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HomeMy WebLinkAboutCont. (part 1) Broker-Dealer Agreement, dated as of March 1, 1994, between the Initial Auction Agent and Smith Barney Shearson Inc. "Broker-Dealer Fee" shall have the meaning set forth in the Auction Agent Agreement. "Business Day" shall mean a day which is not a Saturday, Sunday or other day on which banking institutions in the state in which the principal corporate trust office of the Trustee or the principal office of the Auction Agent is located are closed or are required to close or a day on which the New York Stock Exchange is closed. "Change of Tax Law" shall mean, with respect to any Beneficial Owner of ARS or IRS, any amendment to, the Code or other statute enacted by the Congress of the United States or any temporary, proposed or final regulation promulgated by the United States Treasury after the Closing Date, which (i) changes or would change any deduction, credit or other allowance allowable in computing liability for any federal tax with respect to, or (ii) imposes or would impose or reduces or would reduce or increases or would increase any federal tax (including, but not limited to, preference or excise taxes) upon, any interest earned by any holder of bonds the interest on which is excluded from federal gross income under Section 103 of the Code. "Closed Period" shall mean each period (i) commencing at 11:00 a.m., New York City time, on the Business Day immediately preceding any Auction Record Date and ending immediately prior to the opening of business on the Auction Period Accrual Date succeeding such Auction Record Date and (ii) commencing at 11:00 a.m., New York City time, on a Redemption Record Date and ending immediately prior to the opening of business on the related redemption date. "Closing Date" shall mean March 23, 1994. "Code" shall mean the Internal Revenue Code of 1986, as from time to time amended. "Commercial Paper Dealers" shall mean Smith Barney Shearson Inc., its successors and assigns, and any other commercial paper dealer appointed as provided in Section 4(b) of this Appendix. "Day Count Basis" shall mean, with respect to Regular ARS and the calculation of any Service Charge, actual days elapsed in a year of 360 days and otherwise, the number of days elapsed on the basis of twelve 30-day months in a year of 360 days. "Defaulted Interest" shall mean interest on any Series 1994 Bond which is payable but is not punctually paid or duly provided for on any Interest Payment Date. LA1-63221.5 A-5 "Existing Holder" shall mean, with respect to any Auction, a person who has executed (and has not withdrawn or terminated) a Purchaser's Letter and who was listed as the Beneficial Owner of ARS (which are not Fixed) in the Existing Holder Registry at the close of business on the Business Day immediately preceding such Auction. "Existing Holder Registry" shall mean the registry of persons who are Beneficial Owners of ARS that are not Fixed, maintained by the Auction Agent as provided in the Auction Agent Agreement. "Fixed" shall mean Regular ARS, the beneficial ownership of which has been linked with an equal aggregate principal amount of Regular IRS, and recorded as such as Newly Fixed AIRS or as Regular Fixed AIRS under the Applicable CUSIP Number at the Securities Depository. "Fixed Percentage" shall mean, as of any Redemption Record Date, the percentage obtained by dividing the aggregate principal amount of outstanding ARS and IRS which are Fixed on such Redemption Record Date by the aggregate principal amount of outstanding ARS and IRS on such Redemption Record Date. "Fixed Rate" shall mean 5.750% per annum in the case of the ARS and IRS maturing on July 1, 2014. "Index" shall mean, on any date of determination, the PSA Index, or if such rate is not available, the Index so determined by the Market Agent for the AIRS, which shall equal the prevailing rate for bonds rated in the highest short-term rating category by Moody's and S&P in respect of issuers most closely resembling the "high grade" component issuers included in the PSA Index that are subject to tender by the holders thereof for purchase on not more than seven (7) days notice and the interest on which is (i) variable on a weekly basis, (ii) excludable from gross income for federal income tax purposes under the Code, and (iii) not subject to an "alternate minimum tax" or similar tax under the Code, unless all tax-exempt bonds are subject to such tax. Initial Auction Agent" shall mean Bank of New York, a New York corporation, its successors and assigns. "Initial Auction Agent Agreement" shall mean the Auction Agent Agreement, dated as of March 1, 1994, between the Trustee and the Initial Auction Agent, including any amendment thereof or supplement thereto. "Initial Market Agent" shall mean Smith Barney Shearson Inc., its successors and assigns. "Interest Payment Date" shall mean January 1, 1995, semi-annually thereafter on each January 1 and July 1 and at maturity; provided, however, that if any LAI-63221.5 A-6 such day is not a Business Day, interest due on such day shall be paid on the next succeeding Business Day without accrual of any additional interest. "Interest Period" shall mean the period commencing on and including an Interest Payment Date and ending on and excluding the next succeeding Interest Payment Date; provided, however, that the first Interest Period shall commence on the Closing Date. "IRS" shall mean an Inverse Rate Security. "Market Agent" shall mean the Initial Market Agent unless and until a Substitute Market Agent Agreement is entered into, after which Market Agent shall mean the Substitute Market Agent. "Market Agent Agreement" shall mean the Market Agent Agreement, dated as of March 1, 1994, between the Trustee and the Initial Market Agent, until and unless a Substitute Market Agent Agreement is effective, after which Market Agent Agreement shall mean such Substitute Market Agent Agreement, in each case as from time to time amended or supplemented. "Maximum Rate" shall mean, on any date of determination, the interest rate per annum equal to the Applicable Percentage of the higher of (i) the After-Tax Equivalent Rate on such date and (ii) the Index on such date; provided, however, that such rate shall not exceed the excess of (i) 11.171% per annum in the case of the ARS maturing on July 1, 2014, over (ii) (x) the Service Charge Rate on such date or (y) if the ownership of the ARS is no longer maintained in book-entry form by the Securities Depository, zero; provided further, however, that in no event shall the Maximum Rate be more than the maximum rate permitted by the laws of the State, as the same may be modified by United States law of general application. "Minimum Rate" shall mean, on any date of determination, the rate per annum equal to 85% (as such percentage may be adjusted pursuant to Section 6 of this Appendix) of the lesser of: (i) the After-Tax Equivalent Rate on such date and (ii) the Index on such date; provided, that in no event shall the Minimum Rate be more than the Maximum Rate. "Moody's" shall mean Moody's Investors Service, Inc., a Delaware corporation, its successors and assigns. "Newly Fixed AIRS" shall mean, on any date of determination, ARS and IRS which are Fixed and which were Fixed, pursuant to a Request to Fix delivered to the Auction Agent, on any day from, but not including, the first day of the Interest Period during which such date of determination occurs. "Non-Payment Rate" shall mean, on any date of determination, the interest rate per annum equal to the lesser of (i) 265% of the Index on such date (as such LA1-63221.5 A-7 percentage may be adjusted pursuant to Section 6 of this Appendix) and (ii) 11.171% per annum in the case of the ARS maturing on July 1, 2014; provided, that if an Auction was held on the Business Day immediately preceding the first day of an Auction Period during which the ARS are to be payable as to interest at the Non-Payment Rate, the Non-Payment Rate as determined above shall be reduced by an amount equal to the Service Charge Rate on such date of determination; and provided further, that in no event shall the Non-Payment Rate be more than the maximum rate permitted by State law, as the same may be modified by United States law of general application. "Notice of Conversion" shall mean a notice to the Securities Depository substantially in the form provided in the Auction Agent Agreement. "Notice of Cure of Payment Default" shall mean a notice substantially in the form of Exhibit B hereto. "Notice of Fee Rate Change" shall mean a notice of a change in the rate at which the Auction Agent Fee or the Broker-Dealer Fee accrues, substantially in the form provided in the Auction Agent Agreement. "Notice of Payment Default" shall mean a notice substantially in the form of Exhibit A hereto. "Notice of Percentage Change" shall mean a notice to the Trustee and the Auction Agent substantially in the form provided in the Market Agent Agreement "Notice of Proposed Percentage Change" shall mean a notice to the Trustee and the Auction Agent substantially in the form provided in the Market Agent Agreement "Participant" shall mean a person who is a participant in or member of the Securities Depository, as determined by the rules or bylaws of the Securities Depository. "Payment Default" shall mean (i) a default in the due and punctual payment of any installment of interest on the ARS or the IRS or (ii) a default in the due and punctual payment of any interest, principal or premium, if any, on the ARS or the IRS at their maturity or pursuant to a mandatory redemption. "PM Index" shall mean on any date, a rate determined on the basis of the seven-thy high grade market index of tax-exempt variable rate demand obligations, as produced by Municipal Market Data and published or made available by the Public Securities Association ("PSA") or any person acting in cooperation with or under the sponsorship of PSA and acceptable to the Market Agent for the AIRS, and effective from such date. "Purchaser's Letter" shall mean an executed letter substantially in the form provided in the Auction Agent Agreement. LA1-63221.5 A-8 "Rating Agency" shall mean Moody's or S&P, or if either Moody's or S&P discontinues its securities rating service, then such other nationally recognized securities rating agency as may be specified by the Market Agent with the consent of the Authority. "Redemption Record Date" shall mean the record date selected by the Trustee pursuant to Section 7 of this Appendix for purposes of redemption of the ARS and IRS. "Regular ARS" shall mean, on any date of determination, ARS which are not Fixed, the beneficial ownership of which is recorded under the Applicable CUSIP Number at the Securities Depository. "Regular Fixed AIRS" shall mean, on any date of determination, ARS and IRS which are Fixed and which were Fixed on the first day of the Interest Period during which such date of determination occurs or, if such first day falls within a Closed Period, then on the Business Day immediately succeeding such first day. "Record Date" shall mean, the Business Day next preceding each Interest Payment Date. "Regular IRS" shall mean, on any date of determination, IRS which are not Fixed and the beneficial ownership of which is recorded under the Applicable CUSIP Number at the Securities Depository. "Request to Fix" shall mean a written request received by the Auction Agent from a Broker-Dealer, substantially in the form provided in the Broker-Dealer Agreement, and described in Section 8 of this Appendix. "Request to Separate" shall mean a written request received by the Auction Agent from a Broker-Dealer, substantially in the form provided in the Broker-Dealer Agreement, and described in Section 8 of this Appendix. "S&P" shall mean Standard & Poor's Ratings Group, a New York corporation, its successors and assigns. "Securities Exchange Act" shall mean the Securities Exchange act of 1934, as amended. "Separated" shall mean Newly Fixed AIRS or Regular Fixed AIRS, the beneficial ownership of which has been separated into equal aggregate principal amounts of ARS and IRS, and recorded as such as Regular ARS and Regular IRS under the Applicable CUSIP Numbers at the Securities Depository. "Service Charge" shall mean the dollar amount, if any, payable to the Auction Agent and any Broker-Dealer on an Interest Payment Date, as calculated pursuant to Section 3(e) of this Appendix. LA1-63221.5 A-9 "Service Charge Rate" shall mean, on any Auction Date, the sum of: (i) the rate at which the Broker-Dealer Fee accrues on such Auction Date and (ii) the rate at which the Auction Agent Fee accrues on such Auction Date. "State" shall mean the State of California. "Statutory Corporate Tax Rate" shall mean, as of any date of determination, the highest tax rate bracket (expressed in decimals) now or hereafter applicable in each taxable year on the taxable income of every corporation as set forth in Section 11 of the Code or any successor section, without regard to any minimum additional tax provision or provisions regarding changes in rates during a taxable year; the Statutory Corporate Tax Rate as of the Closing Date is 35%. "Substitute Auction Agent" shall mean the person with whom the Trustee enters into a Substitute Auction Agent Agreement. "Substitute Auction Agent Agreement" shall mean an auction agent agreement containing terms substantially similar to the terms of the Initial Auction Agent Agreement, whereby a person having the qualifications required by Section 11 of this Appendix agrees with the Trustee to perform the duties of the Auction Agent herein. "Substitute Market Agent" shall mean the person with whom the Trustee enters into a Substitute Market Agent Agreement. "Substitute Market Agent Agreement" shall mean a market agent agreement containing terms substantially similar to the terms of the Initial Market Agent Agreement, whereby a person having the qualifications required by Section 10 of this Appendix agrees with the Trustee to perform the duties of the Market Agent herein. "Tender Date" shall have the meaning set forth in Section 9(a) of this Appendix. "Tender Demand" shall have the meaning set forth in Section 9(b) of this Appendix. "Tender Notice" shall have the meaning set forth in Section 9(c) of this Appendix. "Tender Price" shall have the meaning set forth in Section 9(a) of this Appendix. "Weighted Average Applicable Factor" shall mean for any calculation period with respect to Regular ARS, Regular IRS, Newly Fixed AIRS and Regular Fixed AIRS, as the case may be, (i) the sum of the Applicable Factors in effect on each day during the LAI-63221.5 A_10 calculation period, divided by (ii) the number of days in such calculation period, on the applicable Day Count Basis. All terms used in this Section 1 or elsewhere in this Appendix shall include the plural as well as the singular. Section 2. Timing of Actions. Whenever in this Appendix there is specified a time of day at or by which a certain action must be taken, such time shall be local time in New York City, except as otherwise specifically provided in this Appendix. If the date for making any payment or the last day for the performance of any act or the exercise of any right, provided in this Appendix, shall not be a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Appendix, except as otherwise specifically provided herein. Section 3. Payments With Respect to ARS and IRS. (a) General Provisions. Interest with respect to each of the ARS and the IRS shall accrue from the Closing Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for. (b) Interest Payable by the Authority. The Trustee shall determine the aggregate amount of interest payable by the Authority in accordance with subsection (g) below with respect to the ARS and IRS on each Interest Payment Date. Notwithstanding any other provision of this Indenture, the aggregate amount of interest due with respect to any maturity of ARS and IRS on any Interest Payment Date shall equal (i) the Fixed Rate with respect to such maturity, multiplied by (ii) the aggregate principal amount of the outstanding ARS and IRS of such maturity, multiplied by (iii) the number of days (on the basis of twelve 30-day months) in the Interest Period or portion thereof, divided by (iv) 360, and rounding the resultant figure to the nearest cent (a half cent being rounded upward). The Trustee shall promptly notify the Securities Depository of its calculations, as provided in Section 5(b)(ii) of this Appendix. (c) Applicable ARS Rate. The Applicable ARS Rate for the first Auction Period shall be 3.080% per annum. Interest on the ARS shall be computed on the basis of a 360-day year for the actual number of days elapsed. The Applicable ARS Rate for each subsequent Auction Period shall be the sum of the Auction Rate and the Service Charge Rate; provided that (i) if a notice of an adjustment in the percentages used to determine the Maximum Rate, the Minimum Rate and the Non-Payment Rate shall have been given by the Market Agent in accordance with Section 6 of this Appendix and because of a failure to satisfy either of the conditions set forth in clause (i) or (ii) of LA1-63221.5 A-11 Section 6(c) of this Appendix such adjustment shall not have taken effect, then an Auction shall not be held on the Auction Date immediately preceding the next succeeding Auction Period and the Applicable ARS Rate for such next succeeding Auction Period shall equal the sum of the Maximum Rate on such Auction Date and the Service Charge Rate on such Auction Date; (ii) if, at the close of business on the Auction Record Date all outstanding ARS are Fixed, then an Auction shall not be held with respect to the succeeding Auction Period and the Applicable ARS Rate for such Auction Period shall equal the Fixed Rate on the Business Day immediately preceding the first day of such Auction Period; and (iii) if, on any Auction Date, an Auction is not held for any reason other than because all outstanding ARS are Fixed, then the Applicable ARS Rate for the next succeeding Auction Period shall equal the sum of the Maximum Rate on such Auction Date and the Service Charge Rate on such Auction Date. Notwithstanding the foregoing: (x) if the ownership of ARS is no longer maintained in book-entry form by the Securities Depository, the Applicable ARS Rate for any Auction Period commencing after the delivery of certificates representing ARS pursuant to Section 3.01 of the Indenture shall equal the Maximum Rate on the Business Day immediately preceding the first day of such succeeding Auction Period; or (y) if a Payment Default shall have occurred, the Applicable ARS Rate for each Auction Period commencing on or immediately after the occurrence of such Payment Default to and including the Auction Period, if any, during which, or commencing less than two Business Days after, such Payment Default is cured in accordance with this Appendix, shall equal the Non-Payment Rate plus the Service Charge Rate; the Applicable ARS Rate for each Auction Period commencing at least two Business Days after any cure or waiver of a Payment Default shall be the rate determined through implementation of the Auction Procedures plus the Service Charge Rate. (d) Applicable IRS Rate. For each maturity of Regular IRS, the Applicable IRS Rate for each Auction Period shall be equal to the result taken to one thousandth (.001) of 1% (without rounding), of (A) the applicable Fixed Rate multiplied by two, minus (ii) the Applicable ARS Rate for such maturity for such Auction Period multiplied by the Applicable Day Count Fraction. Interest on the IRS shall be computed on the basis of the number of days elapsed (based on twelve 30-day months) in a year of 360 days. For purposes of the Applicable IRS Rate, the Applicable ARS Rate is multiplied by the Applicable Day Count Fraction in order to adjust such rate (which is calculated on the basis of actual days elapsed) to a rate per annum calculated on the basis of twelve 30-day months. LA1-63221.5 A-12 (e) Service Charge With Respect to ARS. On each Interest Payment Date, the Trustee shall pay the Service Charge to the Auction Agent, on behalf of the Beneficial Owners of the Regular ARS and Newly Fixed AIRS, in immediately available funds out of amounts in the Interest Account, an amount determined in accordance with the Auction Agent Agreement. The method of calculating any fees owed hereunder at the Service Charge Rate may be modified by written agreement among the Trustee, the Auction Agent and the Market Agent. (f) Medium of Payment. (i) The principal of, premium, if any, and interest on each of the ARS and the IRS shall be payable in any currency of the United States of America which on the respective dates for payment thereof is legal tender for the payment of public and private debts. The principal of, premium, if any, and interest on each of the ARS and the IRS (other than at maturity) shall be payable by check, or by wire transfer if to DTC, mailed to the registered owner thereof on the Record Date or Redemption Record Date, as the case may be, at the address as it appears on the registration books maintained by the Trustee. So long as ownership of ARS and IRS is maintained in book-entry form by the Securities Depository, the registered owner of ARS and IRS shall be Cede & Co., as nominee for DTC. (ii) Interest payable on any Interest Payment Date to the registered owner of ARS and IRS in the aggregate principal amount of $1,000,000 or more may, upon written request by such registered owner received by the Trustee prior to the Record Date preceding such Interest Payment Date, be paid by wire transfer to a designated account in the United States. Such written request shall remain in effect until rescinded in writing by such registered owner. The principal of each ARS and IRS at maturity will be paid upon presentation and surrender thereof at the principal corporate trust office of the Trustee. Each Beneficial Owner of ARS, by the Beneficial Owner's purchase of ARS, appoints the Trustee as its agent in connection with the payment by such Beneficial Owner of its share of any Service Charge payable to the Auction Agent and Broker-Dealers pursuant to subsection (e) above, (iii) Unless otherwise requested by the Securities Depository, payments of (i) the principal of ARS, at maturity or upon redemption, and payments of interest on ARS made by wire transfer, shall be made by the Trustee in immediately available funds and (ii) principal of IRS at maturity or upon redemption, and payments of interest on IRS made by wire transfer, shall be made by the Trustee in immediately available funds; provided, however, that such method of payment may be modified by written agreement among the Trustee, Securities Depository and Auction Agent. (g) Computation of Interest Distributable on ARS and IRS. (i) The Trustee shall obtain from the Securities Depository a position listing showing, at the close of business on each Record Date, the aggregate outstanding principal LA1-63221.5 A-13 amounts of Regular ARS, Regular IRS, Newly Fixed AIRS and Regular Fixed AIRS. On the basis of such position listings and the Applicable Factors with respect to each Auction, or portion thereof, falling within the Interest Period, the Trustee shall calculate the interest that has accrued with respect to outstanding Regular ARS, Regular IRS, Newly Fixed AIRS and Regular Fixed AIRS, and shall determine the aggregate amount of interest distributable on each Interest Payment Date to Owners as of the Record Date. (ii) The amount of interest distributable to Beneficial Owners of Regular ARS, Regular IRS, Regular Fixed AIRS and Newly Fixed AIRS, respectively, in respect of each $50,000 in principal amount thereof for any Interest Period or portion thereof shall equal (i) the Weighted Average Applicable Factor for Regular ARS, Regular IRS, Regular Fixed AIRS and Newly Fixed AIRS, respectively, for such Interest Period or portion thereof, multiplied by (ii) the principal amount of $50,000, multiplied by (iii) the number of days, on the applicable Day Count Basis, in the Interest Period or portion thereof, divided by (iv) 360, and rounding the resultant figure to the nearest cent (half a cent being rounded upward). (h) Defaulted Interest. (i) The Trustee shall determine not later than 12:00 noon, New York City time, on the Business Day next succeeding an Interest Payment Date, whether a Payment Default has occurred. If a Payment Default has occurred, the Trustee shall, not later than 12:15 p.m. New York City time on such Business Day, send a Notice of Payment Default to the Auction Agent by telecopy or similar means and, if such Payment Default is cured, the Trustee shall immediately send a Notice of Cure of Payment Default to the Auction Agent by telecopy or similar means. (ii) Defaulted Interest shall forthwith cease to be payable to the Beneficial Owner on the relevant Record Date by virtue of having been such Beneficial Owner and such Defaulted Interest shall be payable to the person in whose name the ARS and the IRS are registered at the close of business on a special record date fixed therefor by the Trustee, which shall not be more than 15 days and not less than ten days prior to the date of the proposed payment of Defaulted Interest. The Trustee shall promptly notify the Authority of the special record date and at its expense mail to each Beneficial Owner of a Series 1994 B Bond or Series 1994 C Bond as to which Defaulted Interest is payable, not less than ten days before the special record date, of the date of the proposed payment of such Defaulted Interest. Section 4. Calculation of Maximum Rate, Minimum Rate, Non-Payment Rate and Applicable Factors. (a) The Auction Agent shall calculate the Maximum Rate and the Minimum Rate on each Auction Date. If all outstanding ARS are Fixed at the close of business on any Auction Record Date, the Auction Agent shall calculate the Minimum Rate on the LA1-63221.5 A-14 Business Day immediately preceding the first day of the next succeeding Auction Period. If the ownership of the ARS is no longer maintained in book-entry form by the Securities Depository, the Trustee shall calculate the Maximum Rate on the Business Day immediately preceding each Auction Period after the delivery of certificates representing the ARS pursuant to Section 3.01 of the Indenture. If a Payment Default shall have occurred, the Trustee shall calculate the Non-Payment Rate on the first day of (i) each Auction Period commencing after the occurrence and during the continuance of such Payment Default and (ii) any Auction Period commencing less than two Business Days after the cure of any Payment Default. The Auction Agent shall calculate the Applicable Factors and determine the "AA" Composite Commercial Paper Rate for each Auction Period other than the first Auction Period; provided, that if the ownership of the ARS is no longer maintained in book-entry form, or if a Payment Default has occurred, then the Trustee shall calculate the Applicable Factors and determine the "AA" Composite Commercial Paper Rate for each such Auction Period. The determination by the Trustee or the Auction Agent, as the case may be, of the Applicable Factors, "AA" Composite Commercial Paper Rate, Maximum Rate, Minimum Rate and Non-Payment Rate shall (in the absence of manifest error) be final and binding upon all Beneficial Owners and all other parties. If calculated or determined by the Auction Agent, the Auction Agent shall promptly advise the Trustee of the Applicable Factors, "AA" Composite Commercial Paper Rate, Maximum Rate and Minimum Rate. (b) If the Federal Reserve Bank of New York has not made available its 30-day commercial paper rate for purposes of determining the "AA" Composite Commercial Paper Rate, the Auction Agent, or the Trustee in the event the Trustee must determine the "AA" Composite Commercial Paper Rate, shall request that the Authority appoint by Officer's Certificate at least three commercial paper dealers to provide commercial paper quotes for purposes of determining the "AA" Composite Commercial Paper Rate; and if the Authority shall fail to make any such appointment within three Business Days following such request, the Auction Agent or Trustee, as the case may be, shall appoint such commercial paper dealers and notify the Authority of such appointment. Section 5. Notification of Rates, Amounts and Payment Dates. (a) Except as may be otherwise provided in the Auction Agent Agreement, so long as the ownership of ARS and IRS is maintained in book-entry form by the Securities Depository, the Trustee shall advise the Securities Depository of each Record Date and Auction Record Date for such AIRS at least 2 Business Days prior thereto and request, by 4:00 p.m. New York City time on the Business Day immediately preceding each Record Date and Auction Record Date, that the Securities Depository deliver to the Trustee a position listing showing, at the close of business on the applicable Record Date and Auction Record Date, the aggregate principal amounts of: Regular ARS, Regular IRS, Regular Fixed AIRS and Newly Fixed AIRS, respectively; on the Business Day following each such Record Date and Auction Record Date, the Trustee shall have obtained such a position listing from the Securities Depository. LAI-63221.5 A-15 (b) On the Business Day preceding each Interest Payment Date, the Trustee shall advise: (i) the Auction Agent, so long as no Payment Default has occurred and is continuing and the ownership of the ARS is maintained in book-entry form by the Securities Depository, of (1) such next Interest Payment Date and (2) the amount payable to the Auction Agent on the Interest Payment Date pursuant to Section 3(e) of this Appendix; and (ii) the Securities Depository, so long as the ownership of the ARS or the IRS is maintained in book-entry form by the Securities Depository, of the Weighted Average Applicable Factors and the amount of interest distributable in respect of each $1,000 in principal amount (taken to the nearest ten thousandth (.0001) of 1% without rounding) of the ARS and the IRS for any Interest Period or portion thereof, calculated in accordance with Sections 3(e) and 3(g) of this Appendix. If any day scheduled to be an Interest Payment Date shall be changed after the Trustee shall have given the notice referred to in clause (i) of the preceding sentence, the Trustee shall, not later than 9:15 a.m., New York City time, on the Business Day next preceding the earlier of the new Interest Payment Date or the old Interest Payment Date, by such means as the Trustee deems practicable, give notice of such change to the Auction Agent, so long as no Payment Default has occurred and is continuing and the ownership of the ARS is maintained in book-entry form by the Securities Depository. Section 6. Adiustment in Percentages. (a) The Market Agent shall adjust the percentage used in determining the Minimum Rate, the Applicable Percentages used in determining the Maximum Rate and the percentage of the Index used in calculating the Non-Payment Rate, if any such adjustment is necessary, in the judgment of the Market Agent, to reflect any Change of Tax Law such that an ARS bearing interest at the Maximum Rate, an ARS bearing interest at the Minimum Rate and an ARS bearing interest at the Non-Payment Rate, in each case shall have substantially the same market values after such Change of Tax Law as before such Change of Tax Law. In making any such adjustment, the Market Agent shall take the following factors, as in existence both before and after such Change of Tax Law, into account: (i) short-term taxable and tax-exempt market rates and indices of such short-term rates; (ii) the market supply and demand for short-term tax-exempt securities; (iii) yield curves for short-term and long-term tax-exempt securities or obligations having a credit rating that is comparable to the ARS and IRS; (iv) general economic conditions; and (v) economic and financial factors present in the securities industry that may affect, or that may be relevant to, the ARS and IRS. (b) The Market Agent shall communicate its determination to adjust the percentage used in determining the Minimum Rate, the Applicable Percentages used in LA1-63221.5 A-16 determining the Maximum Rate and the percentage of the Index used in calculating the Non-Payment Rate pursuant to subsection (a) above by means of a Notice of Proposed Percentage Change delivered in writing at least 10 days prior to the Auction Date on which the Market Agent desires to effect the change, to the Authority, the Trustee and the Auction Agent. Such notice shall be effective only if it is accompanied by the form of an Opinion of Bond Counsel to the effect that such adjustment is authorized by this Section and satisfies the requirements of the Indenture and this Appendix, is permitted under the Code and will not have an adverse effect on the exclusion of interest on any of the ARS and IRS from gross income for federal income tax purposes. (c) An adjustment in the percentages used to determine the Minimum Rate, the Maximum Rate and the Non-Payment Rate shall take effect on an Auction Date only if: (i) The Trustee and the Auction Agent receive, by 11:00 a.m., New York City time, on the Business Day immediately preceding such Auction Date, a Notice of Percentage Change from the Market Agent by telex, telecopy or similar means, (A) authorizing the adjustment of the percentage used to determine the Minimum Rate, the Applicable Percentages used to determine the Maximum Rate and the percentage of the Index used to determine the Non-Payment Rate which shall be specified in such authorization, and (B) confirming that Bond Counsel expects to be able to give an opinion on or prior to such Auction Date to the effect that the adjustment in the percentage used to determine the Minimum Rate, the Applicable Percentages used to determine the Maximum Rate and the percentage of the Index used to determine the Non-Payment Rate is authorized by the Indenture and this Appendix, is permitted under the Code and will not have an adverse effect on the exclusion of interest on the ARS and IRS from gross income for federal income tax purposes; and (ii) the Trustee and the Auction Agent receive by 9:30 a.m., New York City time, on such Auction Date, an opinion of Bond Counsel to the effect that the adjustment in the percentage used to determine the Minimum Rate, the Applicable Percentages used to determine the Maximum Rate and the percentage of the Index used to determine the Non-Payment Rate is authorized by the Indenture and this Appendix, are permitted under the Code, and will not have an adverse effect on the exclusion of interest on the ARS and IRS from gross income for Federal income tax purposes. If any of the conditions referred to in (i) above are not met, the existing percentage used to determine the Minimum Rate, the Applicable Percentages used to determine the Maximum Rate and the percentage of the Index used to determine the Non-Payment Rate shall remain in effect and the rate of interest on ARS for the next succeeding Auction Period, except as provided in Section 3(c) of this Appendix, shall be determined in accordance with the Auction Procedures. If any of the conditions referred to in (ii) above are not met, the existing percentage used in determining the Minimum Rate, the percentage of the Index used in determining the Non-Payment Rate and the Applicable LA1-63221.5 A-17 Percentages used in determining the Maximum Rate shall remain in effect and the rate of interest for the next succeeding Auction Period shall equal the sum of the Maximum Rate on the Auction Date and the Service Charge Rate. Section 7. Selection of ARS and IRS for Redemption. So long as the ownership of the ARS and the IRS is maintained in book-entry form by the Securities Depository, the ARS and IRS to be redeemed in part on any redemption date shall be selected in the following manner: (1) an amount equal to the Fixed Percentage of the aggregate principal amount of the ARS and of the IRS of each maturity to be redeemed on such redemption date shall be selected from the Regular Fixed AIRS and Newly Fixed AIRS (on a pro rata basis in accordance with the relative principal amounts thereof), (2) the remaining amount of IRS to be redeemed shall be selected from Regular IRS and (3) the remaining amount of the ARS to be redeemed shall be selected from Regular ARS; provided, however, that if any principal amount selected in such manner is not equal to an Authorized Denomination, the Trustee shall, in such manner as, in its sole discretion, it shall determine, round up or down the principal amounts so determined. The Trustee shall give the Securities Depository and the Auction Agent at least two Business Days' notice of the record date selected by it for the purpose of a redemption (each a "Redemption Record Date"), which shall comply with the requirements of Section 2.03 of the Indenture, and obtain from the Securities Depository a position listing showing at the close of business as of such Redemption Record Date the aggregate principal amount of Regular ARS, Regular IRS, Regular Fixed AIRS and Newly Fixed AIRS, respectively. On the basis of such position listing, the Trustee shall calculate the Fixed Percentage as of the Redemption Record Date and determine therefrom the principal amounts to be redeemed and the redemption prices per $1.,000 (plus interest accrued and unpaid to the redemption date) of Regular ARS, Regular IRS, Regular Fixed AIRS and Newly Fixed AIRS, respectively. If the ownership of the ARS and the IRS is no longer maintained in book-entry form by the Securities Depository, the ARS and the IRS to be redeemed will be selected by the Trustee by lot; provided, however, that the principal amount of the portion of any ARS or IRS to be redeemed shall be in an Authorized Denomination. Section 8. Fixing and Separating ARS and IRS. (a) Fixing ARS and IRS. So long as ownership of the ARS and IRS is maintained in book-entry form by the Securities Depository, if, on any Business Day, other than during a Closed Period, the Auction Agent shall receive a Request to Fix from a Broker-Dealer on behalf of a Beneficial Owner in accordance with Section 2.7(a) of the Broker-Dealer Agreement, which requests that specified equal principal amounts of Regular ARS and Regular IRS, which in each case shall have the same maturity date, be Fixed in the account of the Participant of such Beneficial Owner at the Securities Depository designated in such request, then the Auction Agent shall promptly deliver appropriate instructions to the Securities Depository to debit such aggregate principal amount of LA1-63221.5 A-18 Regular ARS and Regular IRS, which in either case shall have the same maturity date, from, and credit an equal aggregate principal amount of Newly Fixed AIRS, in the case of Regular ARS and Regular IRS Fixed prior to an Interest Payment Date or Regular Fixed AIRS, in the case of Regular ARS and Regular IRS Fixed on an Interest Payment Date, to the account of such Participant at the Securities Depository. Any such Newly Fixed AIRS or Regular Fixed AIRS, as the case may be, shall have the same maturity date as the ARS and IRS relating to such Request to Fix. If the Auction Agent shall have received the completed Request to Fix referred to above on or prior to 12:00 noon, New York City time, on any Business Day, then the Auction Agent shall deliver such instructions to the Securities Depository not later than the close of business on the next Business Day. ARS and IRS which have been Fixed as provided herein may not be transferred separately. (b) Separating ARS and IRS. So long as ownership of the ARS and IRS is maintained in book-entry form by the Securities Depository, if, on any Business Day during a seven-day period immediately prior to a Record Date, other than during a Closed Period, the Auction Agent shall receive a Request to Separate from a Broker-Dealer on behalf of a Beneficial Owner in accordance with Section 2.7 of the Broker-Dealer Agreement, which requests that a principal amount of ARS and IRS in the account of the Participant of such Beneficial Owner at the Securities Depository designated in such request that are Fixed to be Separated, thereby allowing them to be traded separately, then the Auction Agent shall promptly deliver appropriate instructions to the Securities Depository to debit such principal amount of Regular Fixed AIRS or Newly Fixed AIRS, as the case may be, from, and credit an equal aggregate principal amount of Regular ARS and Regular IRS to the account of such Participant at the Securities Depository on the following Interest Payment Date. Notwithstanding the foregoing, if an Interest Payment Date falls within a Closed Period, such separation shall be effective on the next succeeding Auction Period Accrual Date. Any such Regular ARS and Regular IRS shall have the same maturity date as the Regular Fixed AIRS or Newly Fixed AIRS, as the case may be. If the Auction Agent shall have received the completed Request to Separate referred to above on or prior to 12:00 noon, New York City time, on any Business Day that is within the seven-day period immediately prior to a Record Date, then the Auction Agent shall deliver such instructions to the Securities Depository on the next succeeding Business Day. ARS and IRS which have been Separated as provided herein may be transferred separately. (c) Conversion of Newly Fixed AIRS. At least two Business Days prior to each Interest Payment Date, the Auction Agent shall send a Notice of Conversion to the Securities Depository. The Auction Agent shall make available to the Securities Depository such other information as the Securities Depository may require in order to cause all Newly Fixed AIRS to become Regular Fixed AIRS on the next succeeding Interest Payment Date. LA1-63221.5 A-19 (d) Conflicts with Letter of Representations. Notwithstanding anything herein to the contrary, while DTC is the Securities Depository, in the event of any conflict between the provisions of subsections (a) or (b) hereof and of any agreement with DTC, the provisions of such agreement with DTC shall govern. Section 9. Tender of ARS. (a) Mandatory Tender of ARS. Any Beneficial Owner of IRS may, at any time and from time to time, notify a Broker-Dealer that such Beneficial Owner intends to submit a Bid for a specified principal amount of ARS (having the same maturity date as such IRS) on the next succeeding Auction Date in order to cause such ARS to be Fixed with all or a portion of such IRS, and that if such Bid is unsuccessful, in whole or in part, such Beneficial Owner requires that ARS (which are not Fixed) in an aggregate principal amount equal to the unsuccessful portion of such Bid be tendered to such Beneficial Owner for purchase on the seventh Business Day prior to the next succeeding Auction Date following the Auction in which such Bid proved unsuccessful (a "Tender Date"). Such ARS shall be tendered for purchase at a price equal to the principal amount thereof, plus accrued but unpaid interest to the Tender Date less an amount equal to the Service Charge, if any, applicable to any such ARS multiplied by a fraction, the numerator of which is the number of days from and including the immediately preceding Interest Payment Date to but not including the Tender Date and the denominator of which is 180 (the "Tender Price"). Any such purchase shall be effected by book entry transfer of such ARS to the account of the Participant of such Beneficial Owner identified in such notice. (b) Tender Demand. If any such Bid is unsuccessful, in whole or in part, such Broker-Dealer shall give the Trustee and the Auction Agent written notice (a "Tender Demand") stating that a Beneficial Owner of IRS is the Beneficial Owner of a specified principal amount of IRS of a specified maturity and that such Beneficial Owner wishes to purchase an equal principal amount of ARS (having the same maturity date as such IRS) on a specified Tender Date to be Fixed with such IRS. Such notice shall be given to the Trustee and the Auction Agent not later than the Business Day following the Auction in which csuch Bid proved unsuccessful. The Auction Agent shall, not later than the next Business Day, deliver such Tender Demand to the Securities Depository. (c) Tender Notice. On the second Business Day following the day of the Securities Depository's receipt of a Tender Demand, the Securities Depository shall select, by lot in such manner as it shall determine from a position listing of the aggregate stated amounts of Regular ARS as of the close of business on the date of such Tender Demand, the Regular ARS to be tendered. Such Regular ARS shall have the same maturity date as the maturity date of the IRS held by the Beneficial Owner relating to the Tender Demand. The Securities Depository shall give the Participant for the Regular ARS so selected and the Auction Agent written notice (a "Tender Notice") thereof. Such Tender Notice shall specify the Tender Date set forth in such Tender Demand, the amount of Regular ARS to be tendered by such Participant on the Tender Date and the Tender Price thereof. Each LA1-63221.5 A_20 Tender Notice shall be mailed to such Participant and the Auction Agent by first-class mail, postage prepaid no later than the second Business Day following the Securities Depository's receipt of such Tender'Demand. On receipt of the Tender Notice, the Auction Agent may contact such Participant to request such Participant to disclose to the Auction Agent the names of the Beneficial Owners of the Regular ARS so specified in the Tender Notice. The giving of a Tender Notice with respect to Regular ARS shall supersede any Order (as defined in the Auction Agent Agreement) given by the Existing Holder of such ARS with respect to such ARS for the Auction occurring on the Auction Date following the Tender Date specified in the Tender Notice. (d) Tender and Purchase. The ARS specified in a Tender Notice are subject to mandatory tender on the Tender Date specified therein against payment of the Tender Price specified therein. On such Tender Date the Beneficial Owner of IRS who caused the Tender Demand to be submitted shall forward such Tender Price to such Beneficial Owner's Broker-Dealer and such Broker-Dealer shall forward such Tender Price in immediately available funds by 2:00 p.m., New York City time to the Broker-Dealer for the Beneficial Owner of such tendered ARS. The Securities Depository shall deliver such ARS against payment therefor by the Broker-Dealer by book-entry transfer on the Tender Date to the account of the Broker-Dealer without any action on the part of or on behalf of the Beneficial Owners of the ARS. Upon receipt of such ARS on the Tender Date, the Broker-Dealer shall deliver such ARS against payment therefor by book-entry transfer to the account of the Participant specified by the Beneficial Owner of IRS if not such Broker-Dealer. Such Beneficial Owner of IRS and the Broker-Dealer who submitted the Tender Demand shall thereupon take all actions required to have such IRS and the Regular ARS so purchased Fixed pursuant to Section 8 of this Appendix prior to the next succeeding Closed Period. (e) Failure by the Beneficial Owner of IRS to Pay Tender Price. In the event any Beneficial Owner of IRS who has submitted a Tender Demand fails to provide the Tender Price for the purchase of the principal amount of ARS specified therein on the Tender Date therefor, the purchase of such ARS shall not take place on such Tender Date, and in such event such principal amount of ARS shall be deemed to be subject to a Submitted Sell Order (as defined in the Auction Agent Agreement) for purposes of the next succeeding Auction. The foregoing sentence shall not, however, be deemed to limit the obligations of a Beneficial Owner of IRS to pay the Tender Price specified in any Tender Demand given by or on behalf of such Beneficial Owner, or to reimburse any Participant or other person on account of the payment of such Tender Price. Each Beneficial Owner of ARS shall be required, if such Beneficial Owner receives any payment in connection with any tender transaction to which it is not entitled (as a result of failure of a Beneficial Owner of IRS to provide the Tender Price or otherwise), to take such actions (including return of funds and repayment of interest to any party who provided funds to such Beneficial Owner which such party was not obligated to provide) so that all interested parties (including any Broker-Dealer) are restored to the positions which would LAI-63221.5 A_21 have resulted if the tender transaction were effected, or not effected, as the case may be, in accordance with the provisions of this Section. Section 10. Market Agent. (a) The Trustee, as agent for the Beneficial Owners of the ARS and the IRS, is hereby directed to appoint the Initial Market Agent and to enter into the Market Agent Agreement with such Initial Market Agent. The Market Agent shall serve as such under the terms and provisions hereof and of the Market Agent Agreement. The Market Agent shall be a member of the National Association of Securities Dealers, Inc. having capitalization of at least $25,000,000, and be authorized by law to perform all the duties imposed upon it by the Indenture and this Appendix and the Market Agent Agreement. The Market Agent may be removed by the Trustee at any time upon and pursuant to the written direction of the Beneficial Owners of 66-2/3% of the aggregate principal amount of the ARS and the IRS then outstanding, provided that such removal shall not take effect until the appointment by the Beneficial Owners or the Trustee of a Substitute Market Agent. The Market Agent may resign upon 30 days' written notice delivered to the Trustee, provided that such resignation shall not take effect until the appointment by the Beneficial Owners or the Trustee of a Substitute Market Agent. If the Trustee is unable to appoint a Substitute Market Agent within 30 days following receipt of such written notice of resignation, the Market Agent may petition the appropriate court having jurisdiction to appoint a Substitute Market Agent. (b) The Market Agent may be removed at any time, at the request of the Authority, for any breach of its obligations hereunder or under the Market Agent Agreement. Section 11. Auction Agent. (a) The Trustee, as agent for the Beneficial Owners of the IRS and the ARS, is hereby directed to enter into the Initial Auction Agent Agreement with Bank of New York, as the Initial Auction Agent. Any Substitute Auction Agent shall be a Participant and (i) a bank or trust company duly organized under the laws of the United States of America or any state or territory thereof having its principal place of business in the Borough of Manhattan, New York, or such other location as approved by the Trustee and the Market Agent in writing and having a combined capital stock or surplus of at least $15,000,000, or (ii) a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $15,000,000, and, in either case, authorized by law to perform all the duties imposed upon it hereunder and under the Auction Agent Agreement. The Auction Agent may at any time resign and be discharged of the duties and obligations created by the Indenture and this Appendix by giving at least 90 days' notice to the Trustee, the Authority and the Market Agent. The Auction Agent may be removed at any time by the Trustee, upon the written direction of (i) the Authority or (ii) the Beneficial Owners of LA1-63221.$ A-22 66-2/3% of the aggregate principal amount of the ARS and the IRS then outstanding, by an instrument signed by such Beneficial Owners or their attorneys and filed with the Auction Agent, the Trustee and the Market Agent upon at least 30 days' notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Market Agent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 30 days after notifying the Trustee, the Authority and the Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment. The Trustee shall not be liable for any action taken, suffered or omitted by the Auction Agent. (b) If the Auction Agent shall resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, the Trustee shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Trustee in connection with Auctions, In the absence of bad faith, negligent failure to act or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted or any error of judgement made by it in the performance of its duties under the Auction Agent Agreement and shall not be liable for any error of judgement made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) In the event of a change in the rate at which the Auction Agent Fee accrues pursuant to Section 6.4 of the Auction Agent Agreement, the Auction Agent shall mail, first-class postage prepaid, a Notice of Fee Rate Change to the Existing Holders and the Trustee shall mail a Notice of Fee Rate Change to the Beneficial Owners, in each case within two Business Days of such change. (e) The Auction Agent may be removed at any time, at the request of the Authority for any breach of its obligations hereunder or under the Auction Agent Agreement. Section 12. Broker-Dealers. (a) The Auction Agent will enter into a Broker-Dealer Agreement with Smith Barney Shearson Inc., as the Initial Broker-Dealer. The Authority may, from time to time, approve one or more additional persons (who must be Participants) to serve as Broker-Dealers under Broker-Dealer Agreements and shall be responsible for providing such Broker-Dealer Agreements to the Trustee and the Auction Agent. LAI-63221.5 - A-23 (b) In the event of a change in the rate at which the Broker-Dealer Fee accrues pursuant to Section 6.5 of the Auction Agent Agreement, the Trustee shall mail, first-class postage prepaid, a Notice of Fee Rate Change to all Beneficial Owners of ARS and IRS within two Business Days of such change. (c) Any Broker-Dealer may be removed at any time, at the request of the Authority for any breach of its obligations hereunder or under a Broker-Dealer Agreement. Section 13. Provisions Relating to Auctions. The Authority shall not be responsible for any failure of a Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Holder or Potential Holder, nor shall the Authority be responsible for failure by any Securities Depository to effect any transfer or to provide the Auction Agent with current information regarding registration of transfers. The Authority shall have no liability in the event that there are not Sufficient Clearing bids from time to time pursuant to the Auction Procedures. The Authority may not submit an Order in any Auction, or purchase, call for redemption or otherwise acquire ARS or IRS unless it purchases, calls for redemption or otherwise acquires (i) Regular Fixed AIRS or Newly Fixed AIRS or (ii) an equal aggregate principal amount of ARS and IRS on the day of any purchase, redemption or other acquisition. Section 14. Amendments. With the consent of the Bond Insurer, the provisions of this Appendix, including, without limitation, the mandatory tender provisions and the definitions contained herein including, without limitation, the definitions of "AA" Composite Commercial Rate, Applicable ARS Rate, Applicable IRS Rate, Applicable Percentage, Minimum Rate, Maximum Rate and Non-Payment Rate, may be amended by the Authority, (i) upon obtaining an opinion of counsel that the same does not materially adversely affect the rights of the Beneficial Owners of the ARS or IRS, or (ii) by obtaining the consent of the Beneficial Owners of all ARS and IRS or, in the event all of the ARS and IRS are Fixed, by obtaining the consent of the Beneficial Owners of all Newly Fixed AIRS and Regular Fixed AIRS. In the second event, the Trustee shall mail notice of such amendment to the Beneficial Owners of the ARS, and if, on the first Auction Date occurring at least 30 days after the date on which the Trustee mailed such notice, Sufficient Clearing Bids (as defined in the Auction Agent Agreement) have been received or all of the ARS are subject to Submitted Hold Orders (as defined in the Auction Agent Agreement), the proposed amendment shall be deemed to have been consented to by the Beneficial Owners of all ARS. As an additional condition precedent to any such amendment pursuant to the provisions of this Section, there shall be delivered to the Authority and the Trustee an opinion of counsel to the effect that such amendment will not adversely affect the validity of the ARS or IRS or the exclusion of interest on any of the 1994 Bonds from gross income for federal income tax purposes. Written notice of each such amendment shall be delivered by the Authority to the Trustee, the Auction Agent and each Broker-Dealer. LAI-63221.5 A-24 Section 15. Agreement of Holders. By purchasing ARS which are not Fixed, whether in an Auction or otherwise, each prospective purchaser of ARS or its Broker-Dealer will be deemed to have agreed to the provisions for the replacement of the Auction Agent and Market Agent, and determination of the Auction Agent Fee and Broker- Dealer Fee, as provided in the Indenture including this Appendix, and relevant agreements among the Authority, the Trustee, the Auction Agent, the Market Agent and the Broker- Dealers, as appropriate. LA1-63221.5 A-25 Appendix A Exhibit A NOTICE OF PAYMENT DEFAULT Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A Auction Rate Securities Inverse Rate Securities NOTICE IS HEREBY GIVEN that a Payment Default has occurred and is continuing with respect to the Bonds identified above. The next Auction for the ARS will not be held. The rate of interest on the ARS for the next succeeding Interest Period shall be the Non-Payment Rate. Dated: MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By Authorized Officer LA1-63221.5 A-A-1 Appendix A Exhibit B NOTICE OF CURE OF PAYMENT DEFAULT Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A Auction Rate Securities Inverse Rate Securities NOTICE IS HEREBY GIVEN that the Payment Default with respect to the Bonds identified above has been waived or cured. The next Interest Payment Date is and the next scheduled Auction Date is Dated: MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By Authorized Officer LA1-6322L5 A_B_1 EXHIBIT A-i (FORM OF FIXED RATE BOND) No. $ Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Authority or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN SANTA ANA FINANCING AUTHORITY POLICE ADMINISTRATION AND HOLDING FACILITY LEASE REVENUE BONDS, SERIES 1994A INTEREST RATE MATURITY DATE DATED DATE CUSIP NUMBER March 1, 1994 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The SANTA ANA FINANCING AUTHORITY, a joint powers authority, duly created and lawfully existing under the Constitution and laws of the State of California (the "Authority"), for value received, hereby promises to pay (but only out of the Revenues hereinafter referred to) to the registered owner specified above or registered assigns on the maturity date specified above (subject to any right of prior redemption provided for) the principal sum specified above, together with interest thereon from the interest payment date next preceding the date of authentication hereof (unless such date of authentication is during the period commencing after the fifteenth day of the month preceding an interest payment LA1-63221.5 A_1.1 date (the "Record Date") through and including the next succeeding interest payment date, in which event this Bond shall bear interest from such interest payment date, or unless such date of authentication is on or prior to the first Record Date, in which event it shall bear interest from March 1, 1994) until the principal hereof shall have been paid at the interest rate per annum specified above, payable on January 1, 1995, and semiannually thereafter on January 1 and July 1 in each year; provided, however, that if on the date of authentication of this Bond, interest is then in default on this Bond, such Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment. The principal of this Bond shall be payable in lawful money of the United States of America at the corporate trust office of Meridian Trust Company of California, as trustee (the "Trustee") in Los Angeles, California, upon presentation and surrender of this Bond. Payment of interest on this Bond due on or before the maturity or prior redemption, thereof shall be made to the person in whose name such Bond is registered, as of the Record Date preceding the applicable interest payment date, on the registration books kept by the Trustee at its corporate trust office, in Los Angeles, California, such interest to be paid by check mailed by first class mail on such interest payment date to the registered owner at his address as it appears on such books. Interest on this Bond shall be payable in lawful money of the United States of America and shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. This Bond is one of a duly authorized issue of bonds of the Authority designated as its "Santa Ana Financing Authority Police Facility Lease Revenue Bonds, Series 1994A" (the "Bonds"), in the aggregate principal amount of One Hundred Seven Million Three Hundred Ninety-Nine Thousand Four Hundred Thirty-Eight Dollars and Fifty Cents ($107,399,438.50), of which $84,730,000 aggregate principal amount shall be issued as Current Interest Bonds, $1,469,438.50 aggregate principal amount shall be issued as Capital Appreciation Bonds, $10,600,000 aggregate principal amount shall be issued as Auction Rate Securities ("ARS") and $10,600,000 aggregate principal amount shall be issued as Inverse Rate Securities ("IRS"), all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of an indenture, dated as of March 1, 1994 (the "Indenture"), between the Authority and the Trustee (copies of which are on file at the office of the Secretary of the Authority and at the Corporate Trust Office of the Trustee). The Bonds are issued to provide funds to finance the cost of acquiring, constructing and installing certain public capital improvements (the "Project") in the City of Santa Ana (the "City"). The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from the revenues derived from base rental payments paid by the City pursuant to a lease, dated as of March 1, 1994 (the "Lease"), between the Authority, as lessor, and the City, as lessee, for the use and LA1-63221.5 A-1-2 possession of the Leased Property (as defined in the Lease) as long as the City has such use and possession of the Leased Property, which includes the Project, as well as from all other benefits, charges, income, proceeds, profits, receipts, rents and revenues derived by the Authority, as assignee of the Agency's rights under the Lease, from operation or use of the Leased Property (the "Revenues"). All the Bonds are equally and ratably secured in accordance with the terms and conditions of the Indenture by a pledge of the Revenues, which Revenues shall be held in trust for the security and payment of the interest on, principal of and redemption premiums, if any, on the Bonds as provided in the Indenture. The Bonds shall be limited obligations of the Authority and shall be payable solely from the Revenues and amounts on deposit in the funds and accounts established under the Indenture (other than amounts on deposit in the Rebate Fund). The Bonds do not constitute a debt or liability of the City, the State of California, or any of its political subdivisions, and neither the faith and credit of the City, the State of California, nor any of its political subdivisions are pledged to the payment of the principal of or interest on the Bonds. Reference is hereby made to the Indenture and any and all amendments thereof and supplements thereto for a description of the terms under which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues, and the rights of the registered owners of the Bonds. All of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the registered owner of this Bond, to all the provisions of which the registered owner of this Bond, by acceptance hereof, agrees and consents. Each registered owner hereof shall have recourse to all of the provisions of the Indenture and shall be bound by all of the terms and conditions thereof. The Authority has agreed and covenanted that, for the payment of the interest on, the principal of and redemption premium, if any, on this Bond and all other Bonds of this issue authorized by the Indenture when due, there has been created and will be maintained by the Trustee a special fund into which all Revenues (other than deposits to the Rebate Fund created by the Indenture) shall be deposited, and the Authority has allocated such Revenues solely to the payment of the interest on and principal of and redemption premiums, if any, on the Bonds, and the Authority will pay promptly when due the interest on and the principal of and redemption premium, if any, on this Bonds and all other Bonds of this issue authorized by the Indenture out of said special fund, all in accordance with the terms and provisions set forth in the Indenture. The Bonds maturing on or after July 1 in the years 2005 through and including 2009 shall be subject to redemption, at the option of the Authority, on or after July 1, 2004 in whole at any time or in part (by lot within any maturity), on any interest payment date, at the following redemption prices, plus accrued interest to the date fixed for redemption: LA1-63221.5 A-1-3 Redemption Price Redemption Period (percentage of (dates inclusive) principal amount) July 1, 2004 to June 30, 2005 102% July 1, 2005 to June 30, 2006 101% July 1, 2006 and thereafter 100% The Bonds are also subject to redemption prior to their respective maturity dates, in authorized denominations, on any date, as a whole or in part, from net insurance proceeds or condemnation awards, upon the terms and conditions of, and as provided in, the Indenture, at the principal amount thereof together with accrued interest to the date of redemption. If less than all the outstanding Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the Bonds of such maturity date to be redeemed in any manner that it deems appropriate and fair. As provided in the Indenture, notice of redemption of this Bond shall be given by first class mail not less than thirty (30) days nor more than sixty (60) days before the redemption date to the registered owner hereof. If notice of redemption has been duly given and money for the payment of the redemption price is held by the Trustee, then on the redemption date designated in such notice, this Bond shall become due and payable, and from and after the date so designated, interest on this Bond shall cease to accrue and the registered owner of this Bond shall have no rights with respect hereto except to receive payment of the redemption price hereof. If an Event of Default, as defined in the Indenture, shall occur, the principal of all outstanding Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture; except that the Indenture provides that in certain events such declaration and its consequences may be rescinded by the registered owners of at least a majority in aggregate principal amount of the Bonds then outstanding. This Bond is transferable only on the books required to be kept for that purpose at the office of the Trustee by the registered owner hereof in person or by his duly authorized attorney upon payment of the charges provided in the Indenture and upon surrender of this Bond together with a written instrument of transfer in a form approved by the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount will be issued to the transferee in exchange therefor. The Trustee shall not be required to register the transfer of or exchange any Bond (1) during the period commencing on the day five (5) business days before the date on which Bonds are to be selected for redemption and LA1-63221.E A-1-4 ending on such date of selection, or (2) which has been selected for redemption in whole or in part. The Authority and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and principal hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of this Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid. The rights and obligations of the Authority and of the registered owners of the Bonds may be amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such amendment shall (1) extend the maturity of this Bond or reduce the interest rate hereon or otherwise alter or impair the obligation of the Authority to pay the interest hereon or principal hereof at the time and place and at the rate and in the currency provided herein without the express written consent of the registered owner of this Bond, or (2) permit the creation by the Authority of any pledge of the Revenues superior to or on a parity with the pledge created by the Indenture for the benefit of the Bonds, (3) increase the aggregate amount of Bonds issued under the Indenture above the value of the Leased Property or (4) modify any rights or obligations of the Trustee without its prior written assent thereto, all as more fully set forth in the Indenture. If the Authority shall pay or cause to be paid or there shall otherwise be paid to the registered owners of all outstanding Bonds the interest thereon, the principal thereof and the redemption premiums, if any, thereon at the times and in the manner stipulated herein and in the Indenture, then the registered owners of such Bonds shall cease to be entitled to the pledge of the Revenues as provided in the Indenture, and all agreements, covenants and other obligations of the Authority to the registered owners of such Bonds under the Indenture shall thereupon cease, terminate and become void and be discharged and satisfied. This Bond shall not be entitled to any benefit, protection or security under the Indenture or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been manually executed and dated by the Trustee. It is hereby certified that all acts and proceedings required by law necessary to make this Bond, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligation of the Authority have been done and taken, and have been in all respects duly authorized. LA1-63221.5 A-1-5 IN WITNESS WHEREOF, the Santa Ana Financing Authority has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Chairman and attested to by the manual or facsimile signature of its Secretary, and has caused this Bond to be dated as of the day and year first above written. SANTA ANA FINANCING AUTHORITY By Chairman Attest: Secretary CERTIFICATE OF AUTHENTICATION AND REGIS''RATION This is one of the Bonds described in the within mentioned Indenture which has been authenticated and registered on MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By Authorized Signatory A-1-7 [FORM OF ASSIGNMENT TO APPEAR ON BONDS] For value received the undersigned hereby sells, assigns and transfers unto _ , whose tax identification number is , the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTE: The signature to this Assignment must correspond with the name as written upon the face of the bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: NOTICE: The signature must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. A-1-8 EXHIBIT A-2 (FORM OF CAPITAL APPRECIATION BOND) No. $ Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Authority or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN SANTA ANA FINANCING AUTHORITY POLICE ADMINISTRATION AND HOLDING FACILITY LEASE REVENUE BONDS, SERIES 1994A INTEREST RATE MATURITY DATE DATED DATE CUSIP NUMBER March 23, 1994 REGISTERED OWNER: CEDE & CO. INITIAL PRINCIPAL AMOUNT: DOLLARS AMOUNT PAYABLE AT MATURITY: DOLLARS The SANTA ANA FINANCING AUTHORITY, a joint powers authority, duly created and lawfully existing under the Constitution and laws of the State of California (the "Authority"), for value received, hereby promises to pay (but only out of the Revenues hereinafter referred to) to the registered owner specified above or registered assigns on the maturity date specified above (subject to any right of prior redemption provided for) the amount payable at maturity as specified above, together with interest thereon from the interest payment date next preceding the date of authentication hereof (unless such date of A-2-1 authentication is during the period commencing after the fifteenth day of the month preceding an interest payment date (the "Record Date") through and including the next succeeding interest payment date, in which event this Bond shall bear interest from such interest payment date, or unless such date of authentication is on or prior to the first Record Date, in which event it shall bear interest from March 1, 1994) until the principal hereof shall have been paid at the interest rate per annum specified above, payable on January 1, 1995, and semiannually thereafter on January 1 and July 1 in each year; provided, however, that if on the date of authentication of this Bond, interest is then in default on this Bond, such Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment. The principal of this Bond shall be payable in lawful money of the United States of America at the corporate trust office of Meridian Trust Company of California, as trustee (the "Trustee") in Los Angeles, California, upon presentation and surrender of this Bond. Payment of interest on this Bond due on or before the maturity or prior redemption, thereof shall be made to the person in whose name such Bond is registered, as of the Record Date preceding the applicable interest payment date, on the registration books kept by the Trustee at its corporate trust office, in Los Angeles, California, such interest to be paid by check mailed by first class mall on such interest payment date to the registered owner at his address as it appears on such books. Interest on this Bond shall be payable in lawful money of the United States of America and shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. This Bond is one of a duly authorized issue of bonds of the Authority designated as its "Santa Ana Financing Authority Police Facility Lease Revenue Bonds, Series 1994A" (the "Bonds"), in the aggregate principal amount of One Hundred Seven Million Three Hundred Ninety-Nine Thousand Four Hundred Thirty-Eight Dollars and Fifty Cents ($107,399,438.50), of which $84,730,000 aggregate principal amount shall be issued as Current Interest Bonds, $1,469,438.50 aggregate principal amount shall be issued as Capital Appreciation Bonds, $10,600,000 aggregate principal amount shall be issued as Auction Rate Securities ("ARS") and $10,600,000 aggregate principal amount shall be issued as Inverse Rate Securities ("IRS"), all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of an indenture, dated as of March 1, 1994 (the "Indenture"), between the Authority and the Trustee (copies of which are on file at the office of the Secretary of the Authority and at the Corporate Trust Office of the Trustee). The Bonds are issued to provide funds to fmance the cost of acquiring, constructing and installing certain public capital improvements (the "Project") in the City of Santa Ma (the "City"). The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from the revenues derived from base rental payments paid by the City pursuant to a lease, dated as of March 1, 1994 (the A-2-2 "Lease"), between the Authority, as lessor, and the City, as lessee, for the use and possession of the Leased Property (as defined in the Lease) as long as the City has such use and possession of the Leased Property, which includes the Project, as well as from all other benefits, charges, income, proceeds, profits, receipts, rents and revenues derived by the Authority, as assignee of the Agency's rights under the Lease, from operation or use of the Leased Property (the "Revenues"). All the Bonds are equally and ratably secured in accordance with the terms and conditions of the Indenture by a pledge of the Revenues, which Revenues shall be held in trust for the security and payment of the interest on, principal of and redemption premiums, if any, on the Bonds as provided in the Indenture. The Bonds shall be limited obligations of the Authority and shall be payable solely from the Revenues and amounts on deposit in the funds and accounts established under the Indenture (other than amounts on deposit in the Rebate Fund). The Bonds do not constitute a debt or liability of the City, the State of California, or any of its political subdivisions, and neither the faith and credit of the City, the State of California, nor any of its political subdivisions are pledged to the payment of the principal of or interest on the Bonds. Reference is hereby made to the Indenture and any and all amendments thereof and supplements thereto for a description of the terms under which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues, and the rights of the registered owners of the Bonds. All of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the registered. owner of this Bond, to all the provisions of which the registered owner of this Bond, by acceptance hereof, agrees and consents. Each registered owner hereof shall have recourse to all of the provisions of the Indenture and shall be bound by all of the terms and conditions thereof. The Authority has agreed and covenanted that, for the payment of the interest on, the principal of and redemption premium, if any, on this Bond and all other Bonds of this issue authorized by the Indenture when due, there has been created and will be maintained by the Trustee a special fund into which all Revenues (other than deposits to the Rebate Fund created by the Indenture) shall be deposited, and the Authority has allocated such Revenues solely to the payment of the interest on and principal of and redemption premiums, if any, on the Bonds, and the Authority will pay promptly when due the interest on and the principal of and redemption premium, if any, on this Bonds and all other Bonds of this issue authorized by the Indenture out of said special fund, all in accordance with the terms and provisions set forth in the Indenture. As provided in the Indenture, the Bonds which are the Capital Appreciation Bonds shall not be subject to redemption before their respective stated maturities. If an Event of Default, as defined in the Indenture, shall occur, the principal of all outstanding Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture; except that the Indenture provides A-2-3 that in certain events such declaration and its consequences may be rescinded by the registered owners of at least a majority in aggregate principal amount of the Bonds then outstanding. The Bonds are issuable only in the form of fully registered Bonds in the denomination of $5,000 of Accreted Value at maturity or any integral multiple thereof (not exceeding the Accreted Value of Bonds maturing at any one time). The owner of any Bond or Bonds may surrender the same at the above-mentioned office of the Trustee in exchange for an equal aggregate principal amount of fully registered Bonds of any other authorized denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. This Bond is transferable only on the books required to be kept for that purpose at the office of the Trustee by the registered owner hereof in person or by his duly authorized attorney upon payment of the charges provided in the Indenture and upon surrender of this Bond together with a written instrument of transfer in a form approved by the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount will be issued to the transferee in exchange therefor. The Authority and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and principal hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of this Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid. The rights and obligations of the Authority and of the registered owners of the Bonds may be amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such amendment shall (1) extend the maturity of this Bond or reduce the interest rate hereon or otherwise alter or impair the obligation of the Authority to pay the interest hereon or principal hereof at the time and place and at the rate and in the currency provided herein without the express written consent of the registered owner of this Bond, or (2) permit the creation by the Authority of any pledge of the Revenues superior to or on a parity with the pledge created by the Indenture for the benefit of the Bonds, (3) increase the aggregate amount of Bonds issued under the Indenture above the value of the Ieased Property or (4) modify any rights or obligations of the Trustee without its prior written assent thereto, all as more fully set forth in the Indenture. This Bond shall not be entitled to any benefit, protection or security under the Indenture or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been manually executed and dated by the Trustee. A-2-4 It is hereby certified that all acts and proceedings required by law necessary to make this Bond, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligation of the Authority have been done and taken, and have been in all respects duly authorized. A-2-5 IN WITNESS WHEREOF, the Santa Ana Financing Authority has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Chairman and attested to by the manual or facsimile signature of its Secretary, and has caused this Bond to be dated as of the day and year first above written. SANTA ANA FINANCING AUTHORITY By Chairman Attest: Secretary CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the within mentioned Indenture which has been authenticated and registered on MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By Authorized Signatory A-2-7 [FORM OF ASSIGNMENT TO APPEAR ON BONDS] For value received the undersigned hereby sells, assigns and transfers unto _ , whose tax identification number is , the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTE: The signature to this Assignment must correspond with the name as written upon the face of the bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: NOTICE: The signature must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. A-2-8 EXHIBIT A-3 (FORM OF ARS BOND) NUMBER R-ARS_-1 $ Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Authority or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN SANTA ANA FINANCING AUTHORITY POLICE ADMINISTRATION AND HOLDING FACILITY LEASE REVENUE BONDS, SERIES 1994A AUCTION RATE SECURITY INTEREST RATE MATURITY DATE DATED DATE CUSIP NUMBER Variable July 1, 2014 March 23, 1994 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: TEN MILLION SIX HUNDRED THOUSAND DOLLARS FOR VALUE RECEIVED, the Santa Ana Financing Authority(the "Authority"), a joint powers authority, duly created and existing under the laws of the State of California (the "State"), hereby promises to pay (but only from revenues hereinafter referred to) to the registered owner named above or registered assigns, the principal amount specified above on the maturity date specified above, and to pay to the registered owner named above or registered assigns, solely from said sources, interest on said principal amount from January 1, 1995 or from the most recent Interest Payment Date (as hereafter defined) to which interest has been paid or duly provided for, until the principal hereof is paid or duly provided for, at the rate A-3-1 and on the dates determined as provided herein. The principal of and premium, if any, on this Bond shall be payable at the principal corporate trust office of Meridian Trust Company of California, as trustee under the Indenture hereinafter referred to (together with each successor trustee under the Indenture, the "Trustee"), or if a successor trustee is hereafter appointed, then at the principal corporate trust office of such successor, or at the principal corporate trust office of any other paying agent appointed under the Indenture, upon surrender of this Bond at such principal corporate trust office. Interest on this Bond (other than Defaulted Interest, as hereafter defined) shall be payable by check or draft drawn upon the Trustee or upon any other paying agent appointed under the Indenture, mailed to the person in whose name this Bond is registered in the registration books maintained by the Trustee (the "Bond Register") at the close of business on the Record Date (as hereafter defined) next preceding the relevant Interest Payment Date at such person's address as it appears in the Bond Register on such Record Date; provided that any holder of Bonds of this series in an aggregate principal amount equal to or greater than $1,000,000 may elect to be paid the interest on such Bonds by Federal Reserve wire transfer in immediately available funds to any bank in the United States of America specified by such holder by written direction given to the Trustee not less than 30 days prior to the first Interest Payment Date for which such notice shall become effective. The term "Record Date" shall mean with respect to any Interest Payment Date, the Business Day next preceding such Interest Payment Date. Any interest on this Bond which is not punctually paid when due ("Defaulted Interest") shall be payable to the holder in whose name this Bond is registered in the Bond Register at the close of business on a special record date selected by the Trustee which shall be at least ten but not more than 30 days prior to the date selected by the Trustee for payment of such Defaulted Interest. The Trustee shall give notice to the bondholders of the special record date and the date for payment of Defaulted Interest at least ten days prior to such special record date. The principal of, premium, if any, and interest on this Bond shall be payable in any currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The term "Business Day" shall mean any day other than a Saturday, Sunday or other day upon which banking institutions located in the state in which the principal corporate trust office of the Trustee or the principal office of the Auction Agent (as defined in the Indenture) is located are closed or are required to close or on which the New.York Stock Exchange is closed. If the date for any payment of the principal of, premium, if any, or interest on this Bond or the last date for performance of any act or the exercising of any right, as provided in this Bond or in the Indenture, is not a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if made, performed or exercised on such nominal date. This Bond is one of a duly authorized issue of bonds of the Authority designated as its "Santa Ana Financing Authority Police Facility Lease Revenue Bonds, Series 1994A" (the "Bonds"), in the aggregate principal amount of One Hundred Seven Million Three Hundred Ninety-Nine Thousand Four Hundred Thirty-Eight Dollars and Fifty Cents ($107,399,438.50), of which $84,730,000 aggregate principal amount shall be issued as Current Interest Bonds, $1,469,438.50 aggregate principal amount shall be issued as Capital Appreciation Bonds, $10,600,000 aggregate principal amount shall be issued as Auction Rate Securities ("ARS") A-3-2 and$10,600,000 aggregate principal amount shall be issued as Inverse Rate Securities ("IRS"), all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of an indenture, dated as of March 1, 1994 (the "Indenture"), between the Authority and the Trustee (copies of which are on file at the office of the Secretary of the Authority and at the Corporate Trust Office of the Trustee). The Bonds are issuable only as fully registered bonds without coupons, in the denomination of $50,000 and integral multiples thereof. The Bonds are issued to provide funds to finance the cost of acquiring, constructing and installing certain public capital improvements (the "Project") in the City of Santa Ma (the "City"). The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from the revenues derived from base rental payments paid by the City pursuant to a lease, dated as of March 1, 1994 (the "Lease"), between the Authority, as lessor, and the City, as lessee, for the use and possession of the Leased Property (as defined in the Lease) as long as the City has such use and possession of the Leased Property, which includes the Project, as well as from all other benefits, charges, income, proceeds, profits, receipts, rents and revenues derived by the Authority, as assignee of the Agency's rights under the Lease, from operation or use of the Leased Property (the "Revenues"). All the Bonds are equally and ratably secured in accordance with the terms and conditions of the Indenture by a pledge of the Revenues, which Revenues shall be held in trust for the security and payment of the interest on, principal of and redemption premiums, if any, on the Bonds as provided in the Indenture. The Bonds shall be limited obligations of the Authority and shall be payable solely from the Revenues and amounts on deposit in the funds and accounts established under the Indenture (other than amounts on deposit in the Rebate Fund). The Bonds do not constitute a debt or liability of the City, the State of California, or any of its political subdivisions, and neither the faith and credit of the City, the State of California, nor any of its political subdivisions are pledged to the payment of the principal of or interest on the Bonds. Reference is hereby made to the Indenture and any and all amendments thereof and supplements thereto for a description of the terms under which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues, and the rights of the registered owners of the Bonds. All of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the registered owner of this Bond, to all the provisions of which the registered owner of this Bond, by acceptance hereof, agrees and consents. Each registered owner hereof shall have recourse to all of the provisions of the Indenture and shall be bound by all of the terms and conditions thereof. The Authority has agreed and covenanted that, for the payment of the interest on, the principal of and redemption premium, if any, on this Bond and all other Bonds of this issue authorized by the Indenture when due, there has been created and will be maintained by the Trustee a special fund into which all Revenues (other than deposits to the Rebate Fund created A-3-3 by the Indenture) shall be deposited, and the Authority has allocated such Revenues solely to the payment of the interest on and principal of and redemption premiums, if any, on the Bonds, and the Authority will pay promptly when due the interest on and the principal of and redemption premium, if any, on this Bonds and all other Bonds of this issue authorized by the Indenture out of said special fund, all in accordance with the terms and provisions set forth in the Indenture. Interest Rate Provisions Interest on the ARS and IRS shall accrue for each Interest Period and shall be payable in arrears on each succeeding Interest Payment Date by the Trustee to the persons who are the registered owners of the ARS as of the Record Date. An "Interest Period" begins on and includes an Interest Payment Date and ends on but excludes the next succeeding Interest Payment Date; however, the first Interest Period commences on the date of original delivery of the ARS. An "Interest Payment Date" for the ARS means January 1, 1995, semi-annually thereafter on each January 1 and July 1 and at maturity. If any such day is not a Business Day, interest due on such day shall be paid on the next succeeding Business Day without accrual of any additional interest. Interest on the ARS shall be computed on the basis of a 360-day year for the actual number of days elapsed. The interest rate on this Bond shall be 3.08% per annum for the initial Auction Period and the interest rate (the "Applicable ARS Rate") for each subsequent Auction Period shall equal the sum of(A) the rate of interest (the "Auction Rate") determined periodically on the basis of orders placed in an Auction conducted on the Business Day immediately preceding the Interest Period and (B) the Service Charge Rate (as described in the Indenture) in effect, and in such other manner as described in the Indenture. The procedures for conducting an Auction and determining the Auction Rate are set forth in the Auction Agent Agreement, dated as of March 1, 1994, Trustee and the Auction Agent. "Auction Period" shall mean the period from and including the Closing Date to, but not including, the first Auction Period Accrual Date and, thereafter, from and including each Auction Period Accrual Date to, but not including, the next succeeding Auction Period Accrual Date; provided, however, that if such date is later than the maturity date of a maturity of ARS, the last day of such Auction Period shall be the maturity date of such ARS. "Auction Period Accrual Date" shall mean September 20, 1994 and every 5th Tuesday thereafter (or such other day that the Market Agent shall establish as an Auction Period Accrual Date); provided, however, that if such day is not a Business Day, the Auction Period Accrual Date shall be the next succeeding Business Day. THE INTEREST PERIOD, THE APPLICABLE ARS RATE AND METHOD FOR DETERMINING IT, THE INTEREST PAYMENT DATES, AND THE AUCTION PROCEDURE RELATED THERETO WILL BE DETERMINED UPON THE TERMS AND CONDITIONS, INCLUDING REQUIRED NOTICES THEREOF TO THE HOLDERS OF THE BONDS, DESCRIBED IN THE INDENTURE INCLUDING APPENDIX A THERETO, TO WHICH PROVISIONS SPECIFIC REFERENCE IS HEREBY MADE AND ALL OF A-3-4 WHICH PROVISIONS ARE HEREBY SPECIFICALLY INCORPORATED HEREIN BY REFERENCE. Mandatory Tender of ARS, Fixing and Separating ARS and IRS Any Beneficial Owner of IRS may, at any time and from time to time, notify a Broker- Dealer that such Beneficial Owner intends to submit a Bid for a specified principal amount of ARS having the same maturity date as such IRS on the next succeeding Auction Date in order to cause such ARS to be Fixed with all or a portion of such IRS, and that if such Bid is unsuccessful, in whole or in part, such Beneficial Owner requires that ARS (which are not Fixed) in an aggregate principal amount equal to the unsuccessful portion of such Bid be tendered to such Beneficial Owner for purchase on the seventh Business Day prior to the next succeeding Auction Date following the Auction in which such Bid proved unsuccessful. A Beneficial Owner of ARS may cause such ARS to be combined with IRS, or "Fixed", and traded as a unit as Regular Fixed AIRS or Newly Fixed AIRS. ARS which became Fixed with IRS will be considered Newly Fixed AIRS for the remainder of the Interest Period in which such ARS and IRS were Fixed. The Service Charge payable with respect to the ARS which were Fixed will continue to accrue for the remainder of such Interest Period. A Beneficial Owner of Regular Fixed AIRS or Newly Fixed AIRS may cause such ARS and IRS to be "Separated", and traded separately as IRS and ARS, during the seven-thy period immediately preceding a Record Date (other than during a Closed Period) by delivering instructions to a Broker-Dealer. Upon receipt of notice from the Broker-Dealer, the Auction Agent will cause such Regular Fixed AIRS or Newly Fixed AIRS to be Separated on the next succeeding Interest Payment Date, or if such Interest Payment Date falls within a Closed Period, on the next succeeding Auction Period Accrual Date. Redemption Provisions The ARS are subject to redemption at the option of the Authority in whole or in part on any Interest Payment Date on or after July 1, 2007 at a redemption price equal to the principal amounts thereof plus accrued interest to the redemption date. The ARS maturing on July 1, 2014, are also subject to mandatory redemption on July 1, 2010 in the years 2010 through 2014 and in the respective principal amounts set forth in the Indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the redemption date. The Bonds are also subject to redemption prior to their respective maturity dates, in authorized denominations, on any date, as a whole or in part, from net insurance proceeds or condemnation awards, upon the terms and conditions of, and as provided in, the Indenture, at the principal amount thereof together with accrued interest to the date of redemption. A-3-5 In the event of any partial redemption of Bonds, the Bonds or portions thereof to be redeemed shall be selected as provided in the Indenture. The Authority shall not redeem ARS on any date unless on the same date the Authority redeems an equal principal amount of IRS. Notice of any redemption shall be given by the payment of the redemption price thereof shall be made at the time and in the manner set forth in the Indenture. If at the time of mailing of any notice of optional redemption the Authority shall not have deposited with the Trustee monies sufficient to redeem all Bonds called for redemption, such notice may state that it is subject to the deposit of the redemption monies with the Trustee not later than the opening of business on the redemption date and shall be of no effect unless such monies are so deposited. If on the redemption date sufficient moneys shall have been deposited with the Trustee to effect such redemption in accordance with the Indenture, then interest shall cease to accrue on the redemption date on all Bonds or portions thereof so called for redemption. As provided in the Indenture, notice of redemption of this Bond shall be given by first class mail not less than thirty (30) days nor more than sixty (60) days before the redemption date to the registered owner hereof. If notice of redemption has been duly given and money for the payment of the redemption price is held by the Trustee, then on the redemption date designated in such notice, this Bond shall become due and payable, and from and after the date so designated, interest on this Bond shall cease to accrue and the registered owner of this Bond shall have no rights with respect hereto except to receive payment of the redemption price hereof. To the extent permitted by, and as provided in, Appendix A to the Indenture, modifications or amendments of Appendix A, and of the rights and obligations of the Authority and of the owners of the Bonds may be made with the consent of the Bond Insurer by the Authority, (i) upon obtaining an opinion of counsel that the same does not materially adversely affect the rights of the owners of the Bonds, or (ii) by obtaining the consent of the owners of all ARS and IRS or, in the event all of the ARS and IRS are Fixed, by obtaining the consent of the owners of all Newly Fixed AIRS and Regular Fixed AIRS. In the second event, the Trustee shall mail notice of such amendment to the owners of the ARS, and if, on the first Auction Date occurring at least 30 days after the date on which the Trustee mailed such notice, Sufficient Clearing Bids (as defined in the Auction Agent Agreement) have been received or all of the ARS are subject to Submitted Hold Orders (as defined in the Auction Agent Agreement), the proposed amendment shall be deemed to have been consented to by the owners of all ARS. As an additional condition precedent to any such amendment pursuant to the provisions of the Indenture, there shall be delivered to the Authority and the Trustee an opinion of counsel to the effect that such amendment will not adversely affect the validity of the ARS or IRS or the exclusion of interest on any of the Bonds from gross income for federal income tax purposes. Written notice of each such amendment shall be delivered by the Authority to the Trustee, the Auction Agent and each Broker-Dealer. If an Event of Default, as defined in the Indenture, shall occur, the principal of all outstanding Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture; except that the Indenture provides that in certain A-3-6 events such declaration and its consequences may be rescinded by the registered owners of at least a majority in aggregate principal amount of the Bonds then outstanding. This Bond is transferable only on the books required to be kept for that purpose at the office of the Trustee by the registered owner hereof in person or by his duly authorized attorney upon payment of the charges provided in the Indenture and upon surrender of this Bond together with a written instrument of transfer in a form approved by the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount will be issued to the transferee in exchange therefor. The Trustee shall not be required to register the transfer of or exchange any Bond (1) during the period commencing on the day five (5) business days before the date on which Bonds are to be selected for redemption and ending on such date of selection, or (2) which has been selected for redemption in whole or in part. The Authority and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and principal hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of this Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid. If the Authority shall pay or cause to be paid or there shall otherwise be paid to the registered owners of all outstanding Bonds the interest thereon, the principal thereof and the redemption premiums, if any, thereon at the times and in the manner stipulated herein and in the Indenture, then the registered owners of such Bonds shall cease to be entitled to the pledge of the Revenues as provided in the Indenture, and all agreements, covenants and other obligations of the Authority to the registered owners of such Bonds under the Indenture shall thereupon cease, terminate and become void and be discharged and satisfied. This Bond shall not be entitled to any benefit, protection or security under the Indenture or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been manually executed and dated by the Trustee. It is hereby certified that all acts and proceedings required by law necessary to make this Bond, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligation of the Authority have been done and taken, and have been in all respects duly authorized. A-3-7 IN WITNESS WHEREOF, the Santa Ana Financing Authority has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Chairman and attested to by the manual or facsimile signature of its Secretary, and has caused this Bond to be dated as of the day and year first above written. SANTA ANA FINANCING AUTHORITY By Chairman Attest: Secretary CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the within mentioned Indenture which has been authenticated and registered on MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By Authorized Signatory A-3-9 [FORM OF ASSIGNMENT TO APPEAR ON BONDS] For value received the undersigned hereby sells, assigns and transfers unto _ , whose tax identification number is , the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTE: The signature to this Assignment must correspond with the name as written upon the face of the bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: NOTICE: The signature must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. A-3-10 EXHIBIT A-4 FORM OF IRS BOND NUMBER R-WS_-1 $ Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Authority or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN SANTA ANA FINANCING AUTHORITY POLICE ADMINISTRATION AND HOLDING FACILITY LEASE REVENUE BONDS, SERIES 1994A INVERSE RATE SECURITY INTEREST RATE MATURITY DATE DATED DATE CUSIP NUMBER Variable July 1, 2014 March 23, 1994 REGISTERED OWNER:CEDE & CO. PRINCIPAL SUM: TEN MILLION SIX HUNDRED THOUSAND DOLLARS FOR VALUE RECEIVED, THE Santa Ana Financing Authority (the "Authority"), a joint powers authority, duly created and existing under the laws of the State of California (the "State"), hereby promises to pay, but solely from the sources hereinafter described and from no other source, to the registered owner named above or registered assigns, the principal amount specified above on the maturity date specified above, and to pay to the registered owner named above or registered assigns, solely from said sources, interest on said principal amount from January 1, 1995 or from the most recent Interest Payment Date (as hereafter defined) to which interest has been paid or duly provided for, until the principal hereof is paid or duly provided for, at the rate and on the dates determined as A-4-1 provided herein. The principal of and premium, if any, on this Bond shall be payable at the principal corporate trust office of Meridian Trust Company of California, as trustee under the Indenture hereinafter referred to (together with each successor trustee under the Indenture, the "Trustee"), or if a successor trustee is hereafter appointed, then at the principal corporate trust office of such successor, or at the principal corporate trust office of any other paying agent appointed under the Indenture, upon surrender of this Bond at such principal corporate trust office. Interest on this Bond (other than Defaulted Interest, as hereafter defined) shall be payable by check or draft drawn upon the Trustee or upon any other paying agent for the Bonds appointed under the Indenture, mailed to the person in whose name this Bond is registered in the registration books maintained by the Trustee (the "Bond Register") at the close of business on the Record Date (as hereafter defined) next preceding the relevant Interest Payment Date at such person's address as it appears in the Bond Register on such Record Date; provided that any holder of Bonds of this series in an aggregate principal amount equal to or greater than $1,000,000 may elect to be paid the interest on such Bonds by Federal Reserve wire transfer in immediately available funds to any bank in the United States of America specified by such holder by written direction given to the Trustee not less than 30 days prior to the first Interest Payment Date for which such notice shall become effective. The term "Record Date" shall mean with respect to any Interest Payment Date, the Business Day next preceding such Interest Payment Date. Any interest on this Bond which is not punctually paid when due ("Defaulted Interest") shall be payable to the holder in whose name this Bond is registered in the Bond Register at the close of business on a special record date selected by the Trustee which shall be at least ten but not more than 30 days prior to the date selected by the Trustee for payment of such Defaulted Interest. The Trustee shall give notice to the bondholders of the special record date and the date for payment of Defaulted Interest at least ten days prior to such special record date. The principal of, premium, if any, and interest on this Bond shall be payable in any currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The term "Business Day" shall mean any day other than a Saturday, Sunday or other day upon which banking institutions located in the state in which the principal corporate trust office of the Trustee or the principal office of the Auction Agent (as defined in the Indenture) is located are closed or are required to close or on which the New York Stock Exchange is closed. If the date for any payment of the principal of, premium, if any, or interest on this Bond or the last date for performance of any act or the exercising of any right, as provided in this Bond or in the Indenture, is not a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if made, performed or exercised on such nominal date. This Bond is one of a duly authorized issue of bonds of the Authority designated as its "Santa Ana Financing Authority Police Facility Lease Revenue Bonds, Series 1994A" (the "Bonds"), in the aggregate principal amount of One Hundred Seven Million Three Hundred Ninety-Nine Thousand Four Hundred Thirty-Eight Dollars and Fifty Cents ($107,399,438.50), of which $84,730,000 aggregate principal amount shall be issued as Current Interest Bonds, $1,469,438.50 aggregate principal amount shall be issued as Capital A-4-2 Appreciation Bonds, $10,600,000 aggregate principal amount shall be issued as Auction Rate Securities ("ARS") and $10,600,000 aggregate principal amount shall be issued as Inverse Rate Securities ("IRS"), all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of an indenture, dated as of March 1, 1994 (the "Indenture"), between the Authority and the Trustee (copies of which are on file at the office of the Secretary of the Authority and at the Corporate Trust Office of the Trustee). The Bonds are issuable only as fully registered bonds without coupons, in the denomination of $50,000 and integral multiples thereof. The Bonds are issued to provide funds to finance the cost of acquiring, constructing and installing certain public capital improvements (the "Project") in the City of Santa Ana (the "City"). The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from the revenues derived from base rental payments paid by the City pursuant to a lease, dated as of March 1, 1994 (the "Lease"), between the Authority, as lessor, and the City, as lessee, for the use and possession of the Leased Property (as defined in the Lease) as long as the City has such use and possession of the Leased Property, which includes the Project, as well as from all other benefits, charges, income, proceeds, profits, receipts, rents and revenues derived by the Authority, as assignee of the Agency's rights under the Lease, from operation or use of the Leased Property (the "Revenues"). All the Bonds are equally and ratably secured in accordance with the terms and conditions of the Indenture by a pledge of the Revenues, which Revenues shall be held in trust for the security and payment of the interest on, principal of and redemption premiums, if any, on the Bonds as provided in the Indenture. The Bonds shall be limited obligations of the Authority and shall be payable solely from the Revenues and amounts on deposit in the funds and accounts established under the Indenture (other than amounts on deposit in the Rebate Fund). The Bonds do not constitute a debt or liability of the City, the State of California, or any of its political subdivisions, and neither the faith and credit of the City, the State of California, nor any of its political subdivisions are pledged to the payment of the principal of or interest on the Bonds. Reference is hereby made to the Indenture and any and all amendments thereof and supplements thereto for a description of the terms under which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues, and the rights of the registered owners of the Bonds. All of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the registered owner of this Bond, to all the provisions of which the registered owner of this Bond, by acceptance hereof, agrees and consents. Each registered owner hereof shall have recourse to all of the provisions of the Indenture and shall be bound by all of the terms and conditions thereof. The Authority has agreed and covenanted that, for the payment of the interest on, the principal of and redemption premium, if any, on this Bond and all other Bonds of this issue authorized by the Indenture when due, there has been created and will be maintained by the A-4-3 Trustee a special fund into which all Revenues (other than deposits to the Rebate Fund created by the Indenture) shall be deposited, and the Authority has allocated such Revenues solely to the payment of the interest on and principal of and redemption premiums, if any, on the Bonds, and the Authority will pay promptly when due the interest on and the principal of and redemption premium, if any, on this Bonds and all other Bonds of this issue authorized by the Indenture out of said special fund, all in accordance with the terms and provisions set forth in the Indenture. Interest Rate Provisions Interest on the ARS and IRS shall accrue for each Interest Period and shall be payable in arrears on each succeeding Interest Payment Date by the Trustee to the persons who are the registered owners of the ARS as of the Record Date. An "Interest Period" begins on and includes an Interest Payment Date and ends on but excludes the next succeeding Interest Payment Date; however, the first Interest Period commences on the date of original delivery of the ARS. An "Interest Payment Date" for the ARS means January 1, 1995, semi-annually thereafter on each January 1 and July 1 and at maturity. If any such day is not a Business Day, interest due on such day shall be paid on the next succeeding Business Day without accrual of any additional interest. Interest on the ARS shall be computed on the basis of a 360-day year for the actual number of days elapsed. The interest rate on the ARS shall be 3.08% per annum for the initial Auction Period and the interest rate (the "Applicable ARS Rate") for each subsequent Auction Period shall equal the sum of (A) the rate of interest (the "Auction Rate") determined periodically on the basis of orders placed in an Auction conducted on the Business Day immediately preceding the Interest Period and (B) the Service Charge Rate (as described in the Indenture) in effect, and in such other manner as described in the Indenture. The procedures for conducting an Auction and determining the Auction Rate are set forth in the Auction Agent Agreement, dated as of March 1, 1994, between the Trustee and the Auction Agent. Interest on the IRS shall be computed on the basis of a 360-day years for the number of days elapsed on the basis of twelve 30-day months. The interest rate on this Bond shall be 8.35% per annum for the initial Auction Period and the interest rate (the "Applicable IRS Rate") for each subsequent Auction Period shall equal the result, if any, taken to the nearest one-thousandth (.001) of 1% (without rounding), of (A) the Fixed Rate of [5.75]% per annum multiplied by two, minus (b) the Applicable ARS Rate for such Interest Period multiplied by the Applicable Day Count Fraction, all as set forth in the Indenture. For purposes of the Applicable IRS Rate, the Applicable ARS Rate is multiplied by the Applicable Day Count Fraction in order to adjust such rate (which is calculated on the basis of actual days elapsed) to a rate per annum calculated on the basis of the number of days elapsed on the basis of twelve 30-day months. "Auction Period" shall mean the period from and including the Closing Date to, but not including, the first Auction Period Accrual Date and, thereafter, from and including A-4-4 each Auction Period Accrual Date to, but not including, the next succeeding Auction Period Accrual Date; provided, however, that if such date is later than the maturity date of a maturity of ARS, the last day of such Auction Period shall be the maturity date of such ARS. "Auction Period Accrual Date" shall mean September 20, 1994 and every 5th Tuesday thereafter (or such other day that the Market Agent shall establish as an Auction Period Accrual Date); provided, however, that if such day is not a Business Day, the Auction Period Accrual Date shall be the next succeeding Business Day. "Applicable Day Count Fraction" shall mean, with respect to any period the actual number of days in such period divided by the number of days in such period on the basis of twelve 30-day months. THE INTEREST PERIOD, THE APPLICABLE IRS RATE AND METHOD FOR DETERMINING IT, THE APPLICABLE ARS RATE AND METHOD FOR DETERMINING IT, THE INTEREST PAYMENT DATES, AND THE AUCTION PROCEDURE RELATED THERETO WILL BE DETERMINED UPON THE TERMS AND CONDITIONS, INCLUDING REQUIRED NOTICES THEREOF TO THE HOLDERS OF THE BONDS, DESCRIBED IN THE INDENTURE INCLUDING Appendix A THERETO, TO WHICH PROVISIONS SPECIFIC REFERENCE IS HEREBY MADE AND ALL OF WHICH PROVISIONS ARE HEREBY SPECIFICALLY INCORPORATED HEREIN BY REFERENCE. Mandatory Tender of ARS. Fixing and Separating ARS and IRS Any Beneficial Owner of IRS may, at any time and from time to time, notify a Broker-Dealer that such Beneficial Owner intends to submit a Bid for a specified principal amount of ARS having the same maturity date as such IRS on the next succeeding Auction Date in order to cause such ARS to be Fixed with all or a portion of such IRS, and that if such Bid is unsuccessful, in whole or in part, such Beneficial Owner requires that ARS (which are not Fixed) in an aggregate principal amount equal to the unsuccessful portion of such Bid be tendered to such Beneficial Owner for purchase on the seventh Business Day prior to the next succeeding Auction Date following the Auction in which such Bid proved unsuccessful. A Beneficial Owner of IRS may cause such IRS to be combined with ARS, or "Fixed", and traded as a unit as Regular Fixed AIRS or Newly Fixed AIRS. IRS which became Fixed with ARS will be considered Newly Fixed AIRS for the remainder of the Interest Period in which such IRS and ARS were Fixed. The Service Charge payable with respect to the ARS which were Fixed will continue to accrue for the remainder of such Interest Period. A Beneficial Owner of Regular Fixed AIRS or Newly Fixed AIRS may cause such ARS and IRS to be "Separated", and traded separately as IRS and ARS, during the seven- day period immediately preceding a Record Date (other than during a Closed Period) by delivering instructions to a Broker-Dealer. Upon receipt of notice from the Broker-Dealer, the Auction Agent will cause such Regular Fixed AIRS or Newly Fixed AIRS to be A-4-5 Separated on the next succeeding Interest Payment Date, or if such Interest Payment Date falls within a Closed Period, on the next succeeding Auction Period Accrual Date. Redemption Provisions The IRS are subject to redemption at the option of the Authority in whole or in part on any Interest Payment Date on or after July 1, 2004, at the following redemption prices (expressed as a percentage of their principal amount) plus accrued interest to the redemption date: IRS maturing in 2014 Redemption Dates (inclusive) Redemption Price July 1, 2004 to June 30, 2005 104% July 1, 2005 to June 30, 2006 102% July 1, 2006 and thereafter 101% The IRS maturing on July 1, 2014, are also subject to mandatory redemption on July 1, 2010 in the years 2010 through 2014 and in the respective principal amounts set forth in the Indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the redemption date. The Bonds are also subject to redemption prior to their respective maturity dates, in authorized denominations, on any date, as a whole or in part, from net insurance proceeds or condemnation awards, upon the terms and conditions of, and as provided in, the Indenture, at the principal amount thereof together with accrued interest to the date of redemption. In the event of any partial redemption of Bonds, the Bonds or portions thereof to be redeemed shall be selected as provided in the Indenture. The Authority shall not redeem IRS on any date unless on the same date the Authority redeems an equal principal amount of ARS. Notice of any redemption shall be given by the payment of the redemption price thereof shall be made at the time and in the manner set forth in the Indenture. If at the time of mailing of any notice of optional redemption the Authority shall not have deposited with the Trustee monies sufficient to redeem all Bonds called for redemption, such notice may state that it is subject to the deposit of the redemption monies with the Trustee not later than the opening of business on the redemption date and shall be of no effect unless such monies are so deposited. If on the redemption date sufficient moneys shall have been deposited with the Trustee to effect such redemption in accordance with the Indenture, then interest shall cease to accrue on the redemption date on all Bonds or portions thereof so called for redemption. As provided in the Indenture, notice of redemption of this Bond shall be given by first class mail not less than thirty (30) days nor more than sixty (60) days before the A-4-6 redemption date to the registered owner hereof. If notice of redemption has been duly given and money for the payment of the redemption price is held by the Trustee, then on the redemption date designated in such notice, this Bond shall become due and payable, and from and after the date so designated, interest on this Bond shall cease to accrue and the registered owner of this Bond shall have no rights with respect hereto except to receive payment of the redemption price hereof. To the extent permitted by, and as provided in Appendix A to the Indenture, modifications or amendments of Appendix A, and of the rights and obligations of the Authority and of the owners of the Bonds may be made with the consent of the Bond Issuer by the Authority, (i) upon obtaining an opinion of counsel that the same does not materially adversely affect the rights of the owners of the Bonds, or (ii) by obtaining the consent of the owners of all ARS and IRS or, in the event all of the ARS and IRS are Fixed, by obtaining the consent of the owners of all Newly Fixed AIRS and Regular Fixed AIRS. In the second event, the Trustee shall mail notice of such amendment to the owners of the ARS, and if, on the first Auction Date occurring at least 30 days after the date on which the Trustee mailed such notice, Sufficient Clearing Bids (as defined in the Auction Agent Agreement) have been received or all of the ARS are subject to Submitted Hold Orders (as defined in the Auction Agent Agreement), the proposed amendment shall be deemed to have been consented to by the owners of all ARS. As an additional condition precedent to any such amendment pursuant to the provisions of the Indenture, there shall be delivered to the Authority and the Trustee an opinion of counsel to the effect that such amendment will not adversely affect the validity of the ARS or IRS or the exclusion of interest on any of the Bonds from gross income for federal income tax purposes. Written notice of each such amendment shall be delivered by the Authority to the Trustee, the Auction Agent and each Broker-Dealer. If an Event of Default, as defined in the Indenture, shall occur, the principal of all outstanding Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture; except that the Indenture provides that in certain events such declaration and its consequences may be rescinded by the registered owners of at least a majority in aggregate principal amount of the Bonds then outstanding. This Bond is transferable only on the books required to be kept for that purpose at the office of the Trustee by the registered owner hereof in person or by his duly authorized attorney upon payment of the charges provided in the Indenture and upon surrender of this Bond together with a written instrument of transfer in a form approved by the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount will be issued to the transferee in exchange therefor. The Trustee shall not be required to register the transfer of or exchange any Bond (1) during the period commencing on the day five (5) business days before the date on which Bonds are to be selected for redemption and ending on such date of selection, or (2) which has been selected for redemption in whole or in part. A-4-7 The Authority and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and principal hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of this Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid. If the Authority shall pay or cause to be paid or there shall otherwise be paid to the registered owners of all outstanding Bonds the interest thereon, the principal thereof and the redemption premiums, if any, thereon at the times and in the manner stipulated herein and in the Indenture, then the registered owners of such Bonds shall cease to be entitled to the pledge of the Revenues as provided in the Indenture, and all agreements, covenants and other obligations of the Authority to the registered owners of such Bonds under the Indenture shall thereupon cease, terminate and become void and be discharged and satisfied. This Bond shall not be entitled to any benefit, protection or security under the Indenture or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been manually executed and dated by the Trustee. It is hereby certified that all acts and proceedings required by law necessary to make this Bond, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligation of the Authority have been done and taken, and have been in all respects duly authorized. A-4-8 IN WITNESS WHEREOF, the Santa Ana Financing Authority has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Chairman and attested to by the manual or facsimile signature of its Secretary, and has caused this Bond to be dated as of the day and year first above written. SANTA ANA FINANCING AUTHORITY By Chairman Attest: Secretary CERTIFICATE OF AUTHENTICATION AND REGIS[RATION This is one of the Bonds described in the within mentioned Indenture which has been authenticated and registered on MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By Authorized Signatory A-4-10 [FORM OF ASSIGNMENT TO APPEAR ON BONDS] For value received the undersigned hereby sells, assigns and transfers unto _ , whose tax identification number is , the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTE: The signature to this Assignment must correspond with the name as written upon the face of the bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: NOTICE: The signature must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. A-4-11 EXHIBIT B THE PROJECT The Project entails the acquisition, installation, and construction of a police administration and holding facility located on an eight acre parcel. The Project encompasses 496,700 square feet and consists of four elements: (i) Police Administration - a 232,500 square foot four-story building housing all operational and administrative functions of the City's Police Department sized to provide department expansion through the year 2050; (ii) Holding Facility - a 169,000 square foot building consisting of four stories and a partial basement with 256 fully equipped cells that can house up to 420 detainees; (iii) Parking Garage - a 94,300 square foot two-story structure with basement that will provide 227 parking spaces for police vehicles and 24 spaces for police motorcycles and also includes a two-tier firing range comprised of 12 shooting bays; and (iv) Transfer Tunnel - a 900 foot structure linking the Santa Ma Holding Facility with the Orange County Intake and Release Center that will facilitate the transfer of inmates between the two detention facilities. B-1 Recording requested by and return to: CITY OF SANTA ANA do Orrick, Herrington & Sutcliffe 777 South Figueroa Street, Suite 3200 Los Angeles, California 90017 Attention: William W. Bothwell, Esq. (Space above for Recorder's Use) GROUND LEASE by and between CITY OF SANTA ANA and SANTA ANA FINANCING AUTHORITY Dated as of March 1, 1994 This transaction is exempt from California documentary transfer tax pursuant to Section 11929 of the California Revenue and Taxation Code. This document is recorded for benefit of the City of Santa Ana and the Santa Ma Financing Authority and such recording fee is exempt under Section 6103 of the California Government Code. GROUND LEASE This Ground Lease (this "Ground Lease") executed and entered into as of March 1, 1994, is by and between CITY OF SANTA ANA (tile "City"), a municipal corporation, duly organized and validly existing under the Constitution and laws of the State of California, as lessor, and SANTA ANA FINANCING AUTHORITY (the "Authority"), a joint powers authority, duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessee. WITNESSETH : That in consideration of the mutual promises and agreements herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS All words and phrases defined in Section 1 of the Lease, dated as of the date hereof, by and between the Authority and the City shall have the same meanings in this Ground Lease. ARTICLE II DEMISING CLAUSES; RENTAL The City leases to the Authority, and the Authority leases from the City, the real property described on Exhibit A hereto, and all existing facilities and improvements located thereon (the "Parcels"), in accordance with the provisions of this Ground Lease, to have and to hold for the term of this Ground Lease. The Authority shall pay to the City as and for rental hereunder the sum of$1.00, and other good and valuable consideration, on or before the date of commencement of the term of this Ground Lease. Such amount shall constitute prepayment in full of all rental payable by the Authority hereunder. • LA1-63222.2 1 ARTICLE III QUIET ENJOYMENT The parties intend that the Property, which is comprised of the Parcels, will be leased back to the City pursuant to the Lease for the term thereof. Subject to any rights the City may have under the Lease (in the absence of an event of default) to possession and enjoyment of the Parcels, City hereby covenants and agrees that it will not take any action to prevent the Authority from having quiet and peaceable possession and enjoyment of the Parcels during the term hereof and will, at the request of the Authority and at the City's cost, to the extent that it may lawfully do so, join in any legal action in which the Authority asserts its right to such possession and enjoyment. ARTICLE IV SPECIAL COVENANTS AND PROVISIONS Section 4.01. Owner in Fee. The City covenants that it is the owner in fee of the Parcels. Section 4.02. Waste. The Authority agrees that at all times that it is in possession of the Parcels, it will not commit, suffer or permit any waste on the Parcels, and that it will not willfully or knowingly use or permit the use of the Parcels for any illegal purpose or act. Section 4.03. Further Assurances and Corrective Instruments. The City and the Authority agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Parcels hereby leased or intended so to be or for carrying out the expressed intention of this Ground Lease and the Lease. Section 4.04. Waiver of Personal Liability. All liabilities under this Ground Lease on the part of the Authority shall be solely corporate liabilities of the Authority as a corporation, and the City hereby releases each and every director, officer and employee of the Authority of and from any personal or individual liability under this Ground Lease. No director, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the City or to any other party whomsoever for anything done or omitted to be done by the Authority hereunder. Section 4.05. Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Parcels. LA1-63222.2 2 Section 4.06. Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Parcels at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof. ARTICLE V ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING Section 5.01. Assignment and Subleasing. The Authority may assign any or all of its rights hereunder to the Trustee appointed pursuant to the Indenture. Section 5.02. Restrictions on City. The City agrees that, except as may be permitted under the Lease, it will not mortgage, sell, encumber, assign, transfer or convey the Parcels or any portion thereof during the term of this Ground Lease. ARTICLE VI IMPROVEMENTS Title to all improvements made on the Parcels during the term hereof shall vest in the City. ARTICLE VII TERM The term of this Ground Lease shall commence as of the date of commencement of the term of the Lease and shall remain in full force and effect from such date to and including the Termination Date. ARTICLE VIII MISCELLANEOUS Section 8.01. Binding Effect. This Ground J ease shall inure to the benefit of and shall be binding upon the City, the Authority and their respective successors and assigns. Section 8.02. Severability. In the event any provision of this Ground Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 8.03. Amendments, Changes and Modifications. This Ground Lease may not be effectively amended, changed, modified, altered or terminated except as provided in the Jr.ase. LAI-63222.2 3 Section 8.04. Execution in Counterparts. This Ground Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 8.05. Applicable Law. THIS GROUND LEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Section 8.06. Captions. The captions or heading in this Ground Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Ground Lease. LA1-63222.2 4 IN WITNFSS WHEREOF, the City has caused this Ground Lease to be executed and attested by its duly authorized officers, and the Authority has executed this Ground Lease in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers. All of the above occurred as of the date first above written. CITY OF SANTX ANA, as Lessor_ J By: y mac "' A_ a 4--t__._--- - City Managdt' ATTEST: By: tie ir. ity Clerk SANTA ANA FINANCING AUTHORITY, as Lessee By: Exec tive Director ATTEST: By C . Secretary APPROVED AS TO FORM: Edward o0 City Attorney LA1-63222.2 - STATE OF CALIFORNIA ss. COUNTY OF ORANGE - ) On March 16, 1994 before me Laura C. Johnson, Notary Public (here insert name and title of the officer) , personally appeared David N. Ream, City Manager , personally known to me For prevcd to—me to be the personQsy whose name(pis/ae-subscribed to the within instrument and acknowledged to me that he/gha/they executed the same in his/.herfth=ir authorized capacity(.ias3 , and that by his/her/their signatures}-on the instrument the person(p) or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. OFFICIAL SEAL LAURA C. JOHNSON ' S Notary Public-California rsi tit ORANGE COUNTY Tj. My Commission Expires Signature January 30, 1995 a C. J s , Notary Li.1 62435.1 STATE OF CALIFORNIA ss. COUNTY OF ORANGE On March 16, 1994 before me Laura C. Johnson, Notary Public (here insert name and title of the officer) , personally appeared Janice C. Guy, City Clerk , personally known to me (Jar--preyed—ta_.me -en--the--bay-is of saLisfaLtory-evfdeneej- to be the personcar whose name K is/are subscribed to the within instrument and acknowledged to me that heft:he/they executed the same in his/her/.t-h-ei-r-- authorized capacity(1esj, and that by J s/her/ e-ir-signature(,sy on the instrument the person(p;or the entity upon behalf of which the person acted, executed the instrument. • OFFICIAL SEAL WITNESS my hand and official seal. ' LAURA C. JOHNSON Notary Public-California ORANGE COUNTY fT + My Commission Expires T==-` January 30, 1995 Signature ura C. John , Notary L41-62 35.1 STATE OF CALIFORNIA ss. COUNTY OF ORANGE On March 16, 1994 before me Laura C. Johnson, Notary Public (here insert name and title of the officer) , personally appeared David N. Ream, Executive Director of Santa Ana Financing Authoritpersonally known to me (or prooed -to me--- on the ba-` - factory ev-id-Ence-) to be the personJsy whose name/cells/Care subscribed to the within instrument and acknowledged to me that he/=he/they executed the same in his/har/their authorized capacity.(a:esy, and that by his/her/{-heir signature(syon the instrument the personas-)-; or the entity upon behalf of which the persons-Y cted, executed the instrument. EAL WITNESS my hand and official seal. LAURAFICIA C. JOHNSON ,.,�.0t.stivsjt n 0, Notary Public-California / a�,�. - ORANGE COUNTY .'PvT'.A. ' My Commission Expires January 30, 1995 Signature Ant fir< • - r.ra C. Joh . otary L41fi2435.1 • STATE OF CALIFORNIA ss. COUNTY OF ORANGE On March 16, 1994 before me Laura C. Johnson, Notary Public (here insert name and title of the officer) , personally appeared Janice C. Guy, Secretary Santa Ana Financing Authority, personally known to me (nr proved to nit- on the bes s o,— • to be the person p cs'r whose named is/atesubscribed to the within instrument and acknowledged to me that -he/she/.they executed the same in }ris/her/th e4-- authorized capacity s) , and that by.hris/her/their signature,(.s-)""on the instrument the person(¢-r[or the entity upon behalf of which the person acted, executed the instrument. EAL WITNESS my hand and official seal. OFFICIAL HN (AURA C. JOHNSON ri% Notary PubHc•Callfornla rr4ORANGE COUNTY My Commisdon Expires Signature a a C. Johns tart' LA1-62135.1 STATE OF CALIFORNIA ss. COUNTY OF ORANGE On March 16, 1994 before me Laura C. Johnson, Notary Public (here insert name and title of the officer) , personally appeared Edward J. Cooper, City Attorheypersonally known to me (or proved—to--mg ..en--the basis ur bates-factory—cvidcnoc) to be the person(,$) whose name cst is./.a-re' subscribed to the within instrument and acknowledged to me that he[shefthey executed the same in his me authorized capacity4iesp, and that by his/her/their signature(.$)--on the instrument the person(s< or the entity upon behalf of which the persons-( acted, executed the instrument. WITNESS my hand and official seal. oFFlCiAL sgi gURA'C. JOHNSON ^,t5• NotaryORANGE public-CaliforniaCOUNTY - _ fie •*'j ' My Commission Expires Signature// _ January 30. 1995 ra C. Johnson I tary If.1-62435.I EXHIBIT A Description of Leased Property ALL THAT CERTAIN LAND DESCRIBED AS FOLLOWS: FIRE STATION NUMBER 1 (For Purposes of Reference Only) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, DESCRIBED AS FOLLOWS: PARCEL A: THE SOUTH 200 . 15 FEET OF THE WEST 100 . 00 FEET OF THAT PORTION OF THE LAND ALLOTTED TO WILLIAM FERGUSON, AS DESCRIBED IN THE FINAL DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, WHICH WAS ENTERED SEPTEMBER 12, 1968 IN BOOK "B" , PAGE 410 OF JUDGEMENTS OF THE DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT IN AND FOR LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A CROSS CUT IN THE PAVEMENT ON THE CENTERLINE OF 17TH STREET, SAID CROSS BEING LOCATED 474.37 FEET EAST OF A BOLT IN SAID CENTERLINE OF 17TH STREET, SAID BOLT MARKING THE SOUTHEAST CORNER OF THE BATES TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 1, PAGE 96 OF THE MISCELLANEOUS RECORD MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 0° 44' 30" EAST 439 . 18 FEET (BEARING BASED ON 17TH STREET AS EAST AND WEST) BEGIN THE LINE DESCRIBED AS THE BOUNDARY BETWEEN THE LANDS OF J.C. KIRBY AND WIFE AND ROY MILLS AND WIFE IN AGREEMENT RECORDED APRIL 12, 1941 IN BOOK 1090, PAGE 24 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE EAST 200.3 FEET TO THE LINE DESCRIBED AS THE BOUNDARY LINE BETWEEN THE LAND OF ROY MILLS AND WIFE AND ALLISON C. HONER AND WIFE IN SAID AGREEMENT; THENCE SOUTH ALONG SAID BOUNDARY LINE BETWEEN THE LANDS OF ROY MILL AND WIFE AND ALLISON C. HONER AND WIFE TO A POINT IN THE CENTERLINE OF 17TH STREET, MARKED BY A CROSS CUT IN THE PAVEMENT, SAID CROSS BEING 674 . 67 FEET EAST OF A BOLT IN SAID CENTERLINE OF 17TH STREET, SAID BOLT MARKING THE SOUTHEAST CORNER OF THE SAID BATES TRACT; THENCE WEST ALONG THE CENTERLINE, 200 .30 FEET TO THE POINT OF BEGINNING. PARCEL B: PARCEL 1 AS SHOWN ON A MAP FILED IN BOOK 102, PAGES 9 AND 10 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. A-1 LA1-706161 FIRE STATION NUMBER 2 (For Purposes of Reference Only) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, DESCRIBED AS FOLLOWS: LOTS 34 AND 36 IN BLOCK B OF THE GARDNER VILLA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 13 , PAGE 97 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE STATE OF CALIFORNIA RECORDED DECEMBER 6, 1990 AS INSTRUMENT NO. 90-642392 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. IAI-70616.1 A-2 FIRE STATION NUMBER 3 (For Purposes of Reference Only) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, DESCRIBED AS FOLLOWS: LOT 24 AND THE SOUTH 46 FEET OF LOT 22, IN BLOCK "C" OF "TRACT NO. 233, FRANKLIN PLACE" , AS SHOWN ON A MAP RECORDED IN BOOK 13 , PAGE 9 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. A-3 utaate.t FIRE STATION NUMBER 4 (For Purposes of Reference Only) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, DESCRIBED AS FOLLOWS : LOTS 29 , 30, 31, 32, 33 , 34, 35 AND 36 OF TRACT NO. 1265, AS SHOWN ON A MAP RECORDED IN BOOK 40, PAGE 48 OF. MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM THE NORTH 18 .00 FEET OF SAID LOT 29 . A-4 IA1-70616.1 FIRE STATION NUMBER 5 (For Purposes of Reference Only) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, DESCRIBED AS FOLLOWS : LOTS 2, 3, 6 AND 7 IN BLOCK 8 OF "PALMER'S ADDITION TO THE TOWN OF SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK 34, PAGE 87 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. A-5 LA1-70616.1 FIRE STATION NUMBER 6 (For Purposes of Reference Only) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, DESCRIBED AS FOLLOWS: THE EAST 520 . 00 FEET OF THAT PORTION OF THE LAND ALLOTTED TO JAMES MC FADDEN IN DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA RECORDED IN BOOK "B" OF JUDGMENTS OF THE 17TH JUDICIAL DISTRICT COURT OF CALIFORNIA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE CENTERLINE OF BRISTOL STREET AS DESCRIBED IN DEED RECORDED NOVEMBER 30, 1949 IN BOOK 1933, PAGE 88 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY SOUTH 0° 20' 50" EAST 1371. 87 FEET ALONG SAID CENTERLINE FROM ITS INTERSECTION WITH THE CENTERLINE OF ALTON AVENUE FORMERLY TALBERT AVENUE THENCE NORTH 89° 57' 31" EAST 333 .44 FEET TO THE EAST LINE OF THE LAND CONVEYED TO I . D. PARKER BY DEED RECORDED APRIL 21, 1884 , IN BOOK 119, PAGE 590 OF DEEDS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA AND BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89° 57' 31" EAST 1725 . 87 FEET TO THE INTERSECTION OF THE WEST LINE OF TRACT NO. 4951 PER MAP RECORDED IN BOOK 192, PAGES 4 TO 7 INCLUSIVE OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, WITH THE CENTERLINE OF TALBERT AVENUE AS SAID INTERSECTION IS SHOWN ON SAID MAP; THENCE ALONG SAID WEST LINE SOUTH 0° 40' 30" WEST 974 .94 FEET TO THE SOUTHWEST CORNER OF SAID TRACT; THENCE NORTH 89° 40' 35" WEST 753 . 28 FEET ALONG THE NORTH LINE OF THE LAND CONVEYED TO H. H. WAKEHAM BY DEED RECORDED MAY 10, 1884 IN BOOK 124, PAGE 88 OF DEEDS RECORDS OF SAID LOS ANGELES COUNTY THENCE SOUTH 89° 59' 00" WEST 781. 33 FEET ALONG SAID NORTH LINE TO A POINT ON THE NORTHEAST LINE OF THE LAND DESCRIBED AS PARCEL F2-202 IN THE DEED TO THE ORANGE COUNTY FLOOD CONTROL DISTRICT RECORDED JULY 6, 1960 IN BOOK 5315, PAGE 472 OF SAID OFFICIAL RECORDS; SAID NORTHEAST LINE BEING ON THE ARC OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 2027. 00 FEET, A RADIAL TO SAID POINT BEARS NORTH 69° 12' 32" EAST THENCE NORTHWESTERLY 396 . 69 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11° 12' 47" TO SAID EAST LINE OF THE LAND OF I . D. PARKER; THENCE ALONG SAID EAST LINE NORTH 0° 20' 42" WEST 614 . 85 FEET TO THE TRUE POINT OF BEGINNING. A-6 IAI-70616.1 FIRE STATION NUMBER 7 (For Purposes of Reference Only) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, DESCRIBED AS FOLLOWS : LOT 167 OF TRACT NO. 2041, AS SHOWN ON A MAP RECORDED IN BOOK 105, PAGES 18, 19 AND 20 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. A-7 [AI-70616.1 FIRE STATION NUMBER 8 (For Purposes of Reference Only) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, DESCRIBED AS FOLLOWS: LOTS 10 AND 11 OF TRACT NO. 3737, AS SHOWN ON A MAP RECORDED IN BOOK 132, PAGES 26 AND 27 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. A-8 IAI-70616.1 FIRE STATION NUMBER 9 (For Purposes of Reference Only) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, DESCRIBED AS FOLLOWS : PARCEL 1 : THAT PORTION OF THE LAND ALLOTTED TO JAMES MCFADDEN AS DESCRIBED IN THE FINAL DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, WHICH WAS ENTERED SEPTEMBER 12 , 1868 IN BOOK "B" , PAGE 410 OF JUDGMENTS OF THE DISTRICT COUNTY OF THE 17TH JUDICIAL DISTRICT IN AND FOR LOS ANGELES COUNTY, CALIFORNIA, AND BEING A PORTION OF A MAP FILED IN BOOK 95, PAGE 35 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, SAID PORTION BEING DESCRIBED AS FOLLOWS : BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF WARNER AVENUE, AS SAID CENTERLINE EXISTED ON OCTOBER 30, 1985 WITH THE NORTHERLY TERMINUS OF THAT CERTAIN LINE SHOWN AS HAVING A BEARING OF SOUTH 00° 33 ' 49" WEST AND A DISTANCE OF 607 . 13 FEET ON SAID MAP FILED IN BOOK 95, PAGE 35 OF RECORDS OF SURVEYS; THENCE ALONG SAID CENTERLINE SOUTH 89° 20' 23 " EAST 85 . 00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID CENTERLINE SOUTH 89° 20' 23" EAST 100 . 00 FEET; THENCE SOUTH 00° 33' 49" WEST 315 . 00 FEET; THENCE NORTH 89° 20' 23 " WEST 100 . 00 FEET; THENCE NORTH 00° 33 ' 49" EAST 315 . 00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE SOUTHERLY 35. 00 FEET AS DESCRIBED IN DEED TO SOUTHERN CALIFORNIA EDISON COMPANY RECORDED NOVEMBER 19, 1987 AS INSTRUMENT NO. 87-651370 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. PARCEL 2 : THAT PORTION OF THE LAND ALLOTTED TO JAMES MCFADDEN AS DESCRIBED IN THE FINAL DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, WHICH WAS ENTERED SEPTEMBER 12, 1868 IN BOOK "B" , PAGE 410 OF JUDGMENTS OF THE DISTRICT COUNTY OF THE 17TH JUDICIAL DISTRICT IN AND FOR LOS ANGELES COUNTY, CALIFORNIA, AND BEING A PORTION OF A MAP FILED IN BOOK 95, PAGE 35 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, SAID PORTION BEING DESCRIBED AS FOLLOWS : BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF WARNER AVENUE, AS SAID CENTERLINE EXISTED ON NOVEMBER 19, 1987 WITH THE NORTHERLY TERMINUS OF THAT CERTAIN LINE SHOWN AS HAVING A BEARING OF SOUTH 00° 33 ' 49" WEST AND A DISTANCE OF 607 . 13 FEET ON SAID MAP FILED IN BOOK 95, PAGE 35 OF RECORDS OF SURVEYS; THENCE ALONG SAID CENTERLINE SOUTH 89° 20' 23" EAST 185 . 00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID CENTERLINE SOUTH 89° 20' 23" 20 . 00 FEET; THENCE SOUTH 00° 33 ' 49" WEST 280 . 00 FEET; THENCE NORTH 89° 20' 23" WEST 20. 00 FEET; THENCE NORTH 00° 33 ' 49" EAST 280 . 00 FEET TO THE TRUE POINT OF BEGINNING. A-9 IA1-70616.1 FIRE STATION NUMBER 10 (For Purposes of Reference Only) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, DESCRIBED AS FOLLOWS: THAT PORTION OF BLOCK A OF THE CHAPMAN TRACT SURVEYED BY FRANK LECOUVREUR IN 1870, AS SHOWN ION A MAP RECORDED IN BOOK 102, PAGE 15 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF GRAND AVENUE, AS SHOWN ON THE MAP OF SANTA ANA GRAND AVENUE TRACT RECORDED IN BOOK 26, PAGE 53 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, WITH A LINE PARALLEL WITH AND 140 . 00 FEET NORTHERLY, MEASURED AT RIGHT ANGLES FROM THE CENTER LINE OF SANTA CLARA AVENUE, AS SHOWN ON LAST SAID MAP; THENCE EASTERLY ALONG THE LAST MENTIONED PARALLEL LINE 180 . 00 FEET; THENCE SOUTHERLY AT RIGHT ANGLES 140 . 00 FEET TO SAID CENTERLINE OF SANTA CLARA AVENUE; THENCE WESTERLY ALONG SAID CENTER LINE TO SAID CENTER LINE OF GRAND AVENUE; THENCE NORTHERLY ALONG SAID CENTER LINE OF GRAND AVENUE TO THE POINT OF BEGINNING. A-10 IAI-70616.I SANTA ANA CITY HALL; SANTA ANA DETENTION FACILITY; SANTA ANA PUBLIC (MAIN) LIBRARY (For Purposes of Reference Only) PARCEL 1 : (CITY LIBRARY AND POLICE FACILITY) THAT PORTION OF FORD'S ADDITION, GREENLEAF TRACT, AND STOUT'S ADDITION, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CATIFORNIA, AS PER MAPS RECORDED IN BOOK 25, PAGE 62 AND BOOK 25, PAGE 49 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CATIFORNIA AND IN BOOK 6, PAGE 28 OF MISCELLANEOUS MAPS, RESPECTIVELY, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, LYING EASTERLY OF THE EASTERLY LINE OF THAT CERTAIN LAND DESCRIBED IN THE DEED TO THE COUNTY OF ORANGE RECORDED MARCH 24, 1966, IN BOOK 7879, PAGE 504 OF OFFICIAL RECORDS IN THE OFFICE OF SAID COUNTY RECORDER. THE AFOREDESCRIBED LAND INCLUDES THAT PORTION OF VAN NESS STREET AS ABANDONED PER RESOLUTION NO. 57-264, DATED OCTOBER 21, 1957, BY THE SANTA ANA CITY COUNCIL AND RECORDED OCTOBER 25, 1957, IN BOOK 4082, PAGE 105 OF OFFICIAL RECORDS IN THE OFFICE OF SAID COUNTY RECORDER. EXCEPTING THEREFROM THAT PORTION OF SAID LAND BOUNDED ON THE WEST BY THE EASTERLY LINE OF THAT CERTAIN LAND DESCRIBED IN THE DEED TO THE COUNTY OF ORANGE, RECORDED AUGUST 30, 1965, IN BOOK 7648, PAGE 672 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; BOUNDED ON THE EAST BY A LINE LYING 117.00 FEET EASTERLY OF AND PARALLEL WITH THE EASTERLY LINE OF THE LAND DESCRIBED IN SAID DEED; BOUNDED ON THE NORTH BY THE EASTERLY EXTENSION OF THE NORTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED; AND BOUNDED ON THE SOUTH BY THE EASTERLY EXTENSION OF THE. SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED. ALSO EXCEPTING THEREFROM THAT PORTION OF THE LAND CONVEYED TO THE ORANGE COUNTY CIVIC CENTER AUTHORITY PER DEED RECORDED IN BOOK 7978, PAGE 15 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THAT CERTAIN LAND DESCRIBED IN THE DEED TO THE COUNTY OF ORANGE AS RECORDED IN BOOK 7879, PAGE 504 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LAND 239.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTHERLY ALONG SAID SACTERLY LINE 126.00 FEET; THENCE EASTERLY AT RIGHT ANGLES TO THE LAST MENTIONED COURSE TO A LINE PARALLEL WITH AND 70.00 FEET EASTERLY, MEASURED AT RIGHT ANGLES, FROM THE EASTERLY LINE OF SAID LAND; THENCE NORTHERLY ALONG SAID LAST MENTIONED PARALLEL LINE 126.00 FEET; THENCE WESTERLY, 70.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2 : (CITY HALL PARKING LOT) ALL OF BLOCKS A, B, C AND D IN THE ROSS ADDITION, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 3, PAGES 534 AND 535, MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. TOGETHER WITH THOSE PORTIONS OF FOURTH, FIFTH, SIXTH, VAN NESS STREETS AND THE FAST HALF OF PARTON STREET, LYING ADJACENT TO SAID BLOCKS, AS ABANDONED PER RESOLUTION NO. 69-27, DATED FEBRUARY 17, 1969, BY THE SANTA ANA CITY COUNCIL AND RECORDED FEBRUARY 19, 1969, IN BOOK 8878, PAGE 863 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. LA1-70616.1 A-11 EXCEPTING THEREFROM THOSE PORTIONS THEREOF DECLARED TO BE PUBLIC STREETS PER RESOLUTION NO. 68-186, DATED DECEMBER 16, 1968, BY THE SANTA ANA CITY COUNCIL AND RECORDED DECEMBER 18, 1969, IN BOOK 8819, PAGE 934 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY: ALSO EXCEPTING THEREFROM LOTS 6 AND 7 AND THOSE PORTIONS OF LOTS 3, 4, 5 AND 8 OF BLOCK C OF SAID ROSS ADDITION AND THAT PORTION OF. PARTON STREET AND FIFTH STREET AS ABANDONED PER SAID RESOLUTION NO. 69-27, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF PARTON STREET, 50.00 FEET WIDE, WITH THE CENTERLINE OF HICKEY STREET, 50.00 FEET WIDE, (NOW NAMED CIVIC CENTER DRIVE) , AS SAID PARTON STREET AND HICKEY STREET ARE SHOWN ON A MAP OF HARTLEYS ADDITION TO THE TOWN OF SANTA ANA, RECORDED IN BOOK 23, PAGE 80 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE EAST ALONG SAID CENTERLINE OF HICKEY STREET A DISTANCE OF 277.69 FEET; THENCE SOUTH 00° 04' 04" EAST A DISTANCE OF 708.14 FEET; THENCE SOUTH 89° 55' 56" WEST A DISTANCE OF 329.37 FEET TO A POINT, SAID POINT BEING 519 .16 FEET EASTERLY FROM THE CENTERLINE OF FLOWER STREET AS SHOWN ON SAID MAP OF THE ROSS ADDITION TO SANTA ANA; THENCE SOUTH 00° 04' 04" EAST A DISTANCE OF 116.50 FEET; THENCE NORTH 89° 55' 56" EAST A DISTANCE OF 123 .00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 00° 04' 04" FAST A DISTANCE OF 166.67 FEET; THENCE NORTH 89° 55' 56" FAST A DISTANCE OF 120.00 FEET; THENCE NORTH 00° 04' 04" WEST A DISTANCE OF 166.67 FEET; THENCE SOUTH 89° 55' 56" WEST A DISTANCE OF 120.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 3 : (COUNCIL CHAMBERS) ALL THAT CERTAIN LAND IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CATIFORNIA, BEING A PORTION OF SIXTH STREET AS ABANDONED PER RESOLUTION 69-27 BY THE SANTA ANA CITY COUNCIL, RECORDED IN BOOK 8878, PAGE 863 OF OFFICIAL RECORDS, AND A PORTION OF THE LAND CONVEYED TO THE COUNTY OF ORANGE PER DEED RECORDED IN BOOK 7879, PAGE 504, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LAND CONVEYED TO THE COUNTY OF ORANGE; THENCE SOUTHERLY ALONG THE SOUTHERLY EXTENSION OF THE EASTERLY LINE OF SAID LAND 30.00 FEET TO THE CENTERLINE OF SIXTH STREET AS ABANDONED BY SAID RESOLUTION 69-27; THENCE WESTERLY ALONG SAID CENTERLINE' OF SIXTH STREET 60.00 FEET; THENCE NORTHERLY PARALLEL WITH SAID EASTERLY LINE, AND ITS SOUTHERLY EXTENSION, 147.00 FEET; THENCE EASTERLY PARALLEL WITH SAID CENTERLINE OF SIXTH STREET, 60.00 FEET TO SAID EASTERLY LINE; THENCE SOUTHERLY 117.00 FEET TO THE POINT OF BEGINNING. PARCEL 4: BEGINNING AT A POINT 28 FEET WEST FROM THE SOUTHEAST CORNER OF LOT 3 OF THE "GREENLEAF TRACT" AS SHOWN ON A MAP RECORDED IN BOOK 25, PAGE 49 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, C'ATIFORNIA, AND RUNNING THENCE WEST 95.75 FEET; THENCE SOUTH 50 FEET; THENCE FAST 95.75 FEET; AND THENCE NORTH 50 FEET TO THE POINT OF BEGINNING. A-12 PARCEL 5 : BEGINNING AT A POINT 219 FEET SOUTH AND 148.75 FEET WEST OF THE INTERSECTION OF THE CENTER LINES OF ROSS AND HICKEY STREETS, AS SAID STREETS ARE SHOWN ON A MAP OF "STOUT'S ADDITION TO SANTA ANA" , RECORDED IN BOOK 6, PAGE 28 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, SAID POINT OF BEGINNING BEING THE SOUTHEAST CORNER OF LOT "A" AS SHOWN ON SAID MAP; THENCE WEST 145.75 FEET TO A POINT IN VAN NESS AVENUE; THENCE NORTH PAPATLEL WITH THE EAST LINE OF VAN NESS AVENUE, 44 FEET; THENCE EAST 145.75 FEET TO A POINT DISTANT 148.75 FEET FROM THE CENTERLINE OF ROSS STREET, AS SHOWN ON SAID MAP; THENCE SOUTH 44 FEET TO THE POINT OF BEGINNING. EXCEPT FROM PARCELS 1 TO 5 ABOVE, THE RIGHTS TO TAKE WATER OR EXTRACT MINERALS, HYDROCARBONS OR OIL FROM ANY PORTION OF SAID LAND AS RESERVED IN VARIOUS DEEDS OF RECORD, ONE BEING RECORDED JUNE 30, 1966 IN BOOK 7977, PAGE 895, OFFICIAL RECORDS. A-13 SANTA ANA CORPORATE YARD (New) (For Purposes of Reference Only) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, DESCRIBED AS FOLLOWS : PARCEL A: LOTS 41 TO 51 INCLUSIVE OF TRACT NO. 2752 , AS SHOWN ON A MAP RECORDED IN BOOK 79 , PAGES 30 AND 31 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL B: THAT PORTION OF LOT 56 OF TRACT NO. 2752 , AS SHOWN ON A MAP RECORDED IN BOOK 79 , PAGES 30 AND 31 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 50 OF SAID TRACT NO. 2752 ; THENCE NORTH 00 DEGREES 06' 36" WEST ALONG THE WESTERLY LINES OF LOTS 50 AND 51 OF SAID TRACT, A DISTANCE OF 170. 00 FEET; THENCE SOUTH 89 DEGREES 53 ' 24" WEST 225 . 769 FEET; THENCE SOUTH 00 DEGREES 22' 06" EAST 171 . 016 FEET TO THE NORTHWEST CORNER OF LOT 46 OF SAID TRACT NO. 2752 ; THENCE NORTH 89 DEGREES 37' 54" EAST ALONG THE NORTHERLY LINES OF LOTS 46 AND 47 OF SAID TRACT, A DISTANCE OF 225 . 00 FEET TO THE POINT OF BEGINNING. PARCEL C: THAT PORTION OF LOT 56 OF TRACT NO. 2752, AS SHOWN ON A MAP RECORDED IN BOOK 79 , PAGES 30 AND 31 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS : BEGINNING AT THE NORTHWEST CORNER OF LOT 46 OF SAID TRACT NO. 2752 ; THENCE NORTH 00 DEGREES 22' 06" WEST 171 . 016 FEET; THENCE SOUTH 89 DEGREES 53 ' 24" WEST 223 .244 FEET; THENCE SOUTH 00 DEGREES 13 ' 03 " WEST 172 . 032 FEET TO THE NORTHWEST CORNER OF LOT 44 OF SAID TRACT NO. 2752 ; THENCE NORTH 89 DEGREES 37' 54" EAST ALONG THE NORTHERLY LINES OF LOTS 44 AND 45 OF SAID TRACT, A DISTANCE OF 225 . 00 FEET TO THE POINT OF BEGINNING. PARCEL D: THAT PORTION OF LOT 56 OF TRACT NO. 2752, AS SHOWN ON A MAP RECORDED IN BOOK 79 , PAGES 30 AND 31 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS : A-14 LA1-70616.1