WEST MIFFLIN SANITARY SEWER MUNICIPAL AUTHORITY

BOARD OF DIRECTORS’

SPECIAL MEETING MINUTES

MONDAY, APRIL 25, 2005

CALL TO ORDER

ROLL CALL: Albert Kopay, Jr., George Miklos, Lea Mangino, Glenn Labosco. ABSENT: John Schmidt

Also Present: James P. Hannan, P.E., General Manager; Joseph Weisner, and Chip McCarthy of HT Capital Markets; Wayne D. Gerhold – Bond Counsel; Ira Weiss – Solicitor; Kenneth W. Ruffing – State Legislator – 38th Legislative District and son

A quorum was established and the meeting commenced at 6:02 PM.

ANNOUNCEMENTS FROM THE CHAIR – None

RECEPTION OF VISITORS - Kenneth W. Ruffing – State Legislator – 38th Legislative District and son

Amendment to Labor Agreement

Solicitor Ira Weiss described the circumstances that led to this change in the collective bargaining agreement and recommending its adoption.

1. On motion (Kopay/Mangino) approved Resolution Number 89-05: A Resolution of the West Mifflin Sanitary Sewer Municipal Authority as an amendment to the labor agreement with the General Warehouseman and Employees Union Local 636 regarding prescription coverage. The amendment would require the payment by the WMSSMA of one-half of the co-payments for the prescription drugs upon being presented with paid receipts from the employee. This change will be implemented immediately.

Vote: 4-yes (AK, GM, LM and GL) 1-absent (JS).

Basis Swap Agreement

Joe Weisner described the circumstances and generally described swap agreements. Chip McCarthy described the technical aspects of this particular agreement and its protections vs. common swap agreements and the element of risk with the overlying risk being if the federal government changed the tax code and went to a flat tax. Bond Counsel, Wayne D. Gerhold, went over the documents that had been prepared for this particular transaction and discussed with the Board the trigger number and reason for the General Manager to set the minimum level of the Swap Premium to be approved, based on a minimum return to the WMSSMA of 2 percent. Solicitor Ira Weiss responded to questions from the Board as to whether he recommended proceeding with the swap.

2. On motion (Kopay/Mangino) approved Resolution 90-05: A Resolution of the West Mifflin Sanitary Sewer Municipal Authority for an interest rate management plan authorizing and awarding qualified interest rate management agreements pursuant thereto. The West Mifflin Sanitary Sewer Municipal Authority (WMSSMA) is entering into a Basis Swap agreement with Wachovia Bank, NA for the 1998 Sewer Revenue Bonds. The General Manager is authorized to set the closing date and execute all required documents of the Basis Swap based on a minimum net payment to WMSSMA of 2% of the outstanding bonds of the 1998 issue at closing.

Vote: 4-yes (AK, GM, LM and GL) 1-absent (JS).

A brief executive session was held to discuss personnel.

3. On motion (Kopay/Labosco) the meeting adjourned at 7:05 PM.

Vote: 4-yes (AK, GM, LM and GL) 1-absent (JS).

Respectfully Submitted:

Leah Mangino, Secretary