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(a) Loan Agreement (the "Loan Agreement"), to be dated as of September 1, <br /> 1996, proposed to be made and entered into between the Development Corporation and the <br /> Company; <br /> (b) An Indenture of Trust (the "Indenture"), to be dated as of September 1, <br /> 1996, proposed to be made and entered into between the Development Corporation and First <br /> Trust National Association, as trustee (the "Trustee"), authorizing the issuance of and setting <br /> forth the terms and conditions of the said nonrecourse revenue bonds, assigning the Development <br /> Corporation's interest in the Loan Agreement, and setting forth the proposed recitals, covenants <br /> and agreements of the parties with respect thereto; <br /> (c) A Placement Agent Agreement (the "Placement Agent Agreement") <br /> proposed to be made and entered into between and among Bank of America NW, N.A. dba <br /> Seafirst Bank (the "Placement Agent"), the Company and the Development Corporation; <br /> (d) An Indemnification and Compensation Agreement to be dated as of <br /> September 1, 1996, proposed to be made and entered into between the Development Corporation <br /> and the Company (the "Indemnification and Compensation Agreement"); <br /> (e) A Preliminary Placement Memorandum to be circulated by the Placement <br /> Agent to prospective purchasers of the Bonds; and <br /> WHEREAS, pursuant to the foregoing Loan Documents, the Development Corporation <br /> hereby determines that the issuance of its Variable Rate Demand Industrial Revenue Bonds, 1996 <br /> (Partners Trust I/Synsor Project) in the aggregate principal amount of$5,500,000, (the "Bonds"), <br /> is in the public interest and consistent with the Act; and <br /> WHEREAS, the Board has been advised that the Bonds will be secured by an irrevocable <br /> Letter of Credit (the "Letter of Credit") to be issued by the Bank; <br /> -2- CMW297.DOC 96/08/12 <br />