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WHEREAS, in 2003, the Former RDA issued and sold $20,945,000 aggregate principal
<br />amount of its Community Redevelopment Agency of the City of Santa Ana, South Main Street
<br />Redevelopment Project, Tax Allocation Bonds, Series 2003A, of which $ aggregate
<br />principal amount is currently outstanding (the "Series 2003A Bonds"), and $34,145,000
<br />aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana,
<br />South Main Street Redevelopment Project, Tax Allocation Refunding Bonds, Series 2003B, of
<br />which $ aggregate principal amount is currently outstanding (the "Series 2003B Bonds"
<br />and, together with the Series 2003A Bonds, the "Series 2003 Bonds"), pursuant to a First
<br />Supplement to Indenture with respect to the Series 2003A Bonds, dated as of April 1, 2003 (the
<br />"2003 First Supplement'), and a Second Supplement to Indenture with respect to the Series
<br />2003B Bonds, dated as of May 1, 2003 (the "2003 Second Supplement'), each by and between
<br />the Former RDA and BNY Western Trust Company (predecessor in interest to The Bank of New
<br />York Mellon Trust Company, N.A.), as successor trustee (the "2003 Trustee") and each
<br />supplementing that Indenture dated as of August 1, 1993, by and between the Agency and Dai-
<br />Ichi Kangyo Bank of California (the "1993 Indenture" and, as supplemented and amended by the
<br />2003 First Supplement and the 2003 Second Supplement, the "2003 Indenture"), secured by and
<br />payable from tax increment revenues allocated to the South Main Street Redevelopment Project,
<br />and which Series 2003 Bonds are subject to optional redemption at any time at a redemption
<br />price equal to the outstanding principal amount thereof, plus interest due thereon to the date fixed
<br />for redemption, without premium; and
<br />WHEREAS, in 2011, the Former RDA issued and sold $66,790,000 aggregate principal
<br />amount of its Community Redevelopment Agency of the City of Santa Ana Tax Allocation
<br />Bonds (Merged Project Area), 2011 Series A, of which $ aggregate principal amount is
<br />currently outstanding (the "Series 2011 Bonds" and, together with the Series 2003 Bonds, the
<br />"Refunded Bonds"), pursuant to an Indenture of Trust, dated as of February 1, 2011 (the "Series
<br />2011 Indenture"), between the Former RDA and The Bank of New York Mellon Trust Company,
<br />N.A., as trustee, which Series 2011 Bonds are subject to refunding and defeasance in accordance
<br />with the Series 2011 Indenture but are not subject to optional redemption until March 1, 2021;
<br />WHEREAS, the Agency has determined to refund and defease the Refunded Bonds; and
<br />WHEREAS, the Agency has determined to issue its Successor Agency to the former
<br />Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds
<br />(Merged Project Area), Series 2018A (Tax Exempt) (the "Series 2018A Bonds") and Tax
<br />Allocation Refunding Bonds, Series 2018B (Federally Taxable) (the "Series 2018B Bonds" and,
<br />together with the Series 2018A Bonds, the "Series 2018 Bonds"), in order to refund the
<br />Refunded Bonds, purchasing a Qualified Reserve Account Credit Instrument for deposit to the
<br />reserve account for the Series 2018 Bonds and pay the costs of issuance of the Series 2018
<br />Bonds; and
<br />WHEREAS, the Bonds will be secured by a pledge of, and lien on, and shall be repaid
<br />from Tax Revenues (as defined herein) and certain moneys deposited from time to time in the
<br />Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section
<br />34172 of the California Health and Safety Code; and
<br />4150-2542-5420.3
<br />40990-25
<br />SA -3-20
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