Resolution - #04-02-041 - 02/10/2004

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~(0' The Loan Agreement provides for payments by the Company to the Trustee for theace, ount of the City of such amounts as will be sufficient to pay the principal of, premium, if ~ny~ ,and interest on the Bonds when due. The Loan Agreement obligates the Company to ljaY for all costs of operation and maintenance of the Project facilities, including adequate insu~,anee~, taxes and special assessments. A reserve fund has been established under the provisions of ihe Indenture in connection with the issuance of the Bonds. ii(g) ' Under the provisions of the Act, and as provided in the Loan Agreement and Indenture!- ther Bonds are not to be payable from nor charged upon any funds other than amounts payable p~rsuant to the Loan Agreement and moneys in the funds and accounts held by the Trustee Whichl are pledged to the payment thereof; the City is not subject to any liability thereon; no o~n.ei',~ of the Bonds shall ever have the right to compel the exercise of the taxing power of the CitYl I~o pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any pfopehy of the City; the Bonds shall not constitute a charge, lien or encumbrance, legal or equit~le~ ~pon any property of the City (other than the interest of the City in the Loan Repayments ti 'beimade by the Company under the Loan Agreement); and each Bond issued under the IndeBtur~ shall recite that such Bond, including interest thereon, shall not constitute or give rise to a c;harg~ against the general credit or taxing powers of the City. 4. !_Approval and Execution of Documents. The forms of the documents refen'ed to in paragraph 2~ are.[ approved. The Loan Agreement, Indenture, Tax Regulatory Agreement and Bond Purchase~ Agteement shall be executed in the name and on behalf of the City by the Mayor and the C~ty A!dmm~strator, or executed or attested by other officers of the City, in substantially the form on fili~, but with all such changes therein, not inconsistent with the Act or other law, as ~nay be apProVed [by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof; and then shall be delivered to the Trustee. Modifications to the forms of d~, cu~ents to which the City is not a party may be made at the discretion of the parties theret°.i 5. '~pP[oval, Execution and Delivery of Bonds. The City shall proceed forthwith to issue the Bondl~, in',an aggregate principal amount of not to exceed $11,800,000, in the forms and upon the terms set Iforth in the Indenture, which terms are for this purpose incorporated in this resolution and "rmad~ a part hereof; provided, however, that the initial aggregate principal amount of and the mat0rities of the Bonds, the interest rates thereon, and any provisions for the optional or mandatory redemption thereof shall all be as set forth in the final form of the Indenture to be approved, exe.cuted and delivered by the officers of the City authorized to do so by the provisions of this I~,esolution, which approval shall be conclusively evidenced by such execution and delivery. !.The' Underwriter has agreed pursuant to the provisions of the Bond Purchase Agreement, an4t subject to the conditions therein set forth, to purchase the Bonds at the purchase price set forth '..m th4~ Bond Purchase Agreement, and said purchase price is hereby accepted. The Mayor, City Ai:lmj~istrator and other City officers are authorized and directed to prepare and execute the Box~ds !4s prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy o~ this Resolution and the other documents required by the Indenture, for authentication, ~egistration and delivery to the Underwriter. As provided in the Indenture, each Bond shall cor~tain~ a recital that it is issued pursuant to the Act, and such recital shall be conclusive evid. encei of the validity and regularity of the issuance thereof. 4 1012446v I