The URL can be used to link to this page

85-662 WMITE - C�TV CLERK PINK - FINANCE GITY OF SAINT PAUL Council � CANARV - DEPARTMENT BLUE - MAVOR File NO�. � � C u il Reso tion . , Presented By � �-I h��} c� '�- �ferred To Committee: Date � � Out of Committee By Date � WHEREAS: 1. The Port Aut ority ommission on December 16, 1975, approved the i suance of $1,350,000 in 876 ind strial development revenue bonds to acquire a site an finance construction of a 30, 00 Sq. Ft. office building for St. Paul Area Labor Ce tre, Inc. at 411 Main Street, St. aul, M nnesota. The Port Authority Commission cancel ed the original lease on Dec mber 1 , 1978, and entered into a two year, eleven mo th Operating Agreement with� Labor ssocia es, Inc. On November 17, 1981, the Port Autho ity Commission entered into a second two y ar, eleven month Operating Agreement with Labo Associates, Inc. On November 20, 1984, he Port Authority Commission approved an exten ion of the Operating Agreement, ending finalization of an Agreement with West Seventh Partners}z.i� to expand the existing p rking acilities and complete certain building improv ents. On April 23, 1985, by Re olutio No. 2449 the Port Authority Commission approv d the sale of $300,000 in industria devel pment revenue bonds for West Seventh Partnersh p to make the above improvements. he bon s will be publicly sold with the lead Underwri er being Miller & Schroeder Mu icipal . Inc. 2. Laws of Minn sota 1 76, Chapter 234, provides that any issue of re enue bonds authorized by the Por Autho ity of the City of Saint Paul, shall be issued only with the consent of the City C uncil f the City of Saint Paul, by resolution adopte in accordance with law; 3. The Port Aut ority f the City of Saint Paul has requested that th City Council give its requisite co sent p rsuant to said law to facilitate the issuance f said revenue bonds by the Port Aut ority f the City of Saint Paul, subject to final app oval of the details of said issue by the Port Authority of the City of Saint Paul. RESOLVED, by the City C uncil of the City of Saint Paul, that in accor ance with Laws of Minnesota 1976, Ch pter 2 4, the City Council hereby consents to the iss ance of the aforesaid revenue bon s for he purposes described in the aforesaid Port Au hority Resolution No. 2449 t e exac details of which, including, but not limited o, provisions relating to ma.turitie , inte est rates, discount, redemption, and for the i suance of additional bonds are o be d termined by the Port Authority, pursuant to re olution adopted by the Port A thorit , and the City Council hereby authorizes the i suance of any additional bonds (inc uding efunding bonds) by the Port Authority, found b the Port Authority to be neces ary fo carrying out the purposes for which the afore aid bonds are issued. COU[V_�� Requested by Department of: Yeas Nays �� Drew In Favor Masanz Nicosia scheibe� __ Against BY Tedesco Wilson Adopted by Council: Date A � 5 ,1985 Form Approved by City Attorney Certified Yas-e un . a BY � ^_ � B , ��y-gs tappr by �Navor. D � Ap by Mayor for Sub si n to`Co ncil By PUELI EU AY 2 5 1985 St. Paul Por EPART�tENT ' Donal d G. Dun ONTA � �`� �� Eu ene A. Kraut - 224-568 HONE �� April 23, 1985 DATE �Routing and Explanatian She t) .z . - , - ,. . �_ ,, , r - � ..., . , . . . ,, ��,��,;_::_ . , . �, n.: . .,..- _ �;_ _ .. .. ..g- .... .. 4. . Assi n i�umber for Routin Orde Cli All Locations for hta oral Si nature : partment Di recto city Attorn�y �_ Director of Manage nt/Ma �r � _ _ / �- � Fin,ance and Manage ent S rvices Director v c9- � � � 5 City C1erk P �� Budget Di rector , �Jha� Will be Achieved b 'iakin Action on the Attached Materials? (Pur ose/ ationale� The purpose of the bond i sue is to finance the expansion of existing parking f cilities and completion of certain bui ding i provements at- the Labor Centre Building at 411 Main Street, - .- --� St. Paul , P�linnesota by We t Seve th Partnership. �lest Seventh Partnership is a Limited artnership to be formed ith Ho ard Bergerud as a General Partner. Separate p rsonal guarantees f the $300,000 issue wil be ob ained from: Mr. and Mrs. Gregory J. Hayes, P�r and Mrs. Richard ,iayes, Mr. and Mrs. Dougl s Haye , Mr. and Mrs. Michael Larson, Robert C. Whitn y and Gary M. Hayes. The Limited Part rship ould be syndicated to provide $100,000 of addi ional funding for improvements to the cility The bond issue will run for 16 years and app oximately 10 new Financial , Budg�tar an Perso nel Im acts P,ntici at�d: jobs will be created. Fundin Source and Fund Activi Number Charged or Credited: Attachrr,�nts (List and N mber a 1 Attachments : Staff Memorandum Draft City Council Resol tion Port Authority Resolutio tJo. 24 9 .�- � ��- _ , i�it��.y .W .��,. .... IrAl.f-.'"�.' ' _ ' ' - - i::�� .��.� �.-.: . . •L y.� . r...:. � � •.: j .��. .- . "�, �� y � -�ti_. .w. .� .� . . .v.:..r a „��.. �_„! 3aSCTw�Y�re. DEPAR I i�E�iT REVI�:•J CITY ATTORNEY REVI E1�1 X_ Yes No Counc 1 Reso ution Required? Resolution Required? X Yes No Yes X P;a Insur nce Re uired? Insurance Sufficient? X Yes No Yes X �io Insur nce At ached? Revision of October, 1982 ��PP RPVPY'SP S1(�P z�r Ins T'UCt10t1S� . � � �=�� _ � ,� PORT AUTHORITY F TNE CITY OF SAINT PAUL TOLL FREE(8 ) 328-8417 25 WEST FOURTH ST EET • SUITE 1305 • ST. PAUL, MINN. 55102 • PHONE (612 224-5686 April 23, 1985 Mr. James Bellu , Dire tor Planning and Ec nomic evelopment Department � City of St. Pau 14th Floor, Cit Ha.11 nex St. Paul, Minne ota 5 102 SUBJECT: West eventh Partnership $300, 00 Rev nue Bond Issue Dear Jim: We submit herew th for your review and referral to the office of the yor, City Council an City ttorney's office details pertaining to the iss ance of revenue bond to ex and the existing parking facilities and comple e certain buildin impro ements at the Labor Centre Building at 411 Mai Street in St. P ul. The Port Author ty sta f has conducted a thorough evaluation of the f rms and/or individu ls tha are involved in this project or in which the principals have an int rest. This investigation has included detaile credit analysis Dun a d Bradstreet reports, direct communication wit representatives of fin ncial institutions with whom the participants ave done business a d data base checks to determine if any principal(s) h ve been in any way involv d in legal proceedings as a result of securiti s fraud, extortio , embe zlement or financial misrepresentation. In addition to he sta f inemorandum, we are attaching a draft copy of the proposed City C uncil esolution and a copy of Port Authority Resolut'on No. 2449 which uthori ed the sale of revenue bonds in the amount of $300,000. Your expeditiou handi ng of this matter will be appreciated. Yours truly, Eugene A. Kraut Execut ve Vice President EAK:DGD:sjs cc. Mayor Latim r EUGENE A KRAUT,C.I.D. DONALD G.D NSHEE,C.I.D. CHARLES M.TOWLE CLIfFORD E.RAMSTED PERRY K.FEDERS EXECUfNE VICE PRESIDE�:' F�SSi.EXEC.VI PRESIDEM DIRECTOR OF INDUSTRIAL DEVELOPMEM CHIEF ENGINEER DIRECTOR OF FIN,4VCE C.E.O. RICHARD GIERDAL WILLIAM E.McGNERN PROPERN ER DIRECTOR OF PUBLIC REWTIONS COMMISSIONERS GEORGE W.WINTER WILLI WILSON ARTHUR N.GOODMAN VICTOR P.REIM RAYMOND E.IANGEVIN CHRI NICOSIA JEAN M.WEST PRESIDENT VICE ESIDENT SECREfARV TREASURER COMMiSSiONER COM �SSIONER COMMiSS�ONER C.I.D. Certified Industrial Developer e . ��P O R T �-�'�.�-( � � AUTHORI Y OF THE CITY OF ST. PAUL ' Memoraeduin TO: gOARD OF COMM SIONE ��►7'E APR. 1 , 1985 (MEETING APRI 23, 19 5) FROM: Donald G. Duns ee SUBJECT: SALE OF BONDS WEST EVENTH PARTNERSHIP $300,000 INllUS RIAL D VELOPMENT REVENUE BOND ISSUE RESOLUTION N0. 2449 1. THE COMP The Tenant will b West Seventh Partnership, a Limited Partnersh p to be formed ith Ho ard Bergerud as a General Partner. Separate p rsonal guarantees of the $300,000 issue will be obtained from: Mr. and Mrs. Gregory J. Hayes, Mr. and Mrs. Richard Hayes, Mr. and Mrs. Dougl s Hayes, Mr. and Mr . Michael Larson, Robert C. Whitney and Gary M Hayes. Th y woul be taking over the operation of the Labor Cen re building a 411 in Street. The Limited Partnership would be syndicated to pro ide $100,000 of additional fundfng for improve ents to the fac lity. 2. THE PROJEC The Port A thorit Commission on December 16, 1975, approved the iseuance o $1,35 ,000 in 876 industrial development revenue bon s to acquire a ite an finance construction of a 30,000 Sq. Ft. offi e building f r St. sul Area Labor Centre, Inc. At the time the b ilding was opened in the Fall of 1976, the operators experienced a slow rate of lease u activ ty which resulted in cash flow problems for th building. Becaus of this, The Port Authority Commission on Dec mber 19, 1978, ancell d the original lease and entered into a new tw year, eleven mon h Oper ting Agreement with Labor Associates, Inc. at rent that would be red ced in the beginning and escalate during the t rm of the new Ag eement. On November 17, 1981, the Port Authority Co ission entered in o a se ond two year, eleven month Operating Agreement ith Labor Asso iates, Inc. The rent structure in that A�greement was set to initially ay all onthly bond issue costs and the rent would es alate during the term t permit the Port Authority to recover its prev ously unpaid ren . On Novembe 20, 19 4, the Port Authority Commission approved an extension f the erating Agreement pending finalization of an Agreement ith Wes Seventh Partnership to take over the obligati ns and manage nt of the building. �. � d!�,��, d" SALE OF BONDS WEST EVENTH PARTNERSHIP BOARD MEETING RIL 2 , 1985 PAGE 2 At the tim the pr ject was originally financed, the final I-35E ight- of-way was ot est blished, thus, it was not possible to complete the development of the upper parking lot. The Minnesota Department o Transportat on is ow finalizing the right-of-way for I-35E and t e � limits of t e uppe parking lot will be set by June 1, 1985. Pro eeds from the bo d issu will be used to complete the finishin� of the upper parking lot, insta lation of control gates and tenant signs as we 1 as develop a n w area on the Westerly portion of vacated Ninth Stree for additional arking Proceeds will also be used to remodel the lo by area and co on ar as on the second through fourth floors plus co plete finishing o the b sement. 3. FINANCING West Sevent Partn rship would pay the original monthly rent unde the 1976 lease f $10, 73.44 per month. If at the end of five years, the St. Paul Tr des an Labor Assembly does not take over operation o the building or if the I-35E right-of-way takes so much of the parkin lot that the bu lding oes not have enough off-street parking to meet ity Code, the p rsonal uarantee on the $300,000 issue would end. The interes earni s on the debt service reserve for the new $300,000 bond issue ould be self-amortizing during the five years West Sev nth Partnership perate the facility. Bond Issue oceeds would be as follows: Constr ction $241,000 Debt S rvice eserve 40,000 Bond I sue Ex enses 10,000 Underw iting 9,U00 $300,000 The Port Aut ority ill receive sinking fund earnings as well as i s customary fi cal an administrative fees of .42 for the first ten ears and .54 for he re ining six years of the bond issue. e . . • ,{'�� `�'� .� �� SALE OF BONDS WEST EVENTH PARTNERSHIP BOARD MEETING RIL 2 , 1985 PAGE 3 4. UNDERWRITI G ' Miller & S hroede Municipals, Inc. has underwritten the 16 year ond issue with an ave age coupon rate of 9.11% and a net effective i erest rate of 9. 4�L. � Since this ond is ue did not have our customary two-etep prelimi ary agreement d bond sale procedure, it will be necessary to secure the approval of the St Paul City Council and Department of Energy an Economic De elopme t before the issue can be closed. The closing will not take pl ce unt 1 May 15 or until final approvals have been re eived from the Ci y and he State. S. TERMS OF T LEASE The lease f r the econd bond issue would run coterminous with th original bo d issu which commenced April 1 , 1976, and terminates April 1, 2001. At the time the or ginal lease was written there was an option to purchase pr ce of 1.00 at the end of the lease. The new lease w uld establish o r cust mary lOX of bond issue amounts as the option o $165,000 on April , 2001. The St. Pau Trade and Labor Assembly, in January, 1985, passed assessment evy on their approximately 39,000 St. Paul members of .10 per month f a fi year period. This would amount to $46,800 pe year or mor than $ 34,000 over the five year period. These asses ment funds will avail ble to the West Seventh Partnership to provide any operating s rtfall coverage that the building may experience. Th building at he pre ent time has less than 5% vacancy. The Labor Unions plan o be i a position in five years to assume the operat ons and manageme t of t e building. As an additi nal pr vision in the new lease the Port Authority is requiring th t if t e lease is assigned to the St. Paul Unions or another comp ny, th t a professional building management firm be h red to handle th opera ions of the facility. 6. RECOrIl�ENDATI N Staff has in erview d the members of the Partnership, reviewed the r financial st tement and recommends approval of the bond sale. � sjs . � �� ,�� r � � ` 563M RESOLUTION NO. -!y �!� �/ S PPLEMENTAL BOND RESOLUTION $300,000 IN USTRIAL DEVELOPMENT REVENUE � BONDS, SERIES 1985-A P RT AU HORITY OF THE CITY OF SAINT PAUL ADOPTED: April 23, 1985 . � �.�' �� ` ' y TABLE OF CONTENTS Pa ARTICLE ONE DEFI ITIONS, LEGAL AUTHORIZATION AND INDINGS 1 Section 1-1. Definitions 1 Sectio 1-2. Exhibits 6 Section 1-3. Legal Authorization 6 Section 1-4. Findings 6 Section 1-5. Aut2iorization and Ratification of Project 9 ARTICLE TWO THE ONDS 11 Section 2-1. Basic Resolution No. 876 11 Section 2-2. Authorized Amount and Form of Bonds 11 Section 2-3. Bond Terms 21 Section 2-4. Execution 23 Section 2-5. Delivery o Bonds 23 Section 2-6. Ownership of Bonds 24 Section 2-7. Delivery of Temporary Bond 24 Section 2-8. Registration, Transfer and Exchange of Bond 25 Section 2-9. Interest Rights Preserved; Dating of Bonds 26 Section 2-10. Qualification under Section 2-2 of Basic Resolution No. 876 26 Section 2-11. Method of Redemption 26 ARTICLE THRE - AD ITIONAL GENERAL COVENANTS FUNDS 28 Section 3-1. Maintenance and Repair 28 Section 3-2. Recording and Filing 28 Section 3-3. Series 1985-A Construction Fund 28 Section 3-4. Common Revenue Bond Fund 29 Section 3-5. Reserves 29 Section 3-6. Series 1985-A Property Insurance � and Award Fund 30 Section 3-7. Prepayment of Basic Rent 33 Section 3-8. Compliance With Arbitrage Restrictions 33 ARTICLE FOUR - POS ESSION, USE AND RELEASE OF PRO ERTY 35 Section 4-1. Possession and Use 35 Section 4-2. Conveyance for Access or Other Easement 35 Section 4-3. Release of Encumbered Equipment 35 Section 4-4. Release of Unneeded Land 35 - � . � �5-��.� " ` ' Pa ARTICLE FIVE - SUP LEMENTAL AND AMENDATORY RES LUTIONS 36 Section 5-1. Supplemental and Amendatory Resolutions Not Requiring Consent of Bondholders 36 Section 5-2. Supplemental an Amen atory Resolutions Requiring Cor�sent of Bondholders 36 Section 5-3. Consent of Tenant 37 ARTICLE SIX MENT TO LEASE 38 Section 6-1. Amendments Wit out Bondholder Consent 38 Section 6-2. Amendments Requiring Hondhol er � Consent 39 ARTICLE SEVE - MI CELLANEOUS 40 Section 7-1. Consent of Bondholders 40 Section 7-2. Notice of Amendments 40 Section 7-3. Severability 41 Section 7-4. Limitation of. Liability 41 Section 7-5. Authentication of Transcript 41 Section 7-6. Registration of Bond Resolution 42 Section 7-7. Approval of Tenant 42 Section 7-8. Authorization to Execute Lease and Incidental Documents 42 Section 7-9. Purchase of Bonds 42 Section 7-10. City Council and MEEDA Approval 43 SIGNATURES 43 EXHIBITS I Cr �� Y O_ � ' PPLEMEI�TTAL BOND RESOLUTIOIJ � BE IT RE OLVED by the Port Authority of the Cit of Saint Paul at Ba ic Resolution No. 876 is supplemented s follows: ARTICLE ONE DEF NITIO S, LEGAL AUTHORIZATION AND FINDINGS 1- . De initions. Any terms defined in the Le se and Basic Re oluti n No. 876 �hall have the same meanings hen used herein s ass 'gned them in the Lease or Basic Resolu ion �No. 876 unle s the context or use thereof indicates anoth r or a different eanin or intent. In addition the terms hereinafter et fo th unless the context or use thereof sh 11 require othe ise, shall have the following meanings: Act: M nneso a Statutes, Chapter 458, 474, 475 and 1 amendments a d sup lements thereto; AUTHORI : t e Port Authority of the City of Saint P ul, and any succ ssor ublic corporation; Basic R solut on No. 876: Resolution No. 876 of the AUTHORITY ad pted ebruary 14, 1974, and all amendments thereto, pur uant o which a Common Revenue Bond Fund has een established nd ba ic authority has been provided for the issuance of ertai Revenue Bonds, including the Bonds aut or- ized by the nd R solution, and for the payment thereof s lely from revenue pled ed to the Common Revenue Bond Fund; Bond Cl sin : the date on which there is delivery of and payment for he Bo ds; Bond Co nsel: the firm of Briggs and Morgan, Profess onal Association, o St Paul and Minneapolis, Minnesota, or an other attorn y des'gnated by the AUTHORITY, duly admitted o practice law befor the highest court of any State and nationally r cogni ed in the field of municipal finance, a d any opinion f Bon Counsel shall be a written opinion of uch Counsel; Bond Fu d: t e Common Revenue Bond Fund; _ �� r � i Bond R iste : the regist�r maintained by the Bond Registrar p rsuan to Section 2-8; Bond R istr r: The First National Bank of Saint Pa 1, in St. Paul, M' nneso a and any duly appointed successor Bond Registrar; Bond R solut'on: this resolution of the AUTHORITY a opted April 23, 1 85, a a supplement to Basic Resolution No. 8 6, pursuant to which the Bonds are authorized to be issued; nd all referen es in this instrument to designated "Articles " "Sections" nd ot er subdivisions are to the designated ti- cles, Secti ns an subdivisons of this instrinnent as orig nally executed, a d the words "herein, " "hereof" and "hereunder and other words of si ' lar import refer to this resolution as a whole and n t to ny particular Article, Section or subdivision; Bondho er: any Holder of a Bond; Bonds: the rt Authority of the City of Saint Paul Indust al velo ent Revenue Bonds, Series 1985-A to be issued by t AUT RITY pursuant to the Bond Resolution; Busines Da : any day other than a Saturday, Sunday legal holid or day on which banking institutions in t e City where e pri cipal office of the Paying Agent is lo ated are authoriz d by aw or executive order to close; Common evenu Bond Fund: the fund established unde Basic Resolu ion . an sometimes referred to herein as the Bond Fun from which the principal of and interest on the Bonds and ce tain ther Revenue Bonds are payable; Condemn tion: the word condemnation or phrase "emin nt domain" as u ed he ein shall include any taking or requis 'tion by governmen al au hority, and a conveyance made under th eat of condemnat'on pr vided such conveyance is made with the approval of he AU HORITY, and a condemnation award shall include paym nt fo property taken or requisitioned and p yment for property conve ed under threat of condemnation; Cost: ny of the cost items enumerated in Section 2. 6 of the Lease, s metim s collectively referred to herein as C t of the Project; 2 � �� , . _ . Date o Taxa ilit : the date after which interest o the Bonds is in ludab e for Federal income tax purposes in th gross incom of a Bondholder or former Bondholder, except a "substantia user' as discussed in the definition of Determinati n of axability, herein; Determ'natio of Taxabilit : ('�) the filing of a ce tifi- � cate of a rrowe with the AUTHORITY asserting, or indic ting by its term to t e satisfaction of the AUTHORITY that an Event of Taxabili has ccurred, (b) the issuance of a statuto y notice of d ficie cy by the Internal Revenue Service, or ruling by t nati nal office or any district office of t e Internal Re nue rvice, or a final decision by any cour of competent j isdic ion that interest on the Bonds is incl dable for federal 'ncome tax purposes in the gross income of th recipient, o her t an as a result of (i) the recipient be'ng a "substantial user" of the Project or a "related person" t such "substantial user" under Section 103(b) of the Code or (i ' ) any act of the THORI not acquiesced in by the Tenant, or (c) notification to th AUTHORITY from any Bondholder or form r Bondholder t the ffect that the Internal Revenue Servic has assessed as nclud ble in the gross income of such Hondho der or former Bo dhold r interest on a Bond due to the occurr nce of any Event of Ta ability; provided, however, that in res ect of clauses ( ) and (c) above, a Determination of Taxabili shall not be deeme to have occurred unless and until the Tenant has b en no ified of the allegation that an Event f . Taxability a d a D termination of Taxability have occurred and either (i) t e Ten nt fails to commence a contest of such allegation i good faith and by appropriate legal proceedi g within 60 da s fol owing such notification, or (ii) the Te ant commences su h con est within such time, but thereafter fa' ls to pursue it dilig ntly, in good faith and by appropriate egal proceeding t a fi al order or judgment by a court or administrati e bod of competent jurisdiction, or (iii) su h contest resu ts in a final order or judgment of a court or administrati e bod of competent jurisdiction to the effec that an Even of T xability has occurred and the time for ny appeal of su h ord r or judgment has expired. Event o Taxa ilit : any event, condition or circums ance which has th effe t or result that interest on the Bond i includable f r Fed ral income tax purposes in the gross in ome payment of p incip 1 and interest on the Bonds and all oth r Revenue Bond paya le from the Bond Fund under the circum- stances desc ibed ' n Basic Resolution No. 876; 3 ' � ��-��-- � _ , Holder: the erson in whose name any Bond is regist red, as shown on he Bo d Register maintained by the Bond Regi trar; Im rove ents: the repair and improvement of the par ing lot and inte ior o the Project building to be accomplish d with the pr eeds f the Bonds; Lease: the 1 ase dated as of April 15, 1985, whereb the AUTHORITY pr poses to lease the Project to the Tenant and � provide for he ac uisition of the Project and the constr ction of the Impro ement , a form of which lease is on file in e office of th AUTH RITY; Pa in ent: the Bond Registrar hereby designated s the � agent of the AUTHO ITY to receive and disburse the princi 1 of and interest on th Bonds, and any duly designated succes r Paying Agent Prior nds: the $1,350,000 Industrial Development Revenue Bond , Ser es D issued by the AUTHORIZ'Y and dated April 1, 197 to f nance the initial construction of the Project; � Project (A the Project Premises and building currently located ther on; (B the Improvements; (C any equipment of a capital nature purchased in whole or in art f om the proceeds of the Bonds or the Pri r Bonds and de cribe in Exhibit B of the Lease; (D) all other buildings, structures, improvemen s, access roads and u ilities and other facilities which may e constructed or th Project and paid for in whole or in pa t from Bond pr ceeds and all machinery and other equipment o a capital natu e pur hased in whole or in part from Bond proceeds; an (E) all additions to, replacements of and subst tu- tions for an of t e foregoing which may be made as permit ed or required y the ease, except that 4 - � ��-�� _ , . (F any of the foregoing which are released or taken by Condemnat'on as authorized or contemplated by the Leas , or which are in talle as equipment by the Tenant at its own expense as p ovide in Section 3 .09 of the Lease, shall n t constitute a part f the Project; Pro 'ect E ui ent: all tangible personal property, fixtures and trade ixtures forming a part of the Project s defined in t is Se tion, whether initially, by way of substitution or ot erwise and whether or not when added t the Project such equip ent becomes a part of the real estate; Pro 'ect Premi es: the land and any other easements a d rights descr bed i Exhibit A of the Lease, and any other easements, r ilroa access and other interests which run 'th or accrue to the p operty described in Exhibit A of the Le se and which ar nece sary for the operation of the Project; Purchas r: t e Underwriter; Record older the person in whose name a Bond is registered a of t e fifteenth day (whether or not a Busin ss Day) immedia ely p eceding any interest payment date; Reserve Fund: sometimes referred to as the Reserve, eing the Fund so esign ted in Basic Resolution No. 876 and fo ing a part of th Bond Fund which Reserve is to be used for th payment of p incip l and interest on the Bonds and all oth r Revenue Bond paya le from the Bond Fund under the circumstance desc ibed in Basic Resolution No. 876; Revenue Bonds: all revenue bonds, including the Bond , payab e rom t e nd Fund on a parity of lien; Series 1985-A onstruction Fund: the fund created by Sec- tion 3-3 of t is d Resolution to which the proceeds of he Bonds, excep for y accrued interest, capitalized intere t and any capit lized reserve, are appropriated; � Series 1 85-A ro ert Insurance and Award Fund: the account creat d by ection 3-6 of this Bond Resolution to hich proceeds of i suran e and any Condemnation award are to be credited; 5 � �� Tenant: West Seventh Partnership, a limited partner hip to be formed, its uccessors and assigns, and any survivi g, resulting or trans eree corporation or other business ent'ty which may as ume i s obligations under Section 5.05 of th __ Lease; Underwr ter: Miller & Schroeder Municipals, Inc. , a Minnesota co porat on, its succesors and assigns; Underwr tin reement: an agreement, dated April 23, 1985 by and etwee the Underwriter, the AUTHORITY and th Tenant, prov ding or the sale of the Bonds, a copy of whi h is on file in t e off ces of the AUTHORITY. 1- . Ex ibits. The following Exhibit is attach d to and by refer nce m de a part of this Bond Resolution: (1) Ex ibit form of Temporary Bond. 1- . Le al Authorization. The AUTHORITY is a b dy corporate an poli ic organized and existing under Minneso a Statutes, Ch pter 58, as amended, and is a redevelopment agency withi the eaning of Minnesota Statutes, Chapter 4 4, as amended, nd is authorized under said laws to initiate he Project here'n ref rred to, and to issue and sell bonds fo that purpose in th manner and upon the terms and conditio s set forth in the s id Chapters 474 and 458, Basic Resoluti n No. 876 and his B nd Resolution. 1- . Fi din s. The AUTHORITY has heretofore de er- mined, and d es he eby determine, as foliows: (1) th AUTH RITY has heretofore acquired and develo ed land with th proc s of its $1,350,000 Industrial Develo ent Revenue Bond , Ser' es D and is authorized by the Act to im rove the same wit the roceeds of the Bonds and to lease the s e to Tenant fo the blic purposes expressed in the Act; (2) th AUTH ITY has made the necessary arrangement with Tenant, for t .e construction of certain Improvements o this Project onsis ing of certain property to be used in connection w' h th operation of a revenue-producing enter rise contemplated y Mi esota Statutes, Section 474.02, Subdiv' sion 1(a) , all as ore lly described in Section 1-1, which property will be of the character and accomplish the purpo es provided by t e Act, and the AUTHORITY has by this Bond 6 e �� Resolution a thori ed execution of the Lease and has spec fied the terms an cond'tions of the construction of the Improvements and o the leasing of the Project to the Ten nt; (3) in autho izing the Improvements the AUTHORITY' s purpose is, nd in its judgment the effect thereof will b , to promote the ublic welfare by: the attraction, encourage ent � and developm nt of economically sound commerce and indust y so as to preven , so ar as possible, blighted and marginal ands and areas of chron'c unemployment and the emergence of su h lands and ar as; t e develop�nent of commerce and industry o use the avai able esources of the community in order to tain the benefit f the community's existing investment in educational nd pu lic service facilities and to halt the movement of alent d, educated personnel of mature age to ther areas, thus rese ing the economic and human resources ne ded as a base fo prov ding governmental services and faciliti s; the provisio of a cessible employment opportunities for residents in the a ea; and the expansion of an adequate ta base of Rams y Cou ty and the City of Saint Paul to financ the increase in he am unt and cost of governmental services, including ed catio al services for the School District of he City; (4) th Auth rity has been advised by representative of the Tenant t at co ventional, commercial financing to pay he capital cost of th Improvements is available only on a li ited basis and at such igh costs of borrowing that the economi feasibility f ope ating the Project would be signigicantl reduced, but the T nant has also advised this Authority th t but for reve ue bo d financing, and its resulting low borr wing cost, the Im rovem nts would not be undertaken; (5) th Auth rity, pursuant to Minnesota Statutes, Section 474. l, Su ivision 7b did publish a notice, a cop of which with p oof o publication is on file in the office o the Authority, o a pu lic hearing on the proposal of the Tena t that the Aut ority finance the Improvements described by t e issuance of 'ts in strial revenue bonds; and (6) th Auth rity did conduct a public hearing pursu nt to said noti , at hich hearing the recommendations conta' ned in the Autho ity' s staff inemorandum to the Commissioners w re reviewed, an all p rsons who appeared at the hearing were given an opp tunit to express their views with respect t the proposal; 7 - ��.�-�� (7) th amou t estimated to be necessary to provide permanent fi ancin of the Cost of the Improvements, incl ing the costs an esti ated costs permitted by Minnesota Stat tes, Section 474. 5, wi 1 require the issuance, sale and deliv ey of the Bonds in the a gregate principal amount of $300,000 a hereinafter rovid d; (S) on the b sis of information available to the Authority it appea s, and the Authority hereby finds, tha said Project cons itute properties, used or useful in connect'on with one or ore r venue producing enterprises engaged in ny business wit in th meaning of Subdivision 1 or la of Sec ion 474.02 of th Act; that the Project furthers the purposes stated in Se tion 74.01 of the Act and, but for the willingness f the Authority to furnish such financing, the Tenant would not u dertake the Project; (9) it is de irable, feasible and consistent with th objects and urpos s of the Act and Basic Resolution No. 8 6 to issue the Bo ds fo the purpose of financing the construct'on and installa ion o the Improvements; ( 10) th Bond are P,dditional Bonds within the meani of Section 2-2 f Bas c Resolution No. 876 and are payable fr m revenues der ved f om various revenue producing facilities of the AUTHORI on a parity of lien with all other Revenue nds which have h retof re and may hereafter be issued by the AUTHORITY an made payable from the Common Revenue Bond Fu d; (11) th Bond and the interest thereon do not consti ute an indebtedn ss of the AUTHORITY or the City of Saint Paul within the m aning of any constitutional or statutory limitation a d do ot constitute nor give rise to a pecuni ry liability of the A THORITY or the City or a charge against their genera cred t or taxing powers and neither the full faith and cr dit n r the taxing powers of the AUTHORITY or the City is pled ed fo the payment of the Bonds or interest thereon; and the A ditional Charges payable under the Leas and any sums cr ited o the Series 1985-A Property Insurance nd Award Fund a prov ded in this Bond Resolution do not constitute N t Rev nues within the meaning of Section 1-1 f Basic Resolu ion N . 876; ( 12) th acqu sition and renovation of the Project, t e issuance and sale f the Bonds, the execution and delivery of the Lease, a d the performance of all covenants and agreem nts 8 - �� ' of the AUTHO ITY c ntained in the Lease, Basic Resolution o. 876 and the nd R solution and of all other acts and thin s required und r the Constitution and laws of the State of M'nne- sota to make the L ase, and the Bonds valid and binding ob i- gations of t e AUT ORITY in accordance with their terms, a e authorized b the ct, Basic Resolution No. 876 and this nd Resolution; ( 13) th Bond are industrial development bonds withi the meaning of S ction 103(b) of the Internal Revenue Code, an they are to e iss ed within the exemption provided under subparagraph (D) o Section 103(b) (6) of the Code with res ect to an issue f $10 000,000 or less; provided that nothing herein shall preve t the AUTHORITY from hereafter qualifyi g the Bonds un er a ifferent exemption if, and to the exten , such exempti n is ermitted by law and consistent with the objects and urpos s of the Act; ( 14) th Proj ct is not property of the character con e� plated in Mi nesot Statutes, Section 462.356, Subdivision 2 and has no r latio ship to any comprehensive municipal pla within the m aning of said Subdivision; (15) no embe of the governing body of the AUTHORITY or the City of int aul, nor any member of his immediate f ily has a person 1 fin ncial interest in the sale of the Bonds the Project or t e Ten t or will personally benefit financial y therefrom, a the allocation of the private activity bond limit, provi d by Section 103(n) of the Code which has be n made to the rojec was not made in consideration of any b ibe, gift, gratui , or irect or indirect contribution to any political c aign; ( 16) th Unde riter has offered to purchase said Bon s in accordance wi h the terms and conditions of the Underwriti g Agreement an this ond Resolution. 1-5. Aut orization and Ratification of Pro 'ect. The AUTHORITY her by au horizes the Tenant, in accordance with the provisions o Minne ota Statutes, Section 474.03( 7) , and subject to th term and conditions set forth in the Proje t Covenants, to provi e for the construction, acquisition an installation f the buildings, improvements and equip�nent be included in t e Pro 'ect under the Plans and Specifications y such means as shall be available to the Tenant and in the 9 �i��-�� ' manner dete ined y- the Tenant, and without advertisemen for bids as may e req ired for the construction and acquisit on of any other m icip 1 facilities, and hereby ratifies, affi s and approves all a tions heretofore taken by the Tenant c nsis- tent with a in ticipation of such authority and in co li- ance with th Plan and Specifications. M 1� -�� l� � .., ,: A'.' t �, � . ' .. {.' :f . .. ... . �~ . .. .. . . ' .. . @ � '1 .� , . . t� 1: . . . ��' ,. �.�� ' . . . . �'. �. . .._� �t�. . �Ar� � � . s . �,?$� 'M .t � ; �� {: �,M?„' � a�t"s�, i � } � •�;� ,� ��n' - �� 'r;' "�: 4�'"..� 4'_ a�� ,_ - � , �s� � �; Y :so-. � u ' `�� ` x-; ri��..: ,' . . . . . . .'•k,l� ._ . ..�€.�. � . . �. - .�k)7pG .. . p � ' . � i�t�,�,� .d�� '. . A � + . � �.i. . •�. . � .... � M� � 3��. . . . - 5'�` . . ,.t 's4 --.Z... ' � . ••*.. � � .. . ... . . . 1 M4'-.c . .. - . �� .�: .. , ' •...i..; • . •� • . . . .�1 '1 .. 1 ; s � . 1' �'! { 1 � ` � ��1� ^1\ V , �� ( ORM OF � � JD) � �. . UN TED STAT^ ZCA STATE Or N!i_ ' COUNTY 0� RAM... ORT AUTHCiiK�' ' :' OF T�iE � CITY OF "'" ''�` . pAUL INDUS RIAL DF�.rELOPMENT REVENi?E BOND, �'�'�..�E� :1'�85—A ,! '•"i"s, MATU ITY DF,TE OF DA E �J�:I�INAI� ISSUE CUSIP .,�r.. [yj?rll 1� " Apx'll 1$, I,��S , . . ',., OWNE . � ► . AMOU . .� KNOW L M BY TftE.►� :w'a, ; �`^"T` .�. ? a�a,�i: the Port Autho - �� Cit of Sa'nt Paul, (he: � ' '. �d "Port Authority' ) , ,. . . �.�" �. innes ta, a body c.�: - ^� and politic, for , 5 ' �eiv��. ereby promises to ;r ' � �he registered owne . _, axjov , or r gistered a�� °� . �r::;t; only out of its , •.yenue ond F nd, the pra.ncipa ar,.�.�nt specified abo e, ;; �.,:_ ��ur5 r_ date specified �bove, a., .?��' this Bond is �°�y- ',E� as � ated elow, on a ozior �� .� on which it shal �;��.: ,;� duly alle for redemption, :: f' to pay interest on ,,.:,�:�. -::�cipal um so ely from said h, � {�t the interest rat ; � � a��v a . (calculated on this � •� of a 360-day year of �� .�, �-=day m�.��?ths) , until the pr� x sum is paid or un il .:. _ :; is d f discharged, interf �::ing payable on . 1?�85 aj-�� s miannually th;:-:� �.°r on April 1 and � ..4 � of e h �e r (each, an "Ir� ?;: • Payment Date" ) . �� . � :; � will ear i terest from t?� . recent Interest � .. �ate t whic interest has � .� , � �.i�d or, if no inter st .:�;:; ` �aid, irom e date of or` - ' ? ssue hereof. Intex�:�t, o this�' Bond is � .: to the person in �;� •�� e thi ?:�_�d is registere�" �3.ose of business n �;�:�-�,_ 3a� ; ethe or not a B � f�� immediately pre �:;:��:�,,°4 � Inta est P yment Date : • : �rd Holder" ) by che k c°,:s. ^ � maile to t e Record Ha` � g address as it .z,° ," , � � � � �,9�� appears in he Bo d Register maintained by The First Nati nal Bank of Sai t Pau , N.A. , as Paying Agent and Bond Regist a=, or any succ ssor amed pursuant to the terms of the Bond esolu- tion descri ed be ow. Principal and premium, if any, are payable upo pres ntment of this Bond at the principle of ice of such Pay ng Ag nt in St. Paul, Minnesota. DITIO AL PROVISIONS OF THE BOND ARE CONTAINED ON THE REVERSE HEREO AND SUCH PROVISIONS SHALL FOR ALL PURP SES HAVE THE S E EFF CT AS THOUGH FULLY SET FORTH AT THIS P CE. I WI S WHEREOF, the Port Authority has caus d this Bond t be e cuted in its behalf by the facsimile s gna- tures of it Presi ent and Secretary and sealed with a ' facsimile o its c rporate seal and has caused this Bond o be dated as of pril 5, 1985. Facsi le Facsimi.le Secret ry President SEAL Date of Regi trati n: BOND REGIST ' S C RTIFICATE OF AUTHENTIC TION This Bond is one o the Bonds described in e w' hin mentioned Re luti . By . Authorized ignat re Registrable b : Th First National Bank of Saint Paul Payable at: e Fi st National Bank of Saint Paul 13 - � � . �.�� FORM OF REVERSE OF THE BOND is Bo d is one of an issue in the aggregate p inci- pal amount f $30 ,000, all of like date and tenor except as to interest ra e, ma urity and redemption privilege, issued n accordance ith B sic Resolution No. 876, as amended (the "Basic Reso ution' ) and Supplemental Bond Re�olution No. (th "Sup lemental Resolution") , duly adopted by he . Port Author'ty, s tting forth the terms and conditions u n which such nds re issued and describing the security therefor. e Bon s of this series are issued by the Por Authority f the urpose of providing permanent financin for the acquisit'on an renovation of buildings, improvements and equipment t be us d on realty owned by the Port Authorit (hereinafter colle tively called "Project" ) within the me ning of Minnesota Statu es, Section 474.02, Subdivision 1(a) , including th paym nt of expenses incidental thereto, and the leasing of t e Pro 'ect under the provisions of a Lease, d ed April 15, 19 5 bet een the Port Authority and a tenant (th "Tenant") , t ereby assisting activities in the public int est and for the ublic welfare of the Port District and the Ci y of Saint Paul. Th Bond are subject to redemption and prepayme t as follows: (a t'onal Rede tion - Bonds maturing in the years 1996 t 2001, both inclusive, are subject to redempt on and prior pa ent t the call of the Port Authority, in wh le or in part, 'n inv rse order of maturity, and within any maturity in 5,000 principal amounts selected by the Port Authority by lot, ssigned in proportion to their principa amount, on A il 1, 1995 and on any intereet payment date thereafter a par d accrued interest plus a premium of 2 of the principal amoun called if called before April 1, 2000, at par and accru d int rest plus a premium of 1$ of the princ' al amount called if ca led on or after April 1, 2000. (b) Cal 't Redem tion - All outstanding Bonds f this issue, i whol but not in part, are subject to redemp ion and prior pa ent a the option of the Port Authority at p and accrued i teres on any interest payment date in the ev nt of (1) damage to or destruction or condemnation of the Proj ct or any part t ereof to the extent provided in clauses (B) a d (C) of Sectio 6.03 1) of the Lease and termination of the Lease by the enant as provided in Section 6.03 of the Leas ; 14 - � �� or (2) chan es in the Constitution or laws of the United tates or the Stat of M nnesota as provided in clause (D) of Se tion 6.03(1) of he Le se, and termination of the Lease by the Tenant as� p ovide in Section 6 .03 of the Lease. ( ) Ta abilit - All outstanding Bonds of this issue, in w ole b t not in part, are subject to redemptio and prior payme t in he event of a Determination of Taxabili y, as defined in e Su lemental Resolution, that interest on he Bonds is su ject federal income tax other than (i) whe owned by a rson ho is a substantial user of the Projec or related pers ns t such substantial user, as such terms a e described i Secti n 103(b) of the Internal Revenue Code f 1954, as ame ded, r (ii) as a result of an act of the Po t Authority no acqu' esced in by the Tenant. If there is a Determinatio of T xability and the Tenant provides suffi ient funds to eff et fu 1 prepayment of the Bonds as provided ' n Section 5.11 of th Lease, the Bonds then. outstanding sha 1 be redeemed on e ea liest practicable date (�elected by th Port Authority) w thin 80 days following a Determination of Taxability. The r demption price shall be 100$ of the principal unt o Bonds so redeemed plus accrued interes to the redempti n dat plus a premium per Bond equal to one y ar' s interest on he Bo ds outstanding on the Date of Taxabilit multiplied b the umber of calendar years (and apportione to any fraction there f) which elapsed between the Date of Taxability ( s def'ned in the Supplemental Resolution) and the redemption d te, s id interest to be at the basic interest rates applic ble t said Bonds. If the Tenant does not pr vide sufficient f nds t effect prepayment and the Tenant is ev cted and the Proj t is sold at a price sufficient, together wi h other funds erive from the Project, to effect prepayment the Bonds then o stand'ng shall be redeemed at the earliest permissible demp 'on date at par and accrued interest. y person who wa the wner of a Bond, which was outstanding t the Date of T xabil ty, which matured or which was redeeme prior to the fores id redemption date shall be entitled t a supplemental edemp ion premium equal to the interest paid (or accrued) on s ch Bo d during the period beginning on the D e of Taxability and e ding on the maturity or redemption dat of such Bond. e Hon s shall be subject to redemption in who e, and the red tion remium shall be applicable to all Bonds, except that t e Bor owers may call a portion of the Bonds i calling the B nds i part will result in the Bonds remainin outstanding c ntinu ng to be tax exempt. If the Bonds are called in par , the redemption premium shall apply to only those Bonds f r whi h the interest was declared to be taxab e. 15 , � �� Prior to t date on which any Bond or Bonds or portion hereof are directe by e Port Authority to be redeemed in adv nce of maturity, t e Por Authority will cause notice of the ca 1 thereof for redem tion identifying the Bonds to be rede d to be publishe in a financial newspaper or periodical in a Minnesota c ty of the first class or its metropolitan are and to be mail to t e Paying Agent and all Bondholders at t e addresses s own o the Bond Register, but mailed notice a one shall be ef ectiv without publication. Failure to mail otice of redempti n for any Bond shall not affect the validity f the redemption f a nd for which notice was mailed. All Bo ds so called for edemp ion will cease to bear interest on the specified r dempt on date, provided funds for their red tion have been d ly de sited. I the vent of optional redemption by lot, the Port Authority s 11 as ign to each Bond then outstanding a distinetive uiabe for each $5,000 of the principal amoun of such Bond. e Po t Authority shall then select by lot, sing such method f sel ction as it shall deem proper in its discretion, rom e numbers so assigned to such Bonds, a many numbers as, t $5, 00 for each number, shall equal the principal am unt o such Bonds to be redeemed. The Bonds o be redeemed sha 1 be he Bonds to which were assigned number so selected. P ovide , however, that only so much of the principal unt o such Bond of a denomination of more t n $5,000 shall be re eemed as shall equal $5,000 for each n ber assigned to t and so selected. Th s Bon and the series of which it forms a par are issued pursu nt to and in full compliance with the Constit tion and lawa of he St te of Minnesota, particularly Chapters 58, 474 and 475, Minne ota Statutes, and pursuant to resolutio s adopted and pprov by the Port Authority, which resoluti ns authorize th issu ce, execution and delivery of these Bo ds as special o ligat' ns payable solely from revenues receiv d by the Port Auth rity n account of various revenue producing facilities f m ti to time owned and leased or operated r otherwise fin nced y the Port Authority, as hereinafter m re fully set for h. The Bonds of this issue, together with certain o er Revenue Bonds of th Port Authority, are payable from a Co on Revenue Bond und p imarily funded by periodic payments (h e- inafter calle "Ava lable Net Revenues" ) which the Port Authority is ntitl d to receive on account of certain reve ue producing fac litie owned and leased or operated or otherw' se � 16 ! -�..7 �O�P � financed by the P rt Authority, and are secured by (i) Re enue Bond procee s and other funds held in a Reserve required o be maintained rom A ailable Net Revenues in an amount equal to at least the ximum amount of principal and interest to bec me due on such Reven e Bonds in any future calendar year and (ii) sums held i a Su plemental Reserve Fund funded in part f om sums held i a pr eaisting reserve fund and to be� buil"t p and maintained ut of earnings on sums in the Supplemental Re erve Fund in the manne and to the extent provided in the Basi Resolution. Refe ence is made to the Basic Resolution an to the Supplem ntal nd Resolution authorizing the issuance of theae Bonds for a complete statement of (a) the terms and conditions on w ich the Bonds have been issued, (b) the provisions de f their security and for the issuance o Additional nds yable on a parity therewith, or subord nate thereto, an (c) e rights, duties and obligations of th Port Authority a the olders of the Bonds from time to time. The Bonds do no const'tute an indebtedness of the Port Autho ity or the City f Sai t Paul within the meaning of any constitutio 1 or tatutory limitation and do not constit e or give rise to a pec iary liability of the Port Authority r the City or, to e ex ent permitted by law, the officers, age ts and employee of t e Port Authority or the City, or a cha e against the enera credit and taxing powers of the Port Authority or the C ty; and neither the full faith and cred't nor the taxi g pow rs of the Port Authority or the City is pledged to t e pa ent of the Bonds or interest thereon. Th Port Authority and Paying Agent may deem and treat the re ister d owner as the absolute owner hereof, whether or n t ove due, for the purpose of receiving payme t of or on accoun of t e principal due thereunder, interest an for all other pu ses, and all such payments so made to the nd- holder shall be va id and effectual to satisfy and dischar e the liabilit upon the Bond to the extent of the sum or s s so paid, and th Port uthority shall not be. affected by any (subject to e Rec rd Holder provisions hereinabove descr'bed) notice to the contr ry. Thi Bond is transferable by the Holder hereof u on surrender of hi�s nd for transfer at the principal corpo ate trust office f the Bond Registrar, duly endorsed or accompanied b a wr tten instrument of transfer in form satisfactory o the Bond Registrar and executed by the Hold r hereof or his attor ey duly authorized in writing. Thereup n the Authority shall execute and the Authenticating Agent sh 11 17 - � � �=�� ` authenticat and eliver, in exchange for this Bond, one or more new Bo ds in the name of the transferee, of an auth ized denominatio , in ggregate principal amount equal to the principal ount f this Bond, of the same maturity, and bearing int rest t the same rate. I IS H REBY CERTIFIED, RECITED AND DECLARED th t the Port Author ty ha duly created said Common Revenue Bond und and has pl ged a d appropriated thereto Available Net Re enues received. by the P rt Authority on account of various reve ue producing f cilit es owned and leased or operated or othe ise financed by the P rt Authority; that it will promptly giv all notices and do al other acts and things required under t e terms of al appl'cable leases and agreements relating to its facilities r� th performance of its obligations and for the enforcement f al obligations of all other parties there o and for the coll etio of all rentals, payments, rates and ch rges when due to he ex ent and in the manner provided in the asic Resolution d the Supplemental Resolution; that this Bon is secured by a pledg of and lien upon said Available Net Revenues; th t the Bonds of this issue together with othe Revenue Bond here ofcre and hereafter issued on a parity therewith an made payable from the Common Revenue Bond F d are entitled to th same parity of lien on said Available et Revenues, al as re fully provided in said resolutions; hat no Additiona Bond or other obligations will be issued an made payable from uch Available Net Revenues on a parity therewith or subor inate thereto except as specifically provided in e sa d resolutions; that all acts, condition and things requi ed by the Constitution and laws of the State f Minnesota to be do e, to eaist, to happen and to be perfo ed in order to e t is Bond a valid and binding special obligation o the ort Authority according to its terms ha e been done, d exis , have happened and have been performed in regular and ue fo , tiiae and manner as so required; and hat the issuance f th' s Bond does not cause the special or ge eral indebtedness f th Port Authority or the City of Saint Pa 1 to exceed any c stit ional or statutory limitation. The foll ing abbreviations, when used in the inscription o the ace of this Bond, shall be construed a though they w re wr'tten out in full according to applicab e laws or regul tions 18 " �,�`��O°2 . CO - as tenants in common T N ENT - as tenants by entireties J TEN - as joint tenants with right of survi orship � and not as tenants in common UNIF GIFT M N ACT - . . . Custodian . . . (Cust) (Minor) und Uniform Gif s to inors Act . . . (State) 19 - �� . (FORM OF ASSIGNMENT) R VAL E RECEIVED, ( "Transfero ") , t e undersigned, hereby sells, assigns an transfers u to � the within Bond nd all rights hereu der, and hereby irrevocably constitute nd appoints ( "Transferee" ) as attorney to trans er the within Bond on the books kept fo registratio ther of, with full power of substitution in he premises. � Date: NOTICE: No transfer will be registered and no new Bond wil be issued in the name of the Transferee, unless the signatu e(s) Signature Gu rante d: to this assignment correspond( ) with the name(s) as it (they) appear(s) upon the face of the within Bond in every particula , without alternation or enlarge ent NOTICE: Sig ature s) or any change whatever. must be guar nteed by a member fi of e New York Stock E chang or a commercial bank r a trust compan . 20 _ //�G�J�=��j'o� �/� � 2- . Bo d Terms. The terms and conditions of he Band sale sh 11 be as follows: (1) Th Bond issued as fully registered bonds in t e � aggregate pr ncipa amount of $300,000 shall be dated Apr 1 15, I985, except as ot erwise provided in Section 2-9, shall e in the denomina ion o $5,000 each, or any integral multiple th�reof, and shall mature on April 1 in the years and amo ts set forth be ow, w th Bonds maturing in such years and am nts bearing inte est f om date of issue until paid or dischar d as herein provi ed at the annual rate set forth opposite such years and am unts, respectively: Ye r An�unt Rate 19 6 10,000 6.00 19 7 10,000 6.50 19 8 10,000 7 .00 19 9 10,000 7.50 19 0 15,000 8.00 19 1 15,000 8.25 19 2 15,000 8.40 19 3 15,000 8.60 19 4 20,000 8 .80 19 5 20,000 9.00 19 6 20,000 9.10 19 7 25,000 9.20 19 8 25,000 9.30 19 9 25,000 9.40 20 30,000 9 .50 20 1 35,000 9.50 (2) Th inte st on each Bond shall be payable on October 1, 1 5 an semiannually thereafter on each April and October 1 un ' 1 th Bond is fully paid or discharged, by c eck or draft mai to he Record Holder of such bonds by the ond Registrar at he la t address thereof as shawn on the Bond Register. P 'ncip and premium, if any, are payable upon presentment the nd at the office of the Paying Agent. (3) In he e nt of (a) damage to or destruction of he Project or co demna ion of the Project or any part thereof to the extent p vided in clauses (8) or (C) of Section 6.03( ) of the Lease or ' n the event of any changes in the Constituti n or laws of the U ited tates or the State of Minnesota as pro ided by clause (D) of Se tion 6.03(1) of the Lease and (b) the termination b the enant of the Lease upon the occurrence of 21 - ��-�� those event as p ovided in Section 6.03 of the Lease, t Bonds may b rede med by the AUTHORITY, in whole and not ' n part on the then ext succeeding interest payment date, o if proper noti e of all cannot be given before such date, o the next succee ing i terest payment date, at 100� of the pri cipal amount to b rede ed plus accrued interest to the redemp ion date. (4) ( ) In the event of (i) a Determination of Tax bil- ity and (ii) the eposit by the Tenant of sufficient fund to effect full repa ent of the Bonds, the Bonds shall be redeemed by e A HORITY, in whole and (except as provid d below) not i par on a date which is within 180 days fol owing the Deterntin tion f Taxability, fol.lowing proper notice f call� at pa and a crued interest to the redemption date lus a premi.um per nd ual to one year's interest on said Bon s multiplied b the umber of calendar years (and apportion d to any fraction there f) which elapsed between the Date of T a- bility and t e red mption date, said premium to be at the asic interest rat s app icable to the Bonds. If the Borrowers o not provide uffic ent funds to effect prepayment and the Project sold at a rice sufficient, together with other fu ds derived from the P oject, to effect prepayment, the Bonds hall be redeemed t the earliest permissible redemption date at par and accrued ntere t, without premium. (b Any person who was the owner of a Bond, whi h was outstand'ng at the Date of Taxability, which matured o which was re eemed rior to the aforesaid redemption date hall be entitled o a s plemental redemption premium equal to he interest pai (or crued) on such Bond during the period egin- ning on the te o Taxability and ending on the maturity r redemption d e of uch Bond. The Bonds shall be subject o redemption i whol , and the redemption premium shall be a plic- able to all nds, xcept that the Borrowers may call a po tion of the Bonds f cal ing the Bonds in part. will result in t e Bonds remaini g out tanding continuing to be tax exempt. f the Bonds are calle in part, the redemption premium shall apply to only those Bonds for which the interest was declar d to be taxable (5) All Bonds maturing in the years 1996 to 2001, bot inclusive are subje t to redemption and prior payment in wh le or in part at the o tion of the AUTHORITY in inverse order f maturity, and withi any maturity in $5,000 principal amoun s selected by t e Por Authority by lot, assigned in proporti n to their prin ipal ount, on April 1, 1995, and on any 22 _ ��r�� interest pa ent ate thereafter at par and accrued inter st, plus a pre um of 2$ of the principal amount called if ca led before Apri 1, 2 00; at par and accrued interest plus a premium of $ of he principal amount called if called on or after April 1, 20 0. (6) cept s provided in this Section 2-3(3) , (4) nd (5) , the Bo ds sh 11 not be subject to redemption prior t ' their stat matu ity date. In the event of redemption p ior to maturity, the THORITY shall cause notice of such red mp- tion to be iven o The Depository Trust Company, 55 Wate Street, 19t Floo , New York, New York 10041 or such oth r address as e AU ORITY shall be advised is the proper a dress for The De ito Trust Company. 2- . Ex cution. Each Bond shall be executed o behalf of th AUTH RITY y the printed, engraved or litho graphed facs' ile ignatures of the President and Secreta of the AUTHORI ; and shall be attested by the manual signat re of � a person aut oriZe to sign on behalf of the Paying Agent, hereby desig ated or such purpose as authenticating agen . In the event of the d sability or resignation or other absen e of either such ffice , the Bond may be signed by the facsimi e signature of that fficer who under the bylaws of the A RITY may act in b half f such absent or disabled officer. The Bonds may be seale with the seal of the AUTHORITY; provid d that the sea of e AUTHORITY may be a printed facsimile nd provided fur her t at the seal may be omitted. In case an officer whos facs mile signature shall appear on the Bond shall cease o be uch officer before delivery of the Bond , such facsimi e sig ature shall nevertheless be valid and sufficient f r all purposes, the same as if he had remaine in office until deliv ey. 2- . De iver of Bonds. Before delivery of the Bonds there all e iled with the Secretary of the AUTHO ITY the followin ite : (1) (A) an riginal of the Lease; (B) an o iginal of the short form of lease with evidence tha it ha been recorded in the office of the Co nty Recorder or gistr r of Titles, or both, whichever is applicable, o Rams y County, Minnesota; 23 - � �.��z . (2) f nanci g statements endorsed as having been f' led with the Se reta of State of Minnesota and the County Recorder or Regis rar of Titles, or both, whichever is applicable, of sey County, Minnesota, showing the inte est of the AUTH RITY n the Project Equipment to be purchase from Note procee s; r (3) opin on of Independent Counsel in scope and ub- stance sati facto y to Bond Counsel that the AUTHORITY ha good and marketa le ti le to the Project Premises, free and cl ar of. all liens a d enc rances except Permitted Encumbrances; (4) t e man ally-signed opinion of Bond Counsel app oving the legalit of t e Bonds; � (5) a �urve and certificate conforming to the prov sions of Section .O1(2 of the Lease; (6) a opin on of counsel for the Tenant in form an substance a prove by Bond Counsel; and (7) s ch ot er documents as Bond Counsel reasonably deter- mines are n cessa y as a precondition to the issuance of ts opinion as rovid d in clause (4) above; provided, h ever, that Bond Counsel may waive the requir ment that one or more f the foregoing items be filed with the AUTHORITY o or p ior to Bond Closing (except the item re uired in clause ( ) abo e) upon the AUTHORITY and Bond Counsel receiving a quat assurance� that such item or items wil be filed with e Se etary as soon as practicable following delivery of he ds. 2 . ershi of Bonds. The AUTHORITY and th Pay- ing Agent ma dee and. treat the Holder of any Bond, whet er or not such Bo shal be overdue, as the absolute owner of uch Bond for the purpo e of receiving payment thereof (except as otherwise p vided in Section 2-3(2) with respect to paym nt of interest to e Re ord Holder of the Bond) and for all ot er purposes wh soeve , and the AUTHORITY shall not be affec ed by any notice t the ontrary. 2- . De ive of Tem rar Bond. In order to facilitate t ely e ivery o t e Bon s, t e Underwriter y elect with r spect to the Bonds to receive in lieu of the onds described in Secti n 2-2, a single Temporary Bond in the rm 24 � . �c�.�-�� attached he eto a Exhibit A, to be delivered and .made p yable to its desi nee, hich Bond shall upon the printing of t e � appropriate defin'tive Bonds and the execution thereof b exchanged t erefo and cancelled. 2 8. R istration, Transfer and Exchan e of 'ds. (1) e AUT ORITY will cause to be kept at the prin ipal corporate t st o fice of the Bond Registrar a Bond Regis er in- which, subj ct to such reasonable regulations as the Bond Registrar m y pre cribed, the AUTHORITY shall provide for the registratio of t ansfers of Bonds entitled to be registe ed or transferred as he ein provided. (2) U n su render for transfer of any Bond at the principal c rpora e trust office of the Bond Registrar, t e AUZ'FiORITY s all e ecute, and the Bond Registrar shall authenticat and eliver, in the name of the designated transferee r tra sferees, one or more new Bonds of any authorized enomi ation or denominations of a like aggreg te principal unt, aving the same stated maturity and int rest rate, as r este by the transfe=or. (3) Al Bond surrendered upon any transfer provide for in this Bond Resol tion shall be promptly cancelled by th Bond Registrar an ther after disposed of as directed by the AUTHORITY. (4) Al Bond delivered in exchange for or upon tra fer shall be val d spe ial obligations of the AUTHORITY eviden ing the same deb , and entitled to the same benefits under thi Bond Resolut on, a the Bonds surrendered for such exchang or transfer. (5) Ev ey Bo d presented or sur=endered for transfer shall (if so requi ed by the AUTHORITY) l�e duly endorsed o be accompanied y a w itten instrument of transfer, in form s tis- factory to e AUT RITY and the Bond Registrar, duly exec ted by the Holde ther of or his attorney duly authorized in - writing. (6) No ervi charge shall be made to the Holder fo any transfer, but the A THORITY may require payment of a sum sufficient to cover any tax, or other governmental charge t at may be impose in c nnection with any transfer or exchange of 25 - ��.��G a Bonds, othe than exchanges expre�sly provided in this B d Resolution o be ade without expense or without charge t Bond- holders, an the ost of printing any new Bonds. (7) e AUT ORITY and Bond Registrar shall not be required (i to t ansfer or exchange any Bond for a peri of 15 days nex prec ding any interest payment date, or (ii) to transfer or excha ge any Bond called or being called for redemption n who e or in part. S ction 2-9. Interest Ri hts Preserved; Datin of Bonds. Eac Bond delivere upon trans er o any ot er Bo shall carry all e rights to interest accrued and unpaid and to accrue, hich ere carried by such other Bond, and eac such Bond shall e so ated, that neither gain nor loss in int rest shall resul from such transfer. ch Bo d delivered pursuant to Section 2-8 sha 1 be dated by th Bond Registrar as of the last interest payme t date preced'ng th date of authentication to which on the Bond has been pa d or ade available for payment, unless the d te of authenticat on is an interest payment date to which inter st has been pa d or de available for payment, in which cas the Bond shall e dat as of the date of authentication. 2- 0. Q lification under Section 2-2 of Basic Resolution . 8 . It is hereby oun , eternuned and declared th the. nds shall upon their issuance provide for additional aila e Net Revenues, which if collected in ull and when due will e sufficient to pay when due the princ'pal and interes on th Bonds and shall result in the deposit at the Bond Clo ing i the Bond Fund from funds to which no ien has thereto re at ached and remained undischarged under asic Resolution . 876 of a sum equal to the maximum amount o principal an inte est due on the Bonds in any future cal ndar year, and th t all other conditions required to be met un er Section 2-2 f Bas' c Resolution No. 876 shall be met by B nd Closing. � Se tion -11. Method of Redem tion. To effect he partial rede tion of Bon s un er subsection (5) of Sectio 2-3, the AUT ORITY prior to giving notice of redemption, hall assign to ea h Bon then Outstanding a distinctive number or each $5,000 f the principal amount of such Bond. The AUTHORITY sh 11 th n select by lot, using such method of selection as it sh 11 deem proper in its discretion, from he 26 _ f�.,`--�'�� numbers so ssign d to such Bonds, as many numbers as, a $5,000 for ach n er, shall equal the principal amount f such Bonds o be edeemed. The Bonds to be redeemed shal be the Bonds t whic were assigned ntuabers so selected. Provided, h wever that only so much of the principal am nt of each such nd of a denomination of more than $5,000 shal be redeemed as shall equal $5,000 for each number assigned t it and so sele ted. If a Bond may be redeemed only in part, it . shall be su rende ed to the Bond Registrar (with, if the AUTHORITY o Bond Registrar so requires, a written instr ent of transfer in fo satisfactory to the AUTHORITY and Bon Registrar d ly ex cuted by the Holder thereof or his atto ney duly author zed i writing) and the AUTHORITY shall eaecu e and the authent'catin agent shall authenticate and deliver t the Holder of s ch Bo d, without service charge, a new Bond o Bonds of th same series, of any authorized denomination r denominatio s, as requested by such Holder, having the s e stated matu ity d interest rate of any authorized denominatio in a gregate principal amount equal to and i exchange fo the redeemed portion of the principal of t e Bond so sur ender . 27 - �.c�.�� ARTICLE THREE ADDIT OL�AL GENERAL COVENANTS AND FUNDS 3 1. intenance and Re ir. The AUTHORITY c e- nants that t wi at all times cause the Tenant to maint in, preserve an keep in good condition, repair and working der the Project 3 2. R cordin and Filin . The AUTHORITY cove ants that solely from vailable Additional Charges it will cau e the Lease or a hort orm thereof and all supplements thereto and all related finan ing statements, to be kept, recosded an filed in su h man er and in .such places as may be require by law in orde to p eserve and protect fully its security interest in the P oject, and will cause rerecording and refiling of each inancing statement and each supplement thereto as s nec ssary to maintain, preserve and protect such security in erest 3 3. S ries 1985-A Construction Fund. (1) A Bond Closing, the proceeds of the Bonds (exc pt for the sum requ'red to be deposited in the Bond Fund pu suant to Section -4 he eof) shall be deposited in a separate s ecial Series 1985 Con truction Fund hereby established; and thereafter tuas i the Construction Fund shall be disburs d therefrom b the UTHORITY in accordance with the provisi ns of this Sectio and Sections 2.08 and 2.09 of the Lease. y surplus sum in s d Construction Fund shall be transferr d to a separate b-ac unt of the Reserve in the Bond Fund in accordance ith S ction 2.09(3) of the Lease. (2) U n the occurrence of an Event. of Default unde the Lease, the HORI may apply any funds in the Construct'on Fund (i) to ischa ge any of the Tenant's obligations und r the Lease as pro ided 'n Section 7.02(5) of the Lease or (ii) if the payments due u der the Lease are accelerated, as prov' ed in Section 7 02(1) of the Lease, the Tenant is excluded f om possession a prov'ded in Sections 7.02(3) or (4) of the ase and the AUTH RITY hooses to redeem all outstanding Bonds, as provided in ectio 2-3(4) of this Resolution, to the red p- tion of such outst nding Bonds. 28 _ � �� 3 4. mmon Revenue Bond Fund. In addition to the sums otherw' se pl dged and appropriated to the Bond Fund nd'er Hasic Resol tion o. 876 and all other supplemental resolutions the UTHORITY shall deposit in the Bond Fund forthwith u n re eipt of the proceeds of the Bonds (i) t e interest ac rued n the Bonds from their nominal date to he date of del'very f the Bonds to the Purchaser and (ii) B nd proceeds in an am unt which together with said accrued interest, e uals e amount of interest due on the Bonds n or before les such unt, if any, as is required to assur that the AUTHORI sat' sfies the yield calculations set forth n the nonarbitrag certificate to be executed on behalf of the AUTHORITY a Bond losing and (iii) Bond proceeds in an ount equal to th maxi principal and interest to bec�ne due on the Bonds i any ture calendar year (after taking into account the ndat ry redemption schedule set forth in Se tion 2-3(7) here ) , to be credited to the Reserve established in the Bond Fun . Th reafter all Available Net Revenues der ved by the AUTHO ITY f om the Project, including Basic Rent a d interest at he ra e per annum of eight percent (8.00$) o one half of one ercen greater than the interest rate due on the outstanding nd t en bearing the highest interest rate, whichever in erest rate is higher, on any Basic Rent not aid when due, an all ther swas required to be paid into the Bond Fund under t is Bo d Resolution or the Lease, shall be cr ited to the Bond und a received and are hereby pledged to th Bond Fund to the xtent and in the manner provided in Basic Resolution N . 876 provided that any sums attributable to that portion of t e pur hase price computed in accordance with Section 5 .11 2) (B) ii) of the Lease may, but need not, be aid by the AUTHO TY t the Holders of the Bonds as compensati n for any loss they ustained by reason of the loss of the t x exempt statu of t e interest on the Bonds. 3- . Re erves. The Bond proceeds deposited in he Bond Fund as a cap talized reserve shall be credited to th Reserve, and the b lance of any surplus funds in the Construction Fund hich are transferred to the Reserve in accordance w'th Se tion 2.09(3) of the Lease and any othe= sums which are r uired under the Lease to be deposited in the Reserve shal be c edited to a separate sub-account therei for use in accor ance ith Section 3-3 and Section 1.02 of the Lease. Exce t as pecifically provided in the Lease, no earnings on ums i the Bond Fund (including the Reserve a d any separate sub-a count therein) shall be credited agains any installments f Bas' c Rent or otherwise accrue to the Tena t. 29 - C�4��"� Such earnin s sha 1 instead accrue for the benefit of and may � be used for any p oper corporate purpose by the AUTHORITY to the extent nd in the manner provided in Basic Resolution No. 876. Z"he R serve and Supplemental Reserve Fund establish d under Basic Resol tion No. 876 and other sums pledged and appropriate ther to as provided in Basic Resolution No. 76 ahall secur paym nt of the Revenue Bonds to the extent a d in M the manner ovid in• Basic Resolution No. 876. Any su lus suma transf rred rom the Construction Fund to a separate sub-account f th Reserve as provided in Section 3-3 of his Bond Resolu on be applied tawards payments of the principal inte est to become due on the Bonds to the xtent pern►itted as a Wor ing Capital Expense under Section 5.10 of the Lease an , to e extent not permitted as a Working C ital Expense unde Sect'on 5.10 of the Lease, shall be .applied toward (a) t e red mption of the Bonds at their earliest permissible ate o which they may be called without a pr 'um or (b) the p o rat payment of principal to become due on he Bonds and ma not e invested at a yield greater than the ield on the Bonds unles and to the extent that the AUTHORITY e ects to apply or nvest such surplus sums in a different manne after first eceiv ng a written opinion of Bond Counsel th t such di�posi ion w 11 not impair the tax exempt status of e Bonds. 3- . Se ies 1985-A Pro ert Insurance and Award Fu . (1) Th proc eds of fire and extended coverage insur nce on the Proje t, re eived under Section 4.01 of the Lease f om a claim for lo s in xcess of $25,000 and the award in the e ent of Condemnat' n of the Project or any part thereof as refe red to in Sectio 4.02 f the Lease, are to be paid to the AUTHORITY. e AU ORITY shall deposit all such insurance proceeds and wards received in a Series 1985-A Property Insurance an Award Fund, hereby established, and shall us and withdraw mone in t is fund only for the purposes and upon the conditions st ted i this Section 3-6. (2) The AUTHO TY shall first deduct from any Cond nation award r ins rance proceeds any costs reasonably incurred by i in c nnection with the eminent domain proceedings o the ollection of the insurance, including b t not li.mited t atto neys' fees, witness fees, and any extraordinary expen es of the AUTHORITY in connection therewith, an in t e case of a Condemnation award where th 30 . - , D��=�� acquisition and d velopment of the land was financed by t e AUTHORITY f om so rces other than Bond proceeds, that por ion thereof rea onabl allocable to the AUTHORI'I'Y' s equity in the land. The ount remaining after such payments is referr d to in this Sec ion a the "Net Proceeds" . (3) I the vent that the conditions in clauses (B) or (C) of Sect on 6. 3(1) of the Lease exist and the Tenant exercises i s opt on to terminate the Lease as provided i Section 6.0 of t e Lease, Net Proceeds required to effec termination of th Lease under Section 6.03 shall be deem d "Prepaid Ne Reve ues" under Section 1-1 of Basic Resolut on No. 876 and shall be deposited in a separate sub-account n the � Reserve and may b applied therein as provided in Section 5-3(4) of sic R solution No. 876, provided that the Net Proceeds, t gethe with other available funds, may only b used to redeem a 1 out anding Bonds at the principal amount t ereof plus intere t acc uing to the redemption date in accordan e � with Sectio 2-3 (3) upon receipt of (i) an opinion of Independent ouns 1 stating that all steps have been take as required in ecti 6.03 of the Lease, Basic Resolution N . 876 and this Bo Re� lution for the exercise of such option, the termination f the Lease and the discharge of all Bonds d (ii) duplic e ori inals of all docLUnents on which such o inion of Independe t Cou sel is based. (4) If the c nditions for termination under Section 6.03 of the Lease do no exist or the option to terminate ther under is not exerc'sed, he Net Proceeds shall be retained in t e Series 1985- Prop rty Insurance and Award Fund and the T ant is required nder ticle 4 of the Lease to restore the P oject after any su h cas alty or Condemnation; but if the cost restoration xceed $25,000, the following items shall be deposited wi h the AUTHORITY before any disbursement is ma e from the Ser es 19 5-A Property Insurance and Award Fund t pay such cost: (A pla s and specifications for restoration of the Project whic the enant is required to effect in accordan e with Section 4.01 r Section 4.02 of the Lease as the case may be; (B a c ntract or contracts for the furnishing f work and mat rials required for restoration in accordance ith the plans an spec fications, with a payment and performan e bond or bond in a gregate amount equal to the total cost f 31 _ �r�-�� . restaration under the contract or contracts conditioned or the completion hereo in accordance with the plans and specificati ns an for the payment of all claims for lab r and materials t be i corporated in the Project in the cours of restoration ( ) a ertificate of a member of the AUTHORI ' s engineering staff approving (i) the plans and specificat'ons for such =e torat on, (ii) the contract or contracts and (iii) the payment and p rformance bond or bonds which approval e AUTEiORITY h s agr ed will not be unreasonably withheld; ( ) ca h or a certified check for any amount b which the t tal c st of restoration as then ascertained o estimated, xceed the balance then on hand in the Series 1985-A Prop rty I surance and Award Fund. (5) A ter c mpliance with subsection (4) , where applicable, the A HORITY shall pay costs of restoration o the Tenant or o er p rsons entitled thereto, as established y . Tenant Repr senta ive' s Certificates, provided that not m re than ninety perce t (90$) of the total cost of restoratio as so certifi shal be paid until receipt by the AUTHORITY of an opinion of ndepe dent Counsel stating that all filings a d other steps neces ary to perfect the security interests a d title creat d by e Lease in all property, real, persona or mixed, whic cons itutes part of the Project as a result f such restor tion, as against third party creditors of or purchasers or va ue from the Tenant, have been completed and that the Pr ject ' s subject to no liens and encumbrances xcept Permitted E cumbr nces. In the event that the restoratio of the Project to su stantially the condition existing befor a taking by C ndemn tion would require the furnishing of la d or rights or i eres s in land additional to or in substitut on for any par or a 1 of the Project Premises, the cost the eof may be adde to t cost of restoration to be paid under e provisions f thi Section 3-6 if such acquisition is authorized the UTHORITY and there are filed with the AUTHORITY e 'denc of the acquisition of such land or an interest the ein, he request of the Tenant and the opini n of Independent ouns in relation to such additional or substituted and a d rights or interests therein in form nd manner as p vided in Section 2-5 in relation to the Proj ct Premises. y add'tional property or rights or interest therein so a quire shall be and become part of the Proje t as fully as thr ugh o iginally set forth and described in Ex ibits A and B of t e Lea e. 32 _ �� (6) y Net Proceeds not used for restoration of t e Project sha 1 upo restoration be credited to a separate sub-account of th Reserve in the Bond Fund and, except r earnings th reon, may be used solely to secure payment o the Bonds or ot erwis discharge such Bonds as provided in t ' s Bond Resolu ion a d Basic Resolution No. 876 or for any o her purpose aut orize under Basic Resolution No. 876, includ' ng payment of ny ex ess Net Proceeds to the Tenant upon te ina- tion of the Lease as provided in Sesction 6.03(b) of the ease. (7) 1 ear ings on stuns in the Series 1985-A Prope ty Insurance a d Awa d Fund shall be retained in the Fund £o the purposes pe itte in this Section 3-6. S ction 3-7. Pre a ent of Basic Rent. Any prepayment y the Tenant o Basic Rent as provided in Sec ion 6.02 of the Lease shall be credited to a separate sub-acc unt of the Rese e in the Bond Fund and may be applied as pro ided in Section -3(4) f Basic Resolution No. 876. Al1 Bonds purchased b the THORITY shall be cancelled as soon as received. Se tion -8. Co liance with Arbitra e Restric ions. Z'he AUTHORI ackn wledges that the Lease may be an "acqu'red purpose obli ation ' within the meaning of the federal arb'trage regulations urren ly in effect (the "Regulations" ) ; and e AUTHORITY he eby a cordingly covenants to restrict the yi ld on the Lease to a yie d not in excess of the yield penaitted nder the Regulati ns an , if necessary to prevent the Bonds fr becoming arb trage bonds, to restructure the payments requ'red to be made u der t e Lease in order to comply with such yi ld restrictions in a nner consistent with the AUTHORITY's covenants un er th s Bond Resolution and Resolution No. 87 . '1'he AUTHORI here y finds, determines and covenants that he Lease, toget er wi all other revenue agreements heretofo e or hereafter en ered nto by the AUTHORITY and deemed to be "acquired pu se bligations," (collectively "Acquired Pu ose � Contracts" ) , carry out and shall continue to carry out �a program of e onomi development within the City of Saint P ul, a "governmen al pr gram" within the meaning of� Section 1.103-13(h) ( ) of he Regulations, and that: (1) sa'd pr ram of the AUTHORITY involves and shall continue to 'nvolv acquisition of Acquired Purpose Contra ts; 33 _ C///�'�'�� 6/ � (2) a leas ninety percent (90�) of all such Acqui ed Purpose Con racts acquired under the program, by amount o cost outstanding are nd shall continue to be evidences of lo ns to be made to comb'nation of a substantial number of perso s representin the eneral public, loans to exernpt persons ithin the meaning of Se tion 501(c) (3) of the Internal Revenue e, and loans t prov de housing and related facilities; (3) a leas ninety percent (90$) of aZl of the amo nts received by the A ORITY with respect to such Acquired P rpose Contracts a uire under the program are or shall continu to be used for ne o more of the following purposes: to pay the p=incipal o inte st or otherwise to service the debt on bonds or notes of he A HORITY relating to the governmental pr gram; to reimburs the THORITY or to pay, for administrative osts of issuing s ch ds or notes; to reimburse the AUTHORI , or to pay, for dmini trative and other costs and anticipate future losse dire tly related to the program financed by such bonds or not s; to make additional loans for the same gen ral purposes spe ified in such program; or to redeem and reti e such bonds o note at the next earliest possible date of redemption; nd . (4) th prog am documents require that any person (o any related pers n, as defined in Section 103(b) (6) (C) of the Internal Rev nue C de) with whom the AUTHORITY may, under he program, ent r int an Acquired Purpose Contract shall not pursuant to n arr ngement, formal or info=mal, purchase b nds or notes of e AU HORITY in an amount related to the amou t of the loan frc the UTHORITY evidenced by the Acquired Purp se Contract; unless and t the xtent that Bond Counsel determines that all or any of th for oing requirements need not be met for purposes of reven ing any bonds or notes of the AUTHORITY from becoming arb'trage bonds; provided that nothing herein sha 1 be construed or prohi iting the AUTHORITY from qualifying the Lease under e 1/ h of 1$ or the 1/2$ of 1$ yield spread permitted fo acqu'red purpose obligations under Section 1.103-13(b) (5) (i) ( ) or (B) of the Regulations. 34 _ � �� ARTICLE FOUR POSSE SION, USE AND RELEASE OF PROPERTY 4 1. ssession and Use. Subject to the terms hereof and o the pledge of rentals and profits under the Lease, unti the appening of an Event of Default, the Te ant shall be pe itte to possess, use and enjoy the Project (except cas or o her personal property deposited or pled ed or determined y the terms thereof to be deposited or pledge to the AUTHORI ) an to receive and use the issues and prof ts of � the Project � 4 2. nve ance for Access or Other Easement. The AUTHORITY i auth rized without consent o or notice to e holders of ny Re enue Bonds payable from the Bond Fund t grant such onvey nce or easement as it deems necessary t give adequate in reas r egress to and from the Project Premis s, and to gran any ther easement on the Project Premises a the AUTHORITY d ems a ropriate so long as the AUTHORITY dete ines that such e semen will not materially impair the structu al integrity o the roject. 4 3. R ease of Encumbered E ui ment. The A ORITY is authoriz with ut consent of or notice to the holders of any Revenue onds ayable from the Bond Fund to permit th Tenant to r ve P oject Equipment from time to time in accordance 'th th terms and conditions set forth in Sec ion 3.04 of the ase, and release the same from the AUTHORIT ' s security int rest herein, or on such other terms as the AUTHORITY de s ap ropriate so long as the AUTHORITY dete ines such other t rms w'11 not materially iiapair the structura integrity of the P oject. 4- . Re ease of Unneeded Land. The AUTHORITY ' s hereby autho ized ithout notice to or consent of the hol rs of any Reven e Bon s to join in the execution of such instruments s may be necessary to convey and release fro the terms of the Lease certain land or air rights included in he Project Pr ses d scribed in Exhibit A of the Lease, so 1 ng as the AUTHO ITY d termines that such conveyance will not materially pair he access to and from and the structura integrity of the P oject. 35 - ��s��a . ARTICLE FIVE SUPPL MENTAL AND AMENDATORY RESOLUTIONS 5 1. S lemental and Amendator Resolutions t Re uirin C nsent o Bondhol ers. The AUTHORITY may, r time to t e an at an t me, without the consent of or notice to any of the older of any Revenue Bonds, and when so req ired by this Bon Reso ution shall adopt a resolution or resol tions supplementa to o amendatory of this Bond Resolution as hall not be inco siste t with the terms and provisions of Basi Resolution o. 87 so as to thereby (1) permit the issuan e of Additional nds s provided in Sections 2-2, 2-3 and 2-5 of Basic Resol tion o. 876, (2) cure any ambiguity or forma defect or o ' ssio in this Bond Resolution or in any supp e- mental reso ution (3) grant for the benefit of the holde s of any Revenue Bonds or any Holders of the Bonds herein auth rized any additio al ri hts, remedies, powers, authority or sec rity that may la fully be granted to or conferred upon such ho ders, (4) substit te or add additional equipment, machinery or eal � property or to re ease equipment, machinery or real prope ty in the manner pecif'cally provided herein or to more precis ly identify an equi ent or machinery forming a part of the Project, (5) modi , eliminate and/or add to the provisio s of this Bond R oluti n to such extent as shall be necessary to prevent any inter st on the Bonds from becoming taxable u der the Federal 'ncom tax laws or to allow for the Bonds to e qualified u er a ifferent exemption under Section 103(b of the Internal Reven e Code, (6) make any other change deem d by the AUTHORI nece sary to reconcile the Bond Resolution ith the Lease o any endment thereto or (7) make any other ange to the Bond esolu ion which in the reasonable judgment o the AUTHORITY is not t the prejudice of any holders of Reven e Bonds. 5- . Su lemental and Amendator Resolutions R uirin Cons nt of Bondholders. Exclus ve o supplemental and amendatory r solut ons covered by Section 5-1 hereof and subject to t e te s and provisions contained in this Sect'on, and not othe ise, the AUTHORITY upon receipt of an instr ent evidencing t e con ent to the below-mentioned supplemental or amendatory r solut on by the Holders of not less than fift -one percent (51$ of t e aggregate principal amount of the Bon s outstanding, secur d in accordance with the provisions of Sections 7-1 and 7 2, shall adopt such other resolution or 36 - � ��2 � resolutions suppl mental or amendatory thereto as shall b deemed nece sary nd desirable for the purpose of modifyi g, altering, endin , adding to or rescinding, in any parti ular, any of the erms r provisions contained in this Bond Resolution r in ny supplemental or amendatory resolutio ; provided, h ever, that nothing herein contained shall pe it or be const ued a permitting, (1) any amendment which is inconsisten with the terms and conditions of Basic Resol tion No. 876, (2) an e tension of the maturity of the principa of or the inte est o any Bond not held by a consenting Hold r, or - (3) a reduc ion i the principal amount or the rate of in erest due on any nd n t held by a consenting Holder, or (4) a privilege o prio ity of any Bond or Bonds over any other Bond or Bonds, e ept otherwise ,provided herein, or (5) a reduction i the gregate principal amount of the Bonds required fo conse t to such supplemental or amendatory r solu- tion, eacep as o erwise provided herein or in the Lease or any amendme ther to made without Bondholder consent und r Section 6-1, witho t the consent of the Holders of one hu dred percent (100 ) of e principal amount of the Bonds (or, 'n the case of an endme t described in clause (1) , all Revenue Bonds payable from the nd Fund) then outstanding ( "100$ Bondh lder Consent") se ured n accordance with Section 7-1. 5- . Co sent of Tenant. Anything herein to th contrary not ithst nding, a supplemeatal or amendatory resolution u der t is Article Five which adversely affects the rights of th Tena t under the Lease shall not become effe tive unless and u til t e Tenant shall have consented in writin to the adoption and d livery of such resolution, except supplemental resol tions delivered in connection with any Revenue Bond issu d to complete the Project in accordance with the Plans an Spec fications. In this regard, the AUTHORI shall cause otice of the proposed adoption of any such supplemental or am ndatory resolution, together with a cop of the proposed amend tory resolution, to be. mailed by certif ed or registere mail to the Tenant at least 20 days prior to the proposed dat of a option of any such amendatory resolutio . The Tenant s all b deemed to have consented to the adopti n of any such res lutio if the AUTHORITY does not receive a le ter signed by a epres ntative of the Tenant of protest or objection th reto n or before 4:30 o'clock P.M. , Central Standard or entra Daylight time, whichever is then in ef ect, on the fifte th d after the mailing of said notice and copy of the ropos resolution to the Tenant unless such fifteenth da falls on Sunday or legal holiday in which ev nt the letter o obje ion must be received on the next succe ding business day. 37 _ � �� ARTICLE SIX , - AMENDMENT TO LEASE 6 l. endments Without Bondholder Consent. e AUTHORITY a d the Tenant may without the consent of or no ice to any of t e hol ers of Revenue Bonds consent to any ame d- ment, chang or ification of the Lease to effect any c ange therein whi h in he reasonable judgment of the AUTHORITY does not jeopard ze th exemption of interest on any Revenue nds from federa or s ate income taxation and is consistent w th the terms a d con itions of Basic Resolution No. 876 and his Bond Resolu ion, 'ncluding but not limited to changes for the following p rpose • (1) t faci itate (a) the conveyance for access or utility se ices d the release of the affected land or he granting of ny o er easement or the subordination of th rights of t Ten t and the AUTHORITY under the Lease to such easement as rovi in Section 4-2, (b) the release of P oject Equipment o porti n of the Project land as provided in Sections 4-3 and 4 4, or (c) the issuance of Additional B nds without the onsen of any holders of Revenue Bonds as pr vided by Sections -2, 2 3 and 2-5 of Basic Resolution No. 876; (2) wh ch ma be required by the provisions of the ase or this Bond Resol tion; (3) fo the urpose of curing any ambiguity or fo defect or om ssion (4) in conne tion with any property or equipment acq ired and which co stitu es a part of the Project, including the Pro- ject Equipme t des ribed in Exhibit B to the Lease, so as o more precise y ide tify the same or substitute or add additional P oject Equipment supplied pursuant to the Leas ; (5) to quali y the Bonds under an exemption differen from the $10 000,0 0 exemption of Section 103(b) (6) (D) of he Internal Rev nue C e under which the Bonds were qualified as of the date f the Lease; (6) to recon ile the Lease with any supplement or am nd- ment to the nd R solution; or 38 - � ��.�� (7) t ef£e t any other change therein which in the rea- sonable jud ment f the AUTHORITY is not to the prejudice of any holders of th Revenue Bonds. 6 2. endments Re uirin Bondholder Consent. Nei- ther the AU HORI nor the Tenant shall consent to any am nd- ment, chang or ification of the Lease which in the re son- able judgme t of he AUTIiORITY jeopardizes the tax exempt status of t e int rest on the Bonds or is inconsistent wi h the tenas and c nditi ns of Basic Resolution No. 876, without publication of no ice and the written approval or consent of the holders of ou standing Revenue Bonds adversely affect d thereby pro ured s provided in Sections 7-1 and 7-2. If at any time th Tena t shall request the consent of the AUTH RITY to any such propo ed amendment, change or modification of the Lease, the UTHOR TY shall, upon being satisfactorily indemnified with espect to expenses, cause notice of suc proposed am ndmen , change or modification to be publishe in the same m ner a provided in Section 7-2. 39 - � ��. ARTICLE SEVEN MISCELLANEOUS 7 1. nsent of Bondholders. Any consent, re uest, direction, pprov 1, ob�ection or other instrwnent requi ed by this Bond R solut on to be signed and eaecuted by any ho ders of Revenue nds y be in any ntmiber of concurrent writi gs of similar ten r and must be signed and in writing. Proof f the � execution o any uch consent, request, direction, appro 1, objection o othe instrument or of the writing appointi any agent and o the ership of Revenue Bonds, if made in e following m nner, shall be sufficient for any of the pu ses of this Bon Reso ution, and shall be conclu�ive in favor of the AUTHORI wit regard to any action taken by it under such request or ther nstrument, namely: (1) e fac and date of the execution by any perso of any such wr ting ay be proved by the certificate of any officer in ny ju isdiction who by law has power to take acknowledg ents ithin said jurisdiction that the person signing suc writ'ng acknowledged before him the excution thereof, or by an affidavit of any witness to such execut on. (2) e fac of the holding by any person of any co pon Revenue Bon s and the amounts and numbers of such Revenue Bonds, and e da e of the holding of the same, may be pr ved by a certif cate xecuted by any trust company, bank or b nker, wherever si ated, stating that at the date thereof the p rty named therei did xhibit to an officer of such trust com any or bank or suc banker, as the property of such party, the Revenue Bond ther in mentioned if such certificate shall be deemed by th A RITY to be satisfactory. The AUTHORIT may, in its discr tion, require evidence that such Revenue Bon s have been de site with a bank, banker or trust company, before takin any ction based on such ownership. The fa of the ownershi by a y person of fully registered Revenue B nds and the amou ts an numbers of such Revenue Bonds, and th date of the holdi g of he same, may be proved only by referen e to the bond reg ster intained for such Revenue Bonds. 7- . No ice of Amendments. If at any time the AUTHORITY de ires o adopt any supplemental or amendatory resolution o amen the Lease as herein provided without consent of a 1 of he holders of outstanding Revenue Bonds, 40 �� unless cons nt of and notice to any of the Bondholders i not required, t e AU ORITY shall cause notice of the propos resolution r ame dment to be published at least once in financial p riodi al or newspaper of general circulation published i a Mi nesota City of the first class or its metropolita area Such notice shall briefly set forth t e nature of t e pro sed resolution or amendment and shall tate that copies there f are on file at the principal office o the AUTHORITY f r ins ection by all holders. The AUTHORITY s all not, howeve , be ubject to any liability to any holder b reason of i� s fai ure to publish such notice, and any suc failure sha 1 not affect the validity of such resolution r amendment w en co sented to and approved as herein pr•ovid d. . If the hold rs of not less than the requisite percentage n aggregate p incip 1 amount of Revenue Bonds outstanding a the time have c nsent d to and approved the adoption thereof s provided in this nd Resolution, no holders of any Reven e Bond shall ave a y right to object to any of the terms a d provisions ontai ed therein, or the ope=ation thereof or in � any manner uesti n the propriety of the adoption thereof or to enjoin o rest ain the AUTHORITY or the Tenant from ad pting or executin the ame or from taking any action pursuant o the provisions hereo . 7 3. S verabilit . If any provision of this nd Resolution all e held or deemed to be or shall, in fac , be inoperative r un forceable as applied in any particular case in any juris icti or jurisdictions or in all jurisdicti ns or in all case beca se it conflicts with any provisions of ny constitutio or st tute or rule or public policy, or for ny other reaso , suc circiunstances shall not have the effec of rendering th prov'sion in question inoperative or unen- forceable i any o her case or circumstance, or of render'ng any other pr visio or provisions herein contained invali , inoperative r une forceable to any extent whatsoever and shall not affect t e re ining portions of this. Bond Resolution r any part the eof. 7- . Li 'tation of Liabilit . To the extent permitted by law, o provision, covenant nor agreement contained in this ond Resolution shall give rise to or i ose upon the Cit or e AUTHORITY or any of its officers, employees or agent any pecuniary liability. 7- . Au hentication of Transcri t. The office of the AUTHORI are irected to urnish to the attorneys approving th lega ity thereof, certified copies of this B nd 41 _ �=�� . Resolution nd al documents referred to herein, and aff'davits . or certific tes a to all other matters which are reason ly necessary t evid nce the validity and marketability of e Bonds. All such ertified copies, certificates and affi vits, including a y her tofore furnished, shall constitute rec'tals of the AUTH RITY s to the correctness of all statements contained t erein 7 6. R istration of Hond Resolution. The Sec etary of the AUTH RITY s authorized and directed to cause a co y of this Bond R solut on to be filed with the County Auditor f Ramsey Coun y, an to obtain from said County Auditor a c rti- ficate that the i sue of Bonds hereunder has been duly en ered upon his bo d reg' ster. 7 7. A roval of Tenant. Tenant has examined nd given appro al of this Bond Resolution and all terms her f and approves th sale of the Bonds as provided for herein for the price and t rms s t forth herein. 7 8. A horization to Execute Lease and Incide tal Documents. e Le se between the AUTHORITY and- the Tenan or the lease o the P oject is hereby approved in substantia ly the form n on fi e in the office of the AUTHORITY; and he Pre�ident an Secr tary of the AUTHORITY are authorized t execute the ame ( nd all other agreements required there'n or in this Bond Resol tion) in the name of and on behalf of e AUTHORITY an such other docwnents, including the officia statement to be us d by the Underwriter in marketing the nds, as Bond Coun el or Independent Counsel consider appropria e for Bond Closing In he event of the disability or the resignation r oth r absence of the President or Secretar of the AUTHORI , suc other officers of the AUTHORITY who ma act in their beh lf sh 11 without further act or authorization of the AUTHORI do a 1 things and execute all instruments an documents re uired to be done or to be executed by such ab ent or disabled ffici ls. 7- . Pu chase of Bonds. The acceptance by the President an Secr tary of the AUTHORITY of the proposal o Miller & Sch oeder Municipals, Inc. , as set forth in Underwriting Agree ent to purchase $300,000 Port Authority of the City of aint aul Industrial Development Revenue Bond , Series 1985- auth rized pursuant to this Bond Resolution t a price of $29 ,000 lus accrued interest on $300,000 from t e date of said Bonds to the date of delivery at the interest rates above ecif' ed is hereby accepted. 42 - �� . � 7 10. it Council and MEEDA A roval. (1) N twith tanding any other provisions herein to he contrary, t e pro isions of this Bond Resolution shall no be effective u til t e City Council, pursuant to Laws of Minnesota, 976, apter 234, has consented to the issuan e of the revenue bonds herein contemplated and any additional onds which the A THORI may from time to time deem necessary o complete th Proj ct or to refund such revenue bonds; and for such purpos the xecutive Vice President of the AOTHORI is hereby auth rized and directed to forward to the City Cou cil copies of t is re olution and any additional available information the C'ty Council may request. (2) e act ons of the Executive Vice-President of he Authority i caus g public notice of the public hearing d in describing e ge eral nature of the Project and estimati g the principal unt f bonds to be issued to finance the Pro ect and in prep ing draft of the proposed application to t e Commissione of rgy and Economic DevelopRnent, State of Minnesota, r ap oval of the Project, which has been available fo ins ction by the public at the office of t e Authority f an after the publication of notice of the hearing, are in al respects ratified and confirmed. PTED: April 23, 1985 ; � . �� , �� _ �Pr o the Port Autho ity of City of Saint Pau Attest: . �".��- e reta 43 - � � �� 563M EXHIBIT A � UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY PORT AUTHORITY OF THE CITY OF SAINT PAUL $300,000 I DUSTRIAL DEVELOPMENT REVENUE BOND, SERIES 1985-A OW MEN BY THESE PRESENTS that the Port Authority o the ity of Saint Paul (herein called "Port Authority" ) Rams y County, Minnesota, a body corporate a d politic, fo valu received hereby promises to pay to MU & CO. , but on y out of its Common Revenue Bond Fund, the principal s of 300,000 on the first day of April in th years and i stal ents, with interest thereon from date o issue until paid r duly discharged, as follows: M turit and Interest Schedule O Seri s 1985-A Industrial Develop�nent R venue Bonds Interest sh 11 be payable on October 1, 1985,and semiannu lly thereafter n Apr' 1 1 and October 1 of each year. Both principal a d int rest are payable at The First National ank of Saint Pa 1, Mi esota or at the Office of a successor aying Agent duly esign ted by the Port Authority in any coin o currency of the U ited States of America which on the respective ates f payment is legal tender for the payme t of public and rivat debts. is Bo d has been issued in accordance with Ba ic Resolution . 87 , as amended (the "Basic Resolution" ) , nd Supplementa Bond Resolution No. (the "Supplemental Resolution" ) , dul adopted by the Port Authority, setting forth the terms a con itions upon which such Bond is issued a d describing e se rity therefor. The Bond is issued by he Port Author'ty fo the purpose of providing permanent fin ncing for the con ructi n and acquisition of buildings, improv ents and equipme to constructed or used on realty owned b the A-1 _ �� 4 (hereinafte coll ctively called Project) within the mean ng of Minnesota S atute , Section 474.02, Subdivision 1, includ ng the payment of ex enses incidental thereto, and the leasi g of the Project under the provisions of a Lease, dated as of April 15, 1 85, t ereby assisting activities in the publi interest an for e public welfare of the Port District nd the City of Saint Paul. I stal ents of principal on the Bond are subje t to redemption d pr ayment as follows: ( ) 0 ional Rede tion - Installn�ents of prin ipal maturing in the y rs 199 to 2 O1, both inclusive, are s bject to redempti n and rior payment at the call of the Port Authority i inve se order of maturity, and by lot within a maturity on pril 1, 1995 and on any interest payment dat thereafter par nd accrued interest plus a premium of $ of the princip 1 amo t called if called before April 1, 200 ; a premium of 1 of e principal amount called if called on or after April , 200 . � ( ) Cal 't Redem tion - Al1 outstanding installments of pr ncipal on the Bond, in whole but not i part, are su ject o redemption and prior payment at the ption of the Port uthor ty in inverse order of their serial n ers at par and a crued interest on any interest payment date 'n the event of ( 1) damag to or destruction or condemnation of e Project or a y par thereof to the extent provided in cla ses (B) and (C) f Sec ion 6.03(1) of the Lease and terminati of the Lease by the T nant as provided in Section 6.03 of th Lease; or (2 chan es in the Constitution or laws of the ited States or th Stat of Minnesota as provided in clause (D) of Section 6.03 1) of the Lease, and termination of the Lease by the Tenant a prov ded in Section 6.03 of the Lease. (c Tax ilit - All outstanding Bonds of this issue, in wh le bu not in part, are subject to redemption and prior paymen in t e event of a Determination of Taxabilit , as defined in t e Sup lemental Resolution, that interest on t e Bonds is sub ect t federal income tax other than (i) when owned by a p rson ho is a substantial user of the Project or related pers ns to such substantial user, as such terms ar described in Secti n 103(b) of the Internal Revenue Code o 1954, as ame ded, r (ii) as a result of an act of the Por Authority no acqu' esced in by the Tenant. If there is a Determinatio of T xability and the Tenant provides suffic ent funds to eff ct fu 1 prepayment of the Bonds as provided i A-2 . ��"� . Section 5.1 of t e Lease, the Bonds then outstanding sh 11 be redeemed on the e rliest practicable date (selected by th Port Authority) ithin 180 days following a Determination of Taxability. The edemption price shall be 100$ of the principal ount f Bonds so redeemed plus accrued intere t to the redempt on da e plus a premi.um per Bond equal to one ear' s interest on the nds outstanding on the Date of Taxabili y multiplied y the number of calendar years (and apportion d to any fractio ther of) which elapsed between the Date of Taxability as de ined in the Supplemental Resolution) an the redemption ate, aid interest to be at the basic interes rates appli able o said Bonds. If the Tenant .does .not p ovide sufficient unds o effect prepayment and the Tenant is e icted and the Pro ect i sold at a price sufficient, together w th other funds deriv frora the Project, to effect prepaymen , the Bonds then utsta ing shall be redeemed at the earliest permissible red tion date at par and accrued interest. �,ny person who as th owner of a Bond, which was outstanding at the Date of axab lity, which matured or which was redeem prior to th afor aid redemption date shall be entitled o a supplementa red tion premium equal to the interest pai (or accrued) on uch nd during the period beginning on the te of Taxabili and nding on the maturity or redemption da e of such Bond. e Bo ds shall be subject to redemption in w ole, and the red tion pretaium shall be applicable to all Bon s, except that he Bo rowers may call a portion of the Bonds if calling the nds n part will result in the 8onds remain'ng outstanding ontin ing to be tax exempt. If the Bonds ar called in pa t, th redemption premium shall apply to onl those Bonds or wh ch the interest was declared to be taxa le. Prior to the date n which any installment or installments are redeemed in dvanc of maturity, the Port Authority will c use notice of th call thereof for redemption identifying the installments to be redeemed to be published in a financial newspaper or peri ical in a Minnesota city of the first c ass or its metro olita area. Prior to any such redemption da e such notice ill b mailed to the bank at which principal nd interest are then ayable, but published notice alone shal be effective wi hout iling. All installments of principa�l o called for r empt n will cease to bear interest on the specified re empti n date, provided funds for their redemp ion have been du y dep sited. Th' s Bon is issued pursuant to and in full compliance w'th th Constitution and laws of the State of Minnesota, p ticu arly Chapters 458, 474 and 475, Minneso a Statutes, an purs nt to resolutions adopted and approved by A-3 � : . �� _ ., f � r the Port Au hor i y, which resolutions authorize the issu nce, execution a d del very of this Bond as a special obligati n payable sol ly fr m revenues derived from various revenue producing f cilit es from time to ti.me owned and leased o operated or othe ise financed by the Port Authority, as hereinafter more ully set forth. is Bo d, together with certain other Revenue onds of the Port Autho ity, is payable from a Coi�naon Revenue nd Fund primar ly fu ded by certain Available Net Revenues w ich the Port Au orit is entitled to receive on account of c rtain � revenue pr ucing facilities owned and leased or operated or otherwise f'nance by the Port Authority, and are secured by (i) Revenue Bond roceeds and other funds held in a Rese e required to be ma'ntained from Available Net Revenues in n amount equa to a least the maximum amount of principal nd interest to becom due on such Revenue Bonds in any futur calendar ye r and (ii) sums held in a Supplemental Reserv Fund funded in p rt fr m sums held in a pre-existing reserve f nd and to be b ilt u and maintained out of earnings on sums in the Supplem ntal eserve Fund in the manner and to the ex ent provided in the B sic Resolution. Reference is made to t e Resolution d to e Supplemental Resolution authorizing the issuance of this nd for a complete statement of (a) the terms and conditi s u n which this Bond has been issued, (b) e provisions de f r its security and for the issuance of 1�dditional nds p yable on a parity therewith, or subord'nate thereto, an (c) e rights, duties and obligations of th Port Authority a the lders of the Bonds from time to time. This Bond does n cons itute an indebtedness of the Port Auth rity or the City f Sai t Paul within the meaning of any const'- tutional or tatut ry limitation and does not constitute r give rise to a pec niary liability of the Port Authority r the City or, to he ex ent perinitted by law, the officers, ag nts and employee of e Port Authority or the City, or a cha ge against the enera credit and taxing powers of the Port Authority or the C'ty; and neither the full faith and cre it nor the taxi g pow rs of the Port Authority or the City i pledged to t e pa ent of the Bond or interest thereon. IT IS HE BY CERTIFIED, RECITED AND DECLARED th t the Port Authori y has duly created said Common Revenue Bond nd and has pled ed an appropriated thereto Available Net Re enues received by e Po t Authority on account of various reve e producing fa iliti s owned and leased or operated or othe ise financed by e Po t Authority; that it will promptly give all A-4 . - �f�-"�.5"-�� ,., � � notices and do al other acts and things required under t e terms of al appl' cable leases and agreements relating to its facilities or th performance of its obligations and for the enforcement of al obligations of all other parties there o and for the col ectio of all rentals, payments, rates and ch rges when due to the e tent and in the manner provided in the sic Resolution nd th Supplemental Resolution; that this Bon is secured by pled e of and lien upon said Avail.able Net Revenues; t at th' s Bonds together with other Revenue Bon s heretofore nd he eafter issued on a parity therewith and made payable fro the ommon Revenue Bond Fund are entitled to the . sarae parity of li n on said Available Net Revenues, all a more fully provi ed in said resolutions; that no Additional Bo ds or other oblig tions ill be issued and made payable from su h Available N t Rev nues on a parity therewith or subordina e thereto exc t as specifically provided in the said resolutions; that all acts, conditions and things require by the Constit tion d laws of the State of Minnesota to be done, to exist, t happ n and to be performed in order to make his Bond a vali and inding special obligation of the Port Authority a cordi g to its terms have been done, do exist have happened an have een performed in regular and due form, time and manner s so equired; and that the issuance of this ond does not ca se th special or general indebtedness of the Port Authority o the ity of Saint Paul to exceed any consti- tutional or statu ory limitation. I WITN SS WHEREOF, the Port Authority of the C ty of Saint Paul as ca sed this Bond to be executed in its beh lf by the manual ignat res of its President and Secretary, and sealed with its c rporate seal, and has caused this Bond o be dated as of pril 15, 1985. (SEAL) � Secr tary President A-5 I \ � '/ "'_"_'_"..�' �.�. �� . � ��- � . . . , � . .`� .� .•. . `` .. >:��'�� Y O�' .SAI17'2.� •��3.YJ��. _ ��`��r�'_ ��..^/, /�---�;� '`��. � -. -- -. - ;:-�: �=„-;:�:;: .:� ti•;,E rz�rcr o�� 2,r-cr, r.z2�X C0�7\ r, ` . .. . . � i�,i`� _�.: __:�;i �:�J/ _ C_L s- _�. '�_.,:=';: �•� _ - :_� .= �:�. ~`��._�.,��r�� - D o t e��. May 9 , 1 85 :;.,�;y� . _ - Oi� � f i i EE E� E PO � T r... . � � ' Scss � P� I Ci�Y Co� � ��ii r P � i�,�I ��j�•�j i i � O i? FINANCE, MANAGE'`�IENT & PERSONN L � ' C�A! . J S SCHEIBEL 1. Ap.provai or' inut�s from mesTing he�d hlay Z, 1985. p,o�o�� . - Z. �etter os= th State Oeaar-�enZ or Revenue tr�n�mitting �ppiiC�L3on for re�+uc=io in th assassed valuation of cer-�in reai es�� in he City or St. aul as follows: #317�84 by E;c-Cell-p Materials Handii g Co_, #3I7�98 by Opu Corporation, #317o44 by Sodertrerg, Inc_,tt3I70 6 by Gregary R Palen #3I70Z9 by Louis J. Mekiesky and �317046 by � Fr�+sri ck Th rne, J . J n�/� ��e� /� /��/�� a�� ll Lf / 3. Le�*'��r of th . State De�ar`snent or" Re�ienue transmi tti ng apo 1 i cati an for reductio in as essed valuation of cerzain re�i estaL� �s foltaws: �31 501 by Farm House Food Corp. anc3 �317511 by !awe��wn '' St. Paul Com any. ' _ il� 11 ver /�dP�i��.�/ 4. Acminis"-ati e Or-de �u�horizing payment to Benj�;nfn TiiompsQn � As ac- ia G, Inc. o exp nse� for River�ront Oesign Challen�= Program. 5 U � " ,, , ity Industrial Development Re�ienue �o� ,OOQ for improveR►ents at the l.atior Cenz r -e°_t by West Seventh. Partners�i p. �] ��,I�' �� v 6. R e s a 1 u t i on a en d i ng Se�i on 12, Temporary E�np 1 ayment, of t;�e C i v i l Ser-vice Ru ie regar ing more eT�icie�t payroll auditing. {pnr50fiR� ) � � ��'D � �� 7. e�olution directin the City Attorney's office to move to vacat� an award iss ed to hilip L. Jonnson pursuant to an amenament or Rule la ot= t e P?r'S nnel Rules.�i� /„rp.� �/n� �/ UUI. �c �t/I! lC/ 8. Reso 1 ut i on r commen i ng the Charer Commi s s i on cQns i der ame��a i ng ChBpT_'er' 2 f the Ci y Char:er re?a�ive to the term or" City Co�ncil me:n��rG . . 9. Qrc�inance am ciing haater 82 or the Actminis�;ative o�e pertainin �o purc`�ase pro e�ures an� city contracTs. (Finance?��5 . �- Q � 10. S.tatus of 19 6 budg � - Greg 81e�s, BudgeT Di.recTar. �4 ��y. �ls��S� �� {��e Ci':Y HALL ' SEVE. TF-I FLOOF . Sr1INT PAUL,;�fi�'N SOT:�55102 �r„