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WHEREAS, in 2003, the Former RDA issued and sold $20,945,000 aggregate principal
<br />amount of its Community Redevelopment Agency of the City of Santa Ana, South Main Street
<br />Redevelopment Project, Tax Allocation Bonds, Series 2003A, of which $ aggregate
<br />principal amount is currently outstanding (the "Series 2003A Bonds "), and $34,145,000
<br />aggregate principal amount of its Community Redevelopment Agency of the City of Santa Ana,
<br />South Main Street Redevelopment Project, Tax Allocation Refunding Bonds, Series 2003B, of
<br />which $ aggregate principal amount is currently outstanding (the "Series 2003B Bonds"
<br />and, together with the Series 2003A Bonds, the "Refunded Bonds "), pursuant to a First
<br />Supplement to Indenture with respect to the Series 2003A Bonds, dated as of April 1, 2003 (the
<br />"2003 First Supplement "), and a Second Supplement to Indenture with respect to the Series
<br />2003B Bonds, dated as of May 1, 2003 (the "2003 Second Supplement'), each by and between
<br />the Former RDA and BNY Western Trust Company (now known as The Bank of New York
<br />Mellon Trust Company, N.A.), as successor trustee (the "2003 Trustee ") and each supplementing
<br />that Indenture dated as of August 1, 1993, by and between the Agency and Dai -Ichi Kangyo
<br />Bank of California (the "1993 Indenture" and, as supplemented and amended by the 2003 First
<br />Supplement and the 2003 Second Supplement, the "2003 Indenture "), secured by and payable
<br />from tax increment revenues allocated to the South Main Street Redevelopment Project, and
<br />which Refunded Bonds are subject to optional redemption at any time at a redemption price
<br />equal to the outstanding principal amount thereof, plus interest due thereon to the date fixed for
<br />redemption, without premium; and
<br />WHEREAS, in 2011, the Former RDA issued and sold $66,790,000 aggregate principal
<br />amount. of its Community Redevelopment Agency of the City of Santa Ana Tax Allocation
<br />Bonds (Merged Project Area), 2011 Series A, of which $ aggregate principal amount is
<br />currently outstanding (the "Senior Bonds "), pursuant to an Indenture of Trust, dated as of
<br />February 1, 2011 (the "Senior Indenture "), between the Former RDA and the Trustee, which
<br />2011 Bonds are not subject to optional redemption at this time and are not being considered for
<br />refunding at this time; and
<br />WHEREAS, the Agency has determhned to refund and defease the Refunded Bonds; and
<br />WHEREAS, the Agency has determined to issue its Successor Agency to the
<br />Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds
<br />(Merged Project Area), [Series 2016A (Tax Exempt) (the "Series 2016A Bonds ") and Tax
<br />Allocation Refunding Bonds, Series 2016B (Federally Taxable) (the "Series 2016B Bonds" and,
<br />together with the Series 2016A Bonds,] the "Series 2016 Bonds "), in order to refund the
<br />Refunded Bonds, purchasing a Qualified Reserve Account Credit Instrument for deposit to the
<br />reserve account for the Series 2016 Bonds and pay the costs of issuance of the Series 2016
<br />Bonds; and
<br />WHEREAS, the Bonds will be secured by a pledge of, and lien on, and shall be repaid
<br />from Tax Revenues (as defined herein) and certain moneys deposited from time to time in the
<br />Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section
<br />34172 of the California Health and Safety Code; and
<br />3 -20
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