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<br />ARBNHILLS
<br />CITY OF ARDEN HILLS
<br />COUNTY OF RAMSEY
<br />STATE OF MINNESOTA
<br />RESOLUTION NO. 2011-044
<br />APPROVING THE CONVERSION OF THE CITY'S ADJUSTABLE RATE
<br />REVENUE BONDS (NORTHWESTERN COLLEGE PROJECT), SERIES 2010,
<br />TO A VARIABLE RATE MODE; AND APPROVING AND AUTHORIZING THE
<br />EXECUTION AND DELIVERY OF DOCUMENTS RELATED THERETO
<br />WHEREAS, pursuant to Minnesota Statutes, Sections 469.152 through 469.1651, as amended
<br />(the "Act "), resolutions of the City of Arden Hills, Minnesota (the "City ") adopted by the City Council on
<br />November 30, 2009, March 29, 2010, and November 15, 2010 (collectively, the "Resolutions "), and a
<br />Trust Indenture dated as of November 1, 2010 (the "Original Indenture "), between the City and U.S. Bank
<br />National Association, as trustee (the "Trustee "), the City issued its Adjustable Rate Revenue Bonds
<br />(Northwestern College Project), Series 2010 (the "Series 2010 Bonds "), in the original aggregate
<br />principal amount of $8,000,000, on behalf of Northwestern College, a Minnesota nonprofit corporation
<br />(the "Borrower "); and
<br />WHEREAS, proceeds of the Series 2010 Bonds were loaned to the Borrower pursuant to the
<br />terms of a Loan Agreement, dated as of November 1, 2010 (the "Original Loan Agreement "), between the
<br />Issuer and the Borrower, to finance the acquisition, construction and equipping of a portion of an
<br />approximately 70,000 square foot student center facility, providing new dining facilities, an expanded
<br />campus store, student lounges, study areas, office space for student organizations, classrooms, and
<br />meeting spaces, located on the portion of the Northwestern Campus located within the City. The portion
<br />of the student center 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, common
<br />areas, offices, the print shop, mail and shipping areas, receiving area, a conference room, the bookstore,
<br />the bookstore storage area, bookstore equipment, the telecommunications room, and a proportionate share
<br />of the mechanical room, electrical, elevators, stairs, bathrooms, janitors' closets, hallways, furniture,
<br />signage, general equipment and furniture, site work, technology wiring, and technology equipment
<br />(collectively, the "Project "); and
<br />WHEREAS, the Series 2010 Bonds presently bear interest at the Flex Private Placement Rate
<br />Mode, as defined in the Indenture, but the Borrower has determined to convert the Series 2010 Bonds to a
<br />Weekly Mode, as defined in the Indenture (the "Conversion "); and
<br />WHEREAS, pursuant to Section 6.01 and Section 4.05 of the Original Indenture, prior to the
<br />Conversion, a Letter of Credit must be delivered to the Trustee to secure the Series 2010 Bonds; and
<br />WHEREAS, Section 6.01 of the Original Indenture also requires a mandatory tender of all
<br />Series 2010 Bonds at any time a Letter of Credit (or Substitute Letter of Credit) is delivered to secure the
<br />Series 2010 Bonds and such mandatory tender is scheduled to occur on or after September 29, 2011; and
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