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successor Remarketing Agent. The Indenture requires that the <br /> Authority approve the appointment of a successor remarketing agent. <br /> The Company has requested that the Authority so approve. <br /> WHEREAS, a draft of a Supplement to Private Placement <br /> Memorandum ("Supplemental Placement Memorandum") has been prepared <br /> to describe, among other things, the transactions effectuated by <br /> the Supplemental Indenture and the appointment of First Union as <br /> successor Remarketing Agent. The Company has requested that the <br /> Authority approve the Supplemental Placement Memorandum. <br /> WHEREAS, drafts of the Supplemental Indenture (including <br /> the revised form of Bond attached as Exhibit A thereto) , the Loan <br /> Amendment (including the Amended and Restated Note attached as <br /> Exhibit A thereto) , and the Supplemental Placement Memorandum have <br /> been provided to the Authority. <br /> NOW, THEREFORE, BE IT RESOLVED BY THE AUTHORITY IN MEETING <br /> DULY ASSEMBLED: <br /> Section 1. Authorization of the Amendments. The <br /> Supplemental Indenture, the Loan Amendment and the Supplemental <br /> Placement Memorandum are hereby approved and the Secretary be and <br /> is hereby authorized to execute and deliver each such document <br /> under the seal of the Authority for and on behalf of the Authority, <br /> in substantially the form previously provided to the Authority, <br /> with such completions, changes, insertions and modifications as <br /> shall be approved by the Secretary, the execution thereof by the <br /> Secretary to be conclusive evidence of such approval . The <br /> Supplemental Placement Memorandum is hereby authorized to be <br /> distributed in connection with the resale of the Bonds. <br /> Section 2 . Revised Form of Bonds. The revised form of <br /> Bonds, substantially in the form submitted at this meeting, are <br /> hereby approved; and the Chairman or Vice-Chairman is hereby <br /> authorized and directed to execute (by means of manual or facsimile <br /> signature) and deliver, and the Secretary or Assistant Secretary is <br /> hereby authorized and directed to attest (by means of manual or <br /> facsimile signature) , the Bonds substantially in such form with <br /> such necessary and appropriate variations,' omissions and insertions <br /> as may be approved by the Chairman: The Bonds shall be executed <br /> and delivered in accordance with the terms and conditions of the <br /> Indenture and this resolution. The Bonds shall bear the manual or <br /> facsimile signature of the Chairman or Vice-Chairman, the seal of <br /> the Authority shall be affixed, imprinted, lithographed or <br /> reproduced thereon. and shall be attested by the manual or facsimile <br /> signature of the Secretary. The Bonds shall bear interest at a <br /> rate per annum (subject to adjustment and limitations) determined <br /> as set forth in the Indenture. <br /> Section 3 . Form 8038 . The Chairman, Vice-Chairman or <br /> Secretary is hereby authorized and directed to prepare, execute and <br /> e <br /> C-378252.07245.01034 -2- <br />