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AUCTION AGENT AGREEMENT This AUCTION AGENT AGREEMENT, dated as of March 1, 1994 (the "Agreement"), between Meridian Trust Company of California, a banking corporation duly created and lawfully existing pursuant to the laws of the State of California, as trustee (the "Trustee") under an Indenture of Trust, dated as of March 1, 1994 (the "Indenture") between the Santa Ma Financing Authority (the "Authority") and the Trustee, and the Bank of New York; a New York corporation, as auction agent (together with its successors and assigns, the "Auction Agent"). WHEREAS, the Authority proposes to cause the Trustee to authenticate and deliver $107,399,438.50 aggregate principal amount of its Santa Ma Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A, consisting of $10,600,000 aggregate principal amount of Auction Rate Securities (the "ARS") and $10,600,000 aggregate principal amount of Inverse Rate Securities (the "IRS") pursuant to the Indenture. The Trustee is entering into this Agreement as agent for the Beneficial Owners of the ARS and IRS pursuant to the Indenture. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Trustee and the Auction Agent agree as follows: Section 1. Definitions and Rules of Construction. 1.1. Terms Defined by Reference. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Indenture or Appendix A thereto. 1.2. Terms Defined Herein. As used herein and in each Exhibit hereto, the following terms shall have the following meanings, unless the context otherwise requires: "Auction" shall have the meaning specified in Section 2.1 hereof. "Auction and Settlement Procedures" shall mean those procedures set forth in Exhibit C hereto. "Auction Agent Fee" shall have the meaning specified in Section 6.4 hereof. "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. LA1-69756.2 '..