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change the subs.tance thereof, or as the Mayor, in his discretion, shall determine, and the executIOn thereof by the Mayor shall be conclusive evidence of such determination. 5. The Mayor and City Administrator are hereby authorized and directed to execute and deliver the Loan Agreements and two separate Bond Purchase Agreements (collectively the "Bond Purchase Agreements") to be executed by the Issuer, Piper Jaffray Inc. as the original purchaser of the Bonds, and the Company. All of the provisions of the Loan Agreements and the Bond Purchase Agreements, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreements and the Bond Purchase Agreements shall be substantially in the forms on file with the Issuer which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 6. The Mayor and City Administrator are hereby authorized and directed to execute and deliver the Amendment No.1 to the Regulatory Agreement dated as of April 1, 1995 (the "Regulatory Agreement") to be executed by the Issuer and Company. All of the provisions of the Regulatory Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Regulatory Agreement shall be substantially in the form on file with the Issuer which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 7. The Bonds shall be revenue obligations of the Issuer the proceeds of which shall be disbursed pursuant to the Indentures and the Loan Agreements, and the principal, premium and interest on the Bonds shall be payable solely from the proceeds of the Bonds, amounts derived from the respective Loan Agreements and other amounts realized pursuant to related security documents. 8. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 9. The Officials are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including an arbitrage certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 10. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer by the provisions of this resolution or the aforementioned documents shall be exercised or performed by such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. SNG85931 NE136-123 3