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<br />. <br /> <br />. <br /> <br />. <br /> <br />~ <br /> <br />The Agency hereby directs that the Agency Bonds be called for redemption on <br />September 1, 1999, so that the Agency Bonds may be purchased by the Authority in lieu of <br />redemption on such date as contemplated by the First Supplemental Indenture of Trust and the <br />other documents listed below. <br /> <br />Section 2. Approval of Related Documents. The below-enumerated documents be and <br />are hereby approved, and the Chairman, the Executive Director or the Treasurer, is hereby <br />authorized and directed to execute and deliver, for and on behalf of the Agency, said <br />documents each in the form on file with the Secretary together with such changes, insertions or <br />deletions as may be approved by the official executing such documents upon consultation with <br />the Agency's general counsel and Bond Counsel, the approval thereof to be conclusively <br />evidenced by the execution and delivery by the Agency of the respective documents. The <br />Secretary is hereby authorized and directed to attest such official's signature to such <br />documents, where indicated by any such document. <br /> <br />(a) Assignment Agreement, by and among the Agency, the Authority and Dai- <br />Ichi Kangyo Bank of California, as trustee for the Bonds (the "Trustee"); and <br /> <br />(b) Continuing Disclosure Certificate-Agency, by the Agency and as <br />acknowledged by the Trustee. <br /> <br />Section 3. Sale of the Bonds. The Board hereby approves the sale of the Bonds to Stone <br />& Youngberg LLC (the "Underwriter") pursuant to the terms of a Purchase Agreement between <br />the Authority and the Underwriter, the form of which is on file with the Secretary, so long as the <br />net interest cost of the Bonds is not in excess of six and one-half percent (6.50%), and the <br />Underwriter's discount (without regard to any original issue discount) is not in excess of one <br />and seventy one-hundredths percent (1.70%). The Board hereby authorizes the Chairman, the <br />Executive Director or the Treasurer to execute the Purchase Agreement, if requested by the <br />Underwriter, in such form and with such changes as the official executing the same may <br />approve. <br /> <br />Section 4. Preliminary Official Statement. The Agency hereby approves the Preliminary <br />Official Statement describing the financing in the form on file with the Secretary, together with <br />any changes therein or additions thereto deemed advisable by the Chairman, the Executive <br />Director or the Treasurer. The Agency authorizes and directs the Chairman, the Executive <br />Director or the Treasurer, on behalf of the Agency, to deem "final" pursuant to Rule 15c2-12 <br />under the Securities Exchange Act of 1934, the information relating to the Agency, the <br />redevelopment project area, the redevelopment law and the Agency Bonds in the Preliminary <br />Official Statement prior to its distribution to prospective investors. <br /> <br />Section 5. Final Official Statement The Chairman, the Executive Director or the <br />Treasurer, is authorized and directed to cause the Preliminary Official Statement to be brought <br />into the form of a final official statement (the "Final Official Statement") and to execute said <br />Final Official Statement, and a statement that the information relating to the Agency, the <br />redevelopment project area, the redevelopment law and the Agency Bonds contained in the <br />Final Official Statement, and any supplement or amendment thereto (which shall be deemed an <br />original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, <br />true and correct in all material respects and that the Final Official Statement did not, on the <br />date of sale of the Bonds, and does not, as of the date of delivery of the Bonds, contain any <br />untrue statement of a material fact with respect to the information relating to the Agency, the <br />redevelopment project area, the redevelopment law and the Agency Bonds or omit to state <br />material facts with respect thereto required to be stated where necessary to make any <br />statements made therein not misleading in the light of the circumstances under which they were <br />made. The Chairman, the Executive Director or the Treasurer, shall take such further actions <br /> <br />2 <br />