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269345 WHI7E - CITV CLERK 6 � PINK - FINANCE GITY OF SAINT PALTL Council � �� :.. �� CANARV - DEPARTMENT � BLUE � - MAYOR File NO. � /� Council Resolution Presented By � 0 1L�L,��B,,,� Referred To Committee: Date � Out of Committee By Date WHEREAS: � 1 . On June 21 , 1977, the Port Authority of the City of Saint Paul , adopted Resolution No. 1209, giving preliminary approval to the issuance of revenue bonds in tlfie initial principal amount not to exceed $530,000.00 to finance the completion of the facility and covers in part work already completed. ,' 2. Laws of Minnesota 1976, Chapter 234, provides that any issue of revenue bonds, authorized by the Port Authority of the City of Saint Paul , shall be issued only with ; the consent of the City Council of the City of Saint Paul , by resolution adopted in accordance with law; 3. The Port Authority of the City of Saint Paul , has requested that the City Council give its requisite consent pursuant to said law to facilitate the issuance of said revenue bonds by the Port Authority of the City of Saint Paul , subject to final approval of the detail>s of said issue by the Port Authority of the City of Saint Paul ; 4. It is estimated that the initial principal amount of said bonds will be not more than $530,000.00 and that the net 'interest cost applicable to said issue will not exceed 8�, now, therefore, be it _ RESOLVED, by the City Council of the City of Saint Paul , that in accordance with Laws of Minnesota 1976, Chapter 234, th�e City Council hereby consents to the issuance� of the aforesaid revenue bonds for the purposes described in the aforesaid Port Authority Resolution No. 1209 in the initial principal amount of not to exceed $530,000.00 at a net interest cost of not to exceed 8%, the exact details of which, including, but not limited to, provisions relating to maturities, interest rates, discount, redemption, and for the issuance of additional bonds, are to be determined by the Port Authority, pursuant to resolution adopted by the Port Authority, and the City Council hereby authorizes the issuance of any additional bonds (including refunding bonds) by the Port Authority, found by the Port Authority to� be necessary for carrying out the purposes for which the aforesaid bonds are issued. COU[VCILMEN Yeas Nays Requested by Department of: �,�ri� Hozza [n Favor Hunt Levine �_ Against BY - Roedler Sylvester �`�' �9n �� 7 ) Form Approved by City Attorney Adopted by Co il: Date � � Certifie asse o c ecretary BY B �► Approv d by Mayor. Date — •••• � � 1Q77 Appr by Mayor fot S is to Council By BY PUBLISHED JUL 1 6 197� c1�-\,� �}1�..�� "�1�-� �� .'�'��--.` ' Z� � � � , ��, �� _ , � C ; ,� � . (, =� d, :� PORT AUTHORITY OF THE CITY OF SAINT PAUL 1130 MINNESOTA BUILDING, 4TH AND CEDAR, SAINT PAUL, MINN. 55101, PHONE (612) 224-5686 June 23, 1977 The Honorable George Latimer Mayor, City of St. Paul City Hall and Court House St. Paul , Minnesota 55102 SUBJECT: THE PILLSBURY COMPANY $530,000.00 EXPANSION REVENUE BOND ISSUE Dear Mayor Latimer: We submit herewith for your review and consideration, details per- taining to the issuance of revenue bonds for the completion of the above project in the amount of $530,000. The Port Authority authorized the issuance of bonds in the amount of $935,000 for the construction of certain terminal and grain handling facilities for the Pillsbury Red Rock project on July 24, 1975, by Resolution No. 1003. The con- struction fund proceeds from this bond issue will be utilized to complete the facility and also to provide for additional truck dumping exp�nsion at the terminal . In addition to the attached staff inemorandum, we attach a draft copy of the proposed City Council Resolution, a copy of the Underwriting Agreement, and a copy of Port Authority Resolution No. 1209 which authorized the sale of additional bonds. Yours truly, , ��,��1 C�L �°:��t Eugene A. Kraut \ �`�'�' Assistant Executive EAK:jmo Vice President Attach. cc: J. Isaacs, HRA ROBERT F. SPRIIFKA EUGENE A. KRAUT. C.I.D. DONqLD G. DUNSMEE, C.I.D. CLIFFORD E. RAMSTED ROSCOE C. BROWN EXECUTIVE VICE PRESIDENT ASSISTRNT E%ECUTIVE VICE PRESIDENT OIRECTOR. INDUSTR�AL DEVEIOPMENT CMIEF ENGINEER C111EF ACCOUNTANT COMMISSIONERS GEORGE W. WINTER PATRICK J. ROEOLER LOUIS M. MEVERS G. RICH/�RD SLRDE �705AL.IE L. BUTIER ARTNUR N. GOODMAN WILLIAM J. SEIFERT PREBIDENT VICE PRESIDENT SECRETARV TREMSURER C.I.D. Certified Industrial Developer �z � � ° � OM fl1: I2/].97 �L� Rev`. : 9j8/76 ' � EXPLAI�iAT�ON OF ADMINISTR:P�TIVE ORDERS, � RESO�IONS, AND ORDIN.ANCES Date: Jt�ne 23, 1977 , TO: M�1iYOR GEORGE LATIMER i ✓1 i I'I FR: E��. r ut, S . Paul Port Authority RE: TF�E PILLSBURY COMPANY �930,000 EXPANSION REYENUE BOND ISSUE ACTION �tEQUESTED: Fn accor nce with the tiaws of Minnesota 1976, Chapter 234, it is requested tha� the '� City Cou il by Resolution, a draft copy of which is attached hereto, approve the issuance f an addttional $530,000 in revenue bonds for the further expansion and � completio�n of the Pillsbury Red Rock terminal grain handling and starage facility. ' � PURFGSEiAND RATIONALE FOR THIS ACTI�N: Tfte purpu' e of the additional bonds is to fur�t�er expand th� facility and to increase the factl�ty's t�troug�-put capacity for grain handling and storage., The completed faci ity , will repr�sent an tncrease in real estate taxes paymbl�e and The Pillsbury Company repre sents a s�zable tnternational food processing corporation �minently capable of satis- fyfng the;debt that ts tncurred by the issuance of additional bonds. ; r i . � ', ATTACHME S: _ Staff Mem randun Draft Oit� Council Resolution i Underwriting Agreement � � Port Auth�rity Resolution No.. 1209 � , ; . , ' ; RORT AI� THORITv ��9��;� OF THE CITY OF ST. P/�UL Memorandum TO: Board of Commissioners DATE June 9, 1977 Meeting June 21 , 1977 �:.= FROM: E. A. Kraut".�`�--' ,�� SUBJCGT: PILLSBURY EXPANSION REVENUE 80ND ISSUE RESOLUTION N0. 12Q9 In 1976 the Port Auth�rity authorized the issuance of Revenue Bond Series C in the amount of $935,00O.00to finance an expansion of the grain storag� and handling facilities for The Pillsbury Company at the Red Rock terminal . Pillsbury has requested that an additional bond issue be sold to provide additional construction funds equal to $450,000.00. This will be to complete the facility and covers in part work already completed. The issuance of revenue bonds will require a bond issue of $530,000.00 to include a debt service reserve of $51 ,500; issuing expenses of $12,600; underwriter's discount - 3% - $15,900; and a construction cost of $450,000..00.. It is proposed that the bonds would be dated June 1 and that the amortization rental would commence July 15, 1977. The issuance of the bonds wiil require appropriate amendments to the lease agreement and the rent items adjusted to include additional rent to Pillsbury of $3,823.14 per month. It is staff's recommendation that these appropriate amendments be authorized as provided for in Resolution No. 1209 . Resolution No. 1209 also provides for approval of the underv�riting agreement and the official statement. Approval by the Port Authority Commissioners of this bond issue will be subject to further ratification by the Council of the City of St. Paul . EAK:jmo EAK:jmo . • � � � . iller & -� chroeder Port Authority of the City • � - of Saint Paul The Pillsbury Company . June 21, 1977 � Page Two B. The Bonds shall be subject to redemption and pre- payment in whole or in part in inverse order of their serial numbers at the option of the Issuer at a callable price of 102$ of par value at any time on or after ' August 1, 1980; at 101$ of par value at any time on or after August 1, 1985; and at 100$ of par value at any _ time on or after August 1, 1990. C. The interest rates with respect to the Bonds shall be determined in the manner as speci�ically provided and set forth in paragraph 2 of the attached Addendum. D. The proceeds of sale of the Bonds shall be allo- cated approximately as follows: Construction $ 450,000 Bond reserve (estimated) 53,000 Bond issuance expense (estimated) 11,100 Underwriting (97) � 15,900 Total $ 530, 000 E. We will pay $514,100 for the Bonds upon their delivery to us, together with accrued interest to a now anticipated Closing Date of July 25, 1977, all as more � ' specifically provided and set forth in paragraph 3 of the attached Addendum. F. Notwithstanding anything herein contained to the contrary, all of the terms, covenants and conditions of the Addendum attached hereto and made a part hereof shall be fully applicable to the issuance of the Bonds as if such terms, covenants and conditions were fully set forth herein, and to the extent of any conflict between the terms, covenants and conditions of said Addendum and the general description of the transaction as contained in this letter, the provisions of said Addendum shall be controlling and binding upon all parties hereto. , If the foregoing proposal is acceptable to both of you, please indicate by endorsing a copy hereof, with the copy so endorsed to be returned to us. Until and unless accepted by �IORTH�VESTERN FINANCIAL CENTER, 7900 XERXES AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55431 � j � ►, �6'9�45 BRANCM OPFICES: hlinneapolis.M�nnesota 55402 - j � � � � � LaJolla,Calitornia82037 � t00t Nonhwes:ern Bank Buiitl�ng A t200 Prospect Street Suite SSU Chicago.Ilimois 6060a (714)459-2667 209 Sou[h La Salle Street,Suite 709 ��^�� (3t2i 3�6-9sa6 �� a.. �IUNICIPALS, INC. TOIL FREE QUT STA7E 800-328-6122 TEL:6�2-871•7500 7pLl FREE IN STATE 1-800-B8Y-9002 June 21, 1977 Honorable Board of Commissioners Port Authority of the City of Saint Paul 1130 Minnesota Building Saint Paul, Minnesota 55101 and The Pillsbury Company Pillsbury Building Minneapolis, Minnesota 55119 Ladies and Gentlemen: You have advised us that it has been proposed that the Port Authority of the City of Saint Paul (the "Issuer") issue its Industrial Development Revenue Bonds (the "Bonds" ) under the provisions of Chapters 458 and 474 Minnesota Revised Statutes and Bond Resolution No.� 876 of the Port Authority of the City of Saint Paul to finance a project to be leased by the � - Issuer to The Pillsbury Company (the "Company" ) . On the basis of information furnished us to date with respect to the project to be financed by the issuance of the Bonds, and upon the terms and conditions as generally set forth in this letter and more specifically described in the Addendum attached hereto and fully made a part hereof by reference thereto, we hereby agree to purchase $530, 000 principal amount of the Bonds on the following basis: A. The Bonds shall bear a date of June l, 1977 , and shall mature approximately 18 years from and after the date thereof, with amortization of the Bonds to be provided for on a level basis whereby the sum of prin- cipal and interest payments due in each year is essentially constant over the term of the Bonds. The Bonds shall mature in the years beginning August 1, 1978, through August 1, 1995. The first interest coupon shall be payable February l, 1978. � . R iller & � chroeder � '�6�'�45 Port Authority of the City of Saint Paul The Pillsbury Company June 21, 1977 ' � Page Three both oi you, this proposal may be withdrawn by us at any time by a telegram addressed to both of you. If this proposal is accepted but for any reason Bonds are not issued and delivered as herein contemplated, the Issuer shall be reimbursed by the Company for all expenses theretofore incurred by the Issuer in connection with the proposed project. � Very truly yours, � MILLER & SCHROEDER MUNICIPALS, INC. By �� -�t�-�- �, Date: June at , 1977 Accepted by the Port Authority of t .e City of Saint Paul this day of June, 1977. � - By �. � I Accepted by The Pillsbury Company this day of June, 1977. By . � ADDENDUM � THIS ADDENDUM shall be and is hereby made a part of that certain letter dated the 21st day of June, 1977 , addressed by Miller & Schroeder Municipals, Inc. (the "Underwriter" ) to Port Authority of the City of Saint Paul (the "Issuer" ) and The Pillsbury Company (the "Company") , and relates to the proposed issuance and purchase of $53Q,000 Industrial Development Revenue Bonds (the "Bonds" ) to be i,ssued by the Issuer to finance a project (the "Project"} to be leased to the Company. 1. The Company agrees to fully comply with and assume all expenses incurred in fully complying with all regulatory requirements imposed by the Securities Division of the Minnesota Department of Commerce or such other regulatory � authority as may have jurisdiction herein, including, but not limited to, all expenses incurred and required in the preparation and filing of such interim and annual financial information and reports as may be required to maintain the registration of the Bonds, copies of all of which the Company agrees to promptly furnish to the Underwriter at such time as the same may be filed in the Office of the Securities Division of the Minnesota Department of Commerce. 2. Subject to paragraph C of said letter dated June 21, 1977, the Bonds are to bear interest payable semi- annually at a rate or rates to be mutually determined by the Issuer, the Underwriter and the Company and will be determined no later than 48 hours after the Securities Division of the Minnesota Department of Commerce shall have authorized the public sale of the Bonds in the State of Minnesota. Notwith- standing the final rate or rates of interest to be borne by the Bonds, the Underwriter reserves the right to reoffer the Bonds to tfie public at prices other than the par value thereof, including a premium over par or a discount bel.ow par, as the Underwriter, in its sole judgment and discretion, may deem necessary. 3. The Underwriter will pay for the Bonds upon their delivery to it if the Bonds are delivered on or before the proposed Closing Date as specified in the letter to which this Addendum is attached and made a part thereof by reference thereto. The Bonds are to be accompanied by the unqualified approving opinion of Briggs and Morgan, Professional Association, �ehose opinion shall state in substance that the Bonds are valid and binding special obligations of the Issuer under the Lease payable from revenues pledged to the Common Revenue Bond Fund and stating that interest payable on the f • � Bonds in the hands of a person not a user of the Project is on the date of their issuance exempt from Federal income taxes under then existing laws, regulations, decisions and rulings. You agree to cooperate in obtaining this opinion • and will also furnish an opinion of your counsel as to your autharity �to enter into this transaction. Further, if requested by the Issuer or the Underwriter, you agree to furnish an opinion of your counsel as to the title to the Project. 4. You agree to cooperate with us, Bond counsel, counsel for the Underwriter and such others as may be appro- priate in the preparation of documents and proceedings reasonably necessary to the completion of this transaction, and the Company shall make available to the Underwriter such information and documents with respect to its financial affairs and operations as requested. 5. Before delivery of the Bonds to the Underwriter, appropriate officers of the Issuer shall have reviewed the Official Statement prepared to offer the Bonds for sale so that they will be prepared upon delivery of the Bonds to the Underwriter to certify that the information furnished by them contained therein as of the date thereof is true and correct and does not contain any untrue statement or misleading statement of a material fact nor omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and authorizing use of the Official Statement by the Underwriter. 6 . Between the date hereof and the date of delivery of the Bonds to the Underwriter, there shall not have been any material adverse change in the business, properties, financial position or results of operation of the Company, nor shall there be pending or threatened on such date any legal proceedings to which the Issuer or the Company is a . party and which will have a material adverse effect on the transactions contemplated by the Lease and resolution, except any such action of which we shall have been advised prior to the date hereof. 7. The Company agrees to indemnify and hold the Underwriter harmless from and against any and all claims, demands, actions, causes of action, damages, liabilities and judgments (including attorneys' fees and expenses) arising from or in any way connected with any statement or information contained in the Official Statement concerning or related to the Company, the Project and/or the use of Bond proceeds. 8 . The Company will pay all expenses in connection with the proposed offering, including, among others, fees and expenses of Company counsel, counsel for the Issuer, -2- • . � _,. • Bond counsel, Blue Sky counsel, Blue Sky fees, Accountants, and Investment Rating Agency fees, together with all costs and expenses incurred in conjunction with the preparation and printing of all documents required to consummate this offering including, but not limited to, the Official. State- ment, all of the same to be paid by the Company without regard to whether the Bonds as contemplated herein are issued. The Company and the Undercariter acknowledge that they have estimates of the fees and expenses of (a) Bond counsel, (b) Blue Sky counsel, (c) Blue Sky fees, (d) investment rating agency fees, (e) auditors, (f) the normal costs and expenses incurred in conjunction with the preparation and printing of all documents required to consummate the offering, including (1) the official statement, and (2) the printing of the Bonds. The fees of Underwriter' s counsel shall be paid by the Underwriter. - 9 . The Port Authority of the City of Saint Paul and the City Council of the City of Saint Pau1 shall do nothing to impair the obligations or covenants made or entered into by the Port Authority with The Pillsbury Company by reason of the Port Authority issuing its revenue bonds to finance a project for The Pillsbury Company, including but not limited to: (a) supervision of the covenants relating to rents, insurance, repairs, maintenance and taxes; (b) management of separate accounts as required by the Bond authorizing resolutions; and (c) auditing of Port Authority accounts by a qualified Certified Public Accountant. 10. Upon delivery of the Bonds to the Underwriter, the Underwriter shall pay to the Issuer the purchase price of the Bonds plus accrued interest from their date of issue to the Closing Date all as more specifically provided in Paragraph � E of the letter to which this Addendum is attached and made a part thereof by reference thereto, provided the Official � Statement with respect to this Bond offering required to permit pub�ic sales to individuals in the State of Minnesota has been accepted for registration. If not so accepted for registration prior to the Closing Date, we may accept and place the Bonds at our option, but are not required to do so. The Underwriter shall apply for the registration of the Bonds as soon as practicable after the date hereof and the representatives of the Issuer and the Underwriter shall diligently pursue the registration of the Bonds. -3- , � ��'9�� RESOLUTION NO. 1209 SUPPLEMENTAL BOND RESOLUTTON $530,000 ZNDUSTRIAL DEVELOPMENT REVENUE BONDS , SERIES M PORT AUTHORTTY' OF THE CITY' OF SAINT PAUL ADOPTED: JUNE 21, 1977 � TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1 Section 1-1. Definitions 1 Section 1-2. Exhibits 4 Section 1-3. Legal Authorization 4 Section 1-4. Findings 4 Section 1-5. Authorization and Ratification of Additional Improvements 6 Section 1-6 . Additional Findings 7 ARTICLE TWO - THE BONDS 8 Section 2-1. Basic Resolution No. 876 8 Section 2-2. Authorized Amount and Form of Bonds 8 Section 2-3. Bond Terms 14 Section 2-4 . Execution 15 Section 2-5. Delivery of Bonds 15 Section 2-6 . Ownership of Bonds 16 Section 2-7. Delivery of Temporary Bond 16 Section 2-8. Qualification under Section 2-2 of Basic Resolution No. 876 17 ARTICLE THREE - ADDITIONAL GENERAL COVENANTS AND FUNDS 18 Section 3-1. Maintenance and Repair 18 Section 3-2. Recording and Filing 18 Section 3-3. Series C Construction Fund 18 Section 3-4 . Common Revenue Bond Fund 18 Section 3-5. Reserves 19 Section 3-6. Series C Property Insurance and Award Fund 19 Section 3-7 . Purchase of Bonds 19 Section 3-8. Audit 20 ARTICLE FOUR - POSSESSION, USE AND RELEASE OF PROPERTY 21 Section 4-l. Possession and Use 21 Section 4-2. Intentionally Omitted 21 Section 4-3 . Release of Encumbered Equ�.pment 21 Section 4-4. Intentionally Omitted 22 -i- , Page ARTICLE FIVE - SUPPLEMENTAL AND AMENDATORY RESOLUTIONS 23 Section 5-1. Supplemental and Amendatory Resolutions Not Requiring Consent of Bondholders 23 Section 5-2. Supplemental and Amendatory Resolutions Requiring Consent of Bondholders 23 ARTICLE SIX - AMENDMENTS TO LEA�E 25 Section 6-1. Amendments Without Bondholder Consent 25 Section 6-2. Amendments Requiring Bondholder Consent 26 ARTICLE SEVEN - MISCELLANEOUS 2'7 Section 7-1. Consent o Bondholders 27 Section 7-2. Notice of Amendments 27 Section 7-3. Severability 28 Section 7-4. Limitation of Liability 28 Section 7-5. Authentication of Transcr pt 28 Section 7-6 . Registration of Bond Resolution 28 Section 7-7. Approval of Tenant 29 Section 7-8. Authorization to Execute Amend- ment To Lease and Tncidental Documents 29 Section 7-9 . Purchase of Bonds 29 Section 7-10. City Council Approval 29 SIGNATURES 30 EXHIBITS -ii- SUPPLEMENTAL BOND RESOLUTION BE IT RESOLVED by the Port Authority of the City of Saint Paul that Basic Resolution No. 876 is supplemented as follows : ARTTCLE ONE DEFINTTTONS, LEG�L AUTHORIZATION AND FTNDINGS 1-l. Definitions . Any terms defined in the Lease and Basic Resolution No. 876 shall have the same meanings when used herein as assigned them in the Lease or Basic Resolution No. 876 unless the context or use thereof indicates another or a differ- ent meaning or intent. In addition the terms hereinafter set forth unless the context or use thereof shall require otherwise, shall have the following meanings : (1) Act: Minnesota Statutes , Chapter 458, 474, 475 and all amendments and supplements thereto; (2) Additional Improvements: that portion of the Project Improvements to be financed by the Series l�i Bonds ; (3) Amendment Td Lease: an an agreement dated as of June 1, 1977 by and between t e AUTHORITY and the Tenant amending the Lease, a form of which Amendment To Lease is on file in the office of the AUTHORITY; (4) AUTHORTTY: the Port Authority of the City of Saint Paul, and any successor public corporation; (5) Basic Resolution No. 876: Resolution No. 876 of the AUTHORITY' adopted February 1,4 , 1,974 , and all amendznents thereto, pursuant to which a Common Revenue Bond Fund has been estab- lished and basic authority has been provided for the issuance of certain Revenue Bonds, including the Bonds authorized by the Bond Resolution, and for the payment thereof solely from revenues pledged to the Common Revenue Bond Fund; (6) Bond Closing: the date on which there is delivery of and payment for the Bonds; {7) Bond Counsel: the firm of Briggs and Morgan, Profes- sional Association, of St. Paul, Minnesota, or any other attorney designated by the AUTHORITY, duly admitted to practice law before � �69�� the highest court of any State and nationally recognized in the field of municipal finance, and any opinion of Bond Counsel shall be a written opinion of such Counsel; (8) Bond Fund: the Common Revenue Bond Fund; (9) Bond Resolution: this resolution of the AUTHORITY adopted June 21, 1977, as a supplement to Basic Resolution No. 876, pursuant to which the Bonds are authorized to be issued; and all references in tris instrument to designated "Articles , " "Sections" and other subdivisions are to the designated Arti- cles, Sections and subdivisons of this instrument as originally executed, and the words "herein, " "hereof" and "hereunder" and other words of similar import refer to this resolution as a whole and not to any particular Article, Section or subdivision; (10) Bondholder: any Holder of a Bond; (11) Bonds: the Port Author�,ty of the City of Saint Paul Industrial Development Revenue Bonds, Series M, to be issued by the AUTHORITY pursuant to the Bond Resolution; (12) Common Revenue Bond Fund: the fund established under Basic Resolution No. 876 and sometimes referred to herein as the Bond Fund from which the principal of and interest on the Bonds and certain other Revenue Bonds are payable; (13) Cost: any of the cost items enumerated in Section 2.02 of the Project Covenants, sometimes collectively referred to herein as Cost of the Project; (14) Holder: the bearer of any Bond, who may be presumed by the AUTHORITY and the Paying Agent to be the owner thereof as provided in Section 2-6; (15) Lease: the Amended Lease dated August l, 1975 , as amended on November 1, 1976 , and as amended by the Aznendment To Lease, whereby the AUTHORITY leases the Project to the Tenant; (16) Paying Agent: the bank designated pursuant to this Bond Resolution as the agent of the AUTHORITY to receive and disburse the principal of and i,nterest on �the Bonds , and any duly designated successor Paying Agent; (17) Project; � (A) the "Part T �roject" as that term is defined in paragraph (34) of Exhibit C to the Lease; and -2- , (B) the "Part II Project" as that term is defined in paragraph (35) of Exhibit C to the Lease; (18) Project Equipment: all tangible personal property, fixtures and trade fixtures forming a part of the Project as defined in item (17) of this Section, whether initially, by way of substitution or otherwise and whether or not when added to the Project such equipment becomes a part of the real estate; (19) Project Improvements: that part of the Project to be financed from the proceeds of the Series M Bonds and the Series C Bonds; (20) Project Premises: the "Part I Project Premises" as that term is defined in paragraph (38) of Exhibit C to the Lease; (21) Purchaser: the Underwriter; (22) Reserve Fund: sometimes referred to as the Reserve, being the Fund so designated in Basic Resolution No. 876 and forming a part of the Bond Fund which Reserve is to be used for the payment of principal and interest on the Bonds and all other Revenue Bonds payable from the Bond Fund under the circumstances described in Basic Resolution No. 876; (23) Revenue Bonds: all revenue bonds , including the Bonds , payable frcm the Bond Fund on a parity of lien; (24) Series C Bonds: the AUTHORITY �s Industrial Develop- ment General Revenue Bonds, Series C dated August 1, 1975 authorized by Supplemental Bond Resolution No. 1003; (25) Series M Bonds: the Bonds herein authorized; (26) Series C Construction Fund: the fund created by Sec- tion 3-3 of Supplemental Bond Resolution No. 1003 to which the proceeds of the Series C Bonds and Series M Bonds, except for any accrued interest, capitalized interest and capitalized reserve are appropriated; (27) Series C Property Insurance and Award Fund: the account created by Section 3-6 of Supplemental Bond Resolution No. 1003 to which proceeds of insurance, any Condemnation award and certain other sums are to be credited; (28) Tenant: The Pillsbury Company, a Delaware corporation, its successors and assigns, and any surviving, resulting or transferee corporation or other bus�.ness entity which may assume its obligations under 4. 05 of the Lease; -3- (29) Underwriter: Miller & Schroeder Municipals , Inc. , a Minnesota corporation, its successors and assigns; (30) Underwriting Agreement: an agreement, dated June 21, 1977 , by and between the Underwriter, the AUTHORITY and the Tenant, providing in a preliminary way for the issuance of the Bonds, a copy of which is on file in the offices of the AUTHOR- ITY. 1-2. Exhibits. The following Exhibit is attached to and by reference made a part of this Bond Resolution: (1) Exhibit A: form of Temporary Bond. 1-3. Lega1 Authorization. The AUTHORITY is a body corporate and politic organized and existing under Minnesota Statutes, Chapter 458, as amended, and is a redevelopment agency within the meaning of Minnesota Statutes , Chapter 474, as amended, and is authorized under said laws to initiate and develop the Project herein referred to, and to issue and sell bonds for that purpose in the manner and upon the terms and conditions set forth in the said Chapters 474 and 458 , Basic Resolution No. 876 and this Bond Resolution. 1-4. Findings. The AUTHORITY has heretofore deter- mined, and does hereby determine, as follows: (1) the AUTHORITY' has heretofore acquired and developed land and is authorized by the Act to improve and lease the same for the public purposes expressed �,n the Act; (2) the AUTHORTTY has made the necessary arrangements with Tenant, for the establishment within the Red Rock Indus- trial District of a Project consisting of certain property to be used in connecti,on with the operation of a revenue-producing enterprise contemplated by Minnesota Statutes, Section 474.02, Subdivision l, �all as more fully described in Section 1-1 (17) , which property will be of the character and accomplish the pur- poses provided by the Act, and the AUTHORITY has by this Bond Resolution authorized execution of the Amendment To Lease and has specified the terms and conditions of the construction of the Additional Improvements and of the leasing of the Project to the Tenant; (3) in authorizing the Project including the Additional Improvements the AUTHORITY ' s pur�ose is , and in its judgment the effect thereof will be, to promote the public welfare by: in- creasing the port's volume of commerce and providing adequate dock and terminal facilities , open to al1 upon reasonable and -4- equal terms in the handling, storage, care and shipment of freight to, from and through the port; the attraction, encourage- ment and development of economically sound industry so as to prevent, so far as possible, blighted and marginal lands and areas of chronic unemployment and the emergence of such lands and areas; the development of industry to use the available resources of the community in order to retain the benefit of the commu- nity' s existing investment in educational and public service facilities and to halt the movement of talented, educated per- sonnel of mature age to other areas, thus preserving the economic and human resources needed as a base for providing governmental services and facilities; the provision of accessible employment opportunities for residents in the area; and the expansion of an adequate tax base of Ramsey County and the City of Saint Paul to �inance the increase in the amount and cost of governmental services , including educational services for the Schoo� District of the City; (4) the amount estimated to be necessary to finance Addi- tional Improvements, including the costs and estimated costs permitted by Minnesota Statutes, Section 474.05, will require the issuance, sale and del�verg of the Bonds in �the aggregate principal amount of $530 ,000 as hereinafter provided in addition to the Series C Bonds heretofore issued; (5) it is desirable, feas�ble and consistent with the objects and purposes of the �ct and Basic Resolution No. 876 to issue the Bonds for the purpose of constructingf �m�roving and installing the AddXtional Improvements; (6) the Bonds are AdditionaS Bonds wzthin the �eanzng of Section 2-2 of Basic Resolution No. 876 and are payable from revenues derived from various revenue produc�ng fac�lities of the AUTHORITY on a parity of lien with all other Revenue Bonds which have heretofore and may hereafter be issued by the AUTHOR- ITY and made payable from the Common Revenue Bond Fund; (7) the Bonds and the interest coupons appertaining thereto do not constitute an �ndebtedness of the AUTHORITY or the City of Saint Paul w�thin the meaning of an� constitutional or statutory limitation and do not constitute nor give rise to a pecuniary liability of the AUTHORITY or the City or a char�e against their general credit or taxzng powers and neither the full faith and credit nor the taxing powers of the AUTHORITY or the City is pledged for the payment of the Bonds or interest thereon; and the Additional Charges payable under the Lease and any sums credited to the Series C Property Insurance and Award Fund as provided in this Bond Resolution do not constitute Net Revenues within the meaning of Section 1-1 (22� o� Basic P.esolu- tion No. 876; -5- , ��'�� (8) the installati.on and construction of the Additional Improvements, the issuance and sale of the Bonds, the execution and delivery of the Amendment To Lease, and the performance of all covenants and agreements of the AUTHORITY contained in the Lease, Basic Resolution No. 876 , the Bond Resolution and Supple- mental Bond Resolution No. 1003 and of all other acts and things required under the Constitution and laws of the State of Minne- sota to make the Lease and the Bonds valid and binding obli- gations of the AUTHORITY in accordance with their terms , are authorized by the Act, Basic Resolution No. 876 , this Bond Resolution and Supplemental Bond Resolution No. 1003; (9) the Bonds are industrial development bonds within the meaning of Section 103 (b) of the Internal Revenue Code and are to be issued within the exemption provided under subparagraph (D) of Section 103 (b) (4) of the Code with respect to dock and wharf facilities; prov�,ded that nothing herein shall prevent the AUTHORITY from hereafter qualifying the Bonds under a different exemption if, and to the extent, such exemption is permitted by law and consistent with the objects and purposes of the Project; (10) the cost of acquisition and development of the Pro- ject site heretofore undertaken and f�,nanced by the AUTHORITY does not and shall not constitute any part of the Cost of the Project; (11) the Project is not property of the character contem- plated in Minnesota Statutes, Section 462. 356 , Subdivision 2 and has no relationship to any comprehensive municipal plan within the meaning of said Subdivision; and (12) the Underwriter has offered to purchase said Bonds in accordance with the terms and conditions of the Underwriting Agreement and this Bond Resolution. 1-5. Authorization and Ratification of Additional Improvements. The AUTHORITY has heretofore authorized and does hereby authorize the Tenant, in accordance with the provisions of Minnesota Statutes , Section 474. 03 (6) , and subject to the terms and conditions set forth in the Project Covenants , to provide for the construction, acquisition and installation of the buildings , improvements and equipment to be included in the Project under the Plans and Specifications for the Additional Improvements by such means as shall be available to the Tenant and in the manner determined by the Tenant, and without advertisement for bids as may be required for the construction and acquisition of any other -6- municipal facilities, and hereby ratifies , affirms and approves all actions heretofore taken by the Tenant consistent with and in anticipation of such authority and in compliance with the Plans and Specifications . 1-6. Additional Findings. Based on the representa- tions made to the AUTHORITY by the Tenant and investigations of the AUTHORITY 's staff, and as a basis for its findings in Section 1-4 (9) , the AUTHORITY reaffirms the findings it made in Reso- lution No. 1118 , subject to the expansion of the Project as described therein to include the Additional Improvements . -7- ARTICLE TWO THE BONDS 2-1. Basic Resolution No. 876 . The Bonds shall be issued, secured, executed and authenticated under the provisions of Basic Resolution No. 876 , and all applicable terms , covenants and conditions contained in Basic Resolution No. 876 are hereby incorporated into and made a part of this Bond Resolution the same as if said terms , covenants and conditions were set out herein in their entirety to the extent that they are not incon- sistent with those contained herein. . 2-2. Authorized Amount and Form of Bonds . The Bonds issued pursuant to this Bond Resolution shall be in substantially the form set forth herein, with such appropriate variations, omissions and insertions as are permitted or required by this Bond Resolution, and in accordance with the further provisions of this Article, and the applicable provisions of Basic Resolution No. 876 , and the total principal amount of Bonds that may be outstanding hereunder is expressly limited to $530 ,000 unless Additional Bonds are authorized as provided in Sections 2-2 and 2-3 of Bas�c Resolut�on No. 876 or duplicate Bonds are issued under Sect�on 2,5 0� Bas�c Resolut�on No. 876 . Said Bonds and the coupons appurtenant thereto sha11 be in substantially the following form: -8- UNITED STATES OF AMERICA STATE OF MINNESOTA COiJ1VTY OF RAMSEY PORT AUTHORITY OF THE CITY OF SAINT PAUL No. $5,000 INDUSTRIAL DEVELOPMENT REVENUE BOND, SERIES M KNOW ALL MEN BY THESE PRESEPITS that the Port Author- ity of the City of Saint Paul (herein called "Port Authority") , Ramsey County, Minnesota, a body corporate and politic, for value received hereby promises to pay to bearer, but only out of its Common Revenue Bond Fund, the principal sum of FIVE THOUSAND DOLLARS on the first day of August, 197 , or, if this Bond is pre- payable as stated below, on a prior date on which it shall have been duly called for redemption, and to pay interest on said principal sum solely from said fund at the rate of percent ( �) per annum from the date here- of until the principal sum ,is paid or until this Bond is duly discharged, interest being payable on February 1, 1978, and semiannualiy thereafter on August 1 and February 1 of each year, interest to maturity being represented by and payable in accordance with and upon presentation and surrender of the interest coupons appurtenant hereto. Both principal and interest are payable at The First National Bank of Saint Paul, in St. Paul, Minnesota or at the office of a successor Paying Agent duly designated by the Port Authority, in any coin or currency of the United States of America which on the respec- tive dates of payment is legal tender for public and private debts. This Bond is one of an issue in the aggregate princi- pal amount of $530 ,000 , all of like date and tenor except as to serial number, interest rate, maturity and redemption privilege, issued in accordance with Basic Resolution No. 876 , as amended, and Supplemental Bond Resolution No. 1209du1y adopted by the Port Authority, setting forth the terms and conditions upon which such Bonds are issued and describing the security therefor. The -9- Bonds of this series are issued by the Port Authority for the purpose of financing the construction and acquisition of buildings , improvements and equipment to be constructed or used on or in connection with realty and other equipment owned by the Port Authority (hereinafter collectively called Project) within the meaning of Minnesota Statutes, Section 474.02, Subdivision 1, including the payment of expenses incidental thereto, and the leasing of the Project under the provisions of the Lease, dated November 1, 1976 as amended by the Amendment To Lease, dated June l, 1977, (hereinafter called the Amended Lease) thereby assisting activities in the publ,ic ,�nterest and for the public welfare of the Port District and the City of Sa�,nt Paul. Bonds maturing in the years 1981 to 1995, both inclusive, are subject to redemption and prior payment at the call of the Port Authority in inverse order of their serial numbers on August l, 1980 and on any interest payment date thereafter at par and accrued interest plus a premium of $100.00 per Bond called if cal.led before P�ugust 1, 1985; and a premium of $50. 00 per Bond called if called on or after August l, 1985 and before August l, 1990; and no premium if called on or af ter August l, 1990 . In addition, all outstanding Bonds of this issue, in whole but not in part, are subject to redemption and prior payment at par and accrued interest on any interest payment date in the event of (1) damage to or destruction or condemnation of the Project or any part thereof to the extent provided in clauses (B) and (C) of Section 5.06 (1) of the Amended Lease or in the event of changes in the Constitution or laws of the United States or the State of Minnesota as provi,ded in clause (D) of Section 5. 06 (1) of the Amended Lease, and (2) termination of the Amended Lease by the tenant as provided in Section 5. 06 of the Amended Lease. Prior to the date on which any Bond or Bonds are redeemed .�n advance o� maturitg, the Port Authori,ty will cause notzce o� the call thereof for redemption identifying the Bonds to be redeemed to be published in a financial newspaper or periodical �,n a Minnesota city of the first class or its metropolitan area. Prior to any such redemp-- tion date such noti.ce will be mailed to the bank at which principal and interest are then payable, but publ�,shed notice alone shall be effective without mailing. All Bonds so called for redempt�.on will cease to bear interest on the specified redemption date, provided funds �or their redemption have been duly deposited. This Bond and the series of which it forms a part, and the interest coupons appertain�ng thereto, are issued pursuant to and in fu11 compliance with the Constitution and laws of the State of Minnesota, particularly Chapters 458, 474 and 475, Minnesota Statutes , and pursuant to resolutions -10- adopted and approved by the Port Authority, which resolutions authorize the issuance, execution and delivery of these Bonds as special obligations payable solely from revenues derived from various revenue producing facilities from time to time owned and leased or operated or otherwise financed by the Port Authority, as hereinafter more fully set forth. The Bonds of this issue, together with certain other Revenue Bonds of the Port Authority, are payable from a Common Revenue Bond Fund primarily funded by periodic payments (here- inafter called Available Net Revenues) which the Port Authority is entitled to receive on account of certain revenue producing facilities owned and leased or operated or otherwise financed by the Port Authority, which payments , if collected in full, will be sufficient to pay the principal of and interest on all such Bonds when due, and to maintain a Reserve therefor. The Bonds of this issue, together with such other Revenue Bonds payable from the Common Revenue Bond Fund, are further secured by an Additional Reserve Fund funded in part from Accumulated Net Revenues and to � be built up and maintained out of earnings on sums in the Common Revenue Bond Fund in the manner and to the extent provided in said Basic Resolution No. 876, as amended. Reference is made to said Resolution and to the Supplemental Bond Resolution author- izing the issuance of these Bonds for a complete statement of (a) the terms and conditions upon which the Bonds have been issued, (b) the provisions made for their security, for the issuance of Additional Bonds payable on a parity therewith, or subordinate thereto, and (c) the rights, duties and obli- gations of the Port Authority and the Holders of the Bonds from time to time. The Bonds and interest coupons appertaining thereto do not constitute an indebtedness of the Port Authority or the City of St. Paul within the meaning of any constitutional or statutory limitation and do not constitute or give rise to a pecuniary liability of the Port Authority or the City or, to the extent permitted by law, the officers , agents and employees of the Port Authority or the City, or a charge against the general credit and taxing powers of the Port Authority or the City; and neither the full faith and credit nor the taxing powers of the Port Authority or the City is pledged to the payment of the Bonds or interest thereon. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that the Port Authority has duly created said Common Revenue Bond Fund and has pledged and appropriated thereto Available Net Revenues derived by the Port Authority from various revenue producing facilities owned and leased or operated or otherwise financed by the Port Authority; that it will promptly give all notices and do all other acts and things required under the terms -11- , � �s�� of all applicable leases and agreements relating to it' s faci- lities for the performance of its obligations and for the en- forcement of a11 obligations of all other parties thereto and for the collection of a11 rentals , payments, rates and charges when due to the extent and in the manner provided in Basic Resolution No. 876, as amended, and the Supplemental Bond Resolution author- izing this issue; that this Bond is secured by a pledge of and lien upon said Available Net Revenues; that the Bonds of this issue together with other Revenue Bonds heretofore and hereafter issued on a parity therewith and made payable from the Common Revenue Bond Fund are entitled to the same parity of lien on said Available Net Revenues , a11 as more fully provided in said resolu- tions; that no Additional Bonds or other obligations will be issued and made payable from such Available Net Revenues on a parity therewith or subordinate thereto except as specifically provided in the said resolutions; that a11 acts , conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed in order to make this Bond a valid and binding special obligation of the Port Authority according to its terms have been done, do exist, have happened and have been per£ormed in regular and due form, time and manner as so required; and that the issuance of this Bond does not cause the special or general indebtedness of the Port Authority or the City of St. Paul to exceed any consti- tutional or statutory 1im�.tation. IN WITNESS WHEREOF, the Port Authority o� the City of Saint Paul has caused th�.s Bond to be executed in its behalf by the manual signature o� its President and the �acsimile signa- ture of its Secretary and sealed with a facsimile of its corporate seal, and has caused the interest coupons appuztenant hereto to be executed and authenticated by the facs�,mile s.�gnatures of said officers, and has caused this Bond to be dated as of sune 1, 1977. /s/ Facsimile (SEAL) �s/ Manual Secretary Pres dent -12- (Form of Coupon) On the first day of August (February) , 19 , un- less the Bond described below is called for earlier redemption, the Port Authority of the City of Saint Paul, Minnesota, will pay to bearer at The First National Bank of Saint Paul, in St. Paul, Minnesota, or the office of a successor Paying Agent duly de- signated by the Port Authority, but solely from its Common Revenue Bond Fund, the sum shown hereon for interest then due on its Industrial Development Revenue Bond, Series M, dated June 1, 1977. (Facsimile Signature) (Facsimile Signature) Secretary President -13- 2-3. Bond Terms . The terms and conditions of the . Bond sale shall be as follows: (1) The Bonds issued in the aggregate principal amount of $530 ,000 shall be dated �une 1, 1977, shall be in the denomi- nation of $5,000 each and numbered in order of serial numbers and shall mature on August 1 in the years and amounts set forth below, with Bonds maturing in such years and amounts bearing interest from date of issue until paid or discharged as herein provided at the annual rate set forth opposite such years and amounts, respectively: Year Aznount Rate 1978 $10,000 3. 80� 1979 15, 000 4 .00$ 1980 20 ,000 4 . 20� 1981 20 ,000 4 . 40� 1982 20 ,000 4.60� 1983 25,000 4. 80g 1984 25 ,000 5.00� 1985 25,000 5 .20� 1986 30,000 5. 40� 1987 30,000 5.60� 1988 30,000 5. 80� 1989 35 ,000 5 . 90g 1990 35 ,000 6 .00o 1991 35 ,000 6 .00� 1992 40 ,000 6 .00� 1993 40 ,000 6 .00� 1994 45 ,000 6 .00� 1995 50 ,000 6 .00� (2) The interest on the Bonds to maturity shall be evi- denced by attached interest coupons. The interest on each Bond shall be payable on February 1, 1978 and semiannually thereafter on each August 1 and February l unta�l the Bond i,s �ully paid or discharged. The principal of and interest on the Bonds shall be payable at The First National Bank of Saint Paul, in St. Paul, Minnesota or at the office of anv successor Paying Agent duly appointed by the AUTHOR2TY. (3) In the event of (a) damage to or destruction of the Project or condemnation o� the Pzoject or any part thereof to the extent provided in clauses (B) or (C) of Section 5.06 (1) of the Lease or in the event of any changes in the Constitution or laws of the United States or the State of Minnesota as pro- vided by clause (D) of Section 5. 06 (1) of the Lease and (b) the -14- termination by the Tenant of the Lease upon the occurrence of those events as provided in Section 5.06 of the Lease, the Bonds shall be redeemed by the AUTHORITY, in whole and not in part on the then next succeeding interest payment date, or if proper notice of call cannot be given before such date, on the next succeeding interest payment date, at 100� of the principal amount to be redeemed plus accrued interest to the redemption date. (4) All Bonds maturing in the years 1981 to 1995, both inclusive are subject to redemption and prior payment in whole or in part at the option of the AUTHORTTy in inverse order of their serial numbers on August l, 1980, and on any interest payment date thereafter at par and accrued interest, plus a premium of $100.00 per Bond called if called before August 1, 1985; and a premium of $50 .00 per Bond called if called on or after August 1, 1985 and before August 1, 1990; and no premium if called on or after August 1, 1990 . (5) Except as provided in this Section 2-3 (3) and (4) , the Bonds shall not be subject to redemption prior to their stated maturity date. 2-4. Execution. Each Bond shall be executed on behalf of the AUTHORITY by the manual signature of the President of the AUTHORITY and by the printed, engraved or lithographed facsimile signature of the Secretary of the AUTHORTT'Y' and the interest coupons pertaining thereto shall be executed by the printed, engraved or lithographed facsimile signatures of said officers . In the event of the disability or resignation or other absence of either such officer, the Bond and interest coupons may be signed by the manual or facsimile s�gnature, as the case �nay be, of that officer who under the Bylaws of the AUTHORITY may act in behalf of such absent or disabled officer. The Bonds may be sealed with the seal of the AUTHORITY; provided that the seal of the AUTHORITY may be a printed �acsimile and provided further that the seal may be omitted. In case any offi,cer whose signa- ture shall appear on the Bonds or coupons shall cease to be such officer before delivery of the Bonds , such signature or facsimile shall nevertheless be valid and sufficient for a11 purposes , the same as if he had remained in office until delivery. 2--5. Delive� of Bonds . Before delivery of the Bonds there shall be filed with the Secretary of the AUTHORIT'� the following items : (1) (A) an executed copy of the ?lmendment To Lease; (B) an executed copy of the short form of Amendment To Lease, with evi.dence that �,t has been recorded in the office of the County Recorder or Registrar of Tities , or both, whichever is applicable, of Ramsey County, Minnesota; -15- (2) financing statements and any amendments thereto endorsed as having been filed with the Secretary of State of Minnesota and the County Recorder or Registrar of Titles, or both, whichever is applicable, of Ramsey County, Minnesota, showing the interest of the AUTHORITY in the Project Equipment to be purchased from Bond proceeds; (3) an opznion of Independent Counsel in scope and sub- stance satisfactory to Bond Counsel that the AUTHORITY has good and marketable title to the Project Premises, free and clear of all liens and encumbrances except Permitted Encumbrances; (4) the manually-signed opinion of Bond Counsel approv- ing the legality of the Bonds; (5) an opinion of counsel for the Tenant �n a form approved by Bond Counsel; and (6) such other documents as Bond Counsel reasonably deter- mines are necessary as a precondition to the issuance of its opinion as provided in clause (4) above; provided, however, that Bond Counsel may waive the requirement that one or more of the foregoing items be filed with the AUTHOR- ITY on or prior to Bond Closing (except the item required in clause (4) above) upon the AUTHORITY and Bond Counsel receiving adequate assurances that such item or items wi11 be filed with the Secretary as soon as practicable following delivery of the Bonds. 2-6 . Ownership of Bands . The AUTHORITY and the Pay- ing Agent may deem and treat the Holder of ariy Bond, whether or not such Bond shall be overdue, and the Holder of any coupon, whether or not such coupon shall be overdue, as the absolute owner of such Bond or coupon for the purpose of receiving pay- ment thereof and for all other purposes whatsoever, and the AUTHORITY and the Paying Agent shall not be affected by any notice to the contrary. 2-7. Delivery of Temporary Bond. In order to facilitate timely delivery of the Bonds , the Underwriter may elect with respect to the Bonds to receive in lieu of the serial coupon Bonds, as set forth in Section 2-2, a single Bond in the form attached hereto as Exhibit A, which Bond sha11 upon request of the Underwriter and the printing of the appropriate serial coupon Bonds be exchanged therefor and cancelled, a11 at the expense of the Underwriter. -16- 2-8. Qualification under Section 2-2 of Basic Resolu- tion No. 876. It is hereby found, determined and declared that the Bonds shall upon their issuance grovide for additional Available Net Revenues, which if collected in full and when due will be sufficient to pay when due the principal and interest on the Bonds and shall result in the deposit at the Bond Closing in the Bond Fund from funds to which no lien has theretofore attached under Basic Resolution No. 876 of a sum equal to the maximum amount of principal and interest due on the Bonds in any future calendar year, and that all other conditions re- quired to be met under Section 2-2 of Basic Resolution No. 876 shall be met by Bond Closing. -17- '�69�� ARTICLE THREE ADDITIONAL GENERAL COVENANTS AND FUNDS 3-1. Maintenance and Repair. The AUTHORITY cove- nants that it will at a11 times cause the Tenant to maintain, preserve and keep in good condition, repair and working order the Project. 3-2. Recording and Filing. The AUTHORITY covenants that solely from available Addit onal Charges it will cause the Lease or a short form thereof and a11 supplements thereto, and all related financing statements , to be kept, recorded and filed in such manner and in such places as may be req�xired by law in order to preserve and protect fully its security interest in the Project, and will cause rerecording and refiling of each fin- ancing statement and each supplement thereto as is necessary to maintain, preserve and protect such security interest. 3-3. Series C Construction Fund. There has heretofore been created under Supplemental Bond Resolution No. 1003 a separate special construction fund designated the Series C Construction Fund. The proceeds of the Bonds (except the sums required to be deposited in the Bond Fund and the Reserve therein pursuant to Section 3-4 hereof) sha11 be deposited in said separate special Series C Construction Fund for this issue and for the Series C Bonds and shall be disbursed from said Con- struction Fund by the AUTHORITY in accordance with the provisions of this Section and Sections 2,03 and 2.04 of the Project Cove- nants. Any sums transferred from the Series C Construction Fund to the special reserve in the Seri,es C Property Insurance and Award Fund (excluding interest thereon) in accordance with Section 2.04 (2) of the Project Covenants may be used exclusively either to pay the last installments of principal and interest due on the Bonds or to help prepay or otherwise discharge all out- standing Bonds or for any other purpose authorized under Basic Resolution No. 876 , 3-4. Common Revenue Bond Fund. In addition to the sums otherwise pledged and appropriated to the Bond Fund under Basic Resolution No. 876 and all other supplemental resolutions , the AUTHORITY shall deposit in the Bond Fund forthwith upon receipt of the proceeds of the Bonds the interest accrued on the Bonds from their nominal date to the date of delivery of the Bonds to the Purchaser and Bond proceeds in the amount of $53 ,000 to be credited to the Reserve established in said Bond Fund. Thereafter all Available Net Revenues derived by the -18- �� AUTHORITY from the Project, including (a) Basic Rent and interest at the rate per annum of eight percent (8. 00�) or one half of one percent greater than the interest rate due on the outstanding Bond then bearing the highest coupon rate, whichever interest rate is higher, on any Basic Rent not paid when due, (b) any interest earned on sums in the Series C Construction Fund and credited against current installments of Basic Rent due under the Lease and (c) all other sums required to be paid into the Bond Fund under this Bond Resolution or the Lease, shall be credited to the Bond Fund as received and--are hereby pledged to the Bond Fund to the extent and in the manner provided in Basic Resolution No. 876. 3-5. Reserves. The Bond proceeds deposited in the Bond Fund a5 a cap tal zed reserve sha11 be credited to the Reserve therein, and the balance of any principal funds in the Series C Construction Fund transferred to the special reserve in the Series C Property Tnsurance and �ward �und in accordance with Section 2.04 (2) of the Pro�ect Covenants (excluding any interest earnings credited to the Bond Fund as provided in Sec- tion 3-4) and any other sums required under the Lease to be deposited in said special reserve in the Series C Property Tn- surance and Award Fund, sha11 be credited to said special re- serve. Sums credited to said Reserve in the Bond Fund and said special reserve in the Property Insurance and Award Fund shall be used in accordance with Section 3-3 and Section 1. 02 of the Lease. No earnings on sums in the Bond Fund (exclud�ng the Reserve) and the special reserve in the Property Insurance and Award Fund shall be credited aga�nst any installments of Basic Rent or otherwise accrue to the Tenant. Such earnings shall instead accrue for the benefit of and may be used for any proper corporate purpose by the AUTHORITY to the extent and in the manner provided in Basic Resolution No. 876 . The Reserve and Additional Reserve established under Basic Resolution No. 876 and other sums pledged and appropriated thereto as provided in Basic Resolution No. 876 shall secure payment of the Bonds to the extent and in the manner provided in Basic Resolution No. 876 . 3-6. Series C Property Insurance and Award Fund. There has hereto ore been created a special Ser�es C Property Tnsurance and Award Fund for the Pro�ect pursuant to Section 3-6 of the Supplemental Bond Resolution No. 1003. The provisions of said Section 3-6 shall continue to be binding upon the AUTHORITY except that the defined terms set forth in said Section 3-6 shall be as defined in this Resolution and all references to the Series C Bonds shall be deemed to include reference to the Bonds herein authorized. 3-7. Purchase of Bonds. Pursuant to written request from a Representative of the Tenant under Section 5.04 of the Lease and subject to the terms and conditions of said Section 5. 04, and upon deposit by the Tenant with the AUTHORIT'� of a sum, -19- in excess of Basic Rent and other payments then and theretofore required to be deposited in the Bond Fund, sufficient to purchase one or more Bonds , the AUTHORITY shall endeavor to purchase on terms satisfactory to the Tenant so many of the Bonds as the sum deposited wi11 permit and will use such sum and any earnings thereon for no other purpose except to reimburse the AUTHORITY for any expenses incurred in connection with such purchase. Any prepayment by the Tenant of Basic Rent as provided in Section 5. 04 of the Lease shall be credited to the Bond Fund and may be applied as provided in Section 5-3 (4) of Basic Resolution No. 876. All Bonds purchased by the AUTHORTTY shall be cancelled as soon as received. 3-8. Audit. The AUTHORITY shall have a certified audit of its funds and accounts prepared annually by an Indepen- dent Accountant. Copies of said audit shall be filed with the Underwriter, the rating bureaus , Minnesota Department of Commerce and the office of the Secretary of the AUTHORTTY. -20- ARTICLE FOUR POSSESSION, USE AND RELEASE OF PROPERTY 4.-1. Possession and Use. Subject to the terms here- of and to the pledge of rentals and profits under the Lease, until the happening of an Event of Default, the Tenant shall be permitted .to possess , use and enjoy the Project (except cash or other personal property deposited or pledged or determined by the terms hereof to be deposited or pledged to the AUTHORITY) and to receive and use the issues and profits of the Project. 4-2. Tntentionally Omitted. 4-3. Release of Encumbered Equipment. The Tenant is authorized under Section 2.04 of the Lease to remove Project Equipment from time to time, provided that the conditions set forth in said Section are me�, and in such event title to such Project Equipment sha11 automatically revert to the Tenant and the AUTHORITY shall at the request of the Tenant execute such instruments as are necessary to evidence such reversion, except that if any Project Equipment to be removed has a fair market value in excess of $1,000 the AUTHORITY sha11 first formally release the same from the AUTHORITY' s security interest there- in by execution of such documents as are necessary to effect such release and then only upon the following conditions: (1) receipt by the AUTHORITY of a written request signed by a Representative of the Tenant, describing the Pro�ect Equipment to be released and any equipment to be substituted therefor, and stating that the substituted Project Equipment is of equal or greater fair market value than that replaced, or if of lesser value setting forth the fair market value of the substituted Project Equipment and the amount of cash to be paid to the AUTHORITY pursuant to Section 2.04 of the Lease, or if no Project Equipment is to be substituted, the amount of cash to be paid to the AUTHORITY pursuant to Section 2.04 of the Lease; (2) receipt by the AUTHORITY of any cash requ�red to be paid to the AUTHORITY under Section 2. 04 of the Lease and of the instruments , if any specified in the opinion of Independent Counsel referred to in the following clause (3) ; (3) if other Project Equipment is substituted for the removed Project Equipment, receipt by the AUTHORITY of an opinion of Independent Counsel specifying the supplemental financing -21- statements and other instruments which will be sufficient to subject the property to a security interest in favor of the AUTHORITY, and stating tnat all recordations and filings of the instruments so specified which are required to perfect such security interest as a direct and valid lien, subject only to Permitted Encumbrances have been effected. 4-4. Intentionally Omitted. -22- ARTICLE FIVE SUPPLEMENTAL AND AD'IENDATORY RESOLUTIONS 5-1. Supplemental and Amendatory Resolutions Not Requiring Consent of Bondholders. The AUTHORITY may, from time to time and at any time, without the consent of or notice to any of the holders of any Revenue Bonds, and when so required by this Bond Resolution shall adopt a resolution or resolutions supplemental to or amendatory of this Bond Resolution as shall not be inconsistent with the terms and provisions of Basic Resolution No. 876 so as to thereby (1) permit the issuance of Additional Bonds as provided in Sections 2�2, 2-3 and 2-5 of Basic Resolution No. 876 , (2) cure any ambiguity or formal defect or omission in this Bond Resolution or in any supple- mental resolution, (3) grant for the benefit of the holders of any Revenue Bonds or any Holders of the Bonds herein authorized any additional rights , remedies, powers, authority or security that may lawfully be granted to or conferred upon such holders , (4) substitute or add additional equipment, machinery or land or to release land or property in the manner specifically provided herein or to more precisely identify any equipment or machinery forming a part of the Project, (5� modify, eliminate and/or add to the provisions of th�s Bond Resolution to such extent as shall be necessary to prevent any interest on the Bonds from becoming taxable under the Federal income tax laws or to allow for the Bonds to be qualified under a d�fferent exemption under Section 103 (b) of the Internal Revenue Code, (6) make any other change deemed by the AUTHORZT� necessary to reconcile the Bond Resolution with the Lease or any amendment thereto or (7) make any other change to the Bond Resolution which in the reasonable judgment of the AUTHORZTY is not to the prejudice of any holders of Revenue Bonds . 5-2. Supplemental and Amendatory Resolutions Re- quiring Consent of Bondholders . Exclusive of supplemental and amendatory resolutions covered by Section 5-1 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the AUTHORITY upon recei,pt of an instrument evidencing the consent to the below,mentioned supplemental or amendatory resolution by the Holders of not less than fifty,one percent (51�) of the aggregate principal amount of the Bonds outstanding, secured in accordance with the provisions of Secti,ons 7-1 and 7-2, sha11 adopt such other resolution or resolutions supple- mental or amendatory thereto as shall be deemed necessary and desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Bond Resolution or �,n any -23- supplemental or amendatory resolution; provided, however, that nothing herein contained shall permit or be construed as per- mitting, (1) any amendment which is inconsistent with the terms and conditions of Basic Resolution No. 876, (2) an extension of the maturity of the principal of or the interest on any Bond or coupon not held by a consenting Holder, or (3) a re- duction in the principal amount of any Bond or the rate of interest due on any coupon not held by a consenting Holder, or (4) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, except as otherwise provided herein, or (5) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental or amendatory resolu- tion or (6) the subordination or release of the AUTHORITY's title to and security interest in the Project, except as other- wise provided herein or in the Lease or any amendment thereto made without Bondholder consent under Section 6,1, without the consent of the Holders of one hundred percent (100�) of the principal amount of the Bonds (or, in the case of an amendment described in clause (1) , all Revenue BondS payable from the Bond Fund) then outstandi,ng ("100� Bondholder Consent") secured in accordance with Section 7-1. Anything herein to the contrary notwithstanding, a supplemental or amendatcry resolution under this Article Fi,ve which adversely affects the rights of the Tenant under the Lease shall not become effeetive unless and until the Tenant shall have consented in writing to the adopti,on and delivery of such resolution, except supplemental resolutions delivered in connection with any Revenue Bonds issued to complete the Project in accordance with the Plans and Specificati,ons . In this regard, the AUTHORITY shall cause noti.ce of the proposed adoption of any such supplemental or amendatory resolut�,on, together with a copy of the propo5ed amendatory resolut,ion, to be mailed by certified or registered mail to the Tenant at least twenty (20) days prior to the proposed date of adoption of any such amendatory resolution. The Tenant sha11 be deemed to have consented to the adoption o� any such resolution i� the AUTHOR� ITY does not receive a letter signed by a Representative of the Tenant of protest or objection thereto on or before 4: 30 o' clock P.M. , Central Standard or Central Daylight time, whichever is then in effect, on the fifteenth day after the mailing of said notice and a copy of the proposed resolution to the Tenant un- less such fifteenth day fa11s on Sunday or legal holiday in which event the letter of ob�ection must be received on the next succeeding business day. -24- ��,�� ARTICLE SIX AMENDMENTS TO LEASE 6-1. Amendmer,ts Without Bondholder Consent. The AUTHORITY and the Tenant may without the consent of or notice to any of the holders of Revenue Bonds consent to any amend- ment, change or modification of the Lease to effect any change therein which in the reasonable judgment of the AUTHORITY does not jeopardize the exemption of interest on any Revenue Bonds from federal or state income taxation and is consistent with the terms and conditions of Basic Resolution No. 876 and this Bond Resolution, including but not limited to changes for the fol- lowing purposes: (1) to facilitate (a) the conveyance for access or utility services and the release of the affected land or the granting of any other easement or the subordination of the rights of the Tenant and the AUTHORITY under the Lease to such easement as provided in Section 4-2, (b) the release of Project Equipment as provided in Section 4-3 , or (c) the issuance of Additional Bonds without the consent of any holders of Revenue Bonds as provided by Sections 2-2, 2-3 and 2-5 of Basic Resolution No. 876; (2) which may be requi,red by the provisions of the Lease or this Bond Resolution; (3) for the purpose of curi.ng any ambiguity or formal defect or omission; (4) in connection with anX property or equipment acquired and which constitutes a paxt of the Project, including the Pro- ject Equipment described in Exhibit B to the Lease, so as to more precisely identify the same or substitute or add addi- tional Project Equipment supplied pursuant to the Lease; (5) to reconcile the Lease with any supplement or amend- ment to the Bond Resolution; or (6) to effect any other change therein which in the rea- sonable judgment of the AUTHORITY is not to the prejudice of any holders of the Revenue Bonds . -25- 6-2. Amendments Requiring Bondholder Consent. Nei- ther the AUTHORITY nor the Tenant shall consent to any amend- ment, change or modification of the Lease which in the reason- able judgment of the AUTHORITY jeopardizes the tax exempt status of the interest on the Bonds or is inconsistent with the terms and conditions of Basic Resolution No. 876 , without publication of notice and the written approval or consent of the holders of outstanding Revenue Bonds adversely affected thereby procured as provided in Sections 7-1 and 7-2. Tf at any time the Tenant shall request the consent of the AUTHORITY to any such proposed amendment, change or modification of the Lease, the AUTHORITY shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be published in the same manner as provided in Section 7-2. -26- ARTICLE SEVEN � MTSCELLANEOUS 7-1. Consent of Bondholders. Any consent, request, direction, approval, ob�ection or other instrument required by this Bond Resolution to be signed and executed by any holders of Revenue Bonds may be in any number of concurrent writings of similar tenor and must be signed and in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any agent and of the ownership of Revenue Bonds , if made in the following manner, sha11 be sufficient for any of the purposes of this Bond Resolution, and sha11 be conclusive in favor of the AUTHORITY with regard to any action taken by it under such request or other instrument, namely: (1) The fact and date of the execution b� any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledge- ments within said jurisdiction that the person signing such writing acknowledged before him the excution thereof, or by an affidavit of any w�tness to such execution. (2) The fact of the holding by any person of Revenue Bonds� and/or coupons and the amounts and numbers of such Revenue Bonds, and the date of the holding of the same, may be proved by a certificate executed by any trust company, bank or banker, wherever situated, stating that at the date thereof the party named therein did exhibit to an officer of such trust company or bank or to such banker, as the property of such party, the Revenue Bonds and/or coupons therein mentioned if such certificate shall be deemed by the AUTHORITY to be satis- factory. The AUTHORITY may, in its discretion, require evidence that such Revenue Bonds have been deposited with a bank, banker or trust company, before taking any action based on such ownership. 7-2. Notice of Amendments . If at any time the AU-- THORITY desires to adopt any supplemental or amendatory resolu- tion or amend the Lease as her.ein provided without consent of all of the holders of outstanding Revenue Bonds , unless consent of and notice to any of the Bondholders is not required, the AUTHORITY shall cause notice of the proposed resolution or amendment to be published at least once in a financial periodical or newspaper o� general circulation pub- lished in a Minnesota City of the first class or its metropolitan area. Such notice shall briefly set forth the nature of the -27- proposed resolution or amendment and shall state that copies thereof are on file at the principal office of the AUTHORITY for inspection by all holders. The AUTHORTTY shall not, however, be subject to any liability to any holder by reason of its failure to publish such notice, and any such failure shall not affect the validity of such resolution or amendment when consented to and approved as herein provided. If the holders of not less than the requisite percentage in aggregate principal amount of Revenue Bonds outstanding at the time have consented to and approved the adoption thereof as provided in this Bond Resolution, no holders of any Revenue Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof or in any manner question the propriety of the adoption thereof, or to enjoin or restrain the AUTHORITY or the Tenant from adopting or executing the same or from taking any action pursuant to the provisions thereof. 7-3 . Severability. If any provision of this Bond Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances sha11 not have the effect of rendering the provision in question inoperative or unen- forceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever and shall not affect the remaining portions of this Bond Resolution or any part thereof. 7-4. Limitation of Liability. To the extent permitted by law, no provision, covenant nor agreement contained in this Bond Resolution shall give rise to or impose upon the City or the AUTHORTTY or any of its officers, employees or agents any pecun- iary liability. 7-5. Authentication of Transcript. The officers of the AUTHORITY are directed to furnish to the attorneys approving the legality thereof, certified copies of fihis Bond Resolution and all documents referred to herein, and affidavits or certi- ficates as to all other matters which are reasonably necessary to evidence the validity and marketability of the Bonds . All such certified copies, certificates and affidavits , including any heretofore furnished, sha11 constitute recitals of the AUTHORITY as to the correctness of all statements contained therein. 7-6. Registration of Bond Resolution. The Secretary of the AUTHORITY is authorized and directed to cause a copy of this Bond Resolution to be filed with the County Auditor of -28- . �6��45 Ramsey County, and to obtain from said County Auditor a certi- ficate that the issue of Bonds hereunder has been duly entered upon his bond register. 7-7. A proval of Tenant. Tenant has examined and given approval o�Bond Resolution and all terms hereof and approves the sale of the Bonds as provided for herein for the price and terms set forth herein. 7-8. Authorization to Execute Amendment To Lease and Incidental Documents . The Amendment To Lease between the AUTHORTTY and the Tenant is hereby approved in substantially the form now on file in the office of the AUTHORITY; and the Pre- sident and Secretary of the AUTHORITY are authorized to execute the same in the name of and on behalf of the AUTHORITY and such other documents , including Underwriting Agreement and the official statement to be used by the Underwriter in marketing the Bonds, as Bond Counsel or Independent Counsel conside.r appropriate for Bond Closing. In the event of the disability or the resignation or other absence of the President or Secretary of the AUTHORITY, such other officers of the AUTHORZTY who may act in their behalf shall without further act or authorization of the AUTHORITY do all things and execute a11 instruments and documents required to be done or to be executed by such absent or disabled officials . 7-9 . Purchase of Bonds. The proposal of Miller & Schroeder Municipals , Inc. , to purchase $530,000 Port P�uthor- ity of the City of Saint Paul Industrial Development Revenue Bonds, Series M, authorized pursuant to this Bond Resolution at a price of $514,100 plus accrued interest on $530 ,000 from the date of said Bonds to the date of delivery at the coupon rates above specified is hereby accepted. 7-10. City Council Approval. Notwithstanding any other provisions herein to the contrary, the provisions of this Bond Resolution shall not be effective until the City Council has, pursuant to Laws of Minnesota, 1976 , Chapter 234 , consented to the issuance of the revenue bonds herein contemplated and any additional bonds which the AUTHORITY may from time to time deem necessary to complete the Project or to refund such revenue bonds; and for such purpose the Executive Vice President of the AUTHORITY is hereby authorized and directed to forward to the City Council copies of this resolution and any additional avail- able information the City Counc�l may request. _29_ ADOPTED: June 21, 1977 EFFECTIVE DATE: date of approval of City Council of the City of Saint Paul. , j� c �. Presid of the Port Authority of City of Saint Paul Attest: � 1� � Sec etary � � � -30- EXHIBIT A UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY PORT AUTHORITY OF THE CITY OF SAINT PAUL $530 ,000 INDUSTRTAL DEVELOPMENT REVENNUE BOND, SERIES M KNOW ALL MEN BY THESE PRESENTS that the Port Author- ity of the City of Saint Paul (herein called "Port Authority") , Ramsey County, Minnesota, a body corporate and politic, for value received hereby promises to pay to Mi11er & Schroeder Municipals , Inc. , but only out of its Common Revenue Bond Fund, the principal sum of $530,000 on the first day of August in the years and installments , with interest thereon from date of issue until paid or duiy discharged, as follows: Maturity and Interest Schedule of Series M Industrial Development Revenue Bonds Interest shall be payable on February 1, 1977, and semiannually thereafter on August 1 and February 1 of each year. Both princi- pal and interest are payable at The First National Bank of Saint Paul, in St. Paul, Minnesota or at the office of a successor Paying Agent duly designated by the Port Authority in any coin or currency of the United States of America which on the respective dates of payment is legal tender tor public and private debts . This Bond has been issued in accordance with Basic Resolution No. 876 , as amended, and Supplemental Bond Resolution No. 1209 , duly adopted by the Port Authority, setting forth the terms and conditions upon which such Bond is issued and describing the securit�r therefor. The Bond is issued by the Port Authority for the purpose of financing the construction and acquisition of buildings , improvements and equipment to be con- structed or used on or in connection with realty and other equip- ment owned by the Port Authority (hereinafter collectively called A-1 . Project) within the meaning of Minnesota Statutes , Section 474.02, Subdivision l, including the payment of expenses in- cidental thereto, and the leasing of the Project under the pro- visions of an Lease, dated November l, 1976 as amended by an Amendment To Lease dated June 1, 1977, (hereinafter called the Amended Lease) thereby assisting activities in the public in- terest and for the public welfare of the Port District and the City of Saint Paul. Installments of principal maturing in the years 1981 to 1995, both inclusive, are subject to redemption and prior payment at the call of the Port Authority in inverse chrono- logical order on August l, 1980 and on any interest payment date thereafter at par and accrued interest plus a premium of $100.00 per installment called if called before August l, 1985;. and a premium of $50.00 per installment called if called on or after August 1, 1985. In addition, all outstanding installments of this issue, in whole but not in part, are subject to redemption �and prior payment at par and accrued interest on any interest payment date in the event of (1) damage to or destruction or condemnation of the Project or any part thereof to the extent provided in clauses (B) and (C) of Section 5.06 (1) of the Amended Lease or in the event of changes in the Constitution or laws Qf the United States or the State of Minnesota as provided in clause (D) of Section 5.06 (1) of the Amended Lease, and (2) termination of the Amended Lease by the tenant as provided in Section 5.06 of the Amended Lease. Prior to the date on which any installment or installments are redeemed in advance of maturity, the Port Authority will cause notice of the call thereof for redemption identifying the installments to be redeemed to be published in a financial newspaper or periodical in a Minnesota city of the first class or its metropolitan area. Prior to any such redemp- tion date such notice will be mailed to the bank at which princi- pal and interest are then payable, but published notice alone shall be effective without mailing. All installments of prin- cipal. so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption have been duly deposited. This Bond is issued pursuant to and in full compli- ance with the Constitution and laws of the State of Minnesota, particularly Chapters 458, 474 and 475, Minnesota Statutes , and pursuant to resoluti,ons adopted and approved by the Port Author- ity, which resolutions authorize the issuance, execution and delivery of this Bond as a special obligation payable solely from revenues derived from various revenue producing facilities from time to time owned and leased or operated or otherwise financed by the Port Author�.ty, as hereinafter more fully set forth. A-2 This Bond, together with certain other Revenue Bonds of the Port Authority, is payable from a Common Revenue Bond Fund primarily funded by certain Available Net Revenues which the Port Authority is entitled to receive on account of certain revenue producing facilities owned and leased or operated or otherwise financed by the Port Authority, which payments, if collected in fu11, will be sufficient to pay the principal of and interest on all such Bonds when due, and to maintain a Reserve therefor. This Bond, together with such other Revenue Bonds payable from the Common Revenue Bond Fund, are further secured by an Additional Reserve Fund funded in part from Accumulated Net Revenues and to be built up and maintained out of earnings on sums in the Common Revenue Bond Fund in the manner and to the extent provided in said Basic Resolution No. 876, as amended. Reference is made to said Resolution and to the Supplemental Bond Resolution authorizing the issuance of this Bond for a complete statement o€ (a) the terms and conditions upon which this Bond has been issued, (b) the provisions made for its security, for the_issuance of Additional Bonds payable on a parity therewith, or subordinate thereto, and (c) the rights, . duties and obligations of the Port Authority and the Holders of the Bonds from time to time. This Bond does not constitute an indebtedness of the Port Authority or -the City of St. Paul within the meaning of any constitutional or statutory limitation and does not constitute or give rise to a pecuniary liability of the Port Authority or the City or, to the extent permitted by law, the officers , agents and employees of the Port Authority or the City, or a charge against the general credit and taxing powers of tYie Port Authority or the City; and neither the full faith and credit nor the taxing powers of the Port Authorit�r or the City is pledged to the payment of the Bond or interest thereon. IT TS HEREBY CERTIFIED, RECITED AND DECLARED that the Port Authority has duly created said Common Revenue Bond Fund and has pledged and appropriated thereto Available Net Revenues derived by the Port Authority from various revenue producing facilities owned and leased or operated or otherwise financed by the Port Authority; that it will promptly give a11 notices and do all other acts and things required under the terms of all applicable leases and agreements relating to it' s faci, lities for the performance of its obligations and �or the en-- forcement of all obligations of all other parties thereto and for the collection of all rentals , payments , rates and charges when due to the extent and in the manner provided in Basic Resolution No. 876 , as amended, and the Supplemental Bond Resolution author- izing this issue; that this Bond �s secured by a pledge of and A-3 ' . lien upon said Available Net Revenues; that this Bond together with other Revenue Bonds heretofore and hereafter issued on a parity therewith and made payable from the Common Revenue Bond Fund are entitled to the same parity of lien on said Avail- able Net Revenues, all as more fu11y provided in said resolu- tions; that no Additional Bonds or other obligations wi11 be issued and made payable from such Available Net Revenues on a parity therewith or subordinate thereto except as specifically provided in the said resolutions; that a11 acts, conditions and things reguired by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed in order to make this Bond a valid and binding special obligation of the Port Authority according to its terms have been done, do exist, have happened and have been performed in regular and due form, time and manner as so required; and that the issuance of this Bond does not cause the spec�al or general �ndebtedness of the Port Authority or the City of St. Paul to exceed any consti- tutional or statutory limitation. IN WTTNESS WHEREOF, the Port Authority of the City of Saint Paul has caused this Bond to be executed in its behalf by the manual signatures of �ts President and Secretary, and sealed with its corporate seal, and has caused this Bond to be dated as o� June 1, 1977 . � ,/ ` � �"(�G CSEAL�. ` : ec e ary Pxes�,dent ( � A-4