Authorizing issuance of not to exceed $2,000,000 aggregate principal amount, variable rate demand Econ Dev Revenue Bonds

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acquisition, construction, installation and equipping of the Project, which Project will be used as an economic development facility within the meaning of the Act. Section 5. Terms and Execution of the Bonds. The Bonds shall be issued as fully registered Bonds, without coupons, in the denominations set forth in the Indenture, numbered consecutively as set forth in the Indenture, and shall be payable at the office of the Trustee and mature as provided in the Indenture. The Bonds shall have such terms, bear such interest rates (but in no event in excess of 12% per annum), and be subject to mandatory and optional redemption or tender as provided in the Indenture and Bond Purchase Agreement heretofore presented to the Issuer. The Bonds shall be executed on behalf of the Issuer by the manual or facsimile signatures of the Mayor and the Clerk of the Issuer, and the seal of the Issuer shall be impressed thereon or a facsimile of such seal placed thereon. In case any officer whose signature or a facsimile thereof shall appear on the Bonds shall cease to be such officer before the issuance or delivery of the Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until after that time. The form of the Bonds submitted to this meeting, subject to appropriate insertions and revisions in order to comply with the provisions of the Indenture, is hereby approved and, when the same shall be executed on behalf of the Issuer by the appropriate officers thereof in the manner contemplated by the Indenture in an aggregate principal amount not to exceed $2,000,000, shall represent the approved form of Bonds of the Issuer. The Bonds are special, limited obligations of the Issuer payable solely from payments of principal of, premium, if any, and interest on the Bonds made by the Bank under the Letter of Credit or by the Borrower under the Promissory Note and the Loan Agreement except to the extent that the principal of, premium, if any, and interest on the Bonds may be paid out of money attributable to Bond proceeds or from temporary investments thereof. Section 6. Sale of the Bonds. The Bonds will be purchased by Banc One Capital Markets, Inc. (the "Underwriter"), at the purchase price set forth, and on the terms and conditions described in the Bond Purchase Agreement (the "Bond Purchase Agreement") among the Issuer, the Borrower and the Underwriter. Section 7. Arbitrage Provisions. Subject to the obligations of the Borrower set forth in the Loan Agreement and the Tax Compliance Certificate, the Issuer will use its best efforts to restrict the use of the proceeds of the Bonds in such a manner and to expectations at the time the Bonds are delivered to the purchasers thereof, so that they will not constitute arbitrage bonds under Section 148 of the Code and the regulations prescribed under that Section. The Mayor and the Clerk of the Issuer, or any other officer having responsibility with respect to the issuance of the Bonds, are authorized and directed, alone or in conjunction with any ofthe foregoing, or with any other officer, employee, consultant or agent of the Issuer, to deliver a certificate for inclusion in the transcript of proceedings for the Bonds, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to said Section 148 and regulations thereunder. RESUCB~269079.1 '4'