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WHEREAS, the Authority deems it necessary and desirable that the Indenture be amended to correct such defects; and WHEREAS, pursuant to Section 9.01 of the Indenture, the Indenture and the rights and obligations of the Authority, of the Trustee and the owners of the Bonds may also be modified or amended from time to time and at any time by a supplemental indenture, which the Authority and the Trustee may enter into without the consent of any Bond owners, if the Trustee has been furnished an opinion of counsel that the provisions of such supplemental indenture shall not materially adversely affect the interests of the owners of the Bonds, including, without limitation, to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in the Indenture, or in regard to matters or questions arising under this Indenture, as the Authority may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond owners, in the opinion of bond counsel filed with the Trustee; WHEREAS, a first supplemental indenture has been filed with the Board and the members of the Board, with the aid of its staff, have reviewed said document; WHEREAS, the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. First SuRplemental Indenture. A first supplemental indenture, amending and • supplementing the Indenture, by and between the Authority and the Trustee (under its new name, U.S. Trust Company, N.A.), substantially in the form on file with the Secretary, be and is hereby approved, and the Chairman, the Vice Chairman or the Treasurer is hereby authorized and directed to execute said document, with such changes, insertions and omissions as may be approved by such officials, and the Secretary is hereby authorized and directed to attest to such official's signature. Section 2. Additional Authorization. The Chairman, the Vice Chairman, the Treasurer, the Secretary and all other appropriate officials of the Authority are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution. Board. Section 3. Effective Date. This Resolution shall take effect upon its adoption by this -2-