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(b) First Supplemental Lease/Purchase Agreement dated as of July 1, 2004 (the "First Supplemental Lease"), between the Trustee and the City (attached hereto as Exhibit B). (c) Amended and Restated Continuing Disclosure Agreement dated as of July 1, 2004 (the "Continuing Disclosure Agreement"), between the City and BNY Trust Company of Missouri, as dissemination agent (attached hereto as Exhibit C). (d) Tax Compliance Agreement dated as of July 1, 2004 (the "Tax Agreement"), between the City and the Trustee (attached hereto as Exhibit D). Section 4. Approval of First Supplemental Trust Indenture. The City hereby approves a First Supplemental Trust Indenture dated as of July 1, 2004 (the "First Supplemental Trust Indenture") executed by the Trustee (attached hereto as Exhibit E), in substantially the form presented to and reviewed by the City Council at this meeting and attached to this Ordinance. Section 5. Execution of Documents. The City is hereby authorized to enter into and the Mayor and City Clerk are hereby authorized and directed to execute and deliver, on behalf of the City, the First Supplemental Base Lease, the First Supplemental Lease, the Continuing Disclosure Agreement and the Tax Agreement and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section 6. Preliminary Official Statement and Official Statement. The City Council hereby ratifies and approves thc Preliminary Official Statement in the form attached hereto as Exhibit F, and the final Official Statement is hereby authorized and approved by supplementing, amending and completing thc Preliminary Official Statement, with such changes and additions thereto as arc necessary to conform to and describe thc transaction. Thc Mayor is hereby authorized to execute thc Official Statement as so supplemented, amended and completed. Thc City Council consents to thc usc and public distribution by the Purchaser of thc final Official Statement in connection with the offering for sale of the Certificates. Section 7. Further Authority. The officers, agents and employees of the City, including the Mayor, City Clerk, City Manager and Director of Finance, are authorized and directed to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance, and to carry out, comply with and perform the duties of the City with respect to the First Supplemental Base Lease, the First Supplemental Lease, the Continuing Disclosure Agreement and the Tax Agreement, to make alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability. Section 8. Effective Date. This Ordinance shall take effect and be in full force immediately after its passage by the City Council. -3-