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WHEREAS, the City agreed to serve as the successor agency (referred to herein as the
<br />"Successor Agency") to the Former RDA commencing upon the dissolution of the Former RDA
<br />on February 1, 2012 pursuant to ABX1 26;
<br />WHEREAS, on June 27, 2012 as part of the Fiscal Year 2012-2013 State of California
<br />budget bill, the Governor signed into law Assembly Bill 1484 ("AB 1484"), which modified or
<br />added to some of the provisions of ABX1 26, including provisions related to the refunding of
<br />outstanding redevelopment agency bonds and the expenditure of remaining bond proceeds derived
<br />from redevelopment agency bonds issued on or before December 31, 2010;
<br />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 $12,545,000 aggregate
<br />principal amount will be outstanding as of September 2, 2018 (the "Series 2003A Bonds"), and
<br />$34,145,000 aggregate principal amount of its Community Redevelopment Agency of the City of
<br />Santa Ana, South Main Street Redevelopment Project, Tax Allocation Refunding Bonds, Series
<br />2003B, of which $2,820,000 aggregate principal amount will be outstanding as of September 2,
<br />2018 (the "Series 2003B Bonds" and, together with the Series 2003A Bonds, the "2003 Bonds"),
<br />pursuant to a First Supplement to Indenture with respect to the Series 2003A Bonds, dated as of
<br />April 1, 2003 (the "2003 First Supplement'), and a Second Supplement to Indenture with respect
<br />to the Series 2003B Bonds, dated as of May 1, 2003 (the "2003 Second Supplement'), each by
<br />and between the Former RDA and BNY Western Trust Company (now known as The Bank of
<br />New 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 Former RDA and
<br />Dai-Ichi Kangyo Bank of California (the "1993 Indenture" and, as supplemented and amended by
<br />the 2003 First Supplement and the 2003 Second Supplement, the "2003 Indenture"), secured by
<br />and payable from tax increment revenues allocated to the South Main Street Redevelopment
<br />Project, and which 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;
<br />WHEREAS, on February 4, 2011, the Former RDA issued and sold $66,790,000 aggregate
<br />principal amount of its Community Redevelopment Agency of the City of Santa Ana Tax
<br />Allocation Bonds (Merged Project Area), 2011 Series A, of which $64,840,000 aggregate principal
<br />amount will be outstanding as of September 2, 2018 (the "Series 2011 Bonds" and, together with
<br />the Series 2003 Bonds, the "Refunded Bonds"), pursuant to an Indenture of Trust, dated as of
<br />February 1, 2011 (the "2011 Indenture"), between the Former RDA and The Bank of New York
<br />Mellon Trust Company, N.A., as trustee, which Series 2011 Bonds are subject to refunding and
<br />defeasance in accordance with the 2011 Indenture but are not subject to optional redemption until
<br />March 1, 2021 and are therefore not eligible for a tax-exempt advance refunding;
<br />WHEREAS, there is approximately $5;831,788.68 of unspent proceeds of the Series 2011
<br />Bonds which will be applied subject to Section 34191.4(c)(2) of the Health and Safety Code of the
<br />State of California and as approved by the Department of Finance, and depending on the
<br />determination of the Department of Finance, the balance of unspent proceeds of the Series 2011
<br />Bonds will be applied to the defeasance of the Series 2011 Bonds;
<br />4154-5855-2844.7
<br />SA -3-6
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