No. 2956 a supplemental bond resolution supplementing/amending Resolution No. 1965, adopted March 21, 2003

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Bond Bank's Refunding Bonds, upon the written directions provided by the Qualified Entity to the Bond Bank or the Trustee, or by such other method as is acceptable to the Qualified Entity. (b) In exchange for modifying the Call Rights with respect to the Original SBCDA Qualified Obligations, the Bond Bank hereby agrees to pay the Qualified Entity an aggregate amount equal to $ . (the " SBCDA Call Rights Modification Fee "). The Bond Bank shall pay,, or provide written directions to the Trustee to pay on behalf of the Bond Bank, such amount to the Qualified Entity by wire transfer on the date of issuance of the Bond Bank's .Refunding Bonds, upon the written directions, provided by the Qualified Entity to the Bond Bank ,or the Trustee, or by such other method as is acceptable to the Qualified Entity. (c) In order to evidence such modification of the Call Rights, the Qualified Entity hereby agrees to execute and deliver the. Amended Qualified Obligations and to exchange the Amended Qualified Obligations for all of the Original Qualified Obligations, respectively, which are outstanding on the date hereof. Upon the execution and delivery of the Amended Qualified Obligations, the Bond Bank hereby agrees that it shall cancel and return all of the Original . Qualified Obligations to the Qualified Entity which are outstanding on the date hereof. (d) The parties hereby expressly agree and acknowledge that the execution and delivery of the Amended Qualified Obligations in exchange for the return of all of the Original Qualified Obligations outstanding on the date hereof shall not constitute, nor shall this Purchase Agreement or the transaction hereby contemplated ever be construed to constitute, a re- issuance of the Original Qualified Obligations, in whole or in part, for purposes of the laws of the State. (e) Notwithstanding anything in the Original Resolutions, the 2003 Purchase Agreement or the Original Qualified Obligations to the contrary, the Amended Qualified Obligations maturing on or before February 1, 2022, shall not be subject to optional redemption prior to maturity. The Amended Qualified Obligations maturing on or after August, 1, 2022, shall be subject to redemption prior to maturity, at the option of the Qualified Entity, in whole or in part on any date, on any date on or after February 1, 2022 (as may be determined by the Qualified Entity), upon at least thirty (30) but not more than sixty (60) days' notice to the Bond Bank, at a redemption price equal to the principal amount of the Amended Qualified Obligations to be redeemed, plus accrued interest to the redemption date, and without any redemption premium; provided, however, the City and the Qualified Entity agree that the Amended Qualified Obligations may not be redeemed prior to maturity thereof unless and until the conditions set forth .in Section 16 of this Purchase Agreement are satisfied. (f) Except as otherwise provided in this Purchase Agreement and the Supplemental Resolutions, the terms, conditions and characteristics of the Amended Qualified Obligations shall be the same as those of the Original Qualified Obligations. Section 2. If the Qualified Entity fails to pay the principal of and interest on the Amended Qualified Obligations when due, the Qualified Entity agrees to reimburse the Bond Bank for the costs of collecting the payments on such Amended Qualified Obligations. Section 3. The Qualified Entity has taken, or will take, all proceedings required by law to enable it to modify the Call Rights and execute and deliver the Amended Qualified 3 INDS01 BJB 1301170v2