83-023 RES CERTIFICATE FOR RESOLUTION

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Refunding Bonds, Series 1983 (the "Refunding Bonds") for the purpose of providing, together with other lawfully available funds provided by the Issuer, amounts sufficient to provide for the payment of the principal of and interest on the Refunded Bonds on the dates and in the amounts shown on Exhibit "B" attached hereto; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Bonds to the purchasers thereof, the proceeds of the Refunding Bonds, and other funds, shall be applied to purchase certain direct obligations of the United States of America hereinafter defined as the Escrowed Securities for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Bonds as it accrues and becomes payable and the principal of the Refunded Bonds whether at maturity or upon redemption; and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent; and WHEREAS, the Escrow Agent is also a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Bonds, the Issuer, and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: "Code" means the Internal Revenue Code of 1954, as amended, and the rules and regulations thereunder. "Escrow Agent" means InterFirst Bank Dallas, National Association, Dallas, Texas and its successors as Escrow Agent under this Agreement. "Escrow Fund" means the to be administered by the provisions of this Agreement. fund created by this Agreement Escrow Agent pursuant to the "Escrowed Securities" means the $1,995,900 in princ- ipal amount of noncallable United States Treasury Obliga- tions - State and Local Government Series to be initially purchased with proceeds of the Refunding Bonds together with all reinvestments of the proceeds thereof as contemplated and required and as more fully described in Exhibit "C" attached to this Agreement. 2