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WHEREAS, the Borrower �as arranged for a Letter of Credit (the "Letter of Credit") to be issued
<br />by BMO Ha�-t�zs Bank N.A., a national banking association (the "Bank") for the benefit af the Trustee to
<br />secure the Series 2010 Bonds. Th� Letter of Credit is proposed to be delivered to the Trustee and become
<br />effective on or after September 29, 201 L The Letter of Credit will be delivered pursuant to the terms of
<br />the Reimbursement Agreement, to be dated on or after September l, 2Q11 (the "Reimbursernent
<br />Agreetnent"}, between the Borrower and the Bank; and
<br />WIIEREAS, the City has been advised by its bond counsel t�at the provision of the Letter of
<br />Credit as security for the Series 2010 Bonds will cause a"reissuance" af the Series 2Q10 Bonds for t�
<br />purposes pursuant to Section L1001-3 of the Treasury Regulations pro�nulgated under the Internal
<br />Revenue Code of 1986, as amendec�, and therefore, for tax purpases, the 5eries 20Id Bonds wiIl be
<br />treated as if they were refunded on the da#e of the Conversion; and
<br />WHEREA�, the Barrawer will enter into a Bond Purchase Agreemen�, to be dated an or after
<br />September 1, 20ll (the "Bond Purchase Agreement"), with M&I Financial Advisors, Inc. (the
<br />"Underwriter"), pursuant to which the Und�rwriter will purchase the Series 2010 Bonds following the
<br />mandatory tender of the Series 2010 Bonds; and
<br />WHEREA�, ir� order for the Series 2010 Bonds to be soId to the public %ilowing the Canversion,
<br />a Reoffering Circular has been prepared and is pr�posed to be t�istributed to potential purchasers; and
<br />WHEREAS, the Borxower wil� enter into a Remarketing Agreement, to be dated on or after
<br />September l, 2011 {the "Aemarketing Agreement"), with BMO Capital Markets GKST Inc., acting as
<br />remarketing agent {the "Remark.eting Agent"), which sets out #he duties and obligations of the
<br />Remarketing Agent ta remarket the Series 2010 Bonds following the Conversion; and
<br />WIIEREAS, in conjunction with the Conversion, t,he mandatory tender of ihe Series 2010 Bonds,
<br />and the issuance of the Letter of Credit, the City, as issuer of the Series 2410 Bonds, must approve certain
<br />actions of the parties and execute various docut�aent amendments to incorporate the terms of the
<br />Conversion and Letter of Credit into the doc�ments related to the Series 2� 10 Bonds; and
<br />NOW, THEREFORE, BE IT RE50LVED by the City Co�ncil of ihe City of Arden Hills,
<br />Minnesota, as follows:
<br />L The City CounciI hereby consents to the Conversion of the Series 2010 Bonds on or after
<br />September 29, 2011, and to the reof%ring of th� Scries 2010 Bonds to the public.
<br />2. The City Council acknowledges the issuance af tlie Letter of Credit by the Bank to be
<br />delivered to �ae Trustee as security for the �eries 2010 Bonds.
<br />3. The City Council hereby approves the changes made fio the Series 2010 Bonds to
<br />incarporate the terrr�s of the Conversion and the issuance of the Letter o� Credit, substantially in the form
<br />on file with tlie City on the date hereof, which is hereby approved, witi� such changes as shall be approved
<br />by the City Administrator and Kennedy & Graven, Chartered, as bond counsel io the City ("Bond
<br />Counsel"); provided that the execution there�f by the Mayor and the City Ad�ninistrator shall be
<br />conclusive evidence of such approval.
<br />4. The City Council hereby approves the First Amendment to Trust Indenture, to be dated
<br />on or after Septernber 1, 2011 (the "First Amendment io Indenture"}, between the Ci�ty and the Trustee,
<br />and the First Amendment #o Loan Agreemenfi, to be dated on or after �epte�nber 1, 201 i(the "First
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