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City of San Antonio, Texas

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City of San Antonio, Texas REMARKETING MEMORANDUM Dated: November 18, 2014 NOT A NEW ISSUE – Book-Entry-Only RATINGS: See "RATINGS" herein In the Original Opinion (hereinafter defined), Co-Bond Counsel (hereinafter defined) rendered an opinion, assuming continuing compliance by the City (hereinafter defined) after the date of initial delivery of the Bonds (hereinafter defined) with certain covenants contained in the Ordinance (hereinafter defined) and subject to the matters set forth under "TAX MATTERS" herein, that interest on the Bonds for federal income tax purposes under existing statutes, regulations, published rulings, and court decisions (1) would be excludable from the gross income of the owners thereof pursuant to section 103 of the Internal Revenue Code of 1986, as amended to the date of initial delivery of the Bonds, and (2) would not be included in computing the alternative minimum taxable income of individuals or, except as described herein, corporations. Because the Bonds are being converted from the initial Interest Period (defined herein) to a new Interest Period, the Ordinance does not require that an Opinion of Counsel be delivered in connection with such conversion Co-Bond Counsel will, however (and in accordance with the Ordinance), render an opinion to the Paying Agent/ Registrar (defined below) that such remarketing will not adversely affect the excludability of interest on the Bonds for federal income tax purposes. The Remarketing Agent (defined below) will be allowed to rely on any such opinion. See "TAX MATTERS" herein. Additionally, see "THE BONDS – Determination of Interest Rate; Rate Mode Changes" identifying circumstances when an opinion of nationally recognized bond counsel is required as a condition for an interest rate mode conversion. Co-Bond Counsel expresses no opinion as to the effect on the excludability from gross income for federal income tax purposes of any action requiring such an opinion. $47,135,000 CITY OF SAN ANTONIO, TEXAS ELECTRIC AND GAS SYSTEMS VARIABLE RATE JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2012A CONVERSION TO TERM RATE PERIOD OF FOUR YEARS AT A PER ANNUM TERM RATE OF 2.00% (PRICED TO YIELD 1.27%TO MANDATORY TENDER DATE) Originally Dated: October 15, 2012 Mandatory Tender Date: December 1, 2018 (or the first Business Day thereafter) (Interest accrues from the December 1, 2014 Rate Adjustment Date) Maturity Date: December 1, 2027 The Bonds. The City of San Antonio, Texas (the "City"), on November 29, 2012, issued its Electric and Gas Systems Variable Rate Junior Lien Revenue Refunding Bonds, Series 2012A (the "Series A Bonds"), pursuant to an ordinance, adopted by the City Council of the City on October 11, 2012 ("Ordinance"), for the purposes of refinancing existing variable rate debt of the City and paying the costs of their issuance. The Bonds are currently outstanding in the aggregate principal amount of $48,170,000. On December 1, 2014, $48,170,000 in Bonds will be mandatorily tendered for purchase, and $47,135,000 in Bonds will be remarketed in a Term Mode (defined herein) to provide proceeds to pay the purchase price of the aforementioned mandatorily tendered Bonds (see "THE BONDS – Bond Provisions – Authority and Security for the Bonds"). The Bonds are issued in fully-registered form only, without coupons, in denominations of $5,000 (or any integral multiple thereof) while in a Term Mode (see "THE BONDS – General" herein). No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and interest on the Bonds is payable by U.S. Bank National Association, Dallas, Texas, as paying agent/registrar, to Cede & Co., which makes distribution of the amounts so paid to the beneficial owners of the Bonds (see "THE BONDS – Bond Provisions – Book-Entry-Only System" herein). Interest. The Bonds are variable rate bonds, that were initially issued in a Term Mode effective December 1, 2012, and expiring on November 30, 2014. The Bonds are being remarketed in a Term Mode having a duration of four years (expiring November 30, 2018; such interest period applicable to the Bonds, the "Current Term Mode Interest Period") and, upon the conclusion thereof, will again be remarketed into a successive Term Mode interest period of a to-be-determined duration, unless changed to a different Interest Mode (defined herein) as described herein. During the Current Term Mode Interest Period, the Bonds will bear interest at a Term Rate equal to 2.00%. See the table appearing on page ii of this Remarketing Agreement for a description of the Bonds' Term Rate during the Current Term Mode Interest Period, as well as the Current Term Mode Interest Period's effective date, ending date, mandatory tender date, Stepped Rate (defined herein), and CUSIP Number applicable to the Bonds. As the Bonds will remain in a Term Mode, interest on the Bonds during the Current Term Mode Interest Period will be calculated on the basis of a 360-day year of twelve 30-day months and will be payable on each December 1 and June 1, commencing June 1, 2015. Tenders; Redemption. At the conclusion of the Current Term Mode Interest Period, the Bonds are, on December 1, 2018 (or the first Business Day thereafter), subject to mandatory tender, without right of retention by the Holders thereof (subject to the description below under "No Liquidity Support"). During the Current Term Mode Interest Period, the Bonds are not subject to optional or mandatory tender. The Bonds are not subject to redemption during the Current Term Mode Interest Period, but are subject to redemption (at the option of the City) on the interest payment date that immediately succeeds the expiration of the Current Term Mode Interest Period. See "THE BONDS – Purchase of Bonds " and "THE BONDS - Redemption of Bonds". No Liquidity Support. During the Current Term Mode Interest Period, the Bonds are not subject to the benefit of a liquidity facility provided by a third party. Accordingly, a failure by the Remarketing Agent (defined herein) to remarket the Bonds subject to mandatory tender at the end of the Current Term Mode Interest Period will result in the rescission of the notice of mandatory tender with respect thereto and the City not having any obligation to purchase such mandatorily-tendered Bonds at that time. The occurrence of the foregoing will not result in an event of default under the Ordinance or the Bonds. Until such time as the City redeems or remarkets such Bonds that have not been successfully remarketed as described above, those Bonds shall bear interest at the "Stepped Rate", which is identified on page ii of this Remarketing Agreement, calculated on the basis of a 360-day year and the number of days actually elapsed. See "THE BONDS - Purchase of Bonds – Mandatory Tender" herein. Tender; Remarketing. All tenders of Bonds must be made to U.S. Bank National Association, Dallas, Texas, as tender agent for the Bonds (the "Tender Agent"). In the Ordinance, the City has covenanted to identify and enter into a contract with a remarketing agent for the Bonds (which is not required to be the Remarketing Agent identified below) prior to the commencement of the requisite remarketing period applicable to the Bonds and to occur before the expiration of the Current Term Mode Interest Period. Bonds tendered for purchase at the conclusion of the Current Term Mode Interest Period will be bought from the proceeds derived from the remarketing of such Bonds, if any; provided, however, that should the date for tender of the Bonds occur on an Interest Payment Date (defined herein), the accrued interest portion of the Purchase Price (defined herein) is to be paid by the City. Security. The Bonds are special obligations of the City payable solely from and equally and ratably secured, together with the currently outstanding Junior Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City, by a junior lien on and pledge of the Net Revenues of the City's Electric and Gas Systems (as further described herein, the "Systems"), subject and subordinate to liens and pledges securing the outstanding Senior Lien Obligations and any Additional Senior Lien Obligations hereafter issued, and superior to the pledge and lien securing the currently outstanding Commercial Paper Obligations and Inferior Lien Obligations, all as fully set forth in the Ordinance. The City has reserved the right to grant equal and ratable liens on and pledges of Net Revenues to secure payment of Additional Junior Lien Obligations hereafter issued in accordance with the Ordinance (see "THE BONDS – Bond Provisions - Authority and Security for the Bonds"). Conversion. The Ordinance provides that the Bonds are, at the conclusion of the then-effective interest rate mode (other than the Fixed Mode, but including the Current Term Mode Interest Period), subject to conversion to another interest rate mode. If the Bonds are converted, in whole or in part, to an interest rate mode other than another Term Mode, a SIFMA Index Mode (defined herein), or a Fixed Mode (defined herein), the City anticipates entering into an agreement providing liquidity support for those Bonds at such time. No such agreement, however, has been entered into at this time, nor is one expected to be entered into in the future. The Bonds were originally delivered to the initial purchasers together with the approving opinion of the Attorney General of the State of Texas and the approval of certain legal matters by Fulbright & Jaworski LLP of San Antonio, Texas, a member of Norton Rose Fulbright (formerly Fulbright & Jaworski L.L.P.), and Escamilla & Poneck, LLP (formally Escamilla, Poneck & Cruz LLP), of San Antonio, Texas, as Co-Bond Counsel. The remarketing of the Bonds will, through the services of DTC, be available for delivery on December 1, 2014.
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