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The Bonds are being issued pursuant to the Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code, and the Indenture, in order to finance the acquisition, construction and installation of a portion of the Orange County Countywide 800 Mhz communications system for the Members, and to finance capital projects for certain Members throughout their geographic boundaries (collectively, the "Projects"). In addition, a portion of the proceeds from the sale of the Bonds will be used (i) to pay the costs of issuance of the Bonds and (ii) to fund the Reserve Account (as defined in the Indenture). The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of, the Indenture. The Authority, as lessee, shall enter into a Site and Facility Lease, dated July 1, 1996, with each of the Members, as lessors, pursuant to which the Authority shall lease certain real property and facilities from such Member (each a "Site Lease" and, collectively, the "Site Leases"). Each Member shall lease such real property and facilities back from the Authority pursuant to individual Lease Agreements, each dated July 1, 1996, by and between the Authority, as the lessor, and each such Member, as lessee (each a "Lease Agreement" and collectively, the "Lease Agreements"). The Bonds and interest thereon shall be secured by the lease payments due and payable by each of the Members pursuant their respective Lease Agreements. The lease payments due to the Authority pursuant to the terms of the Lease Agreements have been calculated to be sufficient, in the aggregate, to enable the Authority to pay the principal of and interest and premium, if any, on the Bonds with due and payable. The Bonds shall be subject to redemption as provided in the Indenture. 3. Public Offering. The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) set forth on Appendix A attached hereto and by this reference incorporated herein. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 4. Delivery of the Letters of Representation and the Official Statement. At the time of acceptance hereof by the Authority, the Authority shall cause to be delivered to the Underwriter a Letter of Representation from each of the Members. As soon as practicable, and no later than seven (7) business days after its acceptance hereof, the Authority shall deliver to the Underwriter (i) one copy of the Official Statement relating to the Bonds (which, together with all appendices attached thereto and such amendments or supplements thereto as shall be approved by the Underwriter and the Authority, is hereinafter called the "Official Statement"), manually executed on behalf of the Authority by its Chairman or other officer of the Authority duly authorized by the Authority, and (ii) such reasonable number of certified or conformed copies of the foregoing as the undersigned may request in order to comply with Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12"), applicable Municipal Securities Rulemaking Board rules and other regulatory requirements relating to the issuance and sale of the Bonds. The Authority hereby authorizes the use of the Official Statement in connection with the public offering and sale of the Bonds. The Authority also consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement of the Authority dated July 10, 1996 relating to the Bonds (which, together with all appendices thereto, is herein called the "Preliminary Official Statement") in connection with the public offering of the Bonds. The Authority hereby ratifies the use by the Underwriter of the Preliminary Official Statement, the Indenture and any other documents or contracts to which the Authority is a party, including this Purchase Contract, and all information contained therein, and all other documents, certificates, and statements furnished by the KMLYDDAN 26982 257329 6 2