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87-1846 v WMITE - CITV CLERK PINK - FINANCE GITY OF SAINT PAUL Council //�� /' CANARV =�EPARTMENT . � y�/ri BLUE AVOR _ FIIe NO. 0 �v � � , Council Resolution _ . � � J ? � Presented B ✓� !�� %f/� � �.S � Y Referred To Committee: Date Out of Committee By Date I E REAS: WN 1 . The Port Authority of the City of Saint Paul adopted Resolution No. 2904 on Diecember 8, 1987, giving preliminary approval to issue a $20,000,000 Note to be purchased by Norwest Banks to pay for development costs authorized by the Tax I!ncrement Plan for Westgate Office and Industriai Center including acquisition, r�elocation, d�nol ition, site preparation and infrastructure improvements. , 2. Laws of Minnesota 1976, Chapter 234, provides that any issue of revenue bonds authorized by the Port Authority of the City of Saint Paul , shall b�e issued only with the consent of the City Council of the City of Saint Paul , ay resolution adopted in accordance with law; � 3. The Port Authority of the City of Saint Paul has requested that the City Council give its requisite consent pursuant to said law to facilitate the i�ssuance of said revenue bonds by the Port Authority of the City of Saint Paul , �ubject to final approval of the details of said issue by the Port Authority of he City of Saint Paul . RESOLVED, by the City Council of the City of Saint Paul , that in �ccordance with Laws of Minnesota 1976, Chapter 234, the City Council hereby consents to the issuance ot the aforesaid revenue bonds for the purposes described in the aforesaid Port Authority Resolution No. 2904, the exact details of which, including, but not limited to, provisions relating to maturities, interest rates, discount, redemption, and for the issuance of �dditional 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 ( lncluding refunding bonds) by the Port Authority, found by the Port Authority to be necessary for carrying out the purposes for which the aforesaid bonds are issued. C10UNCILMEN Requested by Department of: Yeas �'W Nays � I�icosia ln Favor l�ettman �1 � _ A gainst BY $onnen �diw�der- c�iison QEC 3 0 �7 Form Appr d by City Attorney Adopte� by Council: Date Certified Passe ncil Sec y By C By � o _�, � c:.;. ,., ,.., �;`a;� A►pprove b Mavor: Dat � +�'��% -' �-' '�`� Approv y Mayor for Su ' sio ouncil By BY ��IE�IS�#�E� ,;�,N - J 198$ ��y�f�� PORT A�UTHORITY OF THE CITY OF ST. PAUL , M@A101'OAd11A1 REV I SED DEC. 8. 1987 TO:� BOARD OF COMMISSIONERS DATE DEC. 4, 19a7 ' (SPECIAL MEETING DECENf3ER 8, 1987) ;� ; � �� FROM: Perry K. Feders SU�.JECT: TAXABLE NOTE AND LOAN AGREEMENT - FINANCING REDEVELOPMENT COST WESTGATE OFFICE ' RESOLUTION N0. 2904 The Port P,uthority Commission on September 22, 1987, by Resolution No. 2858 authorized the staff to canmence acquisition of properties in the Westgate Ot- fice and Industrial Park. At that time approvai was also given for an ap- ' propriation of up to $2,000,000 from the accumulated net revenue fund to cover initial acquisitions. Qn that same date the City Councii also approved the , tax increment financing plan for the project. INTERIM FINANCING ' We have concluded negotiations with Norwesfi Banks to obtain up to $20,000,000 in financing to pay for redevelopment costs authorized by the tax incremen-I- financing plan in the project. The tinancing wili be a Term Note of five years (through November 30, 1992) with interest only at the Bank�s reference rate plus 1/2�. Capitalized interest will be limited to no more than three � years (December, 1990). In addition to the project revenues the Note will be , secured by tax increment receipts and Port Authority Resolution 1270. The Note will also contain a mechanism for conversion to a fixed rate. The Note will be prepayable at any time without penalty except if a fixed rate is in place, in wfiich case a formula for determining a prepayment will be utii- ized. Funds will be drawn under the Note as needed in minimum denominations of $50,000 if a fioating rate is in effect. Draws under this Note will be al- lowed by the Bank to the extent that no materiaily adverse conditions to the ' financial position of the Port Authority exist at the time a draw is requested. Due to the discretionary nature of the line, a commitment fee is not required. The Note may be subject to mandatory prepayment and redemption upon nonpayment of the Note or bankruptcy of the Port Authority. REGULAR FINANCING , At the regular October 20, 1987, Port Authority Meeting approvai was given by � P,esolution No. 2871 to apply for tax exempt financing for the ��Jestgate ' project. We have submitted an application to the State of Minnesota Unified ' Pool and have obtained an allocation of $10,000,000 of bonding authority which ' may be utilized during the next three years. It is intended that when suffi- cient tax increments can be developed a combination of tax exempt and taxGble bond financing will be done. � Staff recommends approval of the above Resolution authorizing financing for the Westgate project. sjs , � St. Paul Port Authority DEPARTMENT j �o /� , N° 2237 J. A. Ca obasso/E. A. Kraut CONTACT (612)22 -5686 PHONE � Decembe 15, 1987 DATE 1 �� ,� ',i ASSIGN N MBER FOR ROUTING ORD -R Cli All Locatians for Si nature : � Depa tment Director � 3 Director of Management/Mayor Fina ce and Manage ent Services Director j 4 City Clerk Budg t Director i RE: TAXABLE NOTE AND LOAN AGREEMENT 2 City Attorney , FINANCING REDEVELOPMENT COST � WHAT WIL BE ACHIEVED BY TAKING ACTION ON THE AT ACHED M��tE��P►�L�?�(��urpo e9 INDUSTRIAL CENTER The purpose of the financing is to conduct cquisition, reloca��i�n��tc�Fition, site pre aration and infrastructure improvements �in the Westgate Office and lndustrial Park. The e activities were outlined in the Tax Ir�crement Plan for Westgate approved by �the City Cou cil on September 22, 1987. ' �,�1 �2� � �- COST/BEN FIT BUDGETARY AND PERSONNEL IMPACTS AN ICIPATED: The Port Authorlty will issue a 20,000,OOO, Note to be purchased by Norwest Banks for the red velopment costs. The Note will be for � 1-erm of five years. It is intended that when suf icient Tax Increment can be developed, � combination of tax exempt and taxable bond fin ncing will be put into place on a longe�- term basis. The Port Authority has obtalned $10 OOO,OOO of bonding authority from the S�ate of Minnesota's Unified Poo1 which may be utilized during the next three years for th�is purpose. Westgate Ofifice and Industrial Cen er is anticipated to generate $70,0OO,ObO in investment and up to ( ,750 jobs. It is estimated 1-hat development will generate $2;,000,000 in new annual real estate taxes. FINANCI G SOURCE AND BUDGET ACTIVITY NUMBER CHA�GED OR CREDITED: (Mayor's signa- ture not re- Total Amount of Transaction: quired if under $10,00Q) Fund ng Source: Acti ity Number: i ATTACHM NTS List and Number Al1 Attachments • � I I . Staff Memorandum � 2. Draft City Council Resolution j 3. Port Authority Resolution No. 2904 , DEPART NT REVIEW CITY ATTORNEY REVIEW Yes No Council Resolution Required? Resolution Required? �Yes No Yes X No Insurance Required? Insurance Sufficient? X Yes No Yes X No Insurance Attached: (SEE REVERSE SIDE FOR INSTRUCTIONS) Revise 12/84 ; � � � � �'7 �� , � 508AA RESOLUT ION NO. �G'U y I NOTE RESOLUTION - i $20 , 000, 000 PORT AUTHORITY OF THE CITY OF SAINT PAUL TAXABLE COMMERCIAL DEVELOPMENT REVENUE ' NOTE, SERIES 1987-3 (WESTGATE OFFICE AND INDUSTRIAL CENTER PROJECT) ' ADOPTED: DECEMBER 8 , 1987 � I I �I t ' ' �� -��r� ' TABLE OF CONTENTS ' Page ARTICLE .ONE - DEFINITIONS, LEGAL AUTHORIZATION � AND FINDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1-1 . Definition� . . . . . . . . . . . . . . . . . . . . . . 1 Section 1-2. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1-3 . Legal Authorization . . . . . . . . . . . . . . 2 • � Section 1-4. Findings . . . . . . . . . . . . . . . . . . . . . . . . . 3 ARTICLE TWO - THE NOTE AND LOAN AGREEMENT. . . . . . . . . . . . . 3 Section 2-l. Authorized Amount and Form ofNote . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 2-2. The Note . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section2-3 . 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 MATURITY. . . . . 5 ARTICLE FIVE - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 5 Section 5-1. Severability . . . . . . . . . . . . . . . . . . . . . 5 Section 5-2. Limitation of Liability . . . . . . . . . . 6 ' Section 5-3 . Authentication of Transcript . . . . . 6 Section 5-4 . Registration of Note Resolution . . 6 Section 5-5 . Approval of Lender . . . . . . . . . . . . . . . 6 ' Section 5-6. Authorization to Execute Loan Agreement and Incidental Documents . . . . . . . . . . . . . . . . . . . . . . . 6 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 i l ' ', ��7�� . NOTE RESOLCITION ' BE IT RESOLVED by the Port Authority of the City of Saint Paul as follows: ARTICLE ONE i DEFINITIONS, LEGAL AUTIiORIZATION AND I'INDINGS 1-1. Definitions. All terms used in Special - Resolution No. 1270 shall have the same meanings when used herein as assigned them in Special Resolution No. 1270 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; 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; CitY: the City of Saint Paul, Minnesota, its successors and assigns; - Lender: Norwest Bank Minneapolis, National Association, � a national banking association located in Minneapolis, 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 proceeds of the Note to the AUTHORITY, and the repayment thereof, including any amendments or supplements thereto made ' in accordance with its provisions. Note: the Port Authority of the City of Saint Paul $20 , 000,000 Taxable Commercial Development Revenue Note, Series 1987-3 (Westgate Office and Industrial Center Project) , to be issued by the AUTHORITY pursuant to the Note Resolution I 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; ;,I � . t � �- �y-�� . Note Resolution: this Res�l �.ition of the nUTiTnRTTY adopted December 8 , 1987, together with any supplement or amendment thereto, pursuant to which the Note is authorized to ' be issued; , Project: the acquisition and preparation of land in the area in the City of Saint Paul which is generally bounded by Trunk Highway 280 on the East, The Burlington Northern ' mainline tracks on the North, the Saint Paul/ Minneapolis municipal boundary and Berry Street on the West, and by ' University Avenue with the addition of a triangular piece at Elles Avenue and Curfew Street on the South, and which has been designated by the AUTHORITY as the Westgate Office and ' Industrial Center; Special Resolution No. 1270: Special Resolution No. ' 1270, initially adopted by the AUTHORITY on November 1, 1977 as from time to time amended; Tax Increments: the tax increments to be derived by the AUTHORITY from the area designated by the AUTHORITY and the ' Housing and Redevelopment Authority of the City of Saint Paul, Minnesota, as the University Avenue/T.H. 280 Tax Increment , Financing District pursuant to Minnesota Statutes, Section 469. 177; and ' Westgate Project Revenues: revenues derived from the Westgate Office and Industrial Center . 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: Form of Loan Agreement. � 1-3 . Legal Authorization. The AUTFtORiTY 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 � ' ��7 j�`�''��P � I 1-4 . Findinqs . The nT1TTinRTTY h�s h^r�t �fore determined, and does hereby determine, as follows: (1) it is desirable, feasible and consistent with the objects and purposes of the Act to issue the Note for the ' purpose of providing financing for the costs of the Project; (2) the Note and the interest thereon do not constitute an indebtedness of the AUTHORITY or the City of Saint Paul � within the meaning of any constitutional or statutory limita- ' ' tion and do not constitute or give rise to a pecuniary liabil- ity of the AUTHORITY or 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; (3 ) the interest on the Note is to be taxable; ' (4) the Note herein authorized is issued under and secured by Special Resolution No. 1270, incorporated herein by reference and made a part hereof, and the Note shall constitute a "Special Revenue Bond" as therein defined; and (5) the estimated collection of Special Net Revenues derived from existing Facilities, including the Project (and any tax increments or other unencumbered sums pledged to the ! payment of Special Revenue Bonds under Section 5-2 (4) of Special Resolution No. 1270) will exceed the amount needed to pay when due (a) the annual principal (after taking into account any mandatory redemption schedule) , except principal ' to become due on Bond Anticipation Notes or Short Term Bonds or principal to become due on the Note after the maturity date of all outstanding Special Revenue Bonds, and (b) interest secured by such pledged sums to become due on all outstanding I Special Revenue Bonds and the Note. ARTICLE TWO THE NOTE AND LOAN AGI2EII�NT j 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 'i variations, omissions and insertions as are permitted or i 3 j i ; � �7-��y�O requir.ed by this Not.e Resolution , and in accorclance wit:h the , further provisions hereof; an�� t.he total principal. amoun� af. the Note that may be outstanding hereunder is expressly limited to no more than $20 ,000 , 000 unless a duplicate Note is issued under Section 2-5 hereof . ' 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, except in accordance with applicable registration requirements , or an applicable exemption from such registration require- ments. I � _ 4 � + I �� i � � ARTTCT.F TTiRT:E � NOT� I'[JND I 3-1. Note Fund. (1) The AUTHORITY hereby establishes in the Bond Fund a � special separate Note Fund and covenants to disburse sums from the Note Fund only to make payments to the Lender on account i of the Note, all as provided in the Loan Agreement. (2) The AUTHORITY hereby pledges to the payment of the I Note, and covenants that it shall make monthly deposits into the Note Fund of, Westgate Project Revenues , in an amount necessary to make any payments to come due on the Note in the ' next succeeding month; (3) All Tax Increments received by the AUTHORITY shall, upon receipt, be credited to the Note Fund and are hereby pledged to the payment of the Note. (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 FOUR PREPAYMENT OF NOTE BEFORE MATURITY ' The Note may be prepaid in accordance with the provisions of the Note and Loan Agreement. ARTICLE FIVE I MISCELLANEOUS 5-1. Severabilil-y. If any provision of this Note Resolution shall be held or deemed to be or sha11 , in f.act , 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 j I i 5 � ��-<�� ' � P or unen- of rendering the provision i.n que.,tion inoper. at�v , ' f�rceable in any other case or circumstance, or. of rendrr• ing 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. 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 the AUTHORITY or any of its officers, employ- - ees 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 appropri.ate for. Note C]_osi.ng. Tn the event of the disability or the resignation or olher absence of the President or Secretary of the AUTHORITY, su�h 6 � � � ��-;�� . ; other officers of the AUTFTORITY who may act in their behalf shal l wi thout further a�t �r a�ifihori zation of t hc 1�i.ITiTf1R f't'Y c�n all things and execute all instruments and documents required to be done or to be executed by such absent or disabled officials. , � ADOPTED: December 8 , 1987 + � �� i " Preside t f the Port Authority ' h City of Saint Paul Attest:, i �- ' � � 2��i ��Y�� ' ` ssistant S cretary 7 � �� EXHIBIT A 12/8/87 TERM LOAN AGREEMENT (Westgate Office and Industrial Center Project) Dated as of December _, 1987 The PORT AUTHORITY OF THE CITY OF SAINT PAUL, a body corporate and politic (the "Authority") and NORWEST BANK ` MINNEAPOLIS, NATIONAL ASSOCIATION, 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) the terms defined in this Article have the mean- ings assigned to them in this Article, and include the plural as well as the singular; and (b) all accounting terms not otherwise defined herein �have the meanings assigned to them in accordance with generally accepted accounting principles. "Accumulated Net Revenues" has the meaning given that tena in Special Resolution No. 1270. "Advance" means an advance of principal of the Loan by the Bank in its sole discretion pursuant to Section 2.01 hereof. "Authorizing Resolution" means Note Resolution No. adopted December 8, 1987 by the Authority authorizinq issuance of the Note and the sale thereof to the Bank. �I "Business Day" means a day on which banks are generally I open for business in Minneapolis, Minnesota. . "CD Rate" means the annual rate equal to the sum of (i) the rate obtained by dividinq (a) the rate determined by the Bank to be the average bid rate quoted to the Bank on the first day of an Interest Period by New York certificate of deposit dealers of recognized standing selected by the Bank for the purchase of the Bank' s certificates of deposit maturing at the end of such Interest Period and denominated in U.S. dollars in an amount approximately equal to the amount for which a CD Rate quotation has been requested, by (b) a percentaqe equal to 100% minus the Federal Reserve System requirement (expressed as a percentage) applicable to such certificates of deposit, and . ��7�'�� - � (ii) the Federal Deposit Insurance Corporation assessment (expressed as a percentage) applicable to such certificates of deposit, and (iii) 1. 75%. "Fixed Rate Portion" means a portion of the outstanding principal of the Note with respect to which the Authority has elected a CD Rate pursuant to Section 2.02 hereof, which shall be in a minimum amount of $4,000,000 in increments of $100,000. ' Upon expiration of the CD Rate applicable to a Eixed Rate Portion, ' such principal of the Note shall no longer be deemed a Fixed Rate Portion. "Floating Rate" means an annual rate equal to one half of one percent ( .50%) over the rate of interest publicly announced from time to time by the Bank as its "prime rate" or any similar successor rate, which rate shall change when and as that prime rate or successor rate changes. "Interest Period" means a period of 30 days or any inteqral multiple thereof, as elected by the Authority, beginning on a Business Day and ending no later than the last Business Day immediately prior to the Maturity Date. "Loan" means the purchase of the Note by the Bank from the Authority, such purchase to be effected by the Bank' s making , of Advances to the Authority from time to time pursuant to Section 2.01 hereof. "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. "Maturity Date" means November 30, 1992, being the date on which all advanced and o�xtstanding principal of the Note shall be due and payable in full. "Note" means the Authority' s Taxable Commercial Development Revenue Note, Series 1987-3 (Westgate Office and � Industrial Center Project) of even date herewith issued to and payable to the order of the Bank in the oriqinal principal amount , of $20,000,000, in substantially the form attached hereto as Exhibit A. "Project" means the Westgate Office and Industrial Center facility located , whether ' such facility is owned, leased, financed, held, operated or used in any manner by the Authority. - ' "Project Revenues" has the meaning qiven that term in , Special Resolution No. 1270. -2- ' 7/��(!� �� ' i "Special Project Revenues" means all Net Revenues, as , defined in Special Resolution No. 1270, received by the Authority -- from or with respect to the Project. "Special Resolution No. 1270" means the Special Resolution ° No. 1270 initially adopted November 1, 1977 by the Authority, as ' amended by Resolutions Nos. 1276, 1304, 1583, 1907, and 2885, and as further amended from time to time in accordance with its terms. � ARTICLE II Terms of the Loan Section 2.01 Making the Advances. (a) [To be completed] . (b) The Note. All Advances to the Authority shall be evidenced by the Note, shall be repayable in a single , installment on the Maturity Date (unless any such Advance shall become subject to mandatory redemption and prepayment pursuant to Sections 4.04 or 5.02 hereof) and shall bear , interest and be payable as set forth herein and in the Note. ' Section 2.02 Interest. Except with respect to Fixed Rate Portions of the Note for which the Authority has selected a CD Rate pursuant to this Section, the principal balance of the ' Note from 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 may request in writing or by telephone that the Bank quote the CD Rate which would be applicable for a proposed Fixed Rate Portion and for a proposed Interest Period indicated by the Authority in its quotation request. The Fixed Rate Portion for which a CD Rate quotation is requested must not otherwise bear interest at a CD Rate at any time during the respective Interest Period on account of any other acceptance of a CD Rate hereunder. A request for a CD Rate quotation must be received by the Bank before 10:00 a.m. on a Business Day which is the first day of the proposed Interest Period. The Bank shall make an oral CD 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 CD � Rate quotation, the quotation shall be deemed to have been rejected. Upon acceptance of a CD Rate quotation, the quoted CD ' Rate shall be the interest rate applicable for the proposed , Interest Period to the proposed Fixed Rate Portion as set forth in the Authority' s request for a CD Rate quotation (and the � ' remaining part of the principal balance of the Note, if any, , -3- - ' ��-�� , i shall continue to bear interest at the rate or rates previously applicable to such amounts) . At the termination of an Interest � Period, the interest rate applicable to the Eixed Rate Portion to ! which the accepted CD Rate quotation was applicable shall revert , to the Floating Rate unless a new CD Rate quotation is accepted by the Authority with respect thereto in accordance with this ' Section 2.02. Notwithstanding anything contained in this Section to the contrary, the Bank shall have no obligation to quote a CD Rate for any Interest Period if the Bank, in its sole discretion, ' determines that no market exists for its certificates of deposit � in an amount equal to the amount for which the quotation has been requested and maturing at the end of the proposed Interest Period. I Section 2.03 Voluntary Prepayment. The Authority may, ' upon one Business Day' s notice to the Bank, prepay the Note in � whole at any time or from time to time in part. No penalty or premium shall be payable with respect to prepayment of that ' portion of the outstanding principal of the Note not constituting a Eixed Rate Portion. Upon prepayment of any principal of the , Note then constituting a Fixed Rate Portion, a premium shall be ' paid with such prepaid principal in an amount equal to the amount of interest that would have accrued on such principal (from the date of prepayment to the date on which the CD Rate applicable thereto is scheduled to expire) computed at an annual rate equal to (i) the CD Rate applicable to such principal beinq prepaid, minus (ii) the yield (including both interest and discount) on a hypothetical United States Treasury Security that could be purchased on the date of prepayment and maturing on (or about) the date on which the affected CD Rate is scheduled to expire, such amount to be discounted (on a monthly basis) to its present value using the yield on such hypothetical Treasury Security as the applicable discount factor; provided that no premium shall be payable (and no credit or rebate shall be required) if the yield ' described in clause (ii ) above exceeds the rate described in clause (i) above. For purposes of the foregoing, the term "prepayment" shall include payment following any mandatory ' redemption and prepayment of the Note. 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 principal of and interest under the Note shall be made to the Bank in immediately available funds. The Authority agrees that the amount of outstanding Fixed Rate Portions and the respective interest rates with respect thereto as shown on the books and records of the Bank shall be prima facie evidence of the principal balance of the Note subject to CD Rates and the applicable CD Rates with respect thereto. The Authority hereby authorizes the Bank to -4- �-�'-�� charge against the Authority' s demand deposit account with the Bank an amount equal to the accrued interest from time to time due and payable to the Bank under the Note or hereunder. , Section 2.06 Payment on Non-Business Davs. 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 each Advance shall be used by the Authority for the acquisition and development of the Project in the manner and for the specific purposes described by the Authority in its request for an Advance made pursuant to Section 2.01 hereof. Section 2.08 Fees on Fixed Rate Portions. In addition to interest payable on the 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 charqes with respect to Fixed Rate Portions 'i 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 Eixed Rate Portions (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 the foregoing is to increase the cost to the Bank of making or maintaining any Fixed Rate Portions at the CD Rate, or to reduce the amount of any sum received or receivable by the Bank with respect thereto; then within 30 days after the demand by the Bank the AutlZOrity agrees to pay the Bank such additional amount or amounts as will I, compensate the Bank for such increased cost or reduction. A , certificate in reasonable de�ail of the Bank setting forth the i basis for the determination of such additional amounts or amounts i shall be provided to the Authority as part of any such demand and ! shall be conclusive evidence of such amount or amounts. -5- � , �� 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 witlzin 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 Authorizinq Resolution, Special Resolution No. 1270 and this Agreement. - Section 3.02 Authorization of Borrowing; No Conflict ' as to Law or Aqreements. The adoption of the Authorizing Resolution and Special Resolution No. 1270 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 authorization, 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) result , in a breach of or constitute a default under any indenture or loan or credit aqreement or any other agreement, 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 Agreement and the i Note have been duly and validly executed and delivered on behalf of the Authority and constitute the legal, valid and binding special obligations of the Authority, limited to the extent and � in the manner set forth in the Authorizing Resolution and Special Resolution No. 1270, 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 t2ie Authority or the City of Saint Paul within the meaning of any constitutional or statutory ' limitations and do not constitute or give rise to a pecuniary liability of the Authority or the City or a charge against their I -6- , ��y�� 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 Revenues under Special Resolution No. ��1270. The Note constitutes a 'Special Revenue Bond' within the meaning of Special Resolution No. 1270 and, as a result thereof, is entitled to all benefits, pledges and security interests granted by the Authority to holders of Special Revenue � Bonds under Special Resolution No. 1270, including without limitation the pledge to the pay�ent thereof of Project Revenues, Special Project Revenues and Accumulated Net Revenues pursuant to Section 4-4 thereof. The Project Revenues, Special Project Revenues and Accumulated Net Revenues are and shall �ontinue to be held in a separate fund of the Authority and, by adoption of the Authorizing Resolution and issuance of the Note pursuant thereto, the Project Revenues, Special Project Revenues and Accumulated Net Revenues are thereby irrevocably pledged, and a lien thereon and a security interest therein, is granted to the Bank to secure payment of the Note; provided that Accumulated Net Revenues shall not be available for payment of the Note unless and until such time as there are insufficient funds in the Note Fund created pursuant to the Authorizing Resolution to pay principal of and interest on the Note when due. 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 financial statements fairly present the financial 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 Litiqation. There are no actions, suits or proceedings pendinq or, to the knowledge of the Authority, threatened against or affectinq the Authority or the properties of the Authority before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreiqn, which, if determined adversely to the Authority, would have a material adverse effect on the financial condition, properties, or operations of the Authority. Section 3.08..�Availabilitv of Tax Increment Financin for The Project. [To be completed] . -7- � � � �r�� 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: � I 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 consistent 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 standing selected by the Authority stating 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 applied 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 payables and accruals, subject to year-end audit adjustments; � and, each third month' s report shall be accompanied by a certificate of that officer stating that such financial statements have been prepared in accordance with generally '! accepted accountinq principles applied on a basis consistent with the accounting practices reflected in the annual _ financial statements referred to in Section 3 .05; and I -8- . �� (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 request; and (d) [ Include special reporting requirements relating to the Project] . 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 representa- tive 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 witYi I 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 Project Revenues. To the extent not otherwise accomplished by issuance of the Note pursuant to Special Resolution No. 1270, the Authority hereby grants to the Bank a security interest in, and hereby irrevocably pledges to the Bank, Special Project Revenues, Project Revenues and Accumulated Net Revenues, including all earnings thereon, to the extent contemplated by, and subject to the limitations set forth in, Special Resolution No. 1270, to secure payment of the principal of and interest on the Note and all other amounts which may become due and payable to the Bank under this Agreement. The Authority will apply Special Project Revenues to the payment of principal of and interest due on the Note, and will deposit such Special Project Revenues monthly into the Note Fund (defined in the Authorizing Resolution) in an amount necessary to make such payments. To the extent that Project Revenues are not sufficient to make payments due on the Note or otherwise under this Agreement, ' at the time that such payments are due, or if for any other 'I reason amounts on deposit in the Note Eund are insufficient to ', make payments due on the Note or otherwise under this Agreement, ' the Authority agrees to transfer funds to the Note Eund from its Accumulated Net Revenues Fund in amounts, and at times, sufficient to make payments due on the Note or otherwise under this Aqreement, all as more specifically provided in, and subject to the limitations of, Special Resolution No. 1270 and the Authorizinq Resolution. Section 4.04 Mandatory Prepayment; Application of Net Proceeds. Upon any sale or refinancing of the Project, the Note shall be subject to automatic redemption and prepayment, without notice to or demand on the Authority, in an amount equal to the Net Proceeds (as defined in Special Resolution No. 1270) available upon such sale or refinancing. Notwithstanding any provision of • -9- � , �� Section 5-3(6) of Special Resolution No. 1270 to the contrary, Net Proceeds derived by the Authority from the sale or refinancing ' of the Project shall be deposited in a separate account in the Reserve Fund (defined in Special Resolution No. 1270) , and shall ' be immediately applied to the redemption and prepayment of the Note. Section 4.05 [Pledge of Tax Increment Revenues] . I Section 4.06 Compliance with Laws. The Authority will j 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. Section 4.07 Preservation of Legal Existence. The Authority will preserve and maintain its legal existence and all of its riqhts, privileges and franchises under applicable Minnesota law. Section 4.08 No Commitment to Make Advances. The , Authority acknowledges and agrees that while Section 2.01 of this Agreement outlines the general terms and conditions upon which , the Bank presently is willing to make Advances from time to time to the Authority, the Bank has no commitment under this Agreement , or under any other instrument or agreement with the Authority, ' written or oral, to make any Advance to the Authority and neither the execution of this Agreement nor the acceptance of the Note by the Bank shall obliqate the Bank to make Advances to the Authority. Each individual Advance will be in the sole discretion of the Bank and its officers, and the Bank need not show that an adverse change has occurred in the Project or in the Authority' s condition, financial or otherwise, in order to refuse to make any requested Advance under this Agreement. ARTICLE V I 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 become 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 Au-thority by the Bank, a written notice specifying such default and requiring it to be remedied; or I -10- I �� (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 pe�iod 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 i (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, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, read- � justment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdic- � tion; or any such proceeding shall be instituted (by peti- tion, application or otherwise) against the Authority; or any judgment, writ, warrant of attachment or execution or � similar process shall be issued or levied aqainst a sub- stantial 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) 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 -11- I' 1 �� 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 j 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; � (c) The Bank may exercise 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 writinq 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 qiven. 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 writinq and mailed or delivered to the applicable party at its address indicated below: i -12- � ��1�� If to the Authority: ' Port Authority of the City of Saint Paul 1900 Amhoist Tower ' 345 St. Peter Street n St. Paul, Minnesota 55102 ' Attn: Chief Financial Officer � If to the Bank: � ! Norwest Bank Minneapolis, N.A. � Eighth Street and Marquette Avenue ! Minneapolis, Minnesota 55479 Attn: Lennie Kaufman 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, reguests, 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 numbPr of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts of this Aqreement shall constitute but one and the same instrument. ' Section 6.06 Binding Effect, Assiqnment. 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 Governing Law. The Loan Documents shall ' be governed by, and construed in accordance with, the laws of the State of Minnesota. -13- � I �y/�� , Section 6.08 Severability of Provisions. Any pro- vision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unen- forceability without invalidating the remaining provisions i hereof. Section 6.09 Headings. Article and Section headinqs in this Agreement are included herein for convenience of refer- ence only and shall not constitute a part of this Agreement for ' ' any other purpose. IN WITNESS WHEREOF, the parties hereto have caused this I Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. PORT AUTHORI OF CITY OF PA % A -z � � �� And By�� . ��✓ - -zt-:��?��t�� NORWEST BANK MINNEAPOLIS, NATIONAL ASSOCIATION By Its , -14- � � ��7-i�� Exhibit A to Term Loan , Agreement UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY , PORT AUTHORITY OE THE CITY OF SAZNT PAUL Taxable Commercial Development Revenue Note, � Series 1987�3 � (Westgate Office and Industrial Center Project) $20,000,000 Minneapolis, Minnesota ' December , 1987 Eor Value Received, the PORT AUTHORITY OF THE CITY OF SAINT PAUL, a body corporate and politic (the "Authority" ) hereby promises to pay to the order of NORWEST BANK MINNEAPOLIS, NATIONAL ', ASSOCIATION, a national banking association (the "Bank" ) , at its main office in Minneapolis, 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 Twenty Million Dollars ($20,000,000) , or so much thereof as may be advanced by the Bank to the Authority pursuant to the Loan Agreement described below, together with 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" ) . The advanced and outstanding principal of this Note shall be payable on November 30, 1992. Interest accruing each month shall be payable on the last business day of such month and at maturity or earlier prepayment of this Note in full. 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:��orth 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 'I Minnesota, particularly Chapter 469, Minnesota Statutes, and pursuant to the Authority' s Special Resolution No. 1270, as amended by Resolutions Nos. 1276, 1304, 1583, 1907, and 2855, initially adopted November 1, 1977 (such Resolution, as so i �� ' amended and as hereinafter amended from time to time in accordance with its terms, the "Special Resolution" ) and constitutes a special obligation of the Authority payable solely from the Note Fund, as defined in the Authority' s Authorizing Resolution No. , to which the Authority has pledged and appropriated Project Revenues and Accumulated Net Revenues, both as defined in ' the Special Resolution. � This Note and interest payable hereon do not constitute ' , an indebtedness of the Authority or the City of Saint Paul � withing the meaning of any constitutional or statutory limitation, are not payable from or a charge upon any funds other than the ' funds, revenues and proceeds pledged to the payment hereof in accordance with the Special Resolution (the "Pledged Funds and Revenues" ) , and do not give rise to a pecuniary liability of the Authority, except to the extent of such Pledged Funds and Revenues, or the City of Saint Paul or, to the extent permitted by law, of any of its officers, agents or employees, and no holder of this Note shall ever have the riqht to compel any exercise of the � taxing power of the Authority or the City of Saint Paul to pay this Note or the interest hereon, or to enforce payment hereof against any property of the Authority or the City (except as to Pledged Funds and Revenues) and this Note does not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Authority or the City of Saint Paul (except as to Pledged Funds and Revenues) and the agreement of the Authority to perform or cause the performance of the covenants and other provisions herein referred to shall be subject at all times to the availability of Pledged Eunds and Revenues or other funds furnished for such purpose in accordance with the Special Resolution and the Loan Agreement. 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, includinq reasonable attorneys' fees and leqal expenses, in the event this Note is not paid when due, whether or not legal proceedings are commenced. 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 -?- i � � �-�-�� 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 duly executed in its name by the manual signatures of the President and Secretary as of the day and year first above , written. . PORT AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA BY President ___ ' And By Secretary � -3- ,