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Quint & Thinunig LLP <br />LETTER AGREEMENT FOR PURCHASE <br />November 6, 2013 <br />City of Santa Ana <br />20 Civic Center Plaza <br />Santa Ana, CA, 92701 <br />Attention: City Manager <br />Santa Ana Financing Authority <br />20 Civic Center Plaza <br />,Manta Ana, CA, 92701 <br />Attention: Executive Director <br />A -2014 -133 -E <br />04/30/7.4 <br />05/28/14 <br />Re: $ Lease Agreement, dated as of June 1, 2014, by and between the Santa Ana <br />Financing Authority and the City of Santa Ana, assigned to Wes Prn A&n e Pnbli <br />Ladies and Gentlemen: <br />The undersigned, <br />W APF and CB, collectively, the "Purchaser& "), offer, upon the following terms, to acquire (i) the <br />rights, title and interest of Santa Ana Financing Authority (the "Authority") under the Lease <br />Agreement (hereinafter defined), including its rights to receive Lease Payments to be made by <br />the City of Santa Ana (the "City") under the Lease Agreement, dated as of June 1, 2014 (the <br />"Lease Agreement " }, by and between the City and he Authority; prpvlded that the Authority's <br />rights to indemnificatipn and paymenfi or reimbursement far any costs or expenses thereunder <br />have been retaixled by the Authorify to the extent such rights accrue tp the Authority and shall <br />have been assigned to the Purchasers to the extent such rights accrue to the PurchaserA, by <br />entering into an ara assign® rnent agreements, each dated as of June 1, 2014 (gdkctivety. the <br />"Assignment Agreements " }, with the Authority, and (ii) except for the Authprity's obligation <br />under Section 4 thereof, the rights, title and interest pf tkte Authority under the Site and Facility <br />Lease, dated as of June 1, 207.4 (the "Site and Facility Lease "), by and between the City and, the <br />Authority. <br />Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto <br />in the Lease Agreement. <br />1. Purchase and Purchase Price; Terms of Authority's Obligations. The City and the Authority <br />agree to execute and deliver the Site and Facility Lease and the Lease Agreement, and the <br />Purchasers alto purchase the Authority's rights, title and interest under the Lease <br />Agreement, as described more specifically above and in the Assignment Agreements, at all <br />aggreg= purchase price of $ . The Lease Payments under the Lease Agreement, <br />the- amouxtits allocable to each of the Purchasers and the interest ratel applicable thereto shall be <br />as shown in Exhibits A-1 A -2, , A--3 hereto (with the totaJc>f all Lease Pay jn <br />Pxhibi A- 4heretol. mm..._._�_ <br />19014.10 <br />l <br />