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Redemption Date Premium <br />June [29], 2017 through June [28], 2018 5% <br />June [29], 2018 through June [28], 2019 1 2% <br />June [29], 2019 through June [28], 2020 <br />June [29], 2020 through June [28], 2021 <br />June [29], 2021 through June [28], 2022 <br />June [29], 2022 and thereafter <br />Notwithstanding anything herein to the contrary, the Bonds may be redeemed in amounts <br />less than Authorized Denominations as required by Section 3.01(b) of the Continuing <br />Covenant Agreement. <br />3. Section 1.01 of Exhibit A to the Financing Agreement is hereby amended by <br />deleting and replacing the following definition: <br />"Fixed Rate" means a per annum rate of interest equal to 2.54% multiplied by the <br />Margin Rate Factor. <br />4. Section 1.01 of Exhibit A to the Financing Agreement is hereby amended by <br />adding the following defined terms in the order appropriate: <br />"Margin Rate Factor" means the greater of (a) 1.0, and (b) the product of (i) 1.0 <br />minus the Maximum Federal Corporate Tax Rate multiplied by (ii) 1.53846. The <br />effective date or any change in the Margin Rate Factor shall be the effective date of the <br />decrease of increase (as applicable) in the Maximum Federal Corporate Tax Rate <br />resulting in such change. <br />"Maximum Federal Corporate Tax Rate" means the maximum rate of income <br />taxation imposed on corporations pursuant to Section 11(b) of the Code, as in effect from <br />time to time or, if as a result of a change in the Code the rate of income taxation imposed <br />on corporations generally shall not be applicable to the Purchaser, the maximum statutory <br />rate of federal income taxation which could apply to the Purchaser. <br />5. Except as herein amended or supplemented all other provisions of the Financing <br />Agreement shall remain in full force and effect. <br />6. In the event any provision of this Amendment shall be held invalid or <br />unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render <br />unenforceable any other provision hereof. <br />2 <br />8329253x3 <br />