DUBLIN SAN RAMON SERVICES DISTRICT FINANCING IMPLEMENTATION - AMENDMENTS

WHEREAS, the Financing is to be secured by the revenues of the District and payments made by Pleasanton to the District under the Regional Agreement; WHEREAS, the District has been advised by its Financial Advisor and Underwriter that unless the Regional Agreement is modified as hereinafter provided, the District will not be able to market the Financing at reasonable interest rates, if at all; and WHEREAS, Pleasanton and the District have duly authorized the execution and delivery of this Agreement; NOW, THEREFORE, for and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows: Section 1. Capitalized Terms. All terms capitalized but not defined herein shall have the meanings given to said terms in the Installment Sale Agreement, being executed in concurrently herewith in connection with the Financing, a copy of which is on file with the City Clerk of Pleasanton and the Secretary of the District Board. Section 2. Provisions Relating to Regional Agreement. In order to secure the Treatment Plant Bonds, the District and Pleasanton hereby agree, for the benefit of the Trustee and the holders of the Treatment Plant Bonds, as follows: (a) Termination. The District and Pleasanton hereby surrender their right to terminate the Regional Agreement pursuant to Section 18, unless and until the Treatment Plant Bonds are Discharged; provided, however, that if both Pleasanton and the District decide to have another public agency (the "Regional Agency") assume responsibility for operation of the Regional Facilities, the Regional Agreement may be terminated to reflect said change in operation of the Regional Facilities, subject to the following: (i) the Regional Agency shall assume all obligations of the District and Pleasanton hereunder; (ii) said proposed termination of the Regional Agreement shall be approved in writing by the Bond Insurer, if the Treatment Plant Bonds are then insured, or, if the Treatment Plant Bonds are not then insured, any Rating Agency then rating the Treatment Plant Bonds shall state in writing that said termination of the Regional Agreement will not cause a reduction or withdrawal of the rating then in effect on the Treatment Plant Bonds; and (iii) the Sewer Service Contract shall be amended to incorporate all relevant provisions of the Regional Agreement, including specifically the rate setting mechanism contained in Section 10 of the Regional Agreement. (b) Third Party Beneficiary. The trustee for the Treatment Plant Bonds and any financial institution providing insurance or a letter of credit to secure the Treatment Plant Bonds shall be third- party beneficiaries of the Regional Agreement. (c) Amendment of Regional Agreement. The District and Pleasanton will not amend the Regional Agreement so as to materially adversely affect the holders of the Treatment Plant Bonds, which shall be determined by the Rating Agency then rating the Treatment Plant Bonds indicating in writing that such amendment would or would not result in a downgrading to the rating then in effect for the Treatment Plant Bonds, or, if the Treatment Plant Bonds are then insured by a Bond Insurer, such amendment shall be considered not to materially adversely affect the holders of the Treatment Plant Bonds if such