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88-1342 M�H17E - CITV CLERK PINK - FINANCE C I TY O F SA I NT PA U L Council CANARV - DEPARTMENT /GJ BLUE --�MAYOR File NO• `� /�� Council, Resolution / -�:��: . Presented By ��e'��f/! Referred To Committee: Date Out of Committee By Date GNING FINAL APPROVAL TO THE ISSUANCE BY THE MINNEAPOLiS/SAINT PAUL HOUSING FINANCE BOARD OF SINGLE FANIILY MORTGAGE REVENUE BONDS TO FINANCE THE CITY'S 1988 SINGLE �'AMILY HOUSING PROGRAM WHEREAS, pursuant to the Minnesota Municipal Housing Act, Minnesota Statutes, Chapter 462C (the "Act"), the City of Saint Paul, Minnesota (the "City") is authorized to adopt a housing plan and carry out programs for the financing of single family housing for persons of low and moderate income; and WHEftEAS, the City Council (the "City Council") of the City has prepared the Housing Plan for Local Housing for the City of Saint Paul, Minnesota (the 'Plan"), which Plan was adopted pursuant to the Act; and WHEftEAS, after the notice and public hearing required by the Act, the Minneapolis/Saint Paul Housing Finance Board (the "Board") has approved a joint Single Fam�y Housing Finance Program (the '�rogram") pursuant to the Act to provide for the joint financing of single family owner-occupied housing in the City and in the City of Minneapolis, Minnesota, from obligations issued utilizing entitlement bonding authority for calendar year 1988, and bonding authority carried forward from prior years (the "Program"); and WHEftEAS, the Program has been submitted to the Minnesota Housing Finance Agency and the Metropolitan Council in accordance with Minnesota Statutes, Section 462 C.04, Subd. 1 and Subd. 2; and WHEREAS, the Program provides for the issuance of single family mortgage revenue bonds or obligations in one or more series in an aggregate amount not exceeding $70,000,000 pursuant to the Act (the "Bonds") to make or purchase or cause to be purchased mortgage loans, or to purchase securities the proceeds of which would be used to purchase mortgage loans, to finance the acquisition, primarily by low and moderate income persons and families, of single family housing located within the geographic boundaries of the two Cities; and CQUNCILMEN Requested by Department of: Yeas Nays In Favor � _ __ Against BY ""~-� Adopted by Council: Date — Form Approved by City Attorney Certified Passed by Council Secretary BY �l��L�� '(� By, Approved by IVlayor: Date _ Approved Mayo r bmi ion to Counc' BY - – — B � . . ��'-�3��- WHEREAS, the Program includes the issuance by the Board of its single family mortgage revenue bonds to currently refund a portion of the following issues (the 'Trior Bonds"): (i) City of Saint Paul $50,000,000 Home Ownership Mortgage Revenue Bonds, dated April 1, 1979; (n) City of Saint Paul (acting through the Saint Paul HRA) $47,940,000 Residential Rehabilitation Revenue Bonds, dated December 1, 1979; and (iu) other issues of single family mortgage revenue bonds issued by the City, the Saint Paul HRA (either alone or jointly with the Minneapolis Community Development Agency) or by the Board: and WHEREAS, the Cities of Minneapolis and Saint Paul have available additional 1987 carry forward allocation and 1988 entitlement allocation which may be used for the issuance of single family mortgage revenue bonds; and WHEftEAS, it is proposed that the Board be authorized to issue bonds to refund, in part, the Prior Bonds and to finance the Program pursuant to the Joint Powers Agreement creating the Minneapolis/Saint Paul Housing Finance Board dated December 1, 1984, as amended as of November 1, 1986; and WHEREAS, the Board is authorized pursuant to the Act to issue revenue bonds on behalf of any city or other public body with which it enters into a joint powers agreement; and WHEREAS, it appears that the Program and the issuance of obligations by the Board are in the best interests of the City; NOW THEREFORE, BE IT ftESOLVED BY THE CITY COUNCIL OF THE CITY OF SAINT PAUL, MINNESOTA AS FOLLOWS: 1. The Program is hereby approved, subject to final agreement by the Board and the pucchasers of the obligations to be issued to finance the Program as to the ultimate details of the Program and the financing therefor. 2. The issuance by the Board of revenue bonds in an aggregate principal amount not to exceed the amounts specified in Exhibit A hereto (the 'Bonds") to refund, in part, the Prior Bonds and to finance the Program is hereby finally approved. 3. The Bonds may be issued in one or more series at the time or times and pursuant to terms determined by the Board, and be structured so as to take advantage of whatever means are available and are permitted by law to enhance the security for, or marketability of, the bonds, provided that any such financing structure must be approved by the Board. 4. The Board is authorized to take all actions which may be necessary or desirable in connection with the refunding of the Prior Bonds and the issuance of the Bonds,acting on behalf of the City, and no further approval or consent of the City shall be required prior to the issuance of the Bonds by the Board, or prior to the taking of any action by the Board to undertake and implement the Program; provided, however, that supplemental indentures of trust with respect to each series of Prior Bonds must be signed prior to execution and delivery by the government unit which originally executed the indenture of trust with respect thereto. . . 1,��3��' 5. The City authorizes the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "Authority") to apply for an additional allocation from the State pool, and pursuant to such allocation to issue its single family mortgage revenue bonds to finance a portion of the Program. The Authority is further authorized to issue its bonds to refund any portion of the Prior Bonds to the extent not previously refunded by the Board. The Authority may delegate its authority to issue bonds hereunder to the Board. Any issue by the Authority or Board shall be subject to the same terms and conditions set forth herein for the issuance by the Board. 6. Nothing in the resolution or the documents prepared pursuant hereto shall authorize the expenditure of any municipal funds on the Program other than as specified and authorized by separate actions of the City and other than the revenues derived from the Program or otherwise granted to the City for this purpose. The Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property or funds of the City except the revenue and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon. The Holders of the Bonds shall never have the right to compel any exercise of the taxing power of the City to pay the outstanding principal on the Bonds or the interest thereon, or to enforce payment hereon against any property of the City. The Bonds shall recite in substance that Bonds, including the interest thereon, are payable solely from the revenue and proceeds pledged to the payment thereof. The Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation of indebtedness. WHITE - CITV CLERK PINK - FINANCE GITY OF SAINT 1 AUL COU11C11 /''' C,ANARV - DEPARTMENT �/P / BLUE �,tiIAVOR File �O. S Y ` � � • Council Resolution Presented By Referred To Committee: Date Out of Committee By Date EXHIBIT A Maximum aggregate principal amount of Bonds to be issued: $70,000,000.00 Consisting in part of the following: 1. Maximum aggregate principal amount of Bonds to be issued to refund the Prior Bonds: $10,000,000.00. 2. Maximum aggregate principal amount of Bonds to be issued using Joint Board's 1987 carryforward allocation: $29,269,220.00 ($20,646,000.00 of which was assigned to the Board by Minneapolis and $8,623,220.00 of which was assigned to the Board by Saint Paul). 3. Maximum aggregate principal amount of Bonds to be issued using Minneapolis 1988 entitlement allocation: $3,088,000.00 (plus amount, if any, remaining after issuance of bonds for ftiverside Plaza Multifamily P roj ect). 4. Maximum aggregate principal amount of Bonds to be issued using Saint Pau11988 entitlement: $18,023,000.00. 5. Remaining aggregate principal amount of Bonds to be issued using additional pool allocation, if available. CQUNCILMEN Requested by Department of: Yeas DIITIOrid Nays Goswitz �_ (n Favor 'ry`��- Long , Rettman ty __ Against BY ' Scheibel Sonnen W11SOri AU� 16 � Form Approved by City Attorney Adopted by Council: Date — / L / Certified Passe b ncil Sec a BY -/SJ�"'�'_ By Appr by ;Vlayor. Date _�i� 1:3N� Approved Mayor r S m ion to Council By _ _ B Pl�I.ISNED -^�`J � 2 7 1988 . . . _ ;,_l,� _ . .., *�:�'r J . .. .:...�. �y" _.:. '. . . .. '.` _ 'm..� �.�. ' .r.��'�� ' �G�'G��,,,�v. �DE PARTMEN .;��.� � � O s .�r 5� � `�SiLr r�,r- r -- ,p � j' � L. ... . .... ' . - �',.*�' �.'" '.�.�CONTACT (�� tli,�.+c�2�� lh��,e,e�,��_ � 5 � �.: _.. . . , `'�� . . .. ., • � ,� ;: �.,•� . -« ::: .335.� � �. ,>�PHONE . Y • . _ �- � . . g_g_� ..��'��- ;.�;.��DATE �.:: Q�� Q .. ; _,,;, .._ _ ., ,� . . ASSIGN NUMBER FOR ROUT'ING OROER (CTip _A11 Locations for Signature) : � �� Departraent' Director �'�'�.�i�" °"'�� - ;�:'`�,Directar of Managewent/Mayar � :� Finance and�Management Services D�rector : _ .� -�.Cfty Cterk .::;. �:,� ",��';�. .. � - �., t�� . .. 4y� ��. f . � �Y' .� A- . . .. .� ... .�C— ._• _ d t �� . Budget. Director r s; `' _ <°�.�� µ� ��X ' :/�///Y)/�i� .�1+��Oi�i�� '_�� @.� s� w3 _ t : � City Attorney :. '� �c�:� '' `�M.�: �:� ��.y �� =�= �'� �� `� _ ,�g �'� ' 7 "�.`Y. . : .T,��,.�:�"!'tk ". : ' "'_ ,�„" �,�,�, + 4 j :: ... .. ;, i`7. ��.� . "_.�.. ... ...:a p�s. '`4 � ...... .__,.._ . .- v3.�..,.ri . .4;%rrfi+ti z� t E r '�tHAT WILL BE ACHIEVE4 SY_-TAKING ACTION� ON THE ATTACHED MATERIALS? (Purpose! - - � �� ` � � � � .. , � ==� � �3`� � �. ' _ � �; ( ��//�-� %�/� �y �� , • Y Y'i, �..a . : ' _ ..'_. y'y .�r�.�. ., ..�. �Y��.a Y;4• _ ' . , �T.r.�as- �ona e • `��'�C�L'��'..�✓V/�^Y � P ...1.' � ..ft� ,t� . '� � - f* _ � �ic.�'�7 }S�fJ� ��'��t�.,...�..f%sGt-�..Xt.PS. ,. 1�:tLw�s.�� '.lfcz•n�1� �; Y.- �-".�� i'f.,�.�C�, �a;7�eC�-<..�Q,�aa-r� �+'7r•�G�lcc�s�s�s.�-�p ��t. ; �., ,�u.;�,,,�„�,�,;� � '�x�`�, a�,:.-��i�,,..;.1 �7!�-u<-L- �ri � ,,. _ �,�.� �.-n.�.�.,�,.-Q.;�-►-t f�..::.t, �r ��z h � , _ ,}��..�,�:� }�.,� ��-.�;,��;}9�.:�. .�n�..--�j �7��` ��:�.�'b.�.� � _�C�,,«� -;5�p.�s /9� '"�`� '�`"�°'`��`�� . r �� t� �� r�.� 1 . �'-' `r j�= ��, ;.� :..tt ..,'t t E ��.Ka:'. S�,�yi�+.crd. nk' � . � � .. . COST/BENEFIT, BUD6ETARY 'AND PERSONNEL IMPACTS ANTICIPATED: ' ` - �°' �'JD da7l"�`d73 GCftf,f," �` �• /,� `�tJa�urn�.w G.�, /kk�.�,�•�+.a.•cp� �'- °�"'yt+��•.� ��C2u.t`,r.c� �'` � S!° �„ � -? :> . � c,�, y4Ec.•�,�.�. .. . � , . �� _ . y, �./��' ' D. . Q-I��/�� },,� . • �� '//O IA�j�_T �`-�� ./r�r`�-�+'___�' � .. .. . .. ._ . . � Q"�iu �et i�j. M L V j/ �/ � ��1 �� ' �..R "{�. � h-i t} ��"{� . .. . . �.i A � d � ' X��.1 r . � ..ti � .. . � . G� i43 R1��Ayg� I'+ {q� 4yZ.; � . +n k,� � r� . � . . .�r,,_` .. . ..,.. � ,..:.: +. :� , . . . :r . � ' 7' h . .T�.. . .. . � . . '} ..y, �` 'a a :s_ .. ,�.t� - � .. � +.i��r � $ry�'.io� �.+rl�r"�d F. _ '� - . � . . _"'"�-r'�„ �,�.�s,��'k'ra�, ` `'Fr� � �� . � � . ..��'.��r�i��,«'LS r aA FINANCING SOURCE AND BUDGET ACTIVITY NUMBER CHARGED OR CREDITED: (Mayor's sfgna- ° - ;:, . _ ,.�.4��_. .::. - - ture not re- � . .., . _ .: � . . Total Amount of;'Transaction , � - quired �f under -_ �w+ �� 10 000) � , .� ,�:�-. .� �;;�� `' - , � ,-��: ��,,.��3 ��,,; � Funding Source: „�_ �,-� � .��;� . : . , ; ��.,' X�� ' �� '- _ : , �,"�'f - �' v T,�� ,� Activityy Number: :, . . . .. .. - t , ..�.;4 , ,:. ,� �- .:' ' �,�=� : �;;�� ♦r�„ ; AT7ACHMENTS (Li st and Number Al 1 Attachments) . �- � ,�:�k= �,t, :,� / f��.�,a�� -j7w+��ti.�c�no2.�.,-��.�' i� �SET 5�0,�'�'a �� '�.:�-�,,:$�s �� j- �a�i �.�.e�,��..-.�--c eR..�.�.�:.s.� � %�..� (,�so,-a�v�aa,�l,..�Bw,�,..�yo /��`.,B�.., 3- �cac-�s--�ca�, �"-�«,�� tiitZP'.�va-?- �! �.c. /ll,ofs�ff-�C..�c.��Wj �-eti.c�-.�oG ftz �.u- �'`S�"9 Cc. �,�,cy n, , ��.�.t.,�..� s��,;_.._� /S��°�, �,.�-�i 'c�� « -1 � <��.. �.�.' _ - � :.... .c. �d�.-sEe,.�—.n.t. DEPARTMENT REVIEW CITY ATTORNEY REVIE4► ✓ Yes No Council Resolution esolution Required? vYes No es No Insurance Required �O GDm� nsurance Sufficient? Yes No No Insurance Attached _ _ - �..;,��SEE •RE NS) . . Revised 12/84 ..� , , ,..._-----____ � � , (�c��3y�-- , . 567G 7/27/88 - BMHR THIRD SUPPLEMENTAL INDENTURE OF TRUST DATED AS OF AUGUST 1, 1988 RELATING TO THE: CITY OF SAINT PAUL, MINNESOTA ACTING BY AND THROUGH THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA $47 , 940, 000 RESIDENTIAL REHABILITATION REVENUE BONDS r , � . � ��-13s�.� THIRD SUPPLEMENTAL INDENTURE OF TRUST THIS THIRD SUPPLEMENTAL INDENTURE OF TRUST, dated as of August 1, 1988, is made and entered into by and between the City of Saint Paul, Minnesota ( the "City" ) , a municipal corporation organized and existing under the laws of the State of Minnesota, acting by and through The Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA" ) , a body corporate and politic organized under the laws of the State of Minnesota (the City, acting by and through the HRA, shall hereafter be referred to as the "Issuer" ) , and First Trust �National Association ( formerly First Trust Company of Saint Paul) , a national banking association duly organized, existing and authorized to accept and execute trusts of the character set forth hereunder and under the Indenture hereafter referred to by virtue of the laws of the United States of America, with its principal corporate trust office located in Saint Paul, Minnesota, as Trustee (the "Trustee" ) . i�l I T N E S S E T H : RECITALS: A. The City, HRA and Trustee entered into an Indenture of Trust dated as of December 1 , 1979 (the "Indenture" ) with respect to the Issuer' s $47, 940, 000 Residential Rehabilitation Revenue Bonds (the "Bonds" ) issued to finance the Program (as defined in the Indenture) which was established to meet the needs described in Chapter 260, Minnesota Laws 1975 (the "Act" ) ; and B. The City, HRA and the Trustee now wish to enter into this Third Supplemental Indenture of Trust (the "Third Supplement" ) in connection with the refunding of certain of the Bonds; and C. The execution, delivery and performance of this Third Supplement has been duly authorized by resolutions adopted by the City Council of the City and by the Board of Commissioners of the HRA, and all conditions, acts and things necessary and required by the laws of the State of Minnesota or otherwise to exist, to have happened, or to have been performed precedent to and in the execution and delivery of this Third Supplement have happened or been performed; and .. ��-�3�� D. The Trustee has power to enter into the Third Supplement and has accepted the rights, functions and obligations of the Trustee under this Third Supplement and in evidence thereof has joined in the execution of this Third Supplement; NOw, THEREFORE, for and in consideration of the mutual agreements hereinafter contained, the City, HRA and Trustee agree as follows: Section 1 . Definitions . Words and terms capitalized but not otherwise defined herein shall have the same meanings ascribed to them in the Indenture of Trust dated as of December 1, 1979, as heretofore supplemented. For the purposes of this Third Supplement, the following terms shall have the following meanings : Escrow Securities: the securities deposited with the Trustee as provided in Section 2 hereof to be held in the Escrow Fund; Escrow Fund: the Fund by that name created and estab- lished pursuant to Section 2 hereof; Indenture: the Indenture of Trust dated as of December 1, 1979 by and among the City, the HRA and the Trustee, as heretofore supplemented; and Third Supplement: this Third Supplemental Indenture of Trust dated as of August 1, 1988 by and among the City, HRA and Trustee. Section 2 . Escrow Fund; Deposit and Payment. (A) On the date of execution and delivery of this Third Supplement, the Issuer shall deposit with the Trustee in accordance and compliance with Section 7-1(B) of the Indenture, cash and Permitted Investments listed in Appendix A hereto (the "Escrow Securities" ) . Such Permitted Invest- ments, all of which shall constitute Governmental Obligations, mature at such times and are payable with respect to principal and interest in such amounts as to assure the timely payment of principal of certain of the Bonds which mature or will be redeemed on September 1, 1988 as further provided in Section 3 . 2 , 1 � ��_��'�. (B) There is hereby created and established a special, segregated and irrevocable trust account to be held, main- tained and administered by the Trustee for and on behalf of the Holders of the Bonds, and to be designated as the "Escrow Fund. " All of the cash and Escrow Securities referred to in paragraph (A) above shall be held by the Trustee in the Escrow Fund. The Escrow Securities, together with interest to be earned thereon, and any cash initially deposited in the Escrow Fund, shall be used to pay when due the principal of the Bonds called for redemption or maturing on September 1, 1988 in accordance with the Indenture. The deposit to the Escrow Fund provided for herein relates only to the Bonds maturing on September 1, 1988, and the Bonds to be called for redemption pursuant to Section 3-2 of the Indenture on September 1 , 1988, and therefore the cash and Escrow Securities so deposited shall not be used for any purpose other than to pay or prepay the principal of the Bonds to be redeemed on that date. Section 3 . Redemption of Bonds . In accordance with the Indenture $1,745, 000* principal amount of Bonds shall be redeemed on September 1, 1988. Of said principal amount of Bonds, $370, 000 shall be redeemed upon maturity, and $1, 375, 000* shall be redeemed prior to maturity from - prepayments of Mortgaqe Loans and other Revenues pursuant to Section 3-2 of the Indenture. The Trustee is hereby irrevocably instructed to apply the cash and Escrow Securities deposited in the Escrow Fund for the payment or prepayment and redemption of such Bonds on September 1, 1988 . The Trustee is hereby further irrevocably instructed to call for redemption $1, 375, 000* principal amount of Bonds pursuant to Section 3-2 of the Indenture; and the Trustee shall accordingly forthwith publish and mail as provided in the Indenture a notice to the Holders of the Bonds to be redeemed specifying the Bonds to be redeemed, the date of redemption (September 1, � 1988) and other information as required by the Indenture. Section 4 . Irrevocable Pledqe. In accordance with Article VII of the Indenture, the deposit made pursuant to Section 2 hereof constitutes an irrevocable deposit for the benefit of the Holders of the Bonds to be redeemed on September 1, 1988, and the Escrow Securities and cash, together with any income or interest earned thereon, shall be held in trust in the Escrow Fund and shall be applied solely in accordance with the provisions of this Third Supplement. * subject to change 3 Under no circumstances shall any person other than the Holders of the Bonds to be redeemed (including specifically the owners of bonds issued to refund the Bonds) have any lien on, or right to, any of the assets held for the Escrow Fund (or the income thereon) whether or not any default has occurred with respect to such refunding bonds . Correspondingly, the Bonds maturing or to be redeemed from the monies and Escrow Securities held in the Escrow Fund shall be deemed paid within the meaning of Section 7-1(B) of the Indenture from and after the date on which all conditions specified .therein shall have been satisfied. Section 5 . Receipt and Transfer of Funds . (A) The Trustee hereby acknowledges receipt of the cash and Escrow Securities specified in Appendix A hereto. Such cash and Escrow Securities shall be immediately deposited in the Escrow Fund. The Trustee shall have no power or duty to invest any monies held in the Escrow Fund or to make substitutions of the Escrow Securities or to sell, transfer or otherwise dispose of the Escrow Securities except to collect the proceeds thereof at maturity and interest thereon, and apply such proceeds and interest to the payment of the Bonds maturing or to be prepaid. The Trustee shall not comingle any monies or Escrow Securities held in the Escrow Fund with any other money or securities held under the Indenture. (B) On the date of receipt of the cash and Escrow Securities being deposited in the Escrow Fund, the Trustee shall withdraw from the Principal Account in the Bond Fund the sum of $370, 000, and from the Special Redemption Account in the Redemption Fund the sum of $1, 375, 000* and transfer the aggregate of those sums in immediately available funds to Norwest Bank Minnesota, National Association ( "Norwest" ) , as trustee under that certain Trust Indenture dated as of August 1, 1988 between Norwest and the Minneapolis/Saint Paul Housing Finance Board. Such transfer shall be made to such account and otherwise as directed by Norwest in writing. Section 6 . Counterparts . This Third Supplement may be executed in counterparts, and each executed counterpart shall constitute an original instrument, but all such counterparts shall constitute but one and the same instrument. * subject to change 4 , � ��F�-�3�1� Section 7 . Continuing Effect of Indenture. Except as expressly supplemented or amended by this Third Supplement, all of the provisions of the Indenture shall remain in full force and effect. Section 8 . Supplemental Indenture Requirements . The Trustee acknowledges that this Third Supplement is a supplemental indenture entered into pursuant to Section 10-1 of the Indenture, as a supplemental indenture which does not require the consent of, or notice to, any of the Bondholders . For this purpose, the Trustee has relied upon the determination by the Issuer that the terms of this Third Supplement are not to the prejudice of the Bondholders, and � upon the Bond Counsel ' s Opinion, dated the date of execution hereof, to the effect that the execution and delivery of this� Third Supplement will not adversely affect the tax-exempt status of the Bonds . The Trustee hereby acknowledges receipt of a certified copy of the resolution of the Issuer authorizing this Third Supplement, and of a copy of the Bond Counsel ' s Opinion referred to above. IN Tn1ITNESS �REOF, the City, HRA and Trustee have caused this Third Supplement to be executed on their behalf by their duly authorized officers and their corporate seals to be hereunto affixed and duly attested, all as of the day and year first above written. CITY OF SAINT PAUL, MINNESOTA BY Its Mayor (SEAL) By Its Director of Finance and Management Services Attest: By . Its Director of Planning By and Economic Development City Clerk Approved as to form: By . Assistant City Attorney 5 . . ��I'��,��•Z THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA By Its Chair (SEAL) By Its Secretary � Approved as to form: By Its Executive Director By By Assistant City Its Director of Finance Attorney and Management Services . 6 i , � (1��-�3y� , . . 7/25/88 - BMIR FOURTH SUPPLEMENTAL INDENTURE OF TRUST DATED AS OF AUGUST 1, 1988 RELATING TO THE: CITY OF SAINT PAUL, MINNESOTA $50, 000, 000 HOME OWNERSHIP MORTGAGE REVENUE BONDS OF 1979 r ' �3f�t' • ,�i��Y' FOURTH SUPPLEMENTAL INDENTURE OF TRUST THIS FOURTH SUPPLEMENTAL INDENTURE OF TRUST, dated as of August 1, 1988, is made and entered into by and between the City of Saint Paul, Minnesota, a municipal corporation organized and existing under the laws of the State of Minnesota, (referred to herein as the "Issuer" ) , and First Trust National Association ( formerly First Trust Company of Saint Paul) , a national banking association duly organized, existing and authorized to accept and execute trusts of the character set forth hereunder and under the Original Indenture hereafter referred to by virtue of the laws of the United States of America, with its principal corporate trust office located in Saint Paul, Minnesota, as Trustee (the � "Trustee" ) . W I T N E S S E T H : RECITALS: A. The City and Trustee entered into an Indenture of Trust dated as of April 1, 1979 (the "Indenture" ) with respect to the Issuer' s $50, 000, 000 Home Ownership Mortgage Revenue Bonds of 1979 (the "Bonds" ) issued to finance the Program (as defined in the Indenture) which was established to meet the needs described in Chapter 260, Minnesota Laws 1975 (the "Act" ) ; and B. The City and the Trustee now wish to enter into this Fourth Supplemental Indenture of Trust (the "Fourth Supplement" ) in connection with the refunding of certain of the Bonds; and , C. The execution, delivery and performance of this Fourth Supplement has been duly authorized by a resolution adopted by the City Council of the City and all conditions, acts and things necessary and required by the laws of the State of Minnesota or otherwise to exist, to have happened, or to have been performed precedent to and in the execution and delivery of this Fourth Supplement have happened or been performed; and D. By a Third Supplemental Indenture of Trust dated as of July 1, 1987 , the City and the Trustee made certain changes with respect to the Indenture, and the Bonds are now insured under a Municipal Bond New , . t�j�j''-�35��'' Issue Insurance Policy issued by Financial Guaranty Insurance Company; and E. The Trustee has power to enter into this Fourth Supplement and has accepted the rights, functions and obligations of the Trustee under this Fourth Supplement and in evidence thereof has joined in the execution of this Fourth Supplement; NOFT, THEREFORE, for and in consideration of the mutual agreements hereinafter contained, the City and Trustee agree as follows: � Section 1 . Definitions . Words and terms capitalized but not otherwise defined herein shall have the same meanings ascriUed to them in the Indenture of Trust dated as of April 1, 1979 pursuant to which the Bonds were issued, as heretofore supplemented. For the purposes of this Fourth Supplement, the following terms shall have the following meanings: Escrow Securities: the secu�ities deposited with the Trustee as provided in Section 2 hereof to be held in the Escrow Fund; Escrow Fund: the Fund by that name created and estab- lished pursuant to Sectian 2 hereof; Indenture: the Indenture of Trust dated as of April 1, 1979 by and among the City and the Trustee, as heretofore supplemented; Fourth Supplement: this Fourth Supplemental Indenture of Trust dated as of August 1, 1988 by and among the City and Trustee; and Third Supplement: the Third Supplemental Indenture of Trust dated as of July 1, 1987 between the City and the Trustee. Section 2 . Escrow Fund; Deposit and Payment. - (A) On the date of execution and delivery of this Fourth Supplement, the Issuer shall deposit with the Trustee in accordance and compliance with Section 7-1(B) of the Indenture, cash and Permitted Investments listed �in Appendix A hereto (the "Escrow Securities" ) . Such Permitted Invest- ments, all of which shall constitute Governmental Obligations, mature at such times and are payable with respect to principal 2 � . ��'/��' and interest in such amounts as to assure the timely payment of principal of certain of the Bonds which mature or will be redeemed on October 1, 1988 as further provided in Section 3 . (B) There is hereby created and established a special, segregated and irrevocable trust account to be held, main- tained and administered by the Trustee for and on behalf of the Holders of the Bonds, and to be designated as the "Escrow Fund. " All of the cash and Escrow Securities referred to in paragraph (A) above shall be held by the Trustee in the Escrow Fund. The Escrow Securities, together with interest to be earned thereon, and any cash initially deposited in the Escrow Fund, shall be used to pay when due the principal of and interest on the Bonds called for redemption or maturing on � October 1, 1988 in accordance with the Indenture. The deposit to the Escrow Fund provided for herein relates only to the � Bonds to be called for redemption pursuant to Section 3-2 of the Indenture on October 1, 1988, and therefore the cash and Escrow Securities so deposited shall not be used for any purpose other than to pay the principal of the Bonds to be redeemed on that date. Section 3 . Redemption of Bonds . In accordance with the Indenture $1, 140,000* principal amount of Bonds shall be redeemed on October 1, 1988 from prepayments of Mortgage Loans and other Revenues pursuant to Section 3-2 of the Indenture. The Trustee is hereby irrevocably instructed to apply the cash and Escrow Securities deposited in the Escrow Fund for the payment or prepayment and redemption of such Bonds on October 1, 1988 . The Trustee is hereby further irrevocably instructed to call for redemption $1, 140,000* principal amount of Bonds pursuant to Section 3-2 of the Indenture; and the Trustee shall accordingly forthwith publish and mail as provided in the Indenture a notice to the Holders of the Bonds to be redeemed specifying the Bonds to be redeemed, the date of redemption (October 1, 1988) and other information as required by the Indenture. Section 4 . Irrevocable Pledge. In accordance with Article VII of the Indenture, the deposit made pursuant to Section 2 hereof constitu�es an irrevocable deposit for the benefit of the Holders of the Bonds to be redeemed on October 1, 1988, and the Escrow Securities and cash, together with any income or interest earned thereon, shall be held in trust in * subject to change 3 , , �.�'-/`��' the Escrow Fund and shall be applied solely in accordance with the provisions of this Fourth Supplement. Under no circumstances shall any person other than the Holders of the Bonds to be redeemed (including specifically the owners of bonds issued to refund the Bonds) have any lien on, or right to, any of the assets held for the Escrow Fund (or the income thereon) whether or not any default has occurred with respect to such refunding bonds . Correspondingly, the Bonds maturing or to be redeemed from the monies and Escrow Securities held � in the Escrow Fund shall be deemed paid within the meaning of Section 7-1(B) of the Indenture from and after the date on which all conditions specified therein shal�l have been satisfied. Section 5 . Receipt and Transfer of Funds . (A) The Trustee hereby acknowledges receipt of the cash and Escrow Securities specified in Appendix A hereto. Such cash and Escrow Securities shall be immediately deposited in the Escrow Fund. The Trustee shall have no power or duty to invest any monies held in the Escrow Fund or to make substitutions of the Escrow Securities or to sell, transfer or otherwise dispose of the Escrow Securities except to collect the proceeds thereof at maturity and interest thereon, and apply such proceeds and interest to the payment of the Bonds maturing or to be prepaid. The Trustee shall not comingle any monies or Escrow Securities held in the Escrow Fund with any other money or securities held under the Indenture. (B) On the date of receipt of the cash and Escrow Securities being deposited in the Escrow Fund, the Trustee shall withdraw from the Special Redemption Account in the Redemption Fund the sum of $1, 140,000* and transfer that sum in immediately available funds to Norwest Bank Minnesota, National Association ( "Norwest" ) , as trustee under that certain Trust Indenture dated as of August 1, 1988 between Norwest and the Minneapolis/Saint Paul Housing Finance Board. Such transfer shall be made to such account and otherwise as directed by Norwest in writing. Section 6 . Counterparts . This Fourth Supplement may be executed in counterparts, and each executed counterpart shall constitute an original instrument, but all such counterparts shall constitute but one and the same instrument. *subject to change 4 � . . � ��'�Y , Section 7 . Continuing Effect of Indenture. Except as expressly supplemented or amended by this Fourth Supplement, all of the provisions of the Indenture shall remain in full force and effect. Section 8 . Supplemental Indenture Requirements. (A) The Trustee acknowledges that this Fourth Supplement is a supplemental indenture entered into pursuant to Section 10-1 of the Indenture, as a supplemental indenture which does not require the consent of, or notice to, any of the Bondholders . For this purpose, the Trustee has relied upon the determination by the Issuer that the terms of this Fourth � Supplement are not to the prejudice of the Bondholders, and upon the Bond Counsel ' s Opinion, dated the date of execution � hereof, to the effect that the execution and delivery of this Fourth Supplement will not adversely affect the tax-exempt status of the Bonds . The Trustee hereby acknowledges receipt of a certified copy of the resolution of the Issuer authorizing this Fourth Supplement, and of a copy of the Bond Counsel ' s Opinion referred to above. (B) Pursuant to Section 4 . 02 of the Third Supplement, the Bond Insurer (as defined therein) hereby consents to this Fourth Supplement by its execution of the "Consent" on the signature pages hereto. . 5 , �d'f'-l3�f� IN WITNESS WHEREOF, the City and Trustee have caused this Fourth Supplement to be executed on their behalf by their duly authorized officers and their corporate seals to be hereunto affixed and duly attested, all as of the day and year first above written. CITY OF SAINT PAUL, MINNESOTA BY Its Mayor (SEAL) By Its Director of Finance and Management Services Attest: By Its Director of Planning By and Economic Development City Clerk Approved as to form: By Assistant City Attorney 6 � . ��`�� FIRST TRUST NATIONAL ASSOCIATION, as Trustee (SEAL) By Its Attest: By Its CONSENT: � FINANCIAL GUARANTY INSURANCE COMPANY By Its 7