SAFA & CITIGROUP GLOBAL (2) - 2004

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Authority and the City to the Underwriter (the "Preliminary Official Statement") in connection with the public offering of the Bonds. The Authority and the City each confirm that, as of its date, the Preliminary Official Statement was "deemed final" by it for purposes of Rule 15c2- 12(b)(I) of the Securities and Exchange Commission. The Authority and the City agree to revise the Preliminary Official Statement to include information relating to the terms of the Bonds and the sources and uses of funds (with such changes, the "Official Statement"). The Authority and the City agree to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Authority and the City agree to deliver such Official Statements within seven business days after the execution of this Bond Purchase Agreement. The Authority and the City hereby authorize the Underwriter to use and distribute the Official Statement, and all other documents, certificates and statements furnished by them to the Underwriter in connection with the transaction contemplated by this Bond Purchase Agreement, in connection with the offer and sale of the Bonds. Prior to the earlier of (i) receipt of notice from the Underwriter that Official Statements are no longer required under Rule 15c2-12 of the Securities Exchange Commission or (ii) 25 days after the end of the underwriting period (defined below), the City shall provide the Underwriter with such information regarding the City, its current financial condition and ongoing operations as the Underwriter may reasonably request. The term "end of the underwriting period" means the later of (i) the date the Authority delivers the Bonds to the Underwriter or (ii) the date the Underwriter does not retain an unsold balance of the Bonds for sale to the public. The Underwriter agrees to notify the City of the date constituting the end of the underwriting period. The Underwriter agrees to file a copy of the Official Statement with a nationally recognized municipal securities information repository not later than the business day following the Underwriter's receipt of printed copies of the Official Statement. The City will undertake, pursuant to a Continuing Disclosure Certificate, dated as of February I, 2004 (the "Continuing Disclosure Certificate"), to provide certain annual financial and operating data and notices of certain material events, as described in Appendix F - "FORM OF CONTINUING DISCLOSURE CERTIFICATE" ofthe Official Statement. 3. The Bonds. The Bonds shall be described in, and shall be issued and secured under the provisions of a resolution adopted by the Authority on January 20, 2004 (the "Authority Resolution"), and an Indenture dated as of February I, 2004 (the "Indenture"), by and between the Authority and BNY Western Trust Company, as trustee (the "Trustee"). The Authority and the City hereby authorize the Underwriter to use and distribute the. Authority Resolution, the Indenture and the information contained in such documents in connection with the public offering and the sale of the Bonds. The principal of, premium, if any, and interest on the Bonds shall be payable as provided in the Authority Resolution, the Indenture and the Official Statement. The Bonds will be secured by the Master Installment Purchase Agreement, dated as 2