwest and having a radius of 49 feet, to a point which a radial bears North 34º 27’ 16” East; Thence Southeasterly and Southerly along said curve through a central angle of 57º 31’ 24” and an arc distance of 49.19 feet; Thence South 00º 45’ 37” West a distance of 67.53 feet to a point on the South line of said Parcel 1, said point being distant East 128.32 feet from the Southwest corner of said Parcel 1; Thence along said South line North 89º 19’ 57” West a distance of 128.32 feet to the Southwest corner of said Parcel 1; Thence along the Northwest line of said Parcel 1, North 22º 44’ 21” East a distance of 652.08 feet to the Point of Beginning. Parcel C: The Southwest quarter of the Northwest quarter of the Northwest quarter of Section 27, Township 4 South, Range 10 West, in the Rancho San Juan Cajon de Santa Ana, in the City of Anaheim, County of Orange, State of California, as shown on a map recorded in Book 51, Page 10 of Miscellaneous Maps in the office of the County Recorder of said county. Excepting therefrom the Westerly 57 feet thereof, included within “West Street”. Also excepting therefrom all oil, gas and other hydrocarbon substances below a depth of 500 feet measured vertically below the surface of said land, without however, the right of surface entry at any time upon the surface of said land or within the top 500 feet thereof, for the purpose of drilling for and producing said substances. APN’s: 137-021-05 and a portion of 137-031-08 Parcel D: The Southeast quarter of the Northwest quarter of the Northwest quarter of Section 27, Township 4 South, Range 10 West, partly in the Rancho Las Bolsas and partly in the Rancho San Juan Cajon de Santa Ana, in the City of Anaheim, County of Orange, State of California, as shown on a map recorded in Book 51, Page 10 of Miscellaneous Maps in the office of the County Recorder of said county. Excepting therefrom that portion of the Southerly 55 feet thereof, included within “Convention Way”, lying Easterly of the Easterly line of that vacated portion of “Convention Way”, as abandoned by “Resolution No. 80R-542” recorded December 19, 1980 in Book 13881, Page 1327 of Official Records. Also excepting therefrom all oil, gas and other hydrocarbon substances below a depth of 500 feet measured vertically below the surface of said land, without however, the right of surface entry at any time upon the surface of said land or within the top 500 feet thereof, for the purpose of drilling for and producing said substances. APN’s: 137-021-02 and a portion of 137-031-08 ---PAGE BREAK--- A-3 OHSUSA:755173203.7 Parcel E: The Northeast quarter of the Northwest quarter of the Northwest quarter of Section 27, Township 4 South, Range 10 West, in the Rancho San Juan Cajon de Santa Ana, in the City of Anaheim, County of Orange, State of California, as shown on a map recorded in Book 51, Page 10 of Miscellaneous Maps in the office of the County Recorder of said county, together with the West 12 feet of the Northwest quarter of the Northeast quarter of the Northwest quarter of said Section 27. Excepting therefrom the Northerly 60 feet thereof, included within “Katella Avenue”. APN: 137-011-07 Parcel F: The West half of the Northeast quarter of the Northwest quarter of Section 27, Township 4 South, Range 10 West, in the Rancho San Juan Cajon de Santa Ana, in the City of Anaheim, County of Orange, State of California, as shown on a map recorded in Book 51, Page 10 of Miscellaneous Maps in the office of the County Recorder of said county, together with the West 4 feet of the East half of said Northeast quarter of the Northwest quarter of Section 27. Excepting therefrom the West 12 feet of the North 10 acres of said West half of the Northeast quarter of the Northwest quarter of Section 27. Also excepting therefrom that portion lying within the South 10 acres of said East half of the Northeast quarter of the Northwest quarter of Section 27. Also excepting therefrom the Northerly 60 feet thereof, included within “Katella Avenue”. Also excepting therefrom the Southerly 55 feet thereof, included within “Convention Way”. Also excepting therefrom that portion, beginning at the Northeast corner of said Northwest quarter of Section 27, as shown on map recorded in Book 76, Page 3 of Record of Survey’s in the office of the County Recorder of said county; Thence South 01º 20’ 44” East 1316.11 feet along the Easterly line said Northeast quarter of the Northwest quarter to the Southeast corner of said Northeast quarter of the Northwest quarter of Section 27; Thence South 89º 48’ 42” West 659.91 feet along the Southerly line of said Northeast quarter of the Northwest quarter of Section 27 to the Southwest corner of Parcel 1 as shown on a map recorded in Book 30, Page 41 of Parcel Maps in the office of the County Recorder of said county, said point being on the center line of Street; Thence North 01º 12’ 31” West 733.31 feet , along the center line of said Street and the Westerly line of said Parcel 1; Thence South 88º 47’ 29” West 20 feet to the true point of beginning; Thence South 01º 12’ 31” East 672.95 feet, to a point being 5 feet Northerly along the prolongation of said line from the Northerly line of “Convention Way”, a public street, as shown on said Parcel Map; Thence South 44º 18’ 06” West 7.01 feet; Thence South 89º 48’ 42” West 606.10 feet along the Northerly line of said “Convention Way”; Thence North 19º 34’ 29” West 15.44 feet; Thence North 01º 12’ 55” West 198.24 feet to the beginning of a curve concave to the Southeast and having a radius of 24.50 feet; Thence Northerly along said curve ---PAGE BREAK--- A-4 OHSUSA:755173203.7 through a central angle of 22º 55’ 40”, a distance of 9.80 feet; Thence North 21º 42’ 45” East 310.36 feet to the beginning of a curve concave to the Northwest and having a radius of 255.50 feet; Thence Northerly along said curve through a central angle of 22º 56’ 58”, a distance of 102.34 feet; Thence North 01º 14’ 13” West 59.14 feet; Thence North 88º 47’ 29” East 472.93 feet to the true point of beginning. Also excepting therefrom all oil, gas and other hydrocarbon substances below a depth of 500 feet measured vertically below the surface of said land, without however, the right of surface entry at any time upon the surface of said land or within the top 500 feet thereof, for the purpose of drilling for and producing said substances. APN's: 137-151-01 and 04 APN: 137-011-07, 137-021-02, 137-021-05, 137-031-08, 137-151-01, and 137-151-04 (End of Legal Description) ---PAGE BREAK--- OHSUSA:755173308.7 STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. [Seal] ---PAGE BREAK--- STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. [Seal]