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__u . I " 'm Miller & '-~~hroeder , Honorable Clty Council Clty of Arden Hills Arden Hills, Minnesota Cardiac Pacemakers, Inc. 1140 Red Fox Road St. Paul, Minnesota 55112 .I. -3- 2. Before or,simultaneo sly with delivery of the Bonds to us, the lssuer shall have authorized the issuance of th Bonds pursuant to a Resolution (the" Resolution") in substantially the form and tenor crstomary with respect to similar transactions. 3. Prior to the delivery bf the Bonds to us, the Company shall have entered Into one or more firm contracts f r construction of the improvements on the Project site substantially in accordance w th the Company's plans and specifications, and shall have secured such additional fina cing as is necessary to ensure payment of the ba lance of the costs of the Project constru tion. In the event that the Bonds issued hereunder, together with all other funds paid nto the Construction Fund at the time of clOSing, are not sufficient for the completion 0 the Project, the Company shall provide additional funds necessary for the completio of the Project. 4. Before or simultaneo sly with the delivery of the Bonds to us, the Issuer shall have entered into a deed of t ust and indenture (the" lndenture"), whereby the Issuer pledges and mortgages its ntire interest in the Project and Loan Agreement and revenues therefrom to a Trustee or the benefit of the Bondholders. The Trustee shall be a national or state bank having trust pow~rs, designated by us and acceptable to the Company. The Indenture shall be in substantia lly the form and tenor customarily used In connection with transactions of a similar nature, including deta ils of the Bonds. 5. The Bonds are to bea interest payable semi-annually at a rate or rates specifled by us. The interest rate will be mutually agreeable to the Underwriter and the Company and will be determin d at the time the Bonds are available for offering to the general public in the States designated by'the Underwriter. Notwithstanding the final rate or rates of interest to borne by the Bonds, the Underwriter reserves the right to reoffer the Bonds to the p blic at prices other than the par value thereof, in- cluding a premium over par or a iscount below par, as the Underwriter, in its sole judgement and discretion, may de m necessary. The term of the Bonds shall be fifteen years. 6. The Bonds shall be s bject to redemption and prepayment In whole or in part In Inverse order of their ser al numbers at the option of the Company beginning 5 years from date of issue, and 0 ' any interest payment date thereafter, at a premium of 102 percent and reducing one-q arter of 1% per annum to 101 In 1984 and thereafter. 1