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"Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit
<br /> derivative transactions, forward rate transactions,commodity swaps, commodity options, forward
<br /> commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
<br /> swaps or options or forward bond or forward bond price or forward bond index transactions,
<br /> interest rate options, forward foreign exchange transactions, cap transactions, floor transactions,
<br /> collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
<br /> options,spot contracts,or any other similar transactions or any combination of any of the foregoing
<br /> (including any options to enter into any of the foregoing), whether or not any such transaction is
<br /> governed by or subject to any master agreement, and (b)any and all transactions of any kind, and
<br /> the related confirmations, which are subject to the terms and conditions of, or governed by, any
<br /> form of master agreement published by the International Swaps and Derivatives Association, Inc.,
<br /> any International Foreign Exchange Master Agreement, or any other master agreement(any such
<br /> master agreement, together with any related schedules, a "Master Agreement"), including any
<br /> such obligations or liabilities under any Master Agreement.
<br /> "Taxable Rate" means, for each day, a rate of interest per annum equal to the product of
<br /> (a)the interest rate on the Note for such day and (b)the quotient of(i) one divided by (ii) one
<br /> minus the Maximum Federal Corporate Tax Rate in effect as of such day.
<br /> Section 1.02. Incorporation of Certain Definitions by Reference; Interpretation.
<br /> Each capitalized term used herein and not otherwise defined herein shall have the meaning
<br /> provided therefor in the Resolutions, unless the context otherwise requires. In the event of any
<br /> conflict between the terms and provisions of this Agreement and the provisions of the Resolutions,
<br /> the provisions of the Resolutions shall be controlling.
<br /> ARTICLE II
<br /> PURCHASE OF NOTE
<br /> Section 2.01. Execution of this Agreement; Purchase of Note.
<br /> (a) Execution of this Agreement. On the Execution Date,the Purchaser hereby
<br /> agrees to purchase the Note on the Closing Date, subject to the satisfaction of or waiver by
<br /> the Purchaser of the conditions precedent set forth in Article III hereof.
<br /> (b) Purchase of Note. On the Closing Date, upon the terms and conditions and
<br /> based on the representations, warranties and covenants of the Authority set forth herein,
<br /> the Purchaser hereby agrees to purchase from the Authority and the Authority hereby
<br /> agrees to issue to the Purchaser,the Note at the purchase price of$46,000,000 representing
<br /> the aggregate principal amount of the Note (the "Purchase Price"). On the Closing Date,
<br /> the Authority shall deliver to the Purchaser the documents described in and satisfy the
<br /> conditions set forth in Article III. Upon delivery of such documents and satisfaction of
<br /> such conditions, the Purchaser will pay the Purchase Price for the Note in immediately
<br /> available federal funds at the direction of the Authority. One fully registered Note, in the
<br /> aggregate principal amount equal to the Purchase Price, shall be issued to and registered in
<br /> the name of the Purchaser, and shall be delivered at the direction of the Purchaser. Upon
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