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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 August 1, 2014 (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 FINANCING AUTHORITY, a joint exercise of <br />powers authority and public entity duly organized and existing under and by virtue of the State of <br />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 <br />have the meanings given such teens in Section 1.01) through the incurrence of certain Prior <br />Obligations, 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 <br />Installment Purchase Agreement, dated as of August 1, 2014 (the "Agreement "), pursuant to <br />which the Authority has agreed to provide the Project and any Components thereof to the City <br />and the City has agreed from time to time to purchase the Project and /or Components thereof as <br />are specified in a Supplement, and has declared the conditions and terms upon which obligations <br />such as installment payments (the "Component Installment Payments "), and the interest thereon, <br />are to be incurred and secured; <br />WHEREAS, the Authority proposes to assign without recourse certain of its rights under <br />and pursuant to this Supplement to The Bank of New York Mellon Trust Company, N.A., as <br />trustee (the "Trustee "); <br />WHEREAS, in consideration of such assigmnent 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 Financing Authority Water Revenue Refimding <br />Bonds, Series 2014 (Payable Solely from Installment Payments Secured by Water System Net <br />Revenues) (the "Component Obligation Series 2014 "); <br />WHEREAS, a portion of the proceeds of the Component Obligation Series 2014 will be <br />used to provide for the prepayment of the Prior Obligations; and <br />55394.00011 \8752854.4 1 <br />