Item PFA-3 - Water Revenue Bonds

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INDENTURE THIS INDENTURE, made and entered into as of 1, 2024, by and between the SANTA ANA PUBLIC FINANCING AUTHORITY, a California joint exercise of powers authority and public entity duly organized and existing under and by virtue of the laws of the State of California (the "Authority"), and U.S. Bank Trust Company, National Association, a national banking association organized and existing under and by virtue of the laws of the United States, as trustee (the "Trustee"); WITNESSETH: WHEREAS, the Authority was incorporated to provide financial assistance to the City of Santa Ana (the "City"); WHEREAS, the City desires from time to time to acquire, construct, install and improve its water system as more fully described in Exhibit A to the Master Installment Purchase Agreement, dated as of , 2024 (the "Installment Purchase Agreement"), by and between the City and the Authority, and as modified in accordance with the provisions thereof (the "Project"); WHEREAS, concurrently with the prepayment of the Prior Obligations defined herein, the City will reacquire the Project and will resell the Project to the Authority and then repurchase the Project from the Authority pursuant to the provisions of the Installment Purchase Agreement and First Supplement to Master Installment Purchase Agreement (the "First Supplemental Agreement"), dated as of the date hereof; WHEREAS, to provide funds for the purchase of the Project, in order that the Project or Components thereof may be sold to the City pursuant to the Installment Purchase Agreement, the Authority desires to issue its Water Revenue Bonds, Series 2024 (Payable Solely from Installment Payments Secured by Water System Net Revenues) (the "2024 Bonds"), in the aggregate principal amount of $ ; WHEREAS, the 2024 Bonds will be secured by the payments to be made by the City pursuant to the Installment Purchase Agreement as supplemented by the First Supplemental Agreement; WHEREAS, in order to provide for the authentication and delivery of the 2024 Bonds and any additional bonds issued hereunder (the 2024 Bonds and any such additional bonds being collectively referred to as the "Bonds"), to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Indenture; and WHEREAS, the Authority has determined that all acts and proceedings required by law necessary to make the Bonds, when issued and executed by the Authority and authenticated and delivered by the Trustee, the valid, binding and legal limited obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth 55394.00068\42092121.3