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WHEREAS,, Section 13.10 of the Financing Agreement provides, in part,, that the Financing Agreement may not be amended, changed, modified, altered, or terminated unless such amendment,, change, modification, alteration or termination is contained in a written instrument executed by all of the parties to the Financing Agreement and is consented to by the Servicing Agent and the Sole Holder, if any, and is accompanied by an opinion of Bond Counsel that such change will not adversely affect the exclusion from Gross Income of interest on the Bonds; and WHEREAS,, in accordance with the provisions of Section 13.10 of the Financing Agreement, the Servicing Agent and the Sole Holder have consented to this First Supplemental Loan and Financing Agreement as evidenced by their execution of the consent pages attached hereto. NOW, THEREFORE,, in consideration of the premises and for other good and valuable consideration,, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.- I. Incorporation of Recitals. The foregoing Recitals are incorporated in this First Supplemental Financing Agreement and made a part hereof by this reference to the same extent as if set forth herein in full. 2. Definitions. All capitalized terms used in this First Supplemental Financing Agreement (including the Recitals hereto) and not otherwise defined herein shall have the meaning given such terms as set forth in the Financing Agreement. 3. Modifications to the Financins! Asweement. The Financing Agreement is hereby modified as follows.- (A) Letter of Credit. The following provisions shall be added to the Financing Agreement as "Section 5.7 and shall become a part of the Financing Agreement.- \# 419972 011367-0283 "SECTION 5.7. Letter of Credit. (i) The Borrower shall provide a sight draft irrevocable letter of credit in the amount of $,480,,000 naming the Servicing Agent or its designee as the beneficiary (hereinafter referred to as the "Letter of Credit"). The Letter of Credit shall serve as additional collateral for the Bonds,, the Loan,, and all of the Borrower's Obligations. The Letter of Credit shall be irrevocable,, shall be for term expiring no earlier than September 28, 2011, and shall be available for draw by the Servicing Agent, as beneficiary thereof, or any assignee of the Servicing Agent, at sight. The Servicing Agent or its assignee shall be entitled to draw upon the Letter of Credit to pay for any amounts that the Borrower is required to pay pursuant to the terms of the Documents,, including, but not limited to, all amounts of principal, interest, and late fees owed under the Note and the Bonds by the 0