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a. The Amended and Restated Indenture of Trust, expected to be dated as
<br />of February 1, 2003, between the City and the Trustee;
<br />b. The Financing Agreement, expected to be dated as of February 1, 2003,
<br />among the City, the Trustee and the Borrower; and
<br />c. The First Amendment to Regulatory Agreement and Declaration of
<br />Restrictive Covenants, expected to be dated as of February 1, 2003, among the City, the
<br />Trustee and the Borrower.
<br />The City Manager, the Assistant City Manager and the Finance Director of the City (the
<br />"Authorized Representatives") are, and each of them acting alone is, hereby authorized and
<br />directed, for and in the name and on behalf of the City, to execute and deliver the Amendment
<br />Documents, and the City Clerk is hereby authorized and directed, for and in the name and on
<br />behalf of the City, to attest, if required, the signature of the Authorized Representatives, in
<br />substantially said form, with such additions thereto or changes therein as are recommended or
<br />approved by the Authorized Representatives upon consultation with bond counsel to the City,
<br />the approval of such additions or changes to be conclusively evidenced by the execution and
<br />delivery by the City of the Amendment Documents.
<br />3. In addition to the Amendment Documents, the following documents (the
<br />"Additional Documents"), in the form presented to this meeting, are hereby approved:
<br />a. The Assignment and Intercreditor Agreement, expected to be dated as of
<br />February 1, 2003, among the City, the Trustee and Fannie Mae: and
<br />b. The Remarketing Memorandum relating to the Bonds.
<br />The Authorized Representatives are, and each of them acting alone is, hereby authorized
<br />and directed, for and in the name and on behalf of the City, to execute and deliver the
<br />Additional Documents in substantially said form, with such additions thereto or changes
<br />therein as are recommended or approved by the Authorized Representatives upon consultation
<br />with bond counsel to the City, the approval of such additions or changes to be conclusively
<br />evidenced by the execution and delivery by the City of the Additional Documents.
<br />4. The City hereby accepts the appointment of Red Capital Markets, Inc. as
<br />remarketing agent for the Bonds, and waives its right to object to the appointment of Red
<br />Capital Markets, Inc. as remarketing agent with respect to the Bonds.
<br />5. The City hereby retains E. Wagner & Associates, Inc. to serve as financial advisor
<br />to the City in connection with the transactions contemplated hereby, and retains Jones Hall, A
<br />Professional Law Corporation, to serve as bond counsel to the City in connection with the
<br />transactions contemplated hereby, provided that any fees paid to such firms shall be solely the
<br />responsibility of the Borrower.
<br />6. The Authorized Representatives and any and all other officials of the City or
<br />such other person designated by the City are hereby authorized and directed, for and in the
<br />name of and on behalf of the City, to do any and all things and take any and all actions,
<br />including, without limitation, the execution and delivery of any and all amendments or
<br />supplements to the documents executed and delivered by the City in connection with the
<br />execution of the Amendment Documents and the Additional Documents, any and all
<br />assignments, certificates, agreements, notices, consents, instruments of conveyance and other
<br />documents, which they, or any of them, on the advice of bond counsel to the City, may deem
<br />necessary or advisable in order to effect the provisions of the Amendment Documents or the
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