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FIRST SUPPLEMENTAL TRUST INDENTURE
<br />THIS FIRST SUPPLEMENTAL TRUST INDENTURE this "First Supplemental
<br />Indenture") is made as of the day of , 2011 by and between the CITY OF
<br />ROSEVILLE, MINNESOTA, a municipal corporation and a political subdivision of the State
<br />of Minnesota the "Issuer") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
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<br />national banking association, as trustee (together with its successors and assigns, the "Trustee").
<br />IDXWK "AT RON
<br />WHEREAS, pursuant to and in accordance with the Act and the Trust Indenture by and
<br />between the Issuer and Trustee dated as of July 1, 2007 the "Indenture"'),, the Issuer issued and
<br />sold its Multifamily Housing Revenue Bonds (Centennial Apartments Project), Series 2007 in the
<br />principal amount of $,12,000,000 the "Bonds"'), to fund a loan in the principal amount of the
<br />Bonds to Gardens East Limited Partnership, a Minnesota limited partnership the 'B,orrower"')I,,
<br />to finance the acquisition, rehabilitation and equipping of an approximately 190-unit multifamily
<br />residential rental development located in the State of Minnesota and known as Centennial
<br />Gardens Apartments; and
<br />WHEREAS,, the Issuer loaned the proceeds of the Bonds to the Borrower pursuant to
<br />that certain Loan and Financing Agreement (the "Financing Agreement"), dated as of July 1,
<br />2007 between the Issuer and the Borrower; and
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<br />WHEREAS,, at the request of the Borrower and the Sole Holder of the Bonds, the Issuer
<br />and the Trustee have agreed to amend the Indenture by this First Supplemental Indenture for the
<br />purpose of extending the Outside Conversion Date from February 1, 2011 to August 1, 2011, and
<br />to include definitions pertaining to additional collateral posted as security for the repayment of
<br />the Bonds; and
<br />WHEREAS,, simultaneously with the execution and delivery of this First Supplemental
<br />Indenture,, the Issuer,, the Trustee,, and the Borrower will execute and deliver a First
<br />Supplemental Loan and Financing Agreement for the purpose of incorporating additional
<br />obligations of the Borrower in connection with the extension of the Outside Conversion Date
<br />approved by the Sole Holder and the Servicing Agent; and
<br />WHEREAS,, Section 11.3(a), of the Trust Indenture provides, in part, that the Servicing
<br />Agent, with the prior written consent of the Sole Holder, if any, shall have the right from time to
<br />time to consent to any supplemental indenture as shall be deemed necessary or desirable for the
<br />purposes of modifying, altering, amending, adding to or rescinding any of the terms or
<br />provisions contained in the Indenture, except as provided in such Section 11.3(a); and
<br />WHEREAS,, in accordance with the provisions of Article XI of the Indenture, the
<br />Servicing Agent, the Sole Holder, and the Borrower have consented to this First Supplemental
<br />Indenture as evidenced by their execution of the consent pages attached hereto.
<br />�' 0; MR,
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