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interest in the Loan Agreement, and setting forth the proposed recitals, covenants and agreements <br /> 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 U.S. Bank of Washington, National <br /> Association (the "Placement Agent"), the Company and the Development Corporation; <br /> (d) An Agency Agreement proposed to be made and entered into between and <br /> among First Interstate Bank of Oregon, N.A. (the "Bank"), the Development Corporation, the <br /> Company, the Trustee and U.S. Bank of Washington, National Association (the "Remarketing <br /> Agent"); <br /> (e) An Indemnification and Compensation Agreement to be dated as of May 1, <br /> 1995, proposed to be made and entered into between the Development Corporation and the <br /> Company (the "Indemnification and Compensation Agreement"); <br /> (f) 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, 1995 <br /> (American Profiles Company/Woodtape Project) in the aggregate principal amount of <br /> $4,600,000, (the "Bonds"), 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 /> NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE <br /> INDUSTRIAL DEVELOPMENT CORPORATION OF THE CITY OF EVERETT, as follows: <br /> Section 1. Findings of the Development Corporation. The Board hereby finds as follows: <br /> (a) Financing the Project as described more fully in Resolution No. 7, the <br /> issuance and sale of the Bonds, the execution and delivery of the Loan Agreement, the Indenture, <br /> the Placement Agent Agreement, the Agency Agreement and the Indemnification and <br /> Compensation Agreement, and the performance of all covenants and agreements of the <br /> -2- CMW1 GQ.DOC 95/05/08 <br />