88-66 WNITE - CITY CLERK
PINK - FINANC£ GITY OF SAINT PAUL Council /� f/
CANARV - OEPARTMENT X"i(��i-o,��
BLUE -MAVOR . FI� NO. lJ �� W
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Cou cil Resolution � ���
Presented By
�°�� �
Referred To Committee: Date
Out of Committee By Date
WHEREAS:
1. The City Council of the City of Saint Paul has been advised, by the Port
Authority of the City of Saint Paul (the "Port Authority��), that the Port Authority
is scheduled to consider, at a special meeting to be held on December 22, 1987, the
issuance of a taxable general obligation non-tax supported development note in the
aggregate principal �nount of $1,288,000 which note will be sold by the Port
Authority to American National Bank and Trust Company, and the proceeds used to
reimburse the Port Authority for costs incurred by the Port Authority in the
purchase of fand, or in the loan of other sums, in connection with a number of
individual Port Authority proJects.
2. Laws of Minnesota 1976, Chapter 234, provides that any lssue of revenue
bonds authorized by the Port Authority of the City of Saint Paul , shall be issued
only with the consent of the City Councll of the City of Sa1nt Paui , by resolution
adopted in accordance with law;
3. Th e Port Authority has requested that the City Councii give its requisite
consent pursuant to said law to facilitate the issuance of said revenue bonds by the
Port Authority, subject to final approval of the details of said issue by the Port
Authority.
RESOLVED, by the City Council of the City of Saint Paul, that in accordance
with Laws of Minnesota 1976, Chapter 234, the City Council hereby consents to the
issuance of the aforesaid revenue bonds for the purposes described in, the exact
details of which, including, but not limited to, provisions relating to maturities,
interest rates, discount, redemption, and for the issuance of additional bonds are
to be determined by the Port Authority, pursuant to resolution adopted by the Port
Authority, and the City Council hereby authorizes the issuance of any additional
bonds ( including refunding bonds) by the Port Authority, found by the Port Authority
to be necessary for carrying out the purposes for which aforesaid bonds are issued.
COUNCILMEN Requested by Departme f:
Yeas D].mOnd Nays �
Goswitz In Favor
Long � '�
Rettman �_ Against BY
Scheibel
�
wi�son �AN 1 � 1988 Fo�m a►pp�o�ea bY c;cy Acco��ey
Adopted by Council: Date � �
Gertified Pa: d y ouncil S tar BY � ,�
gy, �-+b�
Ap rove AAavor: Date �JAN 2 0 )988 Appr d by Mayor for Su ' sio '1
By B
pUBtISHED J A N � � 1988
S-t. Pau I Port Author i 1-y_ __ _ �, DEPARTMENT tiZ��/V 0 2 39
• 'f��
P. K. Feders/E. A. Kraut CONTACT ,'Z• /
(612)224-5686 PHONE V
December 21 , 1987 QqT��-�""` � �, �i
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ASSIGN NUMBER FOR ROUTING 0 DE Cli All Locations for Si nature :
� Department Director 3 Director of Management/Mayor
Finance and Managem n Services Director 4 City Clerk
Budget Director RE: TAXABLE NOTE AND LOAN AGREEMENT
� City Attorney REIM�tJRSIN� PORT AUTHORITY FOR THE PL1_RCNASE
OF LAND AND. PROJECT LOANS
WNAT WILL BE ACHIEVED BY TAKING ACTION ON THE ATTACHED MATERIALS? (Purpose/
Rationale) :
The purpose of the financing ts to reimburse the Port Authority for costs incurred in
the acquisition of land and the granting of project loans to nine Pori- Authority
approved projects.
1 � � ��
2`�' �
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COST/BENEFIT, BUDGETARY AND PERSONNEL IMPACTS ANTICIPATED:
The Port Authority will issue a $1 ,288,000 Note to be purchased by American National
Bank. The Note will be for a term of five year-s. By reimbursing itseif, the Port
Authorlty will be able to replenish its property sale and rental fund and accumulated
net revenue fund to finance future development activities and pay for project maintenance
costs.
FINANCING SOU�E AND BUDGET ACTIVITY NUMBER CHARGED OR CREDITED: (Mayor's signa-
ture not re-
Total Amount of Transaction: quired if under
$10,000)
Funding Source:
Activity Number:
ATTACHMENTS (List and Number All Attachments) :
I . Staff Memorandum
2. Draft City Council Resolution
3. Draft Port Authority Resolution
DEPARTMENT REVIEW CITY ATTORNEY REVIEW
X Yes No Council Resolution Required? Resolution Required? X Yes No
Yes �No Insurance Required? Insurance Sufficient? �Yes No
Yes X No Insurance Attached:
(SEE REVERSE SIDE FOR INSTRUCTIONS)
Revised 12/84
HOW TO USE THE GREEN SHEE'E" �
The GREEN SHEET has several PURPO5ES:
1. to assist in routing documents and in securing required signatures �
2. to brief the reviewers of documents on the impacts of approval � '
3. to help ensure that necessary s�ipporting materials are prepared, and, if
required, attached.
Providing complete information under the listed headings enables reviewers to make
decisions on the documents and eliminates follow-up contacts that-may delay execution.
The COST/BENEFIT, BUDGETARY AND PERSONNEL IMPACTS heading provides space to explain
the cost/benefit aspects of the decision. Costs and benefits related both to City
budget (Gene�al Fund and/or 'Special Funds} and to broader financial impacts (cost
to users, homeowners or other groups affected by the action) . The personnel impact
is a description of change or shift of Full-Time Equivalent (FTE) positions.
If a CONTRACT amount is lesa than $10,000, the Mayor's signature is not required,
if the deparl:ment directqr signs. '.A :contract musti always be £irst signed l�y �the
outside agency before routing through City offices.
Below is the preferred ROUTING for the five most frequent types of documents:
CONTRACTS (assumes authorized budget exists)
1. Outside Agency 4. Mayor
2. Initiating Department 5. Finance Director
3. City Attorney 6. Finance Accounting
ADMINISTRATIVE ORDER (Budget Revision) AIIMINISTRATIVE ORDERS (all others)
1. Activity Manager � � 1. �Initiatin�g Department
2. Department Accountant' , 2. City Attorney
3. Department Director � 3. Director of Management/Mayor
4. Budget Director 4. City Clerk
5. City Clerk
6. Chief Accountant, F&MS
COUNCIL RESOLUTION (Amend. Bdgts./Accept. Grants) COUNCIL RESOLUTION (all others)
1. Department Director 1. Initiating Department
2. Budget Director 2. City Attorney
3. City Attorney 3. Director of Management/Mayor
4. Director of Management/Mayor 4. City Clerk
5. Chair, Finance, Mngmt. & Personnel Com. 5. City Council
6. City Clerk
7. City Council
8. Chief Accountant, F&MS
,
SUPPORTING MATERIALS. In the ATTACHMENTS section, identify all at�achments, If the
Green Sheet is well done, no letter of transmittal need�be!included (unless signing
such a letter is one of the requested actions) .
Note: If an agreement requires evidence of insurance/co-insurance, a Certificate of
Insurance should be one of the attachments at time of routing.
Note: Actions which require City Council Resolutions include:
1. Contractual relationship with another governmental unit.
2. Collective bargaining contracts.
3. Purchase, sale or lease of land.
4. Issuance of bonds by City.
5. Eminent domain.
6. Assumption of liability by City, or granting by City of indemnification.
7. Agreements with State or Federal Government under which they are providing
funding.
8. Budget amendments.
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PORT �� ��
� AUTHORITY
OF THE CITY OF ST. PAUL
Memorandum
TO: BOARD OF COMMISSIONERS DA'f� Dec. 21, 1987
(MEETING DECENBER 22, 1987)
r � ��
e �
FROM: Perry K. Feders�'
SUBJECT: SALE OF $1,288,000 TAXABLE GENERAL OBLIGATION NON-TAX
SUPPORTED DEVELOPMENT REVENUE NOTE - SERIES 1987-6
RESOLUTION N0.
BACKGROUND
When the Commission approved the acquisition of Empire Builder Industriai
Park, the purchase of the land was funded fran the Port Authority�s property
sale and rentai fund. Currently land in the Park has been sold to four
projects for a total cost in excess of �838,000.
In addition over the past several years the Port Authority has loaned $475,000
from the property sale and rentai and accumulated net revenue funds to five
tenants.
Due to the high costs of issuance associated with bonding, it is generally not
feasible to finance small proJect loans and land sales on that basis. Since
the number of requests for small project financings have increased and the
availability of tax exempt financing has diminished, it has become necessary
to look at other alternatives. During negotiations with our banks to restruc-
ture our credit lines, we requested as part of our line the ability to borrow
directly from the banks to fund these types of projects.
PROPOSED FINANCING
We have reviewed ali Port Authority direct financed loans or land sales and
have identified nine projects for which we are seeking reimbursement through
the issuance of a taxable note to be purchased by the American National Bank
of St. Paul . These proJects are as follows:
LOANS LAND SALES
Catholic Charities Say West
Soderberg Benson Investment (Sign Design)
SP Terminals 3N (ADDCO)
Battery & Tire Warehouse Hiway Credit Union
Rivertown Trading
Total outstanding princlpal under the loans or amortized cost of the land as
of December 31, 1987, is $1 ,288,572.73.
The financing will be a term Note for five years based on a 20 year amortiza-
tion schedule at the Bank�s prime rate plus I/2�. In addition to current pay-
menfis received from the projects, (but subject to any prior liens), the Note
will be secured by the Port Authority's Resolution 2775 (general obligation,
non-tax supported pledge).
�����
BOARD OF COMMISSIONERS
REGULAR MEETING - DECEMBER 22, 1987
$1,288,000 NOTE
PAG E 2
The Note will contain a provision for conversion to a fixed rate. The Note
wiil be prepayable at any time without penalty except if a fixed rate is in
place in which case a formula for determining prepayment will be utilized.
The Note may be subject to mandatory prepayment and redemption upon nonpayment
of the Note or bankruptcy of the Port Authority. The initial rate for estab-
Iishing principal amortization will be at 10� with payments totaling
$12,429.48. Current receipts from the proJects equai $14,716.99. To avoid
negative amortization if interest rates increase substantiaily, minimum
monthly payments wiil be at least equai to actual interest due.
�ENEFITS OF FINANCING
By reimbursing itself, the Port Authority will be abie to repienish its
property sale and rental and accumulated net revenue fundS to finance future
development activities and pay for project maintenance costs. In addition the
Port Authority will receive the benefit of interest earnings on the Note
proceeds untii they are expended for other corporate purposes of the Port
Authority.
Staff recommends approval of the above Resol ution.
sjs
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514AA
RESOLUTION NO.
NOTE RESOLUTION �
$1, 288 ,000
PORT AUTHORITY OF THE CITY OF SAINT PAUL
TAXABLE
GENERAL OBLIGATION NON TAX-SUPPORTED
DEVELOPMENT NOTE, SERIES 1987-6
(MULTI-LOAN PROJECT)
ADOPTED: DECEMBER 22 , 1987
. ��N�''/w/_
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TABLE OF CONTENTS
Page
ARTICLE ONE - DEFINITIONS, LEGAL AUTHORIZATION
ANDFINDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1-1. Definitions . . . . . . . . . . . . . . . . . . . . . . 1
Section 1-2. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . 2 �
Section 1-3 . Legal Authorization . . . . . . . . . . . . . . 2
Section 1-4 . Findings . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE TWO - THE NOTE AND LOAN AGREEMENT . . . . . . . . . . . . 4
Section 2-1. Authorized Amount and Form
of Note . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2-2. The Note . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2-3 . Execution . . . . . . . . . . . . . . . . . . . . . 4
Section 2-4 . Ownership of• the Note . . . . . . . . . . . 4
Section 2-5. Limitation on Note Transfers . . . . . 4
ARTICLE THREE - NOTE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3-1. Note Fund . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE FOUR - PREPAYMENT OF NOTE BEFORE
FINAL MATURITY . . . . . . . . . . . . . . . . . . . . • . . . 6
ARTICLE FIVE - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 5-1. Severability . . . . . . . . . . . . . . . . . . . . . 6
Section 5-2. Limitation of Liability . . . . . . . . . . 7
Section 5-3 . Authentication of Transcript . . . . . 7
Section 5-4 . Registration of Note Resolution . . 7
Section 5-5. Approval of Lender . . . . . . . . . . . . . . . 7
Section 5-6. Authorization to Execute Loan
Agreement and Incidental
Documents . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5-7. City Council Consent. . . . . . . . . . . . . . 7
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
, ��Oa ��
NOTE RESOLUTION
BE IT RESOLVED by the Port Authority of the City of Saint
Paul as follows:
ARTICLE ONE
DEFINITIONS, LEGAL AUTEiORIZATION AND FIND7NGS
1-1. Definitions. All terms used in the General
Resolution shall have the same meanings when used herein as
assigned them in the General Resolution unless the context or
use thereof indicate another or different meaning or intent.
In addition, the terms hereinafter set forth shall have the
following meaning unless the context or use thereof shall
require otherwise:
Act: Minnesota Statutes, Chapter 469 and all amendments
and supplements thereto;
Act of Bankruptcv: the filing of a petition in
bankruptcy (or other commencement of a bankruptcy or similar
proceeding) by or against the AUTHORITY under any applicable
bankruptcy, insolvency, reorganization or similar law, now or
hereafter in effect;
Business Day: any day other than a Saturday, Sunday,
legal holiday or a day on which banking institutions in the
City are authorized by law or executive order to close;
Citv: the City of Saint Paul, Minnesota, its successors
and assigns;
Financing Agreements: the Project Agreements described
in Exhibit A attached hereto;
General Resolution: Resolution No. 2775 adopted by the
AUTHORITY on December 23 , 1986, and all amendments and
supplements thereto;
Lender: American Nationat Bank/�and Trust Companv. a
national banking association located in Saint Paul, Minnesota ,
its successors and assigns;
Loan Agreement: the Term Loan Agreement by and between
the AUTHORITY and the Lender providing for the loan of the
� �Gr-�-��
proceeds of the Note to the AUTEiORITY, and the repeyment
thereof, including any amendments or supplements thereto made
in accordance with its provisions;
Multi-Loan Pro�ect Revenues: Project Revenues derived
from Project including payments received under the Financing
Agreements;
Note: the Port Authority of the City of Saint Paul
$1, 288,000 Taxable General Obligation Non-Tax Supported
Development Note, Series 1987-6 (Multi-Loan Project) , to be -
issued by the AUTHORITY pursuant to the Note Resolution and
the Loan Agreement;
Note Fund: the Note Fund established pursuant to Section
3-1 hereof from which the AUTHORITY shall disburse sums to
make payment of principal and interest on the Note to the
Lender;
Note Resolution: this Resolution of the AUTHORITY
adopted December 22, 1987, together with any supplement or
amendment thereto pursuant to which the Note is authorized to
be issued;
Proiect: collectively__ the land and facilities financed
under the Financing Agreements;
All references in this instrument to designated "Arti-
cles, " "Sections" and other subdivisions are to the designated
Articles, Sections and subdivisions of this instrument. The
words "herein, " "hereof" and "hereunder" and other words of
similar import refer to this Resolution as a whole and not to
any particular Article, Section or subdivision.
1-2 . Exhibits. The following Exhibits are attached
to and by reference made a part of this Note Resolution:
Exhibit A: Description of Financing Agreements.
Exhibit B: Form of Loan Agreement.
1-3 . Legal Authorization. The AUTEiORITY is a body
corporate and politic organized and existing, and is a rede-
velopment agency within the meaning of Minnesota Statutes,
Chapter 469, as amended, and is authorized under said law to
issue and sell the Note for the purpose, in the manner and
upon the terms and conditions set forth in the said Chapter
469 and this Note Resolution.
2
' ��`Cl�S�
1-4 . Findings. The AUTFiORITY has heretofore
determined, and does hereby determine, as follows:
( 1) the AUTHORITY has heretofore entered into a number
of Financing Agreements under which each Contracting Party has
secured financing from the AUTHORITY for that part of the
• Project occupied by the Contracting Party;
(2) it is desirable, feasible and consistent with the
objects and purposes of the Act and General Resolution for the �
AUTHORITY to issue the Note for the purpose of rei.mbursing
itself for costs of the Project incurred by the AUTHORITY in
the purchase of land comprising the Project or the loan of
AUTHORITY funds under the Financing Agreements;
( 3 ) all acts, conditions and things required by law or
by other proceedings of the AUTHORITY or agreemen� to which
the AUTHORITY is a party, to be done, to exist and to happen
prior to the authorization, sale and issuance of the Note have
been done, have happened and do exist as so required;
(4) the Note is a Development Bond within the meaning of
the General Resolution and is general obligation of the
AUTHORITY supported by a pledge of its full faith and credit
as provided in Section 3-1 ( 3 ) , and is secured and payable from
all Unencum-bered Assets of the AUTHORITY;
(5) the Note and the inter.est thereon constitute a
general indebtedness of the AUTHORITY but do not constitute
either a general or special indebtedness of the City of Saint
Paul within the meaning of any constitutional or statutory
provision and do not constitute nor give rise to a pecuniary
liability of the City o� a charge against its general credit
• or taxing powers and neither the full faith and credit nor the
taxing powers of the City is pledged for the payment of the
Note; and
(6) the issuance and sale of the Note and the
performance of all covenants and agreements of the AUTHORITY
contained in the General Resolution and this Resolution and of
all other acts and things required under the Constitution and
laws of the State of Minnesota to make the Note a valid and
binding obligation of the AUTHORITY in accordance with its
terms, are authorized by the .Act, the General Resolution and
this Resolution.
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�1RTICLE TWO
THE NOTE AND LOAN AGREEN�NT
2-1 . Authorized Amount and Form of Note. The Note
issued pursuant to this Note Resolution shall be in substan-
tially the form attached as Exhibit A to the Loan Agreement
attached hereto as Exhibit A, with such appropriate
variations, omissions and insertions as are permitted or
required by this Note Resolution, and in accordance with the •
further provisions hereof; and the total principal amount of
the Note that may be outstanding hereunder is expressly
limited to no more than $1, 288 , 000.
2-2. The Note. The Note shall be dated the date on
which it is delivered to the Lender and (a) shall be payable
at the times and in the manner , (b) shall bear interest at the
rates, and (c) shall be subject to such other terms and condi-
tions as are set forth therein, and in the Loan Agreement.
2-3 . Execution. The Note shall be executed on
behalf of the AUTHORITY by the manual signatures of the Presi-
dent and Secretary of the AUTHORITY and shall be sealed with
the seal of the AUTHORITY. In the event of the disability or
resignation or other absence of either such officer, the Note
may be signed by the manual signature of that officer who,
under the bylaws of the AUTHORITY, may act in behalf of such
absent or disabled officer. In case any officer whose signa-
ture shall appear on the Note shall cease to be such officer
before delivery of the Note, such signature shall neverthe-
less be valid and sufficient for all purposes, the same as if
he had remained in office until delivery.
2-4 . Ownership of the Note. The AUTHORITY may deem
and treat the holder of the Note, whether or not the Note
shall be overdue, as the absolute owner of the Note for the
purpose of receiving payment thereof and for all other purpos-
es whatsoever , and the AUTHORITY shall not be affected by any
notice to the contrary.
2-5 . Limitation on Note Transfers.
The Note has been issued without registration under
state or other securities laws, pursuant to an exemption for
such issuance; and accordingly the Note may not be assigned or
transferred in whole or part, nor may a participation interest
in the Note be given pursuant to any participation agreement,
4
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except in accordance with applicable registration requi_r.ements
or an applicable exemption from such registration require-
ments.
AI2TICLE THRF:F
NQTE FUND
3-l. Note Fund. �
(1) The AUTHORITY hereby establishes a special separate
Note Fund and covenants to disburse sums from the Note Fund
only to make payments to the Lender on account of the Note,
all as provided in the Loan Agreement.
( 2) The AUTHORITY hereby pledges to the payment of the
Note, and covenants that it shall make monthly deposits into
the Note Fund of, Multi-Loan Project Revenues, in an amount
necessary to make any payments to come due on the Note in the
next succeeding month; provided that the pledge of Multi-Loan
Project Revenues to the payment of the Note is specifically
made subordinate to any prior liens thereon arising out of
Bond Resolution No. 876 , Special Resolution No. 1270 or any
other resolution heretofore adopted by the AUTHORITY under
which sums in the Accumulated Net Revenues Fund (as defined in
Special Resolution No. 1270) are pledged as security for the
payment of obligation of the AUTHORITY.
(3) As additional security for the Note, the AUTHORITY
hereby pledges its full faith and credit towards the payment
of the Note and the interest thereon, and accordingly the
holder of the Note, as a general creditor of the AUTHORITY,
shall have recourse against all Unencumbered Assets of the
AUTHORITY for the purpose of paying when due, the principal
and interest on the Note. Unencumbered Assets constitute all
assets of the AUTHORITY except ( i ) any taxes heretofore or
hereafter levied by the City of Saint Paul and irrevocably
appropriated for the payment of general obligation tax
supported bonds of the AUTHORITY or for any other purpose
designated by the AUTHORITY, ( ii) any revenues or funds which
the AUTHORITY may heretofore or hereafter irrevocably
appropriate to its Operating Fund to pay Industrial
Development, Administrative and General Expenses, ( iii) any
other revenues or funds which the AUTHORITY may heretofore or
hereafter irrevocably appropriate or pledge to pay, or secure
the pa�ment of, principal of and interest on any obligations
5
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(other than the Note) to the extent that any lien created as a
result of said pledge or appropriation has attached to said
revenues or funds, and ( iv) any other assets of the AUTHORITY
to the extent subject to any mortgage or other encumbrance
heretofore or hereafter created by law or contract. If any
action for sums due under the Note should be brought and
adjudicated in favor of the holder of the Note, only
Unencumbered Assets shall be subject to any judgment lien or
mandamus order arising from such adjudication. Nothing
herein, however, shall be construed to limit the rights of the
holder of the Note as a general creditor of the AUTHORITY on �
account of the full faith and credit pledge herein made in the
event that an Act of Bankruptcy should occur .
(4) Any interest earned on sums held in the Note Fund
shall inure to the benefit of the AUTHORITY and may be used by
the AUTHORITY for any proper corporate purpose.
.,
ARTICLE FOC1R
PREPAYI�NT OF NOTE BEFORE FINAL M1ITURITY
The Note may be prepaid in accordance with the
provisions of the Note and Loan Agreement.
ARTICLE FIVE
MISCELLANEOUS
5-1. Severability. If any provision of this Note
Resolution shall be held or deemed to be or shall, in fact, be
inoperative or unenforceable as applied in any particular case
in any jurisdiction or jurisdictions or in all jurisdictions
or in all cases because it conflicts with any provisions of
any constitution or statute or rule or public policy, or for
any other reason, such circumstances shall not have the effect
of rendering the provision in question inoperative or unen-
forceable in any other case or circumstance, or of rendering
any other provision or provisions herein contained invalid,
inoperative or unenforceable to any extent whatsoever and
shall not affect the remaining portions of this Note Resolu-
tion or any part thereof.
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5-2. Limitation of Liability. To the extent
permitted by law, no provision , covenant nor agreement con-
tained in this Note Resolution shall give rise to or impose
upon the City or any of its officers, employees or agents any
pecuniary liability.
5-3 . Authentication of Transcript. The officers of
the AUTHORITY are directed to furnish to the attorneys approv-
ing the legality thereof, certified copies of this Note Reso-
lution and all documents referred to herein, and affidavits or
certificates as to all other matters which are reasonably �
necessary to evidence the validity of the Note. All such
certified copies, certificates and affidavits, including any
heretofore furnished, shall constitute recitals of the AUTHOR-
ITY as to the correctness of all statements contained therein.
5-4 . Registration of Note Resolution. The
Secretary of the AUTHORITY is authorized and directed to cause
a copy of this Note Resolution to be filed with the County
Auditor of Ramsey County, and to obtain from said County
Auditor a certificate that the issue of the Note hereunder
has been duly entered upon his note register.
5-5 . Approval of Lender . The Lender has examined
and given its approval to this Note Resolution and all terms
hereof and the Lender approves the purchase of the Note as
provided for herein for the price and terms set forth herein.
5-6. Authorization to Execute Loan Agreement and
Incidental Documents. The Loan Agreement is hereby approved
in substantially the form attached hereto as Exhibit A; and
the President and Secretary of the AUTHORITY are authorized to
execute the same (and all other agreements required therein or
in this Note Resolution) in the name of and on behalf of the
AUTHORITY and such other documents as Bond Counsel or
Independent Counsel consider appropriate for Note Closing. In
_ the event of the disability or the resignation or other
absence of the President or Secretary of the AUTHORITY, such
other officers of the AUTHORITY who may act in their behalf
shall without further act or authorization of the AUTHORITY do
all things and execute all instruments and documents required
to be done or to be executed by such absent or disabled
officials.
5-7. Citv Council Consent. Notwithstand.ing
anything herein to the contrary, the Note shall not be i.ssued
without the consent of the City Council of the City of Saint
Paul as required by Laws of Minnesota I976, Chapter 234, and
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to such end the Executive Vice President of the AU'�HORITY is
hereby authorized and directed to forward to the City Council
copies of this resolution and any additional information the
City Council may request.
ADOPTED: December 22 , 1987 .
President of the Port Authority
of the City of Saint Paul
Attest:
Assistant Secretary
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EXHIBIT A
12/11/87
� TERM LO�N AGR�EMENT
(Multi-Loan Project)
Dated as of December _, 1987
The PORT AUTHORITY OF THE CITY OF SAINT PAUL, a body
corp rate and politic (the "Authority" ) and AMERICAN NATIONAL
BANK,�AND TRUST COMPANY, a national banking association (the
"Bank" ) , agree as follows:
ARTICLE I
Definitions
Section 1. 01 Definitions. For all purposes of this
Agreement, except as otherwise expressly provided or unless
the context otherwise requires:
(a) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance
with generally accepted accounting principles; and
(b) all terms used but not otherwise defined herein
shall have the same meaning given them in the General
Resolution or the Authorizing Resolution. In addition,
the terms hereinafter set forth shall have the following
meaning, and shall include the plural as well as the
singular .
"Authorizing Resolution" means Note Resolution
No. adopted December 22. 1987 by the Authority
authorizing issuance of the Note and the sale thereof to the
Bank.
"Business Day" means a day on which banks are
generally open for business in Saint Paul, Minnesota.
"Final Maturity Date" means December 31 , 1992 , being
the date on which principal of the Note shall be due and
payable in full.
� ���G�
"Floating Rate" m?ans an annual rate e�{��at to
one-half of one percent ( . 50g) over the rate of. interest
publicly announced from time to time by the Bank as its "prime
rate" or any similar successor rate, whether or no_t the Bank
makes loans to other borrowers at, above or below� said "prime _
� 'i�, which rate shall change when and as that prime rate or
successor rate changes.
"General Resolution" means Resolution No. 2775
adopted by the Authority on December 23 , 1986 , and all
amendments and supplements thereto;
"L`an" means the purchase of the Note by the Bank
from the Authority at a price of par .
"Loan Documents" means this Agreement, the Note, the
Authorizing Resolution, and all other documents and
certificates executed by the Authority and delivered to the
Bank in connection with the Loan.
"Note" means the Authority' s Taxable General
Obligation Non-Tax Supported Development N—o—�e, -Series 1987-6
(Multi-Loan Project) of even date herewith issued to and
payable to the order of the Bank in the original principal
amount of S1 . 288 .000 , in substantially the form attached
hereto as Exhibit A.
ARTICLE II
Terms of the Loan
Section 2. 01 The Loan and Repavment.
,
t1) The Bank agrees, on the terms and subject to the
conditions hereinafter set forth, to make the Loan to the
Authority by purchasing from the Authority the Note at a price
of 100� of the stated principal amount ereof.
�_ The Loan shall be eviden d by the Note, shall be
repayable in equal monthly 1 installments commencing
on the last Business Day in January 1988, based on a 20-year
amortization period with an assumed rate of interest of 10�
Aer annum a coov o which is attached hereto as Exhibit B, _
with the final installment for the principal balance due on
the Note being payable on the Final Maturity Date and shall
bear interest and be payable as forth herein and in the
Note. �
2
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( 3 ) On December 31 of each year , commen�ing ner_.ember 31 ,
1988 and ending December 31, 1992 , the AUTHORt'rY shall pay to
the Bank an amount which is equal to the difference between
(a) the amount of principal which should have been paid on the
Note under the amortization schedule established under
subparagraph (2) , above, and set forth in Exhibit B hereto and
(b) the amount of principal which has actually been paid on
the Note when payments made are allocated first to interest at
the rate or rates actually borne by the Note from time to
time. .
(4) Notwithstanding anything herein to the contrary, the
payments which the AUTHORITY is required to make on the Note
shall never be less than (a) the actual interest accrued on
the Note or (b) the payments required by the amortization
schedule established under subpa.ragraph (2) , above�, and set
forth in Exhibit B hereto.
Section 2. 02 Interest. /1Unless and until the
Authority has elected _to _fix the interest rate on the Note
pursuant to this Section, t e principa a ance o No e rom
time to time outstanding shall bear interest from the date
hereof until paid in full at the Floating Rate. At the
election of the Authority, which may be exercised from time to
time, the Authority ,�n ay request in writing or by telephone
that the Bank quotel� fixed intecest_rate which would be
applicable for the balance of the term of the Note. The Bank
shall make an ora ' d rate quotation to the Authority
before the close of business on the day a request therefor is
received and the Authority shall immediately either accept or
reject the quotation by telephone. If the Authority does not
� immediately accept a fi�ed rate quotation, the quotation shall
be deemed to have been rejected. Upon acceptance of af�.�e�
rate quotation, the quoted rate shall be the interest rate .
applicable/�„�om the da�. immediately succeedi�;the day on
which the Quotation was requested through the final maturit�
of the Note.
Section 2. 03 Voluntary Prepayment. � (To be provided
by Roger Gordon] .
Section 2.04 Computation of Interest. Interest
under the Note shall be computed on the basis of actual number
of days elapsed and a year of 360 days.
Section 2. 05 Payment. All payments of pr. incipal of
and interest under the Note shall be made to the Bank in
3
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immediately available funds. The Authority agrees that the
/�respective interest rates shown on the books and records of
the Bank with res ect to the Kote shall be prima facie
evidence of the interest rates/ licable thereto. The
Authority hereby authorizes the Bank to charge against the
Authorit ' s demand deposit account with the Bank an amount
equal to�due and payable to the Bank under the Note or
hereunder .
Section 2.06 Payment on Non-Business Days.
Whenever any payment to be made hereunder or under the Note �
shall be stated to be due on a Saturday, Sunday or other day
which is not a Business Day, such payment may be made on the
next succeeding Business Day, and such extension of time shall
in such case be included in the computation of payment of
interest on the Note.
Section 2. 07 Use of Proceeds. The proceeds of the
Loan shall be used by the Authority to reimburse itself for
costs of the Project incurred by the Authority in the purchase
of land or the loan of the Authority' s funds under the
Financing Agreements.
Section 2.08 Fees on Fixed Rate Portions. /��From and
f�ter_the_ dat,e on_which,.interest on the Note is f ixed ursuant
P
to Section. 2. 0�2, a_nd in addition to interest payable on tfie
Loan as herein provided, the Authority agrees that if at any
time any applicable law, rule or regulation or the
interpretation or administration thereof by any governmental
authority ( including, without limitation, Regulation D of the
Federal Reserve Board) :
( i) shall subject the Bank to any tax, duty or
other charges with respect tc�A+,Qit,��n s outstanding
under this Agreement, or shall materially change the
basis of taxation of payments to the Bank of the
principal of or interest on any�t.t�n.�_the Note_
(except for the imposition of or changes in respect
of the rate of tax on the overall net income of the
Bank) ; or
( ii) shall impose or deem applicable or
increase any reserve, special deposit or capital
adequacy or other similar requirement against assets
of, deposits with or for the account of, or
commitments or credit extended by the Bank and the
result of any of th foregoing is to increase the
cost to the Bank o�maintaining or to
4
_ ���Y'�
reduce the amount of any sum received or receivable
by the Bank with respect theceto;
then within 30 days after the demand by the Bank the Authority
agrees to pay the Bank such additional amount or amounts as
will compensate the Bank for such increased cost or reduction.
A certificate in reasonable detail of the Bank setting forth
• the basis for the determination of such additional amounts or
amounts shall be provided to the Authority as part of any such
demand and shall be conclusive evidence of such amount or
amounts.
ARTICLE III
Representations and Warranties
The Authority represents and warrants to the Bank as
follows:
Section 3 .01 Legal Existence and Power . The
Authority is a body corporate and politic and is duly and
validly organized and existing as a redevelopment agency
within the meaning of Minnesota Statutes, Chapter 469, as
amended, and is authorized under such Chapter 469 to issue and
sell the Note and to obtain the Loan evidenced thereby from
the Bank in accordance with the Authorizing Resolution, the
General Resolution and this Agreement.
SeEtion 3 .02 Authorization of Borrowing; No
Conflict as to Law or Agreements. The adoption of the
Authori2ing Resolution and General Resolution and the
execution, delivery and performance by the Authority of the
Loan Documents and the issuance of the Note by the Authority
is pursuant to and in accordance with the Constitution and the
laws of the State of Minnesota , including without limitation
Chapter 469 , Minnesota Statutes, and have been duly authorized
by all necessary action on the part of the Authority and do
and will not ( i) require any additional awthorization, consent
or approval by the City of Saint Paul or any other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which has not been
obtained by the Authority as of the date hereof, ( ii) violate
any provision of Minnesota Statutes, Chapter 469, or any other
law, rule, regulation or outstanding resolution of the
Authority or of any order , writ, injunction or decree
presently in effect having applicability to the Authority or
of the organizational documents of the Authority or ( iii)
5
C�` ��'�I�O
result in a breach of or constitute a defautt under any
indenture or loan or credit agreement or any other agreemPnt,
lease or instrument to which the Authority is a party or by
which it or its properties may be bound or affected.
Section 3 . 03 Legal Agreements. This Agceement and
the Note have been duly and vatidly executed and delivered on
behalf of the Authority and constitute the legal, vatid and
binding special obligations of the Authority, limited to the
extent and in the manner set forth in the Authorizing
Resolution and the General Resolution, enforceable against the �
Authority in accordance with their respective terms; provided
however , that the Bank acknowledges and agrees that the Note
and the interest thereon do not constitute an indebtedness of
the City of Saint Paul within the meaning of any constitu-
tional or statutory limitations and do not constitute or give
rise to a pecuniary liability of the City or a charge against
their general credit or taxing powers and neither the full
faith and credit nor the taxing powers of the Authority or the
City is pledged for the payment of the Note or interest
thereon;
Section 3 . 04 Pledge of Multi-Loan Proiect Revenues.
The Note constitutes a "Development Bond" within the meaTg!
of the General Resolution and, as a re�ult thereof and of the
Authorizing Resolution, is entitled to all benefits, pledges
and security interests granted by the Authority to holder of
the Note under the General Resolution and Authorizing
Resolution, including without limitation the pledge to the
payment thereof of Multi-Loan Project Revenues and the full
faith and credit of the Authority pursuant to and subject to
the limitation set forth in Section 3-1 of the Authorizing
Resolution. By adoption of the Authorizing Resolution and
issuance of the Note pursuant thereto, the Multi-Loan Project
Revenues and full-faith credit af the Authority are thereby
irrevocably pledged, and a lien on Multi-Loan Project Revenues
and a security interest therein, is granted to the Bank to
secure payment of the Note as provided for the Authorizing
Resolution. Any Multi-Loan Project Revenues not required
under the Authorizing Resolution to be held in the Note Fund
shall be automatically released of said lien and security
inte�res_t.and may be used for any proper corporate purpose of
the Authority.
Section 3 . 05 Financial Condition. The Authority
has heretofore furnished the following financial statements to
the Bank; Year-end audit covering the year ended December 31,
1986 and the October 31, 1987 interim unaudited report. Those
6
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financial statements fairly �resent the fi.nancial. condition of
the Authority on the dates thereof and the results of its
operations for the periods then ended, and were prepared in
accordance with generally accepted accounting principles.
Section 3 . 06 Adverse Change. There has been no
material adverse change in the business, properties or
condition (financial or otherwise) of the Authority since the
date of the latest financial statement referred to in Section
3 .05. .
Section 3 . 07 Litigation. There are no actions,
suits or proceedings pending or, to the knowledge of the
Authority, threatened against or affecting the Authority or
the properties of the Authority before any court or govern-
mental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which, if determined
adversely to the Authority, would have a material adverse
effect on the financial condition, properties, or operations
of the Authority. •
ARTICLE IV
Affirmative Covenants of the Authority
So long as the Note shall remain unpaid, the
Authority will comply with the following requirements, unless
the Bank shall otherwise consent in writing:
Section 4 . 01 Financial Statements. The Authority
will deliver to the Bank:
(a) as soon as available, and in any event within
120 days after the end of each fiscal year of the
Authority, a copy of the annual audit report of the
Authority, which annual report shall include the balance
sheet of the Authority as at the end of such fiscal year
and the related statements of operations, capital,
sources and uses of cash and investments of the Authority
for the fiscal year then ended, all in reasonable detail
and all prepared in accordance with generally accepted
accounting principles applied on a basis consi.stent with
the accounting practices applied in the annual financial
statements referred to in Section 3 .05 (except for
changes in which such accountants concur) , which annual
report shall be accompanied by the opinion of independent
certified public accountants of recognized national
7
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standing selected by the Authori.ty stat.ing that its
examination of the Authority' s books, records and
accounts in connection with such annual audit was made in
accordance with generally accepted auditing standards and
accordingly included such tests of the accounting records
and such other auditing procedures as were considered
necessary under the circumstances; and
(b) as soon as available and in any event within 25
days after the end of each month, an unaudited balance
sheet and schedule of fund balances of the Authority as
at the end of such month, and a statement of operations
for the period then ended in reasonable detail, all
prepared in accordance with generally accepted accounting
principles appli.ed on a basis consistent with the
accounting practices reflected in the annual financial
statements referred to in Section 3 . 05, with the
exception of the recording of customary �yables and
accru�a�ls, �sub}ect to�ear-end udit a,d�u',��.ments; a�id, �
eac� third m�nth's r,�port s�r�� be :accsatnpanied l�y a ,. ;..�
�e�`tif icate of tha� of f icer ,�"tat�rig �Cat such :�inart,�'i�
°statements have k�een prepa,�ed ,rn a ordance .�fith,.;�� , '
�generalY'y, acce�ed accou�iry� pri cip�s a �li+�.ort
ba�is ;�pnsist�nt -with �e ;a�ccou ic�.g�pra i�s �ef cted
in tt�. annu���inanci 'tateme refe red to/in �tion
8. 05; and //'
G' �
(c) such other information respecting the financial
condition and results of operations of the Authority or
the Project as the Bank may from time to time reasonably
reque�t.
Section 4. 02 Books and Records; Inspection and
Examination. The Authority will keep accurate books of record
and account for itself in which true and complete entries will
be made in accordance with generally accepted accounting
principles consistently applied and, upon request of the Bank,
will give any representative of the Bank access to, and permit
such representative to examine, copy or make extracts from,
any and all books, records and documents in its possession, to
inspect any of its properties and to discuss its affairs,
finances and accounts with any of its principal officers, all
at such times during normal business hours and as often as the
Bank may reasonably request.
Section 4. 03 Compliance with Laws. The Authority
will comply with the requirements of applicable laws and
regulations, the non-compliance with which would materially
and adversely affect its business or its financial condition.
8
�'-��`�f�
. ,
Section 4 . 04 Preser. vation of Legal �xistence. The
Authority will preserve and maintain its legal existence and
all of its rights, privileges and franchises under applicable
Minnesota law.
ARTICLE V
Events of Default, Rights and Remedies
Section 5 .01 Events of Default. "Event of
Default" , wherever used herein, means any one of the following
events:
(a) Default in the payment of any principal of or
interest ( including any additional charges assessed
pursuant to Section 2. 08 hereof) or prepayment premiums
on the Note when the same becomes due and payable and the
continuance of such default for a period of 3 Business
Days after there has been given, by delivery of first
class mail to the Authority by the Bank, a written notice
specifying such default and requiring it to be remedied;
or
(b) Default in the payment of any other amounts
due hereunder when the same become due and payable and
the continuance of such default for a period of 10 days;
or
(c) Default in the performance, or breach, of any
covenant or agreement of the Authority in this Agreement
(other than payment defaults) , and the continuance of
such default or breach for a period of 30 days after
there ,has been given, by delivery of first class mail to
the Authority by the Bank, a written notice specifying
such default or breach and requiring it to be remedied;
or
(d) The Authority shall make a general assignment
for the benefit of creditors; or the Authority shall
apply for or consent to the appointment of any receiver ,
trustee, or similar officer for it or for all. or any
substantial part of its property; or such receiver ,
trustee or similar officer shall be appointed without the
application or consent of the Authority and such
appointment shall continue undischarged for a period of
30 days; or the Authority shall institute (by petition,
9
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application, answer, consent or otherwise) any
bankruptcy, insolvency, reorganization, arrangPment ,
readjustment of debt, dissolution, liquidation or
similar proceeding relating to it under the laws of any
jurisdiction; or any such proceeding shall be instituted
(by petition, application or otherwise) against the
Authority; or any judgment, writ, warrant of attachment
, or execution or similar process shall be issued or levied
against a substantial part of the property of the
Authority and such judgment, writ, or similar process
shall not be released, vacated or fully bonded within 30
days after its issue or levy; or
(e) Any representation or warranty made by the
Authority in this Agreement or by the Authority (or any
of its officers) in any certificate, instrument, or
statement contemplated by or made or delivered pursuant
to or in connection with this Agreement, shall prove to
have been incorrect in any material respect when made.
Section 5. 02 Rights and Remedies. Upon the
occurrence of an Event of Default specified in Section 5. 01 (a)
or (d) and until such Event of Default is cured, the Note
shall become subject to mandatory redemption and prepayment in
whole and, upon notice from the Bank to the Authority
specifying the date on which such redemption and prepayment
shall occur, the Authority shall pay to the Bank on such date
so specified the entire unpaid principal amount of the Note,
all interest accrued and unpaid thereon, and all other amounts
payable under this Agreement, without presentment, demand,
protest or further notice of any kind, all of which are hereby
expressly waived by the Authority. Upon the _occurrence of any
Event of Default ( including those specified in Section 5. 01 (a)
and (d) ) or at any time thereafter until such Event of Default
is cured to the written satisfaction of the Bank, the Bank may
exercise any or all of the following rights and remedies:
(a) The Bank may, without notice to the Authority
and without further action, apply any and all money owing
by the Bank to the Authority to the payment of the Note,
including interest accrued thereon, and of all other sums
then owing by the Authority hereunder;
(b) The Bank may commence an action or proceeding
against the Authority or otherwise take such actions as
it may deem appropriate to compel performance and
, observance of the Authority' s warranties, covenants and
agreements hereunder and to recover damages for any
breach thereof;
10
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(c) The Bank may exer�ise any other rights and
remedies available to it by law or agreement.
ARTICLE VI
Miscellaneous
Section 6. 01 No Waiver; Cumulative Remedies. No
failure or delay on the part of the Bank in exercising any '
right, power or remedy under the Loan Documents shall operate
as a waiver thereof; nor shall any single or partial exercise
of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right,
power or remedy under the Loan Documents. The remedies
provided in the Loan Documents are cumulative and not
exclusive of any remedies provided by law.
Section 6.02 Amendments, Etc. No amendment,
modification, termination or waiver of any provision of the
Note or this Agreement or consent to any departure by the
Authority therefrom shall be effective unless the same shall
be in writing and signed by the Bank, and then such waiver or
consent shall be effective only in the specific instance and
for the specific purpose for which given. No notice to or
demand on the Authority in any case shall entitle the
Authority to any other or further notice or demand in similar
or other circumstances.
Section 6.03 Addresses for Notices, Etc. Except as
otherwise expressly provided herein, all notices, requests,
demands and other communications provided for hereunder shall
be in writing and mailed or delivered to the applicable party
at its address indicated below:
If to the Authority:
Port Authority of the City of Saint Paul
1900 Amhoist Tower
345 St. Peter Street
St. Paul, Minnesota 55102
Attn: Chief Financial Officer
11
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If to the Bank:
American Nationa] Bank and ,Trust_.Compa�
American National Bank Building
Fifth and Minnesota Streets
St. Paul, Minnesota 55101
Attn: Commercial Loan Department_
or , as to each party, at such other address as shall be
designated by such party in a written notice to the other
party complying as to delivery with the terms of this Section. �
All such notices, requests, demands and other communications
shall , when mailed, be effective when deposited in the mails,
addressed as aforesaid, except that notices or requests to the
Bank pursuant to any of the provisions of Article II and to
the Authority pursuant to Section 5 .01 shall not be effective
until received by the party entitled to such notice or
request.
Section 6. 04 Costs and Expenses. The Authority
agrees to pay on demand ( i) all costs and expenses incurred by
the Bank in connection with the enforcement of the Loan
Documents and the other instruments and documents to be
delivered hereunder and thereunder , and ( ii) the reasonable
fees and out-of-pocket expenses of counsel for the Bank with
respect to the negotiation, preparation, execution,
administration, amendment or enforcement of the Loan Documents
and the other instruments and documents delivered hereunder .
Section 6.05 Execution in Counterparts. This
Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed to be
an original and all of which counterparts of this Agreement
shall constitute but one and the same instrument.
Section 6 .06 Binding Effect, Assignment. The Loan
Documents shall be binding upon and inure to the benefit of
the Authority and the Bank and their respective successors and
assigns, except that the Authority shall not have the right to
assign its rights thereunder or any interest therein without
the prior written consent of the Bank.
Section 6.07 Governi_ng_Law. The T,oan �oc�.�ments
shall be governed by, and construed in accordance with, the
laws of the State of Minnesota.
Section 6.08 Severabilitv of Provisions. Any pro-
vision of this Agreement which is prohibited or unenforceable
12
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shall be ineffective to the extent of such prohibi.tion or
unenforceability without invalidating the remaining
provisions hereof.
Section 6. 09 Headings. Article and Section
headings in this Agreement are included herein for convenience
of reference only and shall not constitute a part of this
Agreement for any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective officers '
thereunto duly authorized, as of the date first above written.
PORT AUTHORITY OF THE CITY
OF SAINT PAUL
By
Its
And By
Its
AMERICAN NATIONAL BANK �
TRUST COMPANY
By
Its
13
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Exhibit A to
Ter.m Loan
Agreement
UNITED STATCS OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
PORT AUTHORITY OF TIIE CITY OF SAINT PAUL
Taxable General Obligation Non-Tax Supported
Development Note, Series 1987-_
(Multi-Loan Project)
$ � Minneapolis, Minnesota
December , 1987
For Value Received, the PORT AUTHORITY OF Ti3E CITY
OF SAINT PAUL, a body corporate and politic (the '•Authority" )
hereby promises to pay to the order of AMERICAN NATIONAL BANK
�ND TRUS� COM_., P� a national banking association (the
"Bank" ) , at its main office in Saint Paul, Minnesota, or at
any other place designated at any time by the holder hereof,
in lawful money of the United States of America and in
immediately available funds, the principal sum of One Million
- u and Dollars ( 1 288 000) , by_�
Davina: (a) 59 monthly instal.lments of commencing
on the last Business Day of January 1988 and ending on the
last Business Day of November 1992, and a final installment
for the principal balance on December 31, 1992; �, interest
on the principal amount hereunder remaining unpaid from time
to time from the date hereof until this Note is fully paid at
the rate or rates determined in accordance with Section 2.02
of that certain Term Loan Agreement of even date herewith by
and between the Authority and the Bank (the "Loan Agreement" ) ;
and (c) anv other amounts due under Section 2 . 02 of the Loan
Agreeme�nt ^ _.� -- -- -
Interest accruing ea�h month shall be payable on the
last Business Day of such monlh and at maturity or. earlier
prepayment of this Note in full . Interes� due n thi.s Note
s�„�,11 be_���mcu�.e�,_o�l.;the_bas_is�of :actual number of da=
,�laosed and _a._year_of 360 da�s_�
, . ��-����
This Note is issued pursuant, and is subject, to the
Loan Agreement, which, among other things, requires payment of
a prepayment premium under certain circumstances and provides
for an automatic mandatory redemption and prepayment in full
hereof upon the occurrence of certain events set forth in the
Loan Agreement.
' This Note has been issued by the Authority pursuant
to and in accordance with the Constitution and laws of the
State of Minnesota, particularly Chapter 469 , Minnesota
Statutes, and pursuant to the Authority' s General Resolution
No. 2775 adopted December 23 , 1986 (such Resolution, as
� hereinafter amended from time to time in accordance with its
terms, the "General Resolution" ) and Resolution No.
adopted December _, 1987 (the "Authorizing Resolution" ) and
constitutes a general obligation of the Authority payable from
the Note Fund, as defined in the Authorizing Resolution, to
which the Authority has pledged and appropriated Multi-Loan
Project Revenues, as defined in the Special Resolution.
As additional security for the Bonds, the Port
Authority has pledged its full faith and credit towards the
payment of the Note and the interest thereon and accordingly
the holder of the Note, as a general creditor of the Port
Authority, shall have recourse against all Unencumbered Assets
of the Authority (as described in the Authorizing Resolution)
' for the purpose of paying principal and interest due on the
Note. THE PORT AUTHORITY HAS NO TAXING POWERS, AND, ALTHOUGH
THE CITY OF SAINT PAUL HAS LIMITED AUTHORITY TO LEVY AD
VALOREM TAXES FOR PORT AUTHORITY PURPOSES, SUCH REVENUES SHALL
NOT BE AVAILABLE TO PAY DEBT SERVICE ON THE NOTE AND
ACCORDINGLY ARE NOT UNENCUMBERED ASSETS AGAINST WHICH THE
HOLDER OF THE NOTE SHALL HAVE ANY RECOURSE. If any action for
sums due under the Note should be brought and adjudicated in
favor of the holder of the Note, only Unencumbered Assets
shall be subject to any judgment lien or mandamus order
arising from such adjudication.
This Note has been issued without registration under
state or federal or other securities laws, pursuant to an
exemption for such issuance; and accordingly this Note may not
be assigned or transferred in whole or part, nor may a
participation interest in this Note be given pursuant to any
participation agreement, except in accordance with an
applicable exemption from such registration requirements.
The Authority hereby agrees to pay all costs of
collection, including reasonable attorneys' fees and legal
2
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expenses, in the event this Note is not paid when due, whether
or not legal proceedings are commenced�,and:whether. or_,sot,.,
�aid or incurred before_ or after the entr of 'ud ement.
_ __. _ .. -y-�--•-�---9-
Presentment or other demand for payment, notice of
dishonor and protest are expressly waived.
It is hereby certified and recited that all
conditions, acts and things required to exist, happen and be
performed precedent to the issuance or enforceability of this
Note do exist, have happened and have been performed in
regular and due form as required by law.
IN WITNESS WHEREOF, the Authority has caused this
Note to be executed by officers thereunto duly authorized, as
of the date first above written.
PORT AUTHORITY OF THE CITY
OF SAINT PAUL
By
Its
And By
Its
3