SAFA & CITIGROUP GLOBAL - 2004 - Laserfiche WebLink

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Authority's right to receive the Base Rental due under the Lease Agreement and to exercise remedies upon default under such Lease Agreement shall be assigned to the Trustee for the benefit of the owners of the Bonds pursuant to an Assignment Agreement, dated as of March I, 1994, by and between the Authority and Meridian Trust Company of California, as prior trustee, as amended by the First Amendment to Assignment Agreement (collectively, the "Assignment Agreement"), dated as of February I, ZO04 by and between the Authority and BNY Western Trust Company, as successor trustee (the "Trustee"). The Bonds shall be as described in, and shall be secured under and pursuant to an Indenture, dated as of March 1,1994, by and between the Authority and Meridian Trust Company of California, as prior trustee, as amended and supplemented including by the First Supplemental Indenture, dated as of February 1,2004, by and between the Authority and the Trustee (collectively, the "Indenture") substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Authority, the City and the Underwriter. The proceeds of the Bonds shall be used to (i) provide for the advance refunding and defeasance of a portion of the $107,399,438.50 Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Refunding Bonds, Series 1994A (the "1994 Bonds") in an aggregate principal amount of $38,830,000 (the "Refunded Bonds"), and related City base rental payment obligations, (ii) fund the Reserve Account established under the Indenture, and (iii) pay for the costs of issuance of the Bonds, including the premium with respect to a financial guaranty insurance policy (the "Policy") to be issued by MBIA Insurance Corporation (the "Insurer"). Section 3. Public Offering. The Underwriter agrees to make an initial public offering of all the Bonds at the public offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as they deem necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. Section 4. The Official Statement. By its acceptance of this proposal, the Authority and the City ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of the preliminary official statement relating to the Bonds dated February Z7, ZO04 (including the cover page, all appendices and all information incorporated therein, the "Preliminary Official Statement") that authorized officers of the City deemed "final" as of its date, for purposes of Rule 15cZ-IZ promulgated under the Securities Exchange Act of 1934 ("Rule 15cZ-IZ") except for certain omissions permitted to be omitted therefrom by Rule 15cZ-IZ. The Authority and the City hereby agree to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Bonds (including all information previously permitted to have been omitted by Rule 15cZ-IZ) the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority, the City and the Underwriter (the "Official Statement") in such quantity as the Underwriter shall reasonably request to comply with Securities and Exchange Commission Rule 15cZ-12(b)(4) and the rules of the Municipal Securities Rulemaking Board (the "MSRB"). The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the Bonds prior to delivery by the Underwriter to the purchaser of a copy of the Official Z DOCSOC\1014263v4\22452.0102