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the owners of the Certificates pursuant to an Assignment Agreement and Termination Agreement, dated as of April 1, 2003 (the "Assignment Agreement'), by and between the Agency and BNY Western Trust Company, as trustee (the "Trustee"). The Certificates shall be as described in, and shall be secured under and pursuant to a Trust Agreement, dated as of April 1, 2003 (the "Trust Agreement'), by and among the City, the Agency and the Trustee, substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Agency, the City and the Underwriter. The proceeds of the Certificates shall be used to (i) to provide for the current refunding and defeasance of the $16,875,000 City of Santa Ana Certificates of Participation (Parking Facilities Refunding Project), Series 1993A, and the $1,945,000 City of Santa Ana, Certificates of Participation (Commercial Facilities Refunding Project), Series 1993B, and the $5,005,000 City of Santa Ana Certificates of Participation (Mass Commuting Facility Refunding Project), Series 1993C (collectively, the "1993 Certificates"), and related city lease payment obligations, (ii) fund the Reserve Account established under the Trust Agreement, and (iii) pay for the costs of issuance of the Certificates, including the premium with respect to a financial guaranty insurance policy to be issued by Ambac Assurance Corporation (the "Insurer"). Section 3. Public Offering. The Underwriter agrees to make an initial public offering of all the Certificates at the public offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as they deem necessary in connection with the marketing of the Certificates, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Certificates may be offered and sold to certain dealers at prices lower than such initial public offering prices. Section 4. The Official Statement. By its acceptance of this proposal, the Agency and the City ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of the preliminary official statement relating to the Certificates dated March 25, 2003 (including the cover page, all appendices and all information incorporated therein, the "Preliminary Official Statement') that authorized officers of the City deemed "final' as of its date, for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") except for certain omissions permitted to be omitted therefrom by Rule 15c2-12. The Agency and the City hereby agree to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Certificates (including all information previously permitted to have been omitted by Rule 15c2-12) the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Agency, the City and the Underwriter (the "Official Statement') in such quantity as the Underwriter shall reasonably request to comply with Securities and Exchange Commission Rule 15c2-12(b)(4) and the rules of the Municipal Securities Rulemaking Board (the "MSRB"). The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the Certificates prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement. The Underwriter agrees to (i) provide the Agency and the City with final pricing information on the Certificates on a timely basis and (ii) promptly file a copy of the final Official Statement, including any supplements prepared by the Agency or the City with a nationally recognized municipal securities information repository. The Agency and the City hereby approve of 2