|
Amendment to Loan Agreement "), between the City and the Borrower, substantially in the forms on file
<br />with the City on the date hereof, which are hereby approved, with such changes as shall be approved by
<br />the City Administrator and Bond Counsel, including but not 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 representatives of the
<br />City with respect to the Conversion and the issuance of the Letter of Credit transaction. The Mayor, the
<br />City Administrator, and other officers of the City are authorized and directed to execute and deliver any
<br />and all certificates, agreements, or other documents which are required by the Original Indenture, as
<br />amended by the First Amendment to Indenture, or any other agreements, certificates or documents which
<br />are deemed necessary by Bond Counsel to documents as are necessary, customary, or appropriate in
<br />connection with the reissuance of the Bond, or are required by bond counsel to complete the Conversion
<br />and establish the validity or enforceability of the Bond or the exclusion from gross income of interest on
<br />the Bond for purposes of federal income taxation and State of Minnesota taxation (including but not
<br />limited to the execution of an endorsement to the Borrower's Tax Certificate and an Information Return
<br />for Tax - Exempt Private Activity Bond Issues, Form 803 8 (Rev. April 2011).
<br />6. The City Council consents to the sale of the Series 2010 Bonds to the Underwriter upon
<br />the offer of the Underwriter to purchase the Series 2010 Bonds in accordance with the terms of the Bond
<br />Purchase Agreement, following the mandatory tender of the Series 2010 Bonds on or after
<br />September 29, 2011.
<br />7. The preparation of the Reoffering Circular in conjunction with the remarketing 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 respect to the information contained
<br />therein, including the appendices thereto, and the City assumes no responsibility for the sufficiency,
<br />accuracy, or completeness of such information. Subject to the foregoing, the City hereby 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 2010 Bonds. The Reoffering Circular is the sole material consented to by the
<br />City for use in connection with the remarketing of the Series 2010 Bonds.
<br />8. The City hereby approves the execution and delivery by the Trustee of the First
<br />Amendment to Indenture, the Continuing Disclosure Agreement, to be dated on or after September 1,
<br />2011 (the "Continuing Disclosure Agreement "), between the Borrower and the Trustee, the Pledge and
<br />Security Agreement, to be dated on or after September 1, 2011 (the "Pledge Agreement "), between the
<br />Borrower, the Bank, and the Trustee, and all other instruments, certificates, and documents prepared in
<br />conjunction with the issuance of the Bonds that require execution by the Trustee. The City hereby
<br />authorizes Kennedy & Graven, Chartered, as Bond Counsel of the City, to prepare, execute, and deliver
<br />its approving legal opinion with respect to the Conversion of the Series 2010 Bonds and the issuance of
<br />the Letter of Credit and 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 stated in the Resolutions, the Series 2010 Bonds are special, limited
<br />obligations of the City payable solely from the revenues of the Project. The Series 2010 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 of the City, the County of Ramsey, the State of Minnesota, or any political subdivision
<br />thereof. The Series 2010 Bonds are secured solely by the revenues derived by the City from the Original
<br />Loan Agreement, as amended by the First Amendment to Loan Agreement, and pledged to the Series
<br />2010 Bonds pursuant to the terms of the Pledge Agreement and by revenues and assets pledged or applied
<br />3
<br />
|