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$27,725,000 COUNTYWIDE PUBLIC FINANCING AUTHORITY 1996 REVENUE BONDS BOND PURCHASE AGREEMENT July 16, 1996 Board of Directors Countywide Public Financing Authority c/o City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Honorable Directors: The undersigned, Stone& Youngberg LLC (the "Underwriter"), offers to enter into this bond purchase agreement (the "Purchase Contract") with the Countywide Public Financing Authority (the "Authority"), which will be binding upon the Authority and the Underwriter upon the acceptance hereof by the Authority and the approval of each of the cities listed in Appendix B hereto (with such additions or deletions from such list as are agreed to by the Purchaser) (such cities shall be referred to herein as the "Members") pursuant to the Member Letters of Representation (as hereinafter defined). This offer is made subject to its acceptance by the Authority by execution of this Purchase Contract and its delivery hereof to the Underwriter on or before 4:00 p.m., California time, on July 31, 1996 and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture of Trust, dated as of July 1, 1996, (the "Indenture"), by and between the Authority and U.S. Trust Company of California, N.A. (the "Trustee"). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of representations, warranties and agreements set forth herein and in each of the Letters of Representation, dated the date hereof and executed and delivered by the Members, a form of which is attached hereto as Exhibit B (each.a "Letter of Representation and, collectively, the "Member Letters of Representation"), the Underwriter hereby agrees to purchase from the Authority for offering to the public, and the Authority hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of$27,725,000.00 aggregate principal amount of the Countywide Public Financing Authority 1996 Revenue Bonds (the "Bonds"), at an aggregate purchase price of$27,443,622.90 (constituting the aggregate principal amount of the Bonds, less an original issue discount of$95,619.60, and less an Underwriter's discount of$185,757.50). The Bonds shall be dated the date of delivery and shall have the maturities and bear interest at the rates per annum as set forth in Appendix A hereto. Payment for and delivery of the Bonds, and the other actions contemplated hereby, shall take place on July 31, 1996, or such other date as may be agreed to between the Authority and the Underwriter (the "Closing Date"). 2. Authorization and Purpose. The Authority was formed pursuant to the Joint Exercise of Powers Agreement, dated June 19, 1996, by and among the Members, and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act"). KMLYDDAN 26982 257329 6