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<br /> RE$OT,~TION NO. 94-005
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<br />City Manager or Executive Director/Finance and Management Services
<br />Agency of the Issuer (the "Designated Officers") are, and each of
<br />them acting alone is, hereby authorized and directed, for and in
<br />the name and on behalf of the Issuer, to execute and deliver the
<br />Indenture Amendment, and the Clerk of the Council hereby authorized
<br />and directed, for and in the name and on behalf of the Issuer, to
<br />attest the Designated Officer's signature on the Indenture
<br />Amendment, in substantially said form, with such additions thereto
<br />or changes therein as are recommended or approved by such officers
<br />upon consultation with bond counsel to the Issuer, including such
<br />additions or changes as are necessary or advisable in accordance
<br />with Section 3 hereof, the approval of such additions or changes to
<br />be conclusively evidenced by the execution and delivery by the
<br />Issuer of the Indenture Amendment.
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<br />SECTION 2: The First Amendment to the Loan Agreement (the "Loan
<br />Agreement Amendment") between the Issuer and the Developer, in the
<br />form presented to this meeting, is hereby approved. The Designated
<br />Officers are, and each of them acting alone is, hereby authorized
<br />and directed, for and in the name and on behalf of the Issuer, to
<br />execute and deliver the Loan Agreement Amendment in said form, with
<br />such additions thereto or changes therein as are recommended or
<br />approved by such officers upon consultation with bond counsel to
<br />the Issuer, including such additions or changes as are necessary or
<br />advisable in accordance with Section 3 hereof, the approval of such
<br />additions or changes to be conclusively evidenced by the execution
<br />and delivery by the Issuer of the Loan Agreement Amendment.
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<br />SECTION 3: The Designated Officers, any and all other officials
<br />of the Issuer or such other person designated by the Issuer are
<br />hereby directed, for and on behalf of the Issuer, to do any and all
<br />things and take any and all actions, including, without limitation,
<br />the execution and delivery of any and all amendments or supplements
<br />to the documents executed and delivered by the Issuer in connection
<br />with the issuance of the Bonds, including, but not limited to, any
<br />supplements or amendments to the Indenture necessary to allow a
<br />drawing on the letter of credit securing the Bonds in connection
<br />with an optional redemption of the Bonds, any and all assignments,
<br />certificates, agreements, notices, consents, instruments of
<br />conveyance and other documents, which they, or any of them, on the
<br />advice of bond counsel to the Issuer, may deem necessary or
<br />advisable in order to effect the amendments of the Indenture and
<br />the Loan Agreement, as provided herein, and any and all
<br />assignments, certificates, agreements, notices, consents,
<br />instruments of conveyance and other documents which may be required
<br />by the Internal Revenue Code of 1954, as amended, which they, or
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