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the Trustee hereinafter appointed, all as provided in the Loan Agreement and the Indenture. The <br /> forms of the Loan Agreement, the Indenture, the Placement Agent Agreement, the Bonds and the <br /> Indemnification and Compensation Agreement are approved subject to such modifications as are <br /> deemed appropriate and approved by the President of the Board of Directors and counsel for the <br /> Development Corporation, which approval shall be conclusively evidenced by execution and <br /> delivery of the Loan Agreement, the Indenture, the Placement Agent Agreement, the <br /> Indemnification and Compensation Agreement, and the Bonds by the President or Vice President <br /> and Secretary of the Board as therein required. The Loan Agreement is hereby directed to be <br /> executed in the name and on behalf of the Development Corporation by the President or Vice <br /> President and Secretary of the Board, but only to be delivered upon execution thereof by the <br /> Company. The Indenture is directed to be executed in the name and on behalf of the <br /> Development Corporation by the President or Vice President and Secretary of the Board, and <br /> delivered to the Trustee. The Indemnification and Compensation Agreement is directed to be <br /> executed in the name and on behalf of the Development Corporation by the President or Vice <br /> President, but only to be delivered upon execution thereof by the Company. <br /> Section 3. Authorization of Bonds. To finance the Project, the Development Corporation <br /> does hereby authorize the issuance, sale and delivery of the Bonds, in the aggregate principal <br /> amount of $5,500,000, in the form set forth in the Indenture, pursuant to the terms set forth <br /> therein. <br /> Section 4. Placement of Bonds. The proposal of the Placement Agent to place the Bonds <br /> pursuant to the Placement Agent Agreement at a price of$5,500,000 plus accrued interest, if any, <br /> is hereby accepted. The Placement Agent Agreement shall be executed in the name and on behalf <br /> of the Development Corporation by the President or Vice President of the Board, but shall be <br /> delivered only upon execution thereof by the Company and the Placement Agent. <br /> Section 5. Execution and Delivery of Bonds. The President or Vice President and <br /> Secretary of the Board of Directors of the Development Corporation are authorized and directed <br /> to execute by facsimile or manual signatures for and on behalf of the Development Corporation <br /> -4- CMW297 DOC 96/08/12 <br />