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INDENTURE OF TRUST
<br /> This INDENTURE OF TRUST, made and entered into as of July 1, 1996, is by and
<br /> between the COUNTYWIDE PUBLIC FINANCING AUTHORITY, a joint exercise of powers
<br /> authority duly organized and existing under and by virtue of the laws of the State of California
<br /> (the "Authority"), and U.S. TRUST COMPANY OF CALIFORNIA, N.A., a national banking
<br /> association organized and existing under the laws of the United States of America with a
<br /> corporate trust office in Los Angeles, California, being qualified to accept and administer the
<br /> trusts hereby created (the "Trustee");
<br /> WITNESSETH :
<br /> WHEREAS, the Authority is a joint exercise of powers authority duly organized and
<br /> existing under and pursuant to that certain Joint Exercise of Powers Agreement,dated June 19,
<br /> 1996, by and among the Cities of Brea, Buena Park, Fullerton, Garden Grove, Orange, Santa
<br /> Ana,Seal Beach, Stanton and Tustin (collectively, the "Members"), and under the provisions of
<br /> Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the
<br /> California Government Code (the "Act"), and is authorized pursuant to Article 4 (commencing
<br /> with section 6584) of the Act (the "Bond Law") to borrow money for the purpose of financing
<br /> the acquisition of bonds,notes and other obligations of, or for the purpose of making loans to,
<br /> public entities,including the Members,and to provide financing for public capital improvements
<br /> of public entities,including the Members;and
<br /> WHEREAS, the Members each wish to finance their proportionate share of the Orange
<br /> County Countywide 800 MHz communications system and to finance other capital
<br /> improvements within the geographic boundaries of the certain of the Members (collectively,the
<br /> "Project");
<br /> WHEREAS, for the purpose of providing financing for the Project, the Authority has
<br /> determined to issue its Countywide Public Financing Authority 1996 Revenue Bonds, in the
<br /> aggregate principal amount of $27,725,000 (the "Bonds"), all pursuant to and secured by this
<br /> Indenture in the manner provided herein;and
<br /> WHEREAS, in order to provide for the repayment of the Bonds, each Member has
<br /> agreed to lease certain real property and improvements to the Authority and to lease-back such
<br /> real property and improvements from the Authority pursuant to separate lease agreements,
<br /> each dated as of July 1, 1996, by and between the Authority, as lessor, and such Member, as
<br /> lessee,under which such Members,in the aggregate,have agreed to make certain lease payments
<br /> to the Authority which have been calculated to be sufficient to enable the Authority to pay the
<br /> principal of and interest and premium (if any) on the Bonds when due and payable;and
<br /> WHEREAS, in order to provide for the authentication and delivery of the Bonds, to
<br /> establish and declare the terms and conditions upon which the Bonds are to be issued and
<br /> secured and to secure the payment of the principal thereof and interest and premium, if any,
<br /> thereon,the Authority has authorized the execution and delivery of this Indenture;
<br /> WHEREAS, all acts and proceedings required by law necessary to make the Bonds,
<br /> when executed by the Authority, authenticated and delivered by the Trustee, and duly issued,
<br /> the valid,binding and legal special obligations of the Authority,and to constitute this Indenture
<br /> a valid and binding agreement for the uses and purposes herein set forth in accordance with its
<br /> terms,have been done and taken,and the execution and delivery of the Indenture have been in
<br /> all respects duly authorized;
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