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WHEREAS, the Borrower has arranged for a Letter of Credit (the "Letter of Credit ") to be issued
<br />by BMO Harris Bank N.A., a national banking association (the "Bank ") for the benefit of the Trustee to
<br />secure the Series 2010 Bonds. The Letter of Credit is proposed to be delivered to the Trustee and become
<br />effective on or after September 29, 2011. The Letter of Credit will be delivered pursuant to the terms of
<br />the Reimbursement Agreement, to be dated on or after September 1, 2011 (the "Reimbursement
<br />Agreement "), between the Borrower and the Bank; and
<br />WHEREAS, the City has been advised by its bond counsel that the provision of the Letter of
<br />Credit as security for the Series 2010 Bonds will cause a "reissuance" of the Series 2010 Bonds for tax
<br />purposes pursuant to Section 1.1001 -3 of the Treasury Regulations promulgated under the Internal
<br />Revenue Code of 1986, as amended, and therefore, for tax purposes, the Series 2010 Bonds will be
<br />treated as if they were refunded on the date of the Conversion; and
<br />WHEREAS, the Borrower will enter into a Bond Purchase Agreement, to be dated on or after
<br />September 1, 2011 (the "Bond Purchase Agreement "), with M &I Financial Advisors, Inc. (the
<br />"Underwriter "), pursuant to which the Underwriter will purchase the Series 2010 Bonds following the
<br />mandatory tender of the Series 2010 Bonds; and
<br />WHEREAS, in order for the Series 2010 Bonds to be sold to the public following the Conversion,
<br />a Reoffering Circular has been prepared and is proposed to be distributed to potential purchasers; and
<br />WHEREAS, the Borrower will enter into a Remarketing Agreement, to be dated on or after
<br />September 1, 2011 (the "Remarketing Agreement "), with BMO Capital Markets GKST Inc., acting as
<br />remarketing agent (the "Remarketing Agent "), which sets out the duties and obligations of the
<br />Remarketing Agent to remarket the Series 2010 Bonds following the Conversion; and
<br />WHEREAS, in conjunction with the Conversion, the mandatory tender of the Series 2010 Bonds,
<br />and the issuance of the Letter of Credit, the City, as issuer of the Series 2010 Bonds, must approve certain
<br />actions of the parties and execute various document amendments to incorporate the terms of the
<br />Conversion and Letter of Credit into the documents related to the Series 2010 Bonds; and
<br />NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Arden Hills,
<br />Minnesota, as follows:
<br />1. The City Council hereby consents to the Conversion of the Series 2010 Bonds on or after
<br />September 29, 2011, and to the reoffering of the Series 2010 Bonds to the public.
<br />2. The City Council acknowledges the issuance of the Letter of Credit by the Bank to be
<br />delivered to the Trustee as security for the Series 2010 Bonds.
<br />3. The City Council hereby approves the changes made to the Series 2010 Bonds to
<br />incorporate the terms of the Conversion and the issuance of the Letter of Credit, substantially in the form
<br />on file with the City on the date hereof, which is hereby approved, with such changes as shall be approved
<br />by the City Administrator and Kennedy & Graven, Chartered, as bond counsel to the City ( "Bond
<br />Counsel "); provided that the execution thereof by the Mayor and the City Administrator 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 September 1, 2011 (the "First Amendment to Indenture "), between the City and the Trustee,
<br />and the First Amendment to Loan Agreement, to be dated on or after September 1, 2011 (the "First
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