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P. The costs of the Project will be paid from the proceeds of the
<br />Bonds in accordance with the terms of the Agreement and the Trust Agreement (as
<br />hereinafter defined), and these costs constitute costs of a "project" within the
<br />meaning of the Act.
<br />Q. A public hearing concerning the issuance of the Bonds by the
<br />Issuer to finance or refinance the acquisiiaon, construction and equipping of the
<br />Project, at which comments and discussions from interested persons were solicited
<br />and heard, was held by the Issuer on the date hereof, after and pursuant to
<br />appropriate publication of notice thereof in Press -Journal, a newspaper of general
<br />circulation in Indian River County, Florida, a reasonable period of time in advance
<br />of said hearing.
<br />R. Following such public hearing, issuance of the Bonds is hereby
<br />approved by the Board, and the Board hereby finds that the issuance of the Bonds
<br />to finance or refinance the Project will have a substantial public benefit. The Board
<br />is the elected legislative body of the Issuer and has jurisdiction over the entire area
<br />in which the Project is located.
<br />S. All conditions precedent to the acquisition, renovation,
<br />construction, financing and refinancing of the Project set forth in the Inducement
<br />Resolution have been satisfied, or will be satisfied prior to the delivery of the Bonds,
<br />and the proposal will otherwise comply with all of the provisions of the Act.
<br />T. It is in the best interest of the Issuer to award the sale of the
<br />Bonds to the original purchaser or purchasers designated by the Underwriter
<br />pursuant to the Bond Purchase Agreement and approved by the Chairman
<br />pursuant to the terms and conditions of the Bond Purchase Agreement.
<br />SECTION 4. All actions taken by the Board in connection with its
<br />May 18, 1999, meeting, pertaining to the adoption of the Inducement Resolution
<br />and the execution of the Memorandum of Agreement referred to therein (the
<br />"Memorandum of Agreement") are hereby ratified and confirmed in all respects.
<br />SECTION 5. The acquisition, construction, improvement and
<br />equipping of the Project and the refinancing thereof is hereby authorized.
<br />SECTION 6. For the purpose of paying the cost of the Project, subject
<br />and pursuant to the provisions hereof, the issuance of revenue bonds of the Issuer
<br />under the authority of the Act in the original aggregate principal amount of
<br />$18,000,000, or in such lesser amount as hereinafter provided, is hereby authorized.
<br />Such Bonds shall be designated "Indian River County, Florida, Variable Rate
<br />Demand Revenue Bonds (Saint Edward's School, Incorporated Project), Series
<br />1999," and subject to the award of the sale thereof as hereinafter provided and
<br />payment as provided in the Trust Agreement by and between the Issuer and the
<br />trustee thereunder, the form of which is attached hereto as Exhibit "A" (the "Trust
<br />Agreement"), shall be issued in the name of and delivered to the Underwriter or as
<br />otherwise directed by the Chairman. The sale of the Bonds to the Underwriter in
<br />an aggregate principal amount which shall not exceed $18,000,000 at the purchase
<br />price set forth in the Bond Purchase Agreement (the "Purchase Price") and at an
<br />initial rate of interest, as approved by the Chairman, of not to exceed 12% (the
<br />"Maximum Initial Rate"), is hereby authorized, the Chairman's approval of the
<br />initial rate to be conclusively evidenced by the execution by the Chairman of an
<br />order to the Trustee to authenticate and deliver the Bonds to or upon the order of
<br />the Underwriter.
<br />The Chairman is hereby authorized and directed to award the sale of
<br />the Bonds in the aggregate principal amount of not to exceed $18,000,000, at the
<br />Purchase Price, to the order of the Underwriter.
<br />The Bonds shall be dated such date, shall bear interest at such rates,
<br />shall be payable or shall mature on such date or dates, shall be issued in such
<br />denominations, shall be subject to optional, extraordinary and mandatory
<br />redemption at such time or times, and upon such terms and conditions, shall be
<br />subject to optional tender at such time or times and upon such terms and
<br />conditions, shall be payable at the place or places and in the manner, shall be
<br />executed, authenticated and delivered, shall otherwise be in such form and subject
<br />to such terms and conditions, all as provided in the Trust Agreement, as may be
<br />established by resolution of the Issuer adopted prior to the issuance of the Bonds, or
<br />as may be approved by the Chairman, and the authority to approve such matters is
<br />hereby expressly delegated to the Chairman, with such approval to be conclusively
<br />evidenced by the Chairman's execution of any documents including such terms.
<br />JULY 20,1999
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