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WHEREAS, the Board has duly considered such transactions and wishes at this time to
<br /> approve said transactions in the public interests of the Authority;
<br /> NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
<br /> Section 1. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the
<br /> issuance of the Bonds under and pursuant to the Bond Law and the Indenture in the aggregate
<br /> principal amount of not to exceed$31,000,000 for the purpose of providing funds to enable the
<br /> Members to undertake the Project. The Board hereby approves the Indenture in substantially the
<br /> form on file with the Secretary together with any changes therein or additions thereto approved
<br /> by the Chairman, the Vice Chairman, the Executive Director or the Treasurer, whose execution
<br /> thereof shall be conclusive evidence of such approval. The Chairman, the Vice Chairman, the
<br /> Executive Director or the Treasurer is hereby authorized and directed to execute, and the
<br /> Secretary is hereby authorized and directed to attest, the Indenture for and in the name of the
<br /> Authority. The Board hereby authorizes the delivery and performance of the Indenture.
<br /> Section 2. Approval of Related Financing Documents. The Board hereby approves each
<br /> of the following agreements required to implement the financing plan to be accomplished by the
<br /> Bonds,in substantially the respective forms on file with the Secretary together with any changes
<br /> therein or additions thereto approved by the Chairman, the Vice Chairman, the Executive
<br /> Director or the Treasurer, whose execution thereof shall be conclusive evidence of such
<br /> approval.
<br /> (a) separate Site and Facility Leases, by and between each of the Members, as lessor,
<br /> and the Authority,as lessee, relating to the lease of the Leased Premises of such Members to the
<br /> Authority;and
<br /> (b) separate Lease Agreements,by and between the Authority, as lessor, and each of the
<br /> Members, as lessee, relating to the lease of the Leased Premises of such Members by the
<br /> Authority back to such Members.
<br /> The Chairman, the Vice Chairman, the Executive Director or the Treasurer is hereby
<br /> authorized and directed for and in the name and on behalf of the Authority to execute, and the
<br /> Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the
<br /> final form of each of the foregoing agreements. The Board hereby authorizes the delivery and
<br /> performance of the foregoing agreements.
<br /> Section 3. Sale of Bonds. The Board hereby approves the negotiated sale of the Bonds to
<br /> Stone & Youngberg LLC (the "Underwriter") pursuant to the terms and conditions set forth in
<br /> bond purchase agreement (the "Bond Purchase Contract"), by and between the Underwriter
<br /> and the Authority, substantially in the form on file with the Secretary, together with any
<br /> additions thereto or changes therein as may be deemed necessary or advisable by the Chairman,
<br /> the Vice Chairman, the Executive Director or the Treasurer, so long as the principal amount of
<br /> Bonds sold does not exceed $31,000,000, so long as the true interest rate does not exceed 7%
<br /> and so long as the Underwriter's discount (exclusive of original issue discount which does not
<br /> constitute compensation to the Underwriter) does not exceed 1%. The Bonds may be issued in a
<br /> single series,or in multiple series which are issued by the Authority from time to time,as may be
<br /> determined by the Chairman,the Vice Chairman, the Executive Director or the Treasurer taking
<br /> into account the financing needs of the Members.
<br /> •
<br /> Section 4. Official Statement. The Board hereby approves, and hereby deems nearly final
<br /> within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary
<br /> official statement describing the Bonds (the "Preliminary Official Statement") in substantially
<br /> the form on file with the Secretary. The Chairman, the Vice Chairman, the Executive Director or
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