REGULAR SESSION BOARD MEETING Thursday, June 14,2012

Transcription

1 REGULAR SESSION BOARD MEETING Thursday, June 14,2012 A Regular Board meeting of the New Jersey Sports and Exposition Authority was held on Thursday, June 14, 2012, at 10:00 a.m., in the NJSEA Executive Offices in East Rutherford, New Jersey. Members Members in Attendance: Mike Ferguson, Chairman Joseph Buckelew, Vice Chairman Armando Fontoura, Member Michael H. Gluck, Esq., Member Harry Harchetts, Member Wayne Hasenbalg, Esq., President and Chief Executive Officer LeRoy Jones, Member George Kolber, Member Jim Leonard, Chief of Staff, NJ State Treasurer's Representative Paul Macchia, Chief of Staff, New Jersey Meadowlands Commission Representative Anthony Scardino, Member Absent: Robert Harris, PhD., Member Michael Neglia, Member Steven Plofker, Member Fred Potter, Member Robert Yudin, Member Also Attending: Giuseppina Coppa, Vice President IT Telecommunications John Duffy, Vice President Engineering, Construction and Regulatory Affairs Ralph J. Marra, Jr., Esq., Sr. Vice President Legal and Governmental Affairs Phil McGovern, Esq., Connell Foley James Minish, Executive Vice President, Facilities Lennon Register, Chief Financial Officer John Samerjan, Vice President Public Affairs Mark E. Stefanacci, Esq., COO, Legal Counsel Nicole Grifo, Assistant Counsel, Governor's Authorities Unit Robert Weakley, Sr. Vice President, Human Resources George Zahn, Vice President, Purchasing and Risk Management Chairman Chairman Ferguson called the meeting to order at 10:05 a.m. Ferguson stated that the New Jersey Sports and Exposition Authority gave notice of the time, place, and date of this meeting by providing such notice to the Secretary of State for the State of New Jersey, The Star-Ledger, The Record, and other newspapers and by posting the notice at the offices of the Authority.

2 ,. Chairman Ferguson introduced and a warm welcome to Michael Gluck, Esq., the newest Commissioner appointed by the Governor. Chairman presented the minutes of the Board Meeting held on April Upon motion by Commissioner Scardino and by Commissioner Fontoura, the minutes of the Meeting held April , were approved by a vote 1 II. EXECUTIVE SESSION Resolution Authorizing the New Jersev Sports and Exposition Authority to Conduct a Meeting to Which the General Public Shall Not Be Admitted Chairman discuss rnnit r<jii"t' matters matters. into Executive """'"...,... to RESOLUTION Upon motion made by Commissioner Scardino and seconded by Commissioner Fontoura, 20tL 14 RESOLUTION AUTHORIZING THE NJSEA TO ENTER INTO A MEETING TO WHICH THE GENERAL PUBLIC SHALL NOT BE ADMITTED was approved by a vote of 1 Executive Session commenced at 10:07 a.m. Public Session resumed at 10:12 a.m. III. 1. Chairman the report of cash disbursements over $100,000 for the months of April and May 2012 and professional invoices for the month of April Upon motion Buckelew seconded by Commissioner Fontoura, the cash over $100,000 for the months of April and May 2012 and the professional invoices month of April 2012 were approved subject to the following recusals: 2

3 Commissioner Buckelew Creamer Sanzari Tri Venture; Boro of Oceanport Commissioner Scardino Creamer Tri Venture 2. RESOLUTION AUTHORIZING ADDITIONAL SIGNATORIES TO EXISTING BANK ACCOLINT Chairman Ferguson presented Resolution Authorizing Additional Signatories to Existing Bank Account. Upon motion by Commissioner Scardino and seconded Commissioner was approved by a vote of Commissioner Jones.::.nl'.::.re:../"I the meeting at this time. IV. CONSTRUCTION COMMITTEE 1. Review of Engineering Projects at the Meadowlands Sports Complex and Monmouth Park Racetrack Mr. Duffy gave an overview of existing projects at the Meadowlands Racetrack and Monmouth. Approval of Construction Committee Meeting Minutes of June The Chairman presented the minutes meeting held on June 4, the Construction Committee V. AWARDS Upon motion by Commissioner Fontoura and seconded by Commissioner Scardino. the Construction Committee meeting minutes of June 4, 201 were approved by a vote of Two (2) New Cherry Hill, New vehicles were purchased from Winner of of pricing contained in NJ State Contract 3

4 A at a total of $47,988. These will two vehicles that are in Upon motion by Commissioner Scardino and by Commissioner Fontoura, the award to Winner of Cherry Hill, New Jersey, on the of pricing contained in NJ State Contract A at a total cost of $47,988, was approved by a vote of 11 B. Awards Exceeding $100,000 One (1) bid was in response to safety-related to IZOD the amount $252,400 is recommended for Management Inc., a vendor bid for A contract in to TCI Construction and low qualified motion by Commissioner \,1'\1;;;1 seconded by Commissioner Fontoura, the contract in amount of was approved for award to Construction and Management Co. Inc. for safety-related to IZOD Gate 0 by a vote of Chairman VI. ATLANTIC CITY Ferguson presented the Fourth Supplemental Convention Bond Resolution. Luxury Tax Phil Esq., of Foley, advised that the Resolution authorizes the refunding of existing NJSEA bonds and is a step toward furtherance the transfer of NJSEA assets liabilities to the The Bond Resolution has a coordinated between the agencies and Treasurer's office. Upon motion by Commissioner Buckelew and seconded by Commissioner Scardino, was by a vote of VII. CHIEF EXECUTIVE OFFICER'S REPORT Mr. Hasenbalg advised that the intem program has been re-instituted. This interns were introduced to the Discussions regarding coordinating with the Division of Travel and Picture and Television Development Commission and the Hall of Committee Foundation continue. the Motion 4

5 VIII. PUBLIC COMMENTS There were no comments from the public. The Chairman requested a motion to conclude the meeting. Upon motion made by Commissioner Scardino and seconded by Commissioner Harchetts, the public meeting was adjourned by a vote of :30 a.m. I certify that this is a true and transcript of the Regular ';;:)";~;'I."'I Minutes of the New Jersey Sports and Exposition Authority of June 14, 201 Mark _T"",T"'''' Assistant Secretary 5

6 RESOLUTION RESOLUTION AUTHORIZING THE NEW JERSEY SPORTS AND EXPOSITION AUTHORITY TO CONDUCT A MEETING TO WHICH THE GENERAL PUBLIC SHALL NOT BE ADMITfED BE IT RESOLVED by the New Jersey Sports and Exposition Authority ("Authority") that it shall conduct a meeting to which the general public shall not be admitted to discuss contract negotiations and, if necessary, to act upon pending contracts. BE IT FURTHER RESOLVED that the time when such discussions may be disclosed to the public shall be when and as such disclosure may be made without adversely affecting the Authority's pending and/or anticipated legal, personnel, contractual matters and other matters within the exceptions provided for by statute. ADOPTED: June 14, 2012

7 RESOLUTION ' NEW JERSEY SPORTS AND EXPOSITION AUTHORlTY RESOLUTION AUTHORlZING ADDITIONAL SIGNATORY TO EXISTING BANK ACCOUNT WHEREAS, the New Jersey Sports and Exposition Authority requires an additional signature on one of its existing bank accounts, BE IT RESOLVED, that the person as shown in Attachment A be designated as additional authorized signatory for the account listed. BE IT FURTHER RESOLVED that the Secretary or Assistant Secretary of the Authority be and is authorized to certify to all banks the foregoing resolution and that the provisions thereof are in conformity with the enabling legislation. ADOPTED: Thursday, June 14, Add Wells Fargo _ 2462.doc

8 ATIACHMENT A NEW JERSEY SPORTS AND EXPOSITION AUTHORITY ADDITIONAL SIGNATORY NAME OF BANK ACCOUNT NUMBER ACCOUNT NAME ADD SIGNATORY Wells Fargo Sports Complex Ripal Desai Operating Controlled Disbursement 2012 Add Wells Fargo _2462.doc

9 R.es ;;){;D t;l-i {J) NEW JERSEY SPORTS AND EXPOSITION AUTHORITY Not Exceeding $125,000,000 Convention Center Luxury Tax: Refunding Bonds, Series 2012 FOURTH SUPPLEMENTAL CONVENTION CENTER LUXURY TAX BOND RESOLUTION Adopted June 14,

10 TABLE OF CONTENTS PAGE ARTICLE I SECTION 101. SECTION 102. SECTION 103. Supplemental Resolution Authority for this Fourth Supplemental Convention Center Luxury Tax Bond Resolution Definitions ARTICLE II ,...,......,..., SECTION 201, Designation, Series and Principal Amount SECTION 202. Purpose ,..., SECTION 203. Authorization of Direct Sale of Series 2012 Bonds to CRDA; Approval of Direct Purchase Contract Determination under Executive Order No SECTION 204. Escrow Deposit Agreement SECTION 205. Transfer of Convention Center Project from NJSEA to CRDA....5 SECTION 206. Additional Proceedings SECTION 207. Denomination, Numbers and Letters SECTION 208. Redemption SECTION 209. Application of Proceeds of Series 2012 Bonds; Other Funds ARTICLE III SECTION 301. Effective Date

11 NEW JERSEY SPORTS AND EXPOSITION AUTHORJTY FOURTH SUPPLEMENTAL CONVENTION CENTER LUXURY TAX BOND RESOLUTION Adopted June 14, 2012 WHEREAS, the New Jersey Sports and Exposition Authority (the "Authority" or "NJSEA") was duly created and now exists pursuant to the New Jersey Sports and Exposition Authority Law., P.L c. 137, as amended and supplemented, N.J.S.A. 5:12 1 et. seq (collectively, the "Act"), as such Act may be further amended and supplemented from time to time; and WHEREAS, pursuant to the Act, the Authority has undertaken the Convention Center Project (as hereinafter defined); and WHEREAS, in connection with the Convention Center Project, and pursuant to the Act and the Resolution (as hereinafter defined), the Authority has issued its Convention Center Luxury Tax Refunding Bonds, Series 1999, of which $77,265,000 in aggregate principal amount are currently Outstanding, and its Convention Center Luxury Tax Refunding Bonds, Series 2004 of which $23,085,000 in aggregate principal amount are currently Outstanding (collectively, the "Outstanding Bonds"); and WHEREAS, the Outstanding Bonds were issued to refund portions of the Authority's $168,025,000 Convention Center Luxury Tax Bonds, 1992 Series A, which were issued to fund the acquisition of a leasehold Interest in the East Hall (the "East Hall") of the Boardwalk Hall of the Atlantic City Convention Center ("Boardwalk Hall") from the Atlantic County Improvement Authority and to pay a portion of the cost of constructing the Convention Center; and WHEREAS, the Outstanding Bonds are payable from Luxury Tax Revenues (as defined in the Resolution); and WHEREAS, P.L. 2008, c. 47 of the Laws of New Jersey of 2008 was enacted and became effective on July 18, 2008 (the "2008 Act"), which among other things, directs the transfer of the Convention Center Project from the Authority to the Atlantic City Convention and Visitors Authority ("ACCVA"), subject to receipt of certain required third party consents, and to facilitate such transfer, re directs the flow of Luxury Tax Revenues to ACCVA and authorizes ACCVA to issue bonds secured thereby ("Luxury Tax Bonds"); and WHEREAS, the 2008 Act requires ACCVA to assume all the powers, rights, assets and duties of NJSEA, including the assumption of all debts, liabilities and obligations of NJSEA as they pertain to the Convention Center Project; and -01

12 WHEREAS, P.L. 2011, c. 18 (the "2011 Act") established an act, inter alia, providing for the establishment of the Atlantic City Tourism District and for the transfer of ACCVA, together with its functions, powers and duties, to the Casino Reinvestment Development Authority ("CRDg); and WHEREAS, upon the transfer of the assets and operations of the Convention Center Project from NJSEA to CRDA, as successor to ACCVA pursuant to the 2008 Act and the 2011 Act, CRDA will succeed to the ACCVA's right to receive Luxury Tax Revenues and its power to Issue Luxury Tax Bonds; and WHEREAS, 2011 Act requires CRDA to assume all of the powers, rights, assets, and duties of ACCVA, including the assumption of all debts, liabilities, obligations and contracts of the ACCVA; and WHEREAS, the 2011 Act authorizes CRDA to issue bonds, refunding bonds, notes, or other indebtedness prior to the Transfer Date (as defined in the 2011 Act) to facilitate the timely occurrence of the Transfer Date; and WHEREAS, in anticipation of the transfer of the Authority's Interests in the Convention Center Project to CRDA, as successor to ACCVA, and In order to facilitate such transfer, CRDA, by resolution adopted April 17, 2012, has determined to issue its Luxury Tax Revenue Refunding Bonds, Series 2012, (the "CRDA Bonds") to be payable from LuxUry Tax Revenues to refund the Outstanding Bonds; and WHEREAS, in order to effectuate the issuance of the CRDA Bonds In a manner which complies with the Authority's existing contractual obligations to certain third parties, it is necessary and desirable that NJSEA shall issue and sell to CRDA its Luxury Tax Revenue Refunding Bonds, (the "Series 2012 Bonds") in an aggregate principal amount not exceeding $125,000,000, which amount shall be equal to the aggregate principal amount of the CRDA Bonds; and WHEREAS, pursuant to the Act and the Resolution, the Authority now wishes to authorize the Issuance of the Series 2012 Bonds to CRDA, which contemporaneously will issue the CRDA Bonds for sale to the public, in order to facilitate the refunding of the Outstanding Bonds, and to pay, or reimburse the Authority or CRDA for, costs associated with the issuance of the Series 2012 Bond and the CRDA Bonds; and WHEREAS, the CRDA Bonds will initially be payable from and secured by the payments of principal or Redemption Price of, and interest on, the Series 2012 Bonds; and WHEREAS, the financing shall be structured such that, upon the transfer of the Convention Center Project by NJSEA to CRDA, the Series 2012 Bonds shall be deemed paid and shall be surrendered to the Trustee for cancellation, and thereafter the CRDA Bonds shall be secured directly by and payable directly from the LuxulY Tax Revenues. NOW, THEREFORE, BE IT RESOLVED by the Members of the New Jersey Sports and Exposition Authority as follows: ARTICLE I AUTHORITY AND DEFINITIONS

13 SECTION 101. Supplemental Resolution. This Fourth Supplemental Convention Center Luxury Tax Bond Resolution (the "Fourth Supplemental Resolution") is supplemental and amendatory to the Convention Center Luxury Tax Bond Resolution adopted by the Authority on October 28, 1992, amended and as supplemented (the "Resolution"). SECTION 102. Authority for this Fourth Supplemental Convention Center Luxury Tax Bond Resolution. This Fourth Supplemental Resolution is adopted (i) pursuant to the provisions of the Act and (ii) In accordance with Article II and Article X of the Resolution. SECTION 103. Definitions. All terms which are defined In the Resolution shall have the same meanings, respectively, in this Fourth Supplemental Resolution as such terms are given in said Resolution. In addition, in this Fourth Supplemental Resolution, (I) terms defined in the preambles to this Fourth Supplemental Resolution shall have the meanings set forth therein, and (ii) the following terms shall have the meanings set forth below: Authorized Authority Official shall mean the Chairman, Vice-Chairman, President and Chief Executive Officer, Chief Operating Officer or the Senior Vice President - Finance and Chief Financial Officer of the Authority. Bond Counsel shall mean, In connection with the issuance of the Series 2012 Bonds, Connell Foley LLP, and thereafter, any lawyer or firm of lawyers recognized in the field of municipal finance and acceptable to the Authority. Bonds to be Refunded shall mean any or all of the Authority's Outstanding $77,265,000 Convention Center Luxury Tax Refunding Bonds, Series 1999 and $23,085,000 Convention Center Luxury Tax Refunding Bonds, Serles 2012, as shall be set forth in the Series Certiflcate. CRDA Indenture shall mean the Indenture of Trust or similar document to be entered into by CRDA in connection with the issuance of the CRDA Series 2012 Bonds. Direct Purchase Contract shall have the meaning set forth in Section 203 of this Fourth Supplemental Resolution. Escrow Deposit Agreement shall mean the Escrow Deposit Agreement, by and among the Authority, the Trustee and CRDA, that Is authorized pursuant to Section 204 of this Fourth Supplemental Resolution. Series Certificate shall mean a certificate of an Authorized Authority Official making certain findings in connection with the issuance of the Series 2012 Bonds pursuant to this Fourth Supplemental Resolution. Such Series Certificate, upon execution and delivery, shall be deemed to be a part of this Fourth Supplemental Resolution. Series 2012 Bonds shall mean the not exceeding $125,000,000 Convention Center Luxury Tax Refunding Bonds, Series 2012, authorized pursuant to Article" of this Fourth Supplemental Resolution

14 ARTICLE " AUTHORIZAnON OF SERIES 2012 BONDS SECTION 201. Designation, Series and Principal Amount. (a) Pursuant to the provisions of the Resolution, a Series of Bonds entitled to the benefit, protection and security of such provisions is hereby authorized to be issued in an aggregate principal amount not exceeding $125,000,000. Such Bonds shall be designated as, and shall be distinguished from the Bonds of all other Series by the title, "Convention Center Luxury Tax Refunding Bonds, Series 2012." The Series 2012 Bonds shall be issued and sold as one or more Series of Bonds pursuant to the provisions of Sections 201 and 205 of the Resolution and shall consist of the Series 2012 Bonds hereinafter authorized. If necessary or desirable in order to reflect the terms of the CRDA 2012 Bonds, the Series 2012 Bonds may be issued in one or more Series, any of which Series may be subordinate to any other such Series. The respective principal amounts, dated dates, Payment Dates, redemption provisions and maturity provisions with respect to the Series 2012 Bonds shall be as determined by the Authorized Authority Officials, to achieve the economic objectives of the refunding, by Series Certificate executed by anyone such Authorized Autholity Official, provided, however, that the final maturity of the Series 2012 Bonds shall be not later than December 1, (b) The Series 2012 Bonds shall be special obligations of the Authority, payable solely out of the Luxury Tax Revenues and the other Pledged Property. Neither the members of the Authority nor any person executing the Series 2012 Bonds issued pursuant to this Resolution or the Act shall be liable personally on the Series 2012 Bonds by reason of the issuance thereof. The Series 2012 Bonds shall not be in any way a debt, liability or obligation of the State of New Jersey (the "State") or any political subdivision thereof (other than the special and limited obligations of the Authority) and shall not create or constitute any indebtedness, liability or obligations (legal, moral or otherwise) of the State or any political subdivision thereof. SECTION 202. Purpose. The Series 2012 Bonds shall be issued for the purposes of refunding the Bonds to be Refunded and paying costs of issuance of the Series 2012 Bonds and the erda Bonds. SECTION 203. Authorization of Direct Sale of Series 2012 Bonds to CRDA; Approval of Direct Purchase Contract; Determination under Executive Order No. 26. The issuance and sale to CRDA of the Series 2012 Bonds are hereby approved. The Authorized Authority Officials, each acting individually or jointly, are hereby authorized to negotiate, execute, attest and deliver the Direct Purchase Agreement, in such form as is customary for such agreements and as an Authorized Authority Official, in consultation with Bond Counsel, may approve. The Authorized Authority Officials are hereby further authorized and directed, with the advice of Bond Counsel, to execute such documents and instruments and take such actions as may be necessary or desirable to comply with and carry out the purposes and intent of the Direct Purchase Agreement. The Authority hereby finds and determines that the issuance of the Series Bonds involves certain circumstances under which a negotiated bond sale is permissible as outlined in Executive Order No. 26 (Whitman, 1994) namely, the complexity of the structuring of the transaction, and the fact that the Series 2012 Bonds will be sold directly to CRDA and will not be publicly offered. acting SECTION 204. Escrow Deposit Agreement The Authorized Authority Officials, each individually or jointly, are hereby authorized to negotiate, execute, attest and deliver the Escrow Deposit Agreement, in such form as is customary for such agreements and as an Authorized Authority Official, in consultation with Bond Cou nsel, may approve. The Authorized )

15 Authority Officials are hereby further authorized and directed, with the advice of Bond Counsel, to execute such documents and instruments and take such actions as may be necessary or desirable to comply with and carry out the purposes and intent of the Escrow Deposit Agreement. SECTION 205. Transfer of Convention Center Project from NJSEA to CRDA. (a) The Authority hereby acknowledges that the Resolution also secures the payment, as Operating Expenses (as defined In the Resolution), and performance by NJSEA of its obligations (collectively, the "Other NJSEA Obligations") in connection with (i) the tax credit transactjon undertaken by Historic Boardwalk Hall, L.L.C., a New Jersey limited liability company of which NJSEA is the Managing Member, entered Into on September 14, 2000, with respect to East Hall of Boardwalk Hall, and (il) the Lease Agreement dated, as of March 1, 2001, between Wilmington Trust Company, as Trustee under the Trust Agreement dated as of March 1, 2000 between it and General Foods Credit Corporation, as Lessor, and NJSEA, as Lessee, and all related documents and instruments, which Other NJSEA Obligations shall survive the defeasance of the NJSEA Bonds and shall be assumed by CRDA on the Transfer Date (as defined in the 2011 Act) or, if later, upon receipt of such third party consents as may be necessary to effectuate the transfer of the East Hall and the Convention Center from NJSEA to the Authority. (b) It is the intent and expectation of the Authority that upon the transfer of the Convention Center Project by NJSEA to erda, the Series 2012 Bonds shall be deemed paid and shall be surrendered to the Trustee for cancellation, and thereafter the CRDA Bonds shall be secured directly by and payable directly from the Luxury Tax Revenues. SECTION 206. Additional Proceedings. As additional proceedings of the Authority in connection with the Issuance, sale and delivery of the Series 2012 Bonds hereby authorized, there is hereby delegated to the Authorized Authority Officials the power to take the following actions and make the following determinations as to the Series 2012 Bonds by Series Certificate of anyone such Authorized Authority Official. (a) To determine, subject to the provisions of this Fourth Supplemental Resolution, the respective principal amounts, maturities, redemption provisions, interest rate or rates and denominations (not exceeding the aggregate principal amount of each maturity) of each of the Series 2012 Bonds and any other provisions deemed advisable by such person not in conflict with or in substitution for the provisions of the Resolution. (b) To provide to CRDA such information about the Authority the Outstanding Bonds, the Resolution and the Luxury Tax Revenues, as may be necessary, if any, for inclusion in the Preliminary Official Statement and the final Official Statement prepared by CRDA in connection with the issuance and sale of the erda Series 2012 Bonds, to authorize the use of the such information in connection with the offering and sale of the Series 2012 Bonds, and to enter into such agreements as to continuing disclosure, if any, as may be required in connection with the issuance and sale of the CRDA Series Bonds (c) To determine the application of the proceeds of the Series 2012 Bonds to the refunding of the Bonds to be Refunded and the payment of costs of Issuance of the Series Bonds and the erda Series 2012 Bonds

16 (d) To make such other determinations, to execute such other agreements, documents, instruments and papers and to do such acts and things as may be necessary or advisable in connection with the issuance, sale and delivery of, and security for, the Series 2012 Bonds that are not inconsistent with the provisions of this Fourth Supplemental Bond Resolution. Any and atl actions heretofore taken by the Authorized Authority Officials in connection with the issuance of the Series 2012 Bonds are hereby ratified. (e) To enter into any and all amendments of the Resolution as may be necessary or desirable in connection with the issuance of the Series 2012 Bonds, if any, including, If the Authorized Officers so determine, provision for the issuance of subordinated Bonds, such amendments to take effect upon the payment, or provision for payment in accordance with Section 1201 of the Resolution, of all of the Outstanding Bonds. (f) In connection with any of the transactions authorized by this Fourth Supplemental Resolution, to make such amendments, modifications and revisions to this Fourth Supplemental Resolution prior to or simultaneously with the issuance of any Series of the Series 2012 Bonds as such Authorized Authority Official may determine, in consultation with Bond Counsel, are necessary or advisable in order to facilitate the issuance and sale of any Series of the Series 2012 Bonds or the CRDA Series 2012 Bonds; provided, however, that the provisions of Section 201 of this Fourth Supplemental Resolution relating to the maximum aggregate principal amount and final maturity date shall not be so amended, modified or revised. All matters determined by an Authorized AuthOrity Official under the authority of this Fourth Supplemental Resolution shall constitute and be deemed matters incorporated into this Fourth Supplemental Resolution and approved by the Authority, and whenever an Authorized Authority Official is authorized or directed to take any action pursuant to this Fourth Supplemental Resolution with or upon the advice, consent or consultation with or by any other person, agency, office or official, a certificate of such Authorized Authority Official may be relied upon as being determinatfve that such advice, consultation or consent has in fact occurred and that such actions of the Authorized Authority Official are valid and binding. SECTION 207. Denomination, Numbers and Letters. The Series 2012 Bonds shall be issued in fully registered form in denominations of $5,000 or any integral multiple of $5,000. Unless the Authority shall otherwise direct, the Series 2012 Bonds shall be lettered and numbered from one upward preceded by the letter "R" prefixed to the number. Subject to the provisions of the Resolution, the form of the Series 2012 Bonds and the Trustee's certificate of authentication therefor shall be substantially in the form set forth in the Resolution. SECTION 208. Redemption. The Series 2012 Bonds shall be subject to optional redemption prior to maturity if provided in the Series Certificate. The Series Bonds shall be subject to mandatory sinking fund redemption if provided in the Series Certificate. SECTION 209. Application of Proceeds of Series 2012 Bonds; Other Funds. (a) The proceeds of the Series Bonds, including accrued interest thereon from their dated date to the date of their initial delivery, shall be applied simultaneously with the delivery of such Series 2012 Bonds as foll ows:

17 (i) There shall be paid to the Trustee, as Escrow Agent under the Escrow Deposit Agreement, such amount as may be designated by an Authorized Authority Official by Series Certificate to be applied by the Escrow Agent in accordance with the Escrow Deposit Agreement; and (ii) There shall be paid to CRDA or the trustee for the CRDA Bonds such amount as may be designated by an Authorized Authority Official by Series Certificate to be applied to the payment of the costs of Issuance of the Series 2012 Bonds and the CRDA Series 2012 Bonds. Any and all amounts remaining In such Series 2012 Bonds Costs of Issuance Account after the application thereof to pay costs of issuance of the Series 2012 Bonds shall be applied as provided In the CRDA Indenture. (b) Simultaneously with the issuance and delivery of the Series 2012 Bonds, there shall be transferred from the Debt Service Account within the Debt Service Fund to the Escrow Agent under the Escrow Deposit Agreement such amount, if any, as may be designated by an Authorized Authority Official by Series Certificate to be applied by the Escrow Agent in accordance with the Escrow Deposit Agreement. upon ARTICLE III EFFECTIVE DATE SECTION 301. Effective Date. This Fourth Supplemental Resolution shall take effect its adoption in accordance with the Act