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<br />EN HILL�
<br />CITY OF ARDEN H�LLS
<br />COUNTY OF RAMSEY
<br />STATE OF 1VIiNNESOTA
<br />RESOLUTION NO. 2�I1.-044
<br />APPROVING THE CONVERSION OF THE CITY'S ADJUSTABLE RATE
<br />REVENUE BONDS {NORTHWESTERN COLLEGE PROJECT), SERIES 20�0,
<br />TO A VAR.�ABLE RA.TE M�DE; AND APPROVING AND AUTHORIZING THE
<br />EXECUTIUN AND DELiVERY 4F D4CUMENTS RELATED THERETO
<br />WHEREAS, pursuant to Mintiesota Statutes, Sectzons 469.152 through �69.1b51, as amended
<br />(the "Act"), resoiutions of the City of Arden Hills, Minnesota {the "City") adopted by the City Council on
<br />November 30, 2Q09, March 29, 2010, and Navembar 15, 2010 {collectively, the "Resolutions"), and a
<br />Trust Indenture dated as of Novem.ber 1, 20] 0(the "�riginal Indenture"), between the City and U.S. Bank
<br />National Association, as t�rustee {the "Trustee"}, the City issued its Adjustable Rate Revenue Bonds
<br />(Northwestern College Project), Series 20I0 (the "Series 2010 Bonds"), in the original aggregate
<br />principa[ amount of $8,000,000, on behalf of Nor�l�westarn College, a Minnesota nonprofit corporation
<br />(the "Borrower"); and
<br />WIIEREA5, proceeds of the Series 20IO Bonds w�re Ioaned to t�.e Borrower pursuant to the
<br />terms of a Loan Agreement, datad as of Novenaber 1, 2010 (the "Original Loan Agreement"}, betweer� the
<br />Issuer and the Borrower, to finance the acquisition, construction and equipping of a portion of ari
<br />appraximately 70,000 square foot student center iacility, providing new dining faci�ities, an expar�ded
<br />campus store, student lounges, study areas, of�ce space for student organizations, classrooms, and
<br />meeting spacas, located on the portion of the Northwestern Campus located within the City. The portion
<br />of the student ce�ter facility financed with the proceeds of the Series 2010 Bonds includes student
<br />lounges, study areas, student development offices and meeting space for student organizations, co:m tx�on
<br />areas, of�ices, the print shop, mail and shipping areas, receiving area, a conference room, the bookstore,
<br />the bookstore storage area, baokstore �quiprtient, the telecommunications room, and a proportionate share
<br />of the mechanical room, etectrical, elevators, stairs, bathrooms, janitors' closets, hallways, furniture,
<br />signage, generat equipment and furniture, site work, technology wiring, and technology ec�uipinent
<br />(collectively, the "Praject"); and
<br />W[�REAS, the Series 201Q Bonds presently bear interest at the Flex Private Placement Rate
<br />Mode, as defined in the ir�denture, but the Borrower has determined to convert the Series 2010 Bonds to a
<br />Weekly Mode, as defined in the Indenture (the "Conversian"}; and
<br />WIIEREAS, pursuant to Section 6.01 and Section 4.45 of t�e Original Indenture, prior to the
<br />Conversion, a Letter of Credit naust be delivered �o the Trustee to secure the Series 2010 Bonds; and
<br />WHEREAS, Section bAl of the Original Ir�denture also reyuires a mandatory tender of aII
<br />Series 2010 Bonds at any time a Letter of Credit (or Substitute Letter af Credit) is delivered to secure the
<br />Series 2010 Bonds and such rr�andatary t�nder is sch.eduled to occur on or after 5eptember 29, 2411; and
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