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FIRST SUPPLEMENT TO <br />MASTER INSTALLMENT PURCHASE AGREEMENT <br />This FIRST SUPPLEMENT TO MASTER INSTALLMENT PURCHASE <br />AGREEMENT, made and entered into as of 1, 2024 (this "Supplement"), by and <br />between the CITY OF SANTA ANA, a charter city and municipal corporation organized and <br />existing under and by virtue of the Constitution and the laws of the State of California and its <br />Charter (the "City"), and the SANTA ANA PUBLIC FINANCING AUTHORITY, a joint exercise <br />of powers authority and public entity duly organized and existing under and by virtue of the State <br />of California (the "Authority"); <br />WITNESSETH: <br />WHEREAS, the City previously financed the acquisition, construction and installation of <br />certain improvements to its Water System (the "Project") (capitalized terms used herein shall have <br />the meanings given such teens in Section 1.01) through the incurrence of certain Prior Obligations, <br />defined herein. <br />WHEREAS, the City desires to finance and refinance the Project by prepaying the Prior <br />Obligations; <br />WHEREAS, concurrently with the prepayment of the Prior Obligations, the City will <br />reacquire the Project and will resell the Project to the Authority and then repurchase the Project <br />from the Authority pursuant to this Supplement; <br />WHEREAS, the City and the Authority have heretofore entered into a Master Installment <br />Purchase Agreement, dated as of 1, 2024 (the "Agreement"), pursuant to which the <br />Authority has agreed to provide the Project and any Components thereof to the City and the City <br />has agreed from time to time to purchase the Project and/or Components thereof as are specified <br />in a Supplement, and has declared the conditions and terms upon which obligations such as <br />installment payments (the "Component Installment Payments"), and the interest thereon, are to be <br />incurred and secured; <br />WHEREAS, the Authority proposes to assign without recourse certain of its rights under <br />and pursuant to this Supplement to U.S. Bank Trust Company, National Association, as trustee <br />(the "Trustee"); <br />WHEREAS, in consideration of such assignment and the execution and entering into of <br />the Indenture, dated as of the date hereof, by and between the Trustee and the Authority, the <br />Authority has agreed to issue its Santa Ana Public Financing Authority Water Revenue Bonds, <br />Series 2024 (Payable Solely from Installment Payments Secured by Water System Net Revenues) <br />(the "Component Obligation Series 2024"); <br />WHEREAS, a portion of the proceeds of the Component Obligation Series 2024 will be <br />used to provide for the prepayment of the Prior Obligations; and <br />55394.00068\42086635.3 <br />