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A-2003-075 EXECUTION COPY $16,985,000 REFUNDING CERTIFICATES OF PARTICIPATION 2003 SERIES A PURCHASE CONTRACT April 2, 2003 Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92702 City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92702 Ladies and Gentlemen: The undersigned Salomon Smith Barney Inc. (the "Underwriter"), offers to enter into this Purchase Contract (which, together with Exhibit A, is referred to as the "Purchase Contract") with the Redevelopment Agency of the City of Santa Ana (the "Agency") and the City of Santa Ana, California (the "City"), which, upon the acceptance of the Agency and the City, will be binding upon the Agency, the City and the Underwriter. This offer is made subject to acceptance by the Agency and by the City by the execution of this Purchase Contract and delivery of the same to the Underwriter prior to 11:59 P.M., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Agency and the City at any time prior to the acceptance hereof by the Agency and the City. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement, defined below. Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Agency and the City, and the Agency and the City hereby agree to execute, sell and deliver to the Underwriter all (but not less than all) of the City of Santa Ana Refunding Certificates of Participation, 2003 Series A, in the aggregate principal amount of $16,985,000 (the "Certificates"). The Certificates will be dated as of their date of delivery. Interest on the Certificates shall be payable semiannually on June 1 and December 1 in each year (each an "Interest Payment Date") commencing June 1, 2003 and will bear interest at the rates and on the dates as set forth in Exhibit A hereto. The purchase price for the Certificates shall be $17,697,742.54 (which includes an Underwriter' discount of $106,314.86, and a net original issue premium in the amount of $819,057.20), plus accrued interest from the date thereof to the date of delivery of the Certificates. Section 2. The Certificates. Each Certificate shall evidence a fractional interest of the owner thereof in Lease Payments to be paid by the City pursuant to a certain Lease Agreement, dated as of April 1, 2003 (the "Lease Agreement"), by and between the City and the Agency. The Agency's right to receive the Lease Payments due under the Lease Agreement and to exercise remedies upon default under such Lease Agreement shall be assigned to the Trustee for the benefit of DOCSOa9466020\22452.0084