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

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IL Obligations to the Bond Bank pursuant to the tenns hereof The City has taken, or will take, all proceedings required by law to enable it to execute and deliver the Amended Qualified Obligations and all other documents which are necessary for the Bond Bank to undertake its Refunding Program. The parties to this Agreement acknowledge that the Qualified Entity's obligation to modify the Call Rights and to execute and deliver the Amended Qualified Obligations and the Bond Bank's obligation to pay the AEDA Call Rights Modification Fee and the SBCDA Call Rights Modification Fee (collectively, the "Call Rights Modification Fee ") and return the Prior Qualified Obligations, all as described herein, are expressly contingent upon the Qualified Entity taking all steps and receiving all approvals required by laws of the State, if any, to modify the Call Rights, to execute and deliver the Amended Qualified Obligations and to execute all other documents which are necessary for the Bond Bank to undertake its Refunding Program. Section 4. Subject to Section 8, the Qualified Entity agrees to pay the Bond Bank, on each interest payment date for the Amended Qualified Obligations, reasonable fees and charges attributable to the administration of the Amended Qualified Obligations acquired by the Bond Bank. To the extent the Amended Qualified Obligations are subject to rebate, the Qualified Entity agrees to pay the Bond Bank for prompt payment to, or to evidence to the Bond Bank the payment to, the United States of the rebate determined by the Qualified Entity to result from the investment of moneys held by the Qualified Entity that constitute gross proceeds of the Original Qualified Obligations or the Amended Qualified Obligations. The Qualified Entity agrees to provide documentation to the Bond Bank relative to the computation of the rebate and payment of such rebate when required. Section 5. Simultaneously with the delivery to the Bond Bank of the Amended Qualified Obligations, which shall be substantially in the forms set forth in -the respective Supplemental Resolutions., and each registered in the name of the Bond Bank; the Qualified Entity shall furnish to the Bond Bank: (a) transcripts of the proceedings related to the respective Amended, Qualified Obligations; (b) the unqualified approving opinion of Baker & Daniels LLP, bond counsel to the Qualified Entity, in form satisfactory to the Bond Bank, which shall set forth, among other things, that (1) the Qualified. Entity is duly organized and validly existing under the laws of the State with the right and power to execute and deliver and to perform its obligations under the Purchase Agreement and its Amended SBCDA Qualified Obligations; (ii) the Purchase Agreement and the Amended SBCDA Qualified Obligations, together with the performance by the Qualified Entity of its respective obligations thereunder, have been duly authorized, executed and delivered by the Qualified Entity and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each constitutes the legal, valid and binding agreement of the Qualified Entity, enforceable in accordance with its respective terms; and (iii) the interest on the Amended SBCDA Qualified Obligations is excludable from gross income for federal income tax purposes under Section 103 of the Code (under existing law); subject to such enforcement limitations customarily contained in such opinions; (c) the unqualified approving opinion of Baker & Daniels LLP, bond counsel toJhe Qualified Entity, in form satisfactory to the Bond Bank, which shall set forth, among other things, that (i) the Qualified Entity is duly organized and validly existing under the laws of the State with the right and power to execute and deliver and to perform its obligations under the Purchase Agreement and its Amended AEDA Qualified Obligations; (ii) the Purchase Agreement and the Amended AEDA Qualified Obligations, together with the performance by the Qualified Entity of its 4 INDS01 BJB 1301170x2