SANTA ANA FINANCING AUTHORITY (WITH BANK OF NEW YORK MELLON TRUST)

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WHEREAS, the Authority and the Trustee will receive, as a condition precedent to the effectiveness of this Second Supplement, an Opinion of Counsel confirming that this Second Supplement is made for the purpose of curing and ambiguity or of correcting, curing or supplementing any defective provision contained in the Indenture and does not adversely affect the interest of the Owners of the 1994 Bonds or the Bond Insurer; NOW, THEREFORE, the parties hereto, for good and valuable consideration the receipt of which is acknowledged, and intending to be legally bound hereby, agree as follows: Section 1. Definitions. All defined terms used in this Second Supplement and the Recitals hereto, unless defined elsewhere in this Second Supplement, shall have the meanings given to those terms in the Indenture. Section 2. Amendment of Section 1.01 of the Indenture. The definition of "Authorized Denomination" set forth in Section 1.01 of the Indenture is hereby amended in full as follows: _- Authorized Denominations The term "Authorized Denominations" means, with respect to Current Interest Bonds, $5,000 and any integral multiple of $5,000 and, with respect to Capital Appreciation Bonds, $5,000 maturity amount, being denominations of initial principal amount (as set forth in Section 2.02 hereof for 1994 Bonds) for Capital Appreciation Bonds of the corresponding maturity, or any integral multiple thereof; provided, however, that in connection with the June 2014 defeasance of 50% of the 1994 Bonds, "Authorized Denominations" with respect to the 1994 Bonds maturing on July 1, 2016, and July 1, 2018, means $5,000 and any integral multiple of $2,500. Section 6. Survival. Except as specifically provided in this Second Supplement, all terms and conditions of the Indenture shall remain in full force and effect, unaltered and unamended hereby. Section 7. Counterparts. This Second Supplement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Section 8. Governing Law. This Second Supplement shall be governed by and construed and interpreted in accordance with the Constitution and laws of the State of California without giving effect to conflict of laws principles thereof. Section 9. Headings. Headings of Sections in this Second Supplement are for reference purposes only and shall not be deemed to have any substantive effect. -2-