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thereof so called for redemption plus accrued interest to the date fixed for redemption, or(b) if in
<br /> the best interests of the City as determined by the Controller, the Call Rights may be waived so
<br /> that the Amended Bonds shall not be subject to optional redemption prior to maturity.
<br /> SECTION V. Application of Call Rights Modification Credit. The Common Council
<br /> hereby agrees that the Call Rights Modification Credit shall be applied to reduce one or more
<br /> semi-annual debt service payments on the Original Bonds, and that such reductions of one or
<br /> more semi-annual debt service payments shall be evidenced by the Amended Bonds. Prior to the
<br /> undertaking of the Refunding Program, the Controller is authorized to select the manner by
<br /> which the City desires to apply the Call Rights Modification Credit to. the debt service
<br /> payment(s) on the Amended Bonds, and to notify the Bond Bank, in writing, of such
<br /> determination. The determination of the manner for applying the Call Rights Modification Credit
<br /> shall be set forth in a schedule to be attached to the Amended Purchase Agreement (as defined
<br /> herein). The Common Council of the City hereby further authorizes the Mayor, the City Clerk
<br /> and/or the Controller to execute all such documents and take such actions as may be necessary or
<br /> appropriate to effectuate the option selected by the Controller.
<br /> SECTION VI. Authorized Denominations of Amended Bonds. Notwithstanding
<br /> anything in the Original Ordinance, the Original Purchase Agreement or the Original Bonds to
<br /> the contrary, the Amended Bonds shall be executed and delivered in such denominations as shall
<br /> be requested by the Bond Bank.
<br /> SECTION VII. The Amended Purchase Agreement. The Qualified Entity Purchase
<br /> Agreement, in substantially the form attached as Exhibit A hereto and made a part hereof(the
<br /> "Amended Purchase Agreement"), is hereby approved. The Mayor and the Controller of the
<br /> City are each hereby authorized and directed to execute the Amended Purchase Agreement, with
<br /> such changes in form or substance as the officers of the City executing the same may hereafter
<br /> approve in order to best fulfill the purpose of the Transaction, and with any such approval to be
<br /> conclusively evidenced by the execution thereof, and to deliver the Amended Purchase
<br /> Agreement and the Amended Bonds to the Bond Bank.
<br /> SECTION VIII. Offering Document / Continuing Disclosure Agreement. Use of
<br /> information concerning the City in any offering materials, including a preliminary official
<br /> statement, final official statement or private placement memorandum of the Bond Bank
<br /> (collectively, the "Offering Document") and distributed in connection with the undertaking of
<br /> the Refunding Program, is hereby authorized, ratified and approved. The Mayor, the City Clerk
<br /> and the Controller of the City, or their authorized designees, are each hereby authorized and
<br /> directed to have prepared and delivered to the Bond Bank, an underwriter or a purchaser any
<br /> information required for such use and further to deem and determine, if necessary, those portions
<br /> of the Offering Document, if any, relating to the City as near final for purposes of Rule 15c2-12
<br /> of the United States Securities and Exchange Commission, as amended (the "SEC Rule").
<br /> Further, if necessary, the Mayor and the Controller of the City, or their authorized designees, are
<br /> each hereby authorized and directed to execute a continuing disclosure agreement, in a form and
<br /> substance acceptable to the Mayor and the Controller of the City, in order to allow any
<br /> underwriter of the Refunding Bond Bank Bonds to comply with the SEC Rule if necessary.
<br /> SECTION IX. Further Actions. The Mayor, the City Clerk and the Controller are each
<br /> hereby authorized and directed, for and on behalf of the City, to execute, attest and seal all such
<br /> documents, instruments, certificates, closing papers and other papers and do all such acts and
<br /> things as may be necessary, desirable or appropriate to effect the Transaction and the Refunding
<br /> Program and to carry out the purposes of this Supplemental Ordinance and the execution and
<br /> delivery of the Amended Bonds in accordance with the Ordinance, including, but not limited to,
<br /> the execution of any certificates, purchase agreements, continuing disclosure agreements or other
<br /> documents necessary to effect the Transaction and the Refunding Program, and any and all
<br /> actions, documents, agreements and certificates heretofore taken or executed in connection with
<br /> the Transaction and the Refunding Program or this Supplemental Ordinance, be, and hereby are,
<br /> ratified and approved.
<br /> SECTION X. Construction with Other Ordinances. This Supplemental Ordinance is
<br /> hereby intended to amend and supplement the Original Ordinance, and to the extent of any
<br /> inconsistencies or conflicts, if any, between any provision or provisions of this Supplemental
<br /> Ordinance and the Original Ordinance, the provisions of this Supplemental Ordinance shall be
<br /> controlling and binding. All ordinances or parts of ordinances, except the Original Ordinance as
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