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SECTION 1. Amendment of the Lease Agreement (a) The description of the Property contained in Exhibit A to the Lease Agreement is hereby amended by releasing and terminating from the Lease Agreement all property described in Exhibit A attached thereto. The resulting description of the Property shall be as described in Exhibit B attached hereto which shall modify and replace in its entirety Exhibit A attached to the Lease Agreement. (d) By virtue of such substitutions, the Authority hereby leases to the City and the City hereby leases from the Authority, the Property, as now described in Exhibit B attached hereto. SECTION 2. Other Conditions Satisfied. The City hereby certifies that (a) the City has certified in writing to the Authority, the Trustee and the Bond Insurer that the remaining useful life of such substitute Property meets or exceeds the remaining term of the Lease Agreement, serves the purposes of the City, and constitutes property that is unencumbered, (b) the City has certified to the Authority, the Trustee and the Bond Insurer that the fair rental value of the Property following such substitution is at least equal to the Base Rental (as defined in the Lease Agreement) payments attributable to the Property prior to such substitution, as determined by an MAI appraisal of the Property after said substitution; (c) the City has furnished the Authority, the Trustee and the Bond Insurer with a written Opinion of Counsel (as defined in the Lease Agreement), that the amendments providing for the substitution have been duly authorized, executed and delivered and constitute the valid and binding obligations of the City and the Authority enforceable in accordance with their terms; (d) the City has obtained a title insurance policy insuring the City's leasehold interest in the substituted Property; (e) the City has furnished the Authority, the Trustee and the Bond Insurer with a written opinion the City Attorney of the City to the effect that the exceptions, if any, contained in the title insurance policy referred to above do not interfere with the beneficial use and occupancy of the substitute Property by the City for the purposes of leasing or using the substitute Property; (f) the City has furnished the Authority, the Trustee and the Bond Insurer with a written Opinion of Counsel (as defined in the Lease Agreement), stating that such substitution does not cause the interest components of the interest on the Bonds (as defined in the Lease Agreement) to become subject to federal income taxes; (g) the City has furnished the Authority, the Trustee and the Bond Insurer with evidence that the City has complied with the covenants contained in clauses (1) and (2) of Section 6.03 of the Lease Agreement (relating to insurance) with respect to the substitute Property; (h) the City has furnished the Authority, the Trustee and the Bond Insurer with evidence that the City has delivered to any rating agency then rating the Bonds copies of the Certificates and appraisal described in paragraphs (a) and (b) above; -3- 4 -186