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SECOND SUPPLEMENTAL INDENTURE
<br />This SECOND SUPPLEMENTAL INDENTURE (this "Second Supplement"), dated as of
<br />July 1, 2014, is made between by and between the SANTA ANA FINANCING AUTHORITY, a
<br />joint exercise of powers authority of the State of California (the "Authority"), and THE BANK
<br />OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized
<br />and existing under and by virtue of the laws of the United States of America (the "Trustee"),
<br />amending that certain Indenture, dated as of March 1, 1994 (the "Indenture"), by and between
<br />the Authority and Meridian Trust Company of California, as trustee (the "Original Trustee"), as
<br />amended as of February 1, 2004 (the "First Supplement'), by and between the Authority and
<br />BNY Western Trust Company, as successor trustee (the "First Successor Trustee").
<br />WHEREAS, the Authority and the Original Trustee executed and delivered the
<br />Indenture under and pursuant to which the Authority issued its $107,399,438.50 Santa Ana
<br />Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series
<br />1994A (the "1994 Bonds");
<br />WHEREAS, the Authority and the First Successor Trustee executed and delivered the
<br />First Supplement pursuant to which the Authority issued its $38,845,000 Santa Ana Financing
<br />Authority Police Administration and Holding Facility Lease Revenue Refunding Bonds, Series
<br />2004A (the "2004 Bonds"), issued to provide for the defeasance and refunding of a portion of
<br />the 1994 Bonds;
<br />WHEREAS, the 2004 Bonds have been fully paid and are no longer outstanding;
<br />WHEREAS, the 1994 Bonds are outstanding in the principal amount of $67,100,000
<br />outstanding;
<br />WHEREAS, in June 2014, the City of Santa Ana entered into a lease financing whereby a
<br />portion of the proceeds thereof was used to defease to maturity 50%, or $33,550,000, of the
<br />outstanding 1994 Bonds;
<br />WHEREAS, by virtue of such defeasance, 50% of the 1994 Bonds were designated as
<br />"defeased" 1994 Bonds and 50% of the 1994 Bonds were designated as "non-defeased" 1994
<br />Bonds, requiring the assignment of new CUSIP numbers to the "defeased" 1994 Bonds and to
<br />the "non-defeased" 1994 Bonds to distinguish them from the original 1994 Bonds;
<br />WHEREAS, by virtue of the 50% split of the 1994 Bonds, the "defeased" 1994 Bonds and
<br />"non-defeased" 1994 Bonds maturing on July 1, 2016, and on July 1, 2018, no longer satisfy the
<br />requirement of the Indenture that the 1994 Bonds be issued in the denomination of $5,000 and
<br />integral multiples of $5,000;
<br />WHEREAS, it is therefore necessary to amend the Indenture to permit the "defeased"
<br />1994 Bonds and the "non-defeased" 1994 Bonds maturing on July 1, 2016, and July 1, 2018, to be
<br />issued in the denomination of $5,000 and integral multiples of $2,500;
<br />WHEREAS, Section 8.01(a) of the Indenture, authorizes the execution of a supplement to
<br />the Indenture without the consent of the owners of the 1994 Bonds, after the receipt of an
<br />approving Opinion of Counsel, to make such provisions for the purpose of curing and
<br />ambiguity or of correcting, curing or supplementing any defective provision contained therein
<br />or in regard to questions arising thereunder which the Authority may deem desirable or
<br />necessary and not inconsistent therewith and which shall not adversely affect the interest of the
<br />Owners of the 1994 Bonds or the Bond Insurer; and
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