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EXHIBIT A FORM OF SECOND SUPPLEMENTAL INDENTURE This SECOND SUPPLEMENTAL INDENTURE (this "Second Supplement'), dated as of July 1, 2014, is made between by and between the SANTA ANA FINANCING AUTHORITY, a joint exercise of powers authority of the State of California (the "Authority "), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under and by virtue of the laws of the United States of America (the "Trustee "), amending that certain Indenture, dated as of March 1, 1994 (the 'Indenture "), by and between the Authority and Meridian Trust Company of California, as trustee (the "Original Trustee "), as amended as of February 1, 2004 (the "First Supplement'), by and between the Authority and BNY Western Trust Company, as successor trustee (the "First Successor Trustee "). WHEREAS, the Authority and the Original Trustee executed and delivered the Indenture under and pursuant to which the Authority issued its $107,399,438.50 Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "1994 Bonds "); WHEREAS, the Authority and the First Successor Trustee executed and delivered the First Supplement pursuant to which the Authority issued its $38,845,000 Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Refunding Bonds, Series 2004A (the "2004 Bonds "), issued to provide for the defeasance and refunding of a portion of the 1994 Bonds; WHEREAS, the 2004 Bonds have been fully paid and are no longer outstanding; WHEREAS, the 1994 Bonds are outstanding in the principal amount of $67,100,000 outstanding; WHEREAS, in June 2014, the City of Santa Ana entered into a lease financing whereby a portion of the proceeds thereof was used to defease to maturity 50 %, or $33,550,000, of the outstanding 1994 Bonds; WHEREAS, by virtue of such defeasance, 50% of the 1994 Bonds were designated as "defeased" 1994 Bonds and 50% of the 1994 Bonds were designated as "non - defeased" 1994 Bonds, requiring the assignment of new CUSIP numbers to the "defeased" 1994 Bonds and to the "non - defeased" 1994 Bonds to distinguish them from the original 1994 Bonds; WHEREAS, by virtue of the 50% split of the 1994 Bonds, the "defeased" 1994 Bonds and "non- defeased" 1994 Bonds maturing on July 1, 2016, and on July 1, 2018, no longer satisfy the requirement of the Indenture that the 1994 Bonds be issued in the denomination of $5,000 and integral multiples of $5,000; Exhibit A Page 1