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BOOT( IOi PAGE El
<br />G. On December 19, 1996, the Issuer adopted Resolution No. 96-159 (the
<br />"TEFRA Resolution") approving, for purposes of Section 147(f) of the Internal Revenue
<br />Code of 1986, as amended, and subject to the satisfactions of all conditions set forth
<br />in the TEFRA Resolution, the Issuance of tax-exempt bonds in an aggregate principal
<br />amount not to exceed $5,000,000 to finance the cost of the Project and the tax-
<br />exempt bonds to be issued under this Resolution will consist of the Series 1997A
<br />Bond in the initial principal amount of up to $3,825,000.
<br />H. To evidence its obligations, the Borrower proposes to execute and deliver
<br />to the Issuer a Loan Agreement, dated as of April 8, 1997 (the "Loan Agreement"),
<br />a Mortgage, Security Agreement and Assignment of Leases and Rents, dated as of
<br />April 8, 1997 (the "Mortgage"), an Assignment of Loan Documents, dated as of April
<br />8, 1997 (the "Assignment") and certain Loan Documents (as that term is defined in
<br />the Loan Agreement) all as described in and provided in the Loan Agreement with
<br />respect to the Bonds. The obligations of the Borrower under the Loan Agreement and
<br />the Mortgage will be guaranteed by Safeguard Scientifics, Inc., a Pennsylvania
<br />corporation, under that Unconditional and Limited Guaranty Agreement, dated as of
<br />April 8, 1997 (the "Guaranty").
<br />I. It is necessary and desirable to approve the form of the Bonds, the Loan
<br />Agreement, the Mortgage, the Guaranty and the Assignment in connection with the
<br />issuance of the Bonds and to specify the interest rates, maturity dates and
<br />prepayment provisions for the Bonds; and
<br />J. The issuance of the Bonds and the sale of the Bonds to Barnett Bank, N.A.
<br />(the "Purchaser") will, in the judgment of the Issuer, serve the intended public purpose
<br />and in all respects conform to the provisions and requirements of the Act.
<br />IT IS RESOLVED THAT:
<br />1. Definitions. Unless the context otherwise requires, terms used in this
<br />resolution (the "Resolution") in capitalized form and not otherwise defined in this
<br />Resolution have the meanings specified in the Loan Agreement attached to this
<br />Resolution as Exhibit A. Words importing singular number will include the plural
<br />number in each case and vice versa, and words importing persons will include firms
<br />and corporations.
<br />Act.
<br />2. Authority for this Resolution. This Resolution is adopted pursuant to the
<br />3. Findings. It is determined and declared as follows:
<br />a. The Project is appropriate to the needs and circumstances of, and
<br />will make a significant contribution to, the economic growth of Indian River County,
<br />Florida, will provide and preserve gainful employment, and will serve a public purpose
<br />by advancing the economic prosperity and the general welfare of such County and
<br />State, and the people of each. Based upon the representations in the Loan
<br />Agreement, the Borrower is financially responsible and fully capable of and willing to
<br />fulfill any obligations which each may incur in connection with the financing of the
<br />Project as contemplated by this Resolution. The Issuer will be able to cope
<br />satisfactorily with the impact of the Project and will be able to provide, or cause to be
<br />provided when needed, the public facilities, including utilities and public services, that
<br />will be necessary for the construction, operation, repair and maintenance of the
<br />Project and on account of any increases in population or other circumstances.
<br />b. The Issuer finds that the Loan Agreement makes adequate provision
<br />for the operation, repair and maintenance of the Project at the expense of the
<br />Borrower and, along with the Guaranty, for the payment of the principal and interest
<br />on the Bonds.
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<br />April 8. 1997
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