2004-54 AUTHORIZING AND APPROVING THE REFUNDING OF OUTSTANDING SERIES 1993 BONDS

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W��AS, it has been determined that in order to obtain funds to accomplish such purposes the County will issue $0,000,000 in aggregate principal amount of its Revenue Refunding Bonds, Millikin University, Series 2004 (the "Series 2004 Bonds") under a Trust Indenture dated as of July l, 2004 between the County and Hickory Bank and Trust, fsb, as trustee(the"Series 2004 Trustee"); and W�xEAs, in order to accomplish the refunding of the Refunded Series 1993 Bonds, to secure the payment of the principal of and interest on the Refunded Series 1993 Bonds through and including , 2004 and to redeem on , 2004 all outstanding Refunded Series 1993 Bonds at a redemption price of 100% of the principal amount thereof, a portion of the net proceeds of the sale of the Series 2004 Bonds, together with certain other funds, will be used to purchase certain Government Securities (as defined in the Series 1993 Indenture), which Government Securities, together with the income or increment to accrue thereon, without consideration of any reinvestment thereof, and certain uninvested cash, will be fully sufficient to a or redeem the rinci al of and interest on the Refunded Series 1993 Bonds as heretofore PY P P stated; and W�REAS, this First Supplemental Indenture is entered into for the purpose of accomplishing the advance refunding of the Refunded Series 1993 Bonds in accordance with the Series 1993 Indenture and for the purpose of setting forth the duties and obligations of the parties hereto in connection therewith; NOW, THEREFORE, IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the parties hereto that all the trust estate is to be held and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth, and the City, for itself and its successors, does hereby covenant and agree to and with the Series 1993 Trustee and its successors in said trust, for the benefit of those who shall own the Refunded Series 1993 Bonds, or any of them, as follows: ARTICLE I DEFINITIONS Section 101. As used in this First Supplemental Indenture, the following words and terms shall have the following meanings, unless the context clearly indicates otherwise. Any capitalized words or terms used herein which are not defined herein shall have the meanings assigned to them in the Series 1993 Indenture. "Ciry"means the City of Decatur,Macon County,Illinois. "Corporation" means Millikin University, an Illinois not for profit corporation, and its successors and assigns and any surviving,resulting or transferee corporation. -2-