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Quint & Thimmig LLP <br />LETTER AGREEMENT FOR PURCHASE <br />November 6, 2013 <br />City of Santa Ana <br />20 Civic Center Plaza <br />Santa Ana, CA, 92701 <br />Attention: City Manager <br />Santa Ana Financing Authority <br />20 Civic Center Plaza <br />Santa Ana, CA, 92701 <br />Attention: Executive Director <br />04/30/14 <br />05/28/14 <br />Re: $ Lease Agreement, dated as of June 1, 2014, by and between the Santa Ana <br />Financing Authority and the City of Santa Ana, assigned to Western Alliance Public <br />F� LLC <br />Ladies and Gentlemen: <br />The undersigned, <br />WAFT and CB. collectivelJhe "Purchasers'), offer, upon the following terms, to acquire (i) the <br />rights, title and interest of Santa Ana Financing Authority (the "Authority ") under the Lease <br />Agreement (hereinafter defined), including its rights to receive Lease Payments to be made by <br />the City of Santa Ana (the "City ") under the Lease Agreement, dated as of June 1, 2014 (the <br />"Lease Agreement "), by and between the City and the Authority; provided that the Authority's <br />rights to indemnification and payment or reimbursement for any costs or expenses thereunder <br />have been retained by the Authority to the extent such rights accrue to the Authority and shall <br />have been assigned to the Purchasers to the extent such rights accrue to the Purchasers by <br />entering into arrsenar� ate assignment agreements each dated as of June 1, 2014 (collectively, the <br />"Assignment Agreements "), with the Authority, and (ii) except for the Authority's obligation <br />under Section 4 thereof, the rights, title and interest of the Authority under the Site and Facility <br />Lease, dated as of June 1, 2014 (the "Site and Facility Lease "), by and between the City and the <br />Authority. <br />Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto <br />in the Lease Agreement. <br />1. Purchase and Purchase Price; Terms of Authority's Obligations. The City and the Authority <br />agree to execute and deliver the Site and Facility Lease and the Lease Agreement, and the <br />Purchasers aagr�ee to purchase the Authority's rights, title and interest under the Lease <br />Agreement, as described more specifically above and in the Assignment Agreements, at an <br />mgrs purchase price of $ . The Lease Payments under the Lease Agreement{ <br />the a-wD lts alloc le to each of the Purchasers and the interest rates applicable thereto shall be <br />as shown in Exhibits A-11,� 2 rid A -3 hereto (with the total of all Lease Payments shown in <br />Exhibit A -4 hem{ . <br />19014.10 <br />4 -105 <br />