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Amendz�nent to Loan Agreement"), between the City and the Borrower, substantially in the forms on file
<br />with t�e City on the date hereof, which are hereby approved, with such changes as shall be approved by
<br />#he City Administrator and Bond Counsel, including but noi limited to any changes deemed necessary by
<br />Bond Counsel in order to obtain a rating from Moody's Investors Service, as rating agency; provided that
<br />the execution thereof by the Mayor and the City Administrator shall be conclusive evidence of such
<br />approval.
<br />5. The Mayor and the City Administrator are hereby designated as the represematives of the
<br />City with respect to the Conversion and the issuance of the Letter of Credit transaction. The Mayor, the
<br />City Adminisfrator, and other officers of the City are authorized and directed to execute and deliver any
<br />and all certificates, agreements, or other docuz�.ents which are required by the Original Indenture, as
<br />amended by the First Amend�nent to Indenture, or any other agreemenis, cer�ificates or docunnents which
<br />are deemed necessary by Bond Counsci to docuznents as are necessary, custamary, or appropriate in
<br />con�ection with the raiss�ance of the Bond, ar are required by bond counsel to complete the Conversion
<br />and establish the vaIidity or en%rceability of the Bond or the exclusion from grass income of interest on
<br />the Bond for purposes of federal income taacation and S�ate of Minnesota taxation {including but not
<br />limited to the execution of an endarsement to the Borrower's Tax Certificate and an Ir�formation Return
<br />for Tax-Exempt Private Activity Bond Issues, Fortn 8038 (Rev. April 201 I).
<br />6. The City Council consents to the sale of the Series 20I0 Bonds to the Underwriter upon
<br />the offer of the Underwriter to purchase the Series 2010 Bonds in accordance with the terms oithe Bond
<br />Purchase Agreement, following the mandatory tender of the Series 201Q Bon.ds on or after
<br />September 29, 2011.
<br />7. The preparation of the Reoffering Circular in conjunction with the rennarketing of the
<br />Series 2010 Bonds is hereby authorized. The City has not participated in the preparation of the
<br />Reoffering Circular and has made no independent investigation with resp�ct to the info�nnation contained
<br />therein, including the appendices thereto, and the City assumes no responsibility for the su�'�'iciency,
<br />accuracy, ar completeness of such information. Subject ta the foregoing, the City k�ereby consents to the
<br />distribution and the use by the Remarketing Agent of the Reoffering Circular in connection with the
<br />remarketing of the Series 20I0 Bonds. The Reoffering Circular is the sole material consented to by the
<br />City for use in conz�ection with the remarketing of the Series 2010 Bonds.
<br />S. The City hereby approves the execution and delivery by the Trustee of the First
<br />Amendment to Indenture, the Continuing Disclasure Agreement, to be dated on ar after September 1,
<br />2011 (the "Continuing Disclosure Agreement"), between the Borrower and the Trustee, the Pledge and
<br />Security Agr�ement, to be dated on ar after Septerriber l, 2011 (the "1'lec�ge Agreement"), bEtween the
<br />Borrawer, the Bank, and the Trustee, and all other instrutx�e�ts, certi�"icates, and documents prepared in
<br />conjunetion with the issuance of the Bonds t�at require execution by the Trustee. The City hereby
<br />authorizes Kennedy & Graven, Chartered, as Bond Counsel of the City, to prepare, execute, and deli�er
<br />its approving legal opinion with respect to t1�e Conversion of the Series 2010 Bands and the issuance of
<br />the L,etter of Credit snd the continued validity and enforceability of the Series 2010 Bonds and the tax-
<br />exempt status of interest on the Series 2010 Bonds.
<br />9. As originally sta#ed in the Resolutions, the Series 20 � 0 Bonds are special, limited
<br />obligatians of the City payable solely from the revenues of the Project. The Series 201Q Bonds do not
<br />constitute an indebtedness, liability, general or moral obligation, or a pledge of the faith and credit or any
<br />taxing powers ai th� City, tlae County of Ramsey, the State of Minnesota, or any political subdivision
<br />thereof. The Series 20I0 Bonds are secured solely by the r�venues derived by the City from the Original
<br />Loan Agreement, as amended by the Fizst Amendment to Loan Agreement, and pledgad to the Series
<br />2010 Bonds pursuant to the �erms of the Pledge Agreement and by revenues and assets pledged or applied
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