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Qo Ro the provisions of the Original Indenture (the Original Lease as so amended is referred to as the "Lease"); The City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to refinance such portion of the Project through the offering and sale of Additional Bonds, designated "Santa Aha Financing Authority Police Administration and Holding Facility Lease Revenue Refunding Bonds, Series 2004A" (the "Series 2004A Bonds"), payable from the additional Base Rental; The Authority and the Trustee desire to enter into a First Amendment to Assignment Agreement in order to amend the Original Assignment Agreement so as to expressly provide that all rights to receive the Base Rental, including the additional Base Rental provided for in the First Lease Amendment, have been assigned without recourse by the Authority to the Trustee; The Authority and the City desire that the Trustee and the Authority enter into a First Supplemental Indenture (the "First Supplemental Indenture") in order to provide for the issuance of the Series 2004A Bonds; The Series 2004A Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the "Act"); The funds representing the prepayment of the portion of the Base Rental payable by the City under the Original Lease with respect to the portion of the Project to be refinanced will be applied to the payment and prepayment of the Base Rental thereunder pursuant to an Escrow Agreement (the "Escrow Agreement") by and among the City, the Authority and BNY Westem Trust Company, as escrow bank; Citigroup Global Markets Inc., as underwriter (the "Underwriter"), has submitted to the City and the Authority a proposed form of an agreement to purchase the Series 2004A Bonds in the form of a Bond Purchase Agreement (the "Purchase Contract"); A form of the Preliminary Official Statement (the "Preliminary Official Statement") to be distributed in connection with the public offering of the Series 2004A Bonds has been prepared; Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") requires that, in order to be able to purchase or sell the Series 2004A Bonds, the Underwriter must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Series 2004A Bonds to provide disclosure of Resolutio na=~. ~4-0(~b_ Page 199 · P~l~f~ll~ ·