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NOW THEREFORE BE IT RESOLVED by the City Council of the City of Roseville, Minnesota, as follows: 1. Proposal. For the purpose of advance refunding the Prior Bonds and financing the Improvements, the issuance, sale and delivery of the Bonds is hereby authorized. The proceeds of the Bonds together with other funds provided by the Company, shall be applied (a) to refund in advance of maturity the Prior Bonds as provided in an Escrow Agreement dated as of June 1, 1998 (the "Escrow Agreementll) by and between the City, the Trustee, as Escrow Agent, and the Company, and (b) to costs of acquiring and constructing the Improvements. The Bonds shall be in such series, principal amounts, shall bear interest at rates, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, and shall be in such form and have such other details and provisions as may be prescribed in the Indenture, substantially in the form now on file with the City. The Bonds shall be special obligations of the City payable solely from the revenues provided by the Loan Agreement and other funds pledged pursuant to the Indenture. The Bonds are not to be payable from nor charged upon any funds of the City other than the revenues pledged to their payment, nor is the City subject to any liability thereon; no holders of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any of the principal of, premium, if any, or interest on the Bonds; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, and each Bond shall recite that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof and that no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. The Bonds shall contain a recital that they are issued pursuant to the Act and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 2. Terms of Bonds. The Bonds will bear interest at the rates set forth in the Indenture, not to exceed 7.00% per annum, and will be in the principal amounts and will mature and be subject to redemption, all as set forth in the Indenture. Pursuant to the Loan Agreement, the City will loan the proceeds of the Bonds to the Company to advance refund the Prior Bonds as further provided in the Escrow Agreement and to finance the Improvements. The payments to be made by the Company under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. It is further proposed that the City assign certain rights under the Loan Agreement, the Mortgage and the Assignment to the Trustee as security for payment of the Bonds under the Indenture. A Bond Purchase Agreement (the "Bond Purchase Agreementll) will be entered into by and among the City, the Company and Miller, Johnson & Kuehn, Incorporated (the "Purchaser") with respect to purchase of its Bonds. 940544.1 3