California Infrastructure and Economic Development Bank

Bond Placement Agreement

$ VARIABLE RATE DEMAND REVENUE BONDS ( PROJECT), SERIES 20

BOND PLACEMENT AGREEMENT

Ladies and Gentlemen:

The undersigned, , a division of (the "Placement Agent"), offers to enter into the following agreement with the (the "Issuer") and (the "Borrower"), which, upon your acceptance of this offer, will be binding upon you and upon the Placement Agent.

1. BACKGROUND

Certain understandings of the Placement Agent with respect to the transaction contemplated by this Agreement are set forth below:

(a) The Issuer will issue and sell $ principal amount of its Variable Rate Demand Revenue Bonds ( Project), Series 20 (the "Bonds") to provide funds for the purpose of making a loan to the Borrower to (i) currently refund certain indebtedness (the "Refunding Project") incurred by the Borrower to Bank, , , in connection with the construction and improvement of the student center located on the Borrower's campus (the "Prior Loan"), (ii) construct and equip a new visual arts and dance building, (iii) renovate various buildings, and (iv) demolish the existing fine arts building, all of which are located on the Borrower's campus (the foregoing items (ii), (iii) and (iv) are collectively referred to as the "Series 20 Project"), and (v) pay costs of issuance of the Bonds.

(b) The Bonds will be issued pursuant to the provisions of Sections et seq., Code of , as amended and supplemented (the "Act"), resolutions of the Issuer, adopted on and (collectively, the "Resolution"), and a Trust Indenture, dated as of (the "Indenture"), by and between , a national banking association, as Trustee (the "Trustee"), and the Issuer.

(c) Concurrently with the issuance of the Bonds, the Borrower will cause (the "Bank") to issue its irrevocable, direct-pay Letter of Credit (the "Letter of Credit") in favor of the Trustee that will authorize the Trustee to draw an amount not exceeding $.

(d) The Bonds will mature on , will contain the terms and provisions as described in the Indenture and will bear interest initially at the Weekly Rate to be established at the closing of the issuance of the Bonds (the "Closing") by the Placement Agent, as Remarketing Agent, for the initial Weekly Rate Period.

(f) A Private Placement Memorandum (including the Appendices thereto), dated (the "Private Placement Memorandum"), with respect to the Bonds has been delivered to the Placement Agent on or before the date hereof.

(g) It is intended that interest on the Bonds will be excluded from gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions and will not be treated as an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations and, in reliance thereon, the Placement Agent may offer the Bonds without registration under the Securities Act of 1933, as amended, or qualification of the Indenture under the Trust Indenture Act of 1939, as amended.

(i) Pursuant to the Indenture and the Blanket Issuer Letter of Representations, dated , from the Issuer to (the "Letter of Representations"), the Bonds are being issued in book-entry only form.

(j) The Letter of Credit will be issued pursuant to a Reimbursement Agreement, dated as of (the "Letter of Credit Agreement"), by and between the Borrower and the Bank.

(k) The Issuer has not applied for a rating for the Bonds from any nationally-recognized rating agency and does not intend to do so.

2. JOINT REPRESENTATIONS OF THE ISSUER AND THE BORROWER

(a) The Issuer and the Borrower intend that substantially all of the proceeds of the Bonds will be expended for the purposes described in Section 145 of the Internal Revenue Code of 1986, as amended (the "Code").

3. REPRESENTATIONS AND WARRANTIES OF THE ISSUER

(a) The Issuer is a public corporation duly created and validly existing pursuant to and in good standing under the Constitution and laws of the State of (the "State").

(d) The Board, on behalf of the Issuer, has duly adopted the Resolution and has duly authorized the execution and delivery of this Agreement, the Loan Agreement, the Indenture, the Remarketing Agreement, the Private Placement Memorandum and the sale and issuance of the Bonds.

(e) The information contained in the Private Placement Memorandum under the sections captioned "THE ISSUER", "LITIGATION", "VALIDATION", "LEGAL MATTERS", "PLACEMENT" and "OTHER MATTERS" does not contain any untrue or misleading statement of a material fact.

4. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

(a) The Borrower is a non-profit corporation duly organized and validly existing under the laws of the State.

(b) The Borrower is an organization exempt from federal income taxation as provided in Section 501(a) of the Code by virtue of being an organization described in Section 501(c)(3) of the Code and not a "private foundation" within the meaning of Section 509(a) of the Code.

(k) The Borrower has or will have prior to the Closing Date full power and authority to authorize and thereafter consummate all transactions contemplated by this Agreement, the Loan Agreement, the Remarketing Agreement, the Letter of Credit Agreement, the Note, the Indenture and any and all other agreements relating thereto.

(o) The Borrower has obtained or will obtain, as and when required by applicable law, all approvals required in connection with the execution and delivery of and performance by the Borrower of its obligations under this Agreement, the Loan Agreement, the Remarketing Agreement, the Letter of Credit Agreement and the Note and in relation to the Refunding Project and the Series 20___ Project.

5. COVENANTS OF THE ISSUER

(a) The Issuer agrees to refrain from taking or permitting to be taken any action that results in the loss of the tax-exempt status of the interest on the Bonds.

(c) The Issuer shall furnish copies of the Private Placement Memorandum and all amendments and supplements thereto as requested.

6. COVENANTS OF THE BORROWER

(a) The Borrower agrees to refrain from taking or permitting to be taken any action that results in the loss of the tax-exempt status of the interest on the Bonds.

(d) All written information with respect to the Series 20___ Project, the Prior Project, and the Refunding Project to be supplied at the Closing to establish the tax-exempt status of interest on the Bonds will be correct and complete.

(e) The Borrower shall indemnify and hold harmless the Issuer, Bond Counsel, the Placement Agent, the Trustee, the Bank, and their respective counsel, officers, agents and employees against losses, claims, damages, liabilities or expenses related to any untrue or misleading statement or omission in the Private Placement Memorandum.

(g) All costs and expenses to affect the preparation, sale, issuance and delivery of the Bonds shall be paid by the Borrower unless the Bonds are not sold and issued by the Issuer.

(j) The Borrower will cause the Bank to deliver the Letter of Credit to the Trustee on the Closing Date.

7. PLACEMENT OF THE BONDS

The Placement Agent agrees to offer the Bonds in denominations of $ and any integral multiple of $ in excess thereof.

(a) Placement agent's fee: $.

(d) Closing Date: .

8. BOND DOCUMENTS

The following documents shall be executed and delivered on or prior to the Closing Date:

(i) the Indenture

(ii) the Loan Agreement

(iii) the Note

(iv) the Letter of Credit

(v) the Letter of Credit Agreement

(vi) the Remarketing Agreement

(vii) the Letter of Representations

9. CONDITIONS TO OBLIGATIONS OF THE PLACEMENT AGENT

(d) Bond Counsel opinion received:

(e) Counsel to Issuer opinion received:

(k) Counsel to Borrower opinion received:

(p) Arbitrage bond certificate received:

(q) Bond validation proceeding favorable conclusion received:

10. TERMINATION

The Placement Agent may terminate its obligations under certain market, tax, legal, or adverse change events.

11. EXPENSES

The Borrower shall cause to be paid the costs of issuing the Bonds, including the fees and expenses described in Section 6(g).

12. CONDITION OF THE ISSUER'S OBLIGATIONS

The Issuer's obligations are subject to the Placement Agent securing Purchasers for one hundred percent (100%) of the Bonds.

13. NOTICES

If to the Issuer:

If to the Borrower:

If to the Trustee:

If to the Placement Agent:

14. SUCCESSORS

This Agreement is made solely for the benefit of the Issuer, the Placement Agent and the Borrower and no other person shall acquire or have any right hereunder.

15. SURVIVAL OF CERTAIN AGREEMENTS, COVENANTS REPRESENTATIONS AND WARRANTIES

All agreements, covenants, representations and warranties shall remain in full force and effect and shall survive the Closing Date and the delivery of and payment for the Bonds.

16. GOVERNING LAW

This Agreement shall be governed by the laws of the State.

17. MISCELLANEOUS

This Agreement constitutes the only agreement among the parties hereto relating to the subject matter hereof and supersedes all previous contracts, agreements or understandings.

18. COUNTERPARTS

This 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.