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RESOLUTION AUTHORIZING THE ISSUANCE OF <br />COMMERCIAL DEVELOPMENT REVENUE REFUNDING BONDS <br />TO REFINANCE A PROJECT UNDER <br />MINNESOTA STATUTES, CHAPTER 469 <br />(RLF OF MINNESOTA PROJECT) <br />BE IT RESOLVED by the Council of the City of Little <br />Canada, Minnesota (the "City "), as follows; <br />1. The Council has received a proposal from RLF of <br />Minnesota, a Minnesota general partnership (the "Company ") that <br />the City undertake to refinance in whole or in part the costs of <br />a certain Project, as herein described, pursuant to Minnesota <br />Statutes, Sections 469.152 through 469.165 (the "Act "), through <br />issuance by the City of its Commercial Development Revenue <br />Refunding Bonds, Series 1993 (RLF of Minnesota Project) (the <br />"Bonds "), not to exceed $1,965,000 and in accordance with a Bond <br />Purchase Agreement (the "Purchase Agreement ") between the City, <br />the Company and PBS Investment Services, Inc. (the <br />"Underwriter "). <br />2. The proceeds of the Bopds will be used by the <br />Company to refund the outstanding principal balance of its <br />Commercial Development Revenue Bonds, Series 1985 (RLF of <br />Minnesota Project) which were issued to acquire certain real <br />estate and construct thereon a building containing approximately <br />85,000 square feet and related improvements and equipment <br />suitable for use as an office /warehouse facility and to discharge <br />the Indenture relating thereto (hereinafter referred to <br />collectively as the "Project "). <br />3. It is proposed that, pursuant to a Loan Agreement <br />to be dated as of March 1, 1993, between the City as Lender and <br />the Company as Borrower (the "Loan Agreement "), the City loan the <br />proceeds of the Bonds to the Company to refinance the cost of the <br />Project. The basic payments to be made by the Company under the <br />Loan Agreement are fixed so as to produce revenue sufficient to <br />pay the principal of, premium, if any, and interest on the Bonds <br />when due. It is further proposed that the City assign its rights <br />to the basic payments and certain other rights under the Loan <br />Agreement to First Trust National Association, in St. Paul, <br />Minnesota (the "Trustee ") as security for payment of the Bonds <br />under an Indenture of Trust to be dated as of March 1, 1993 (the <br />"Indenture "). The Company will grant a mortgage and security <br />interest in the Project to the Trustee pursuant to a Mortgage and <br />Security Agreement to be dated as of March 1, 1993 (the <br />"Mortgage ") and to further secure the payment of the Bonds and <br />the interest thereon, has entered into an Assignment of Leases <br />235981 <br />2 <br />Page 20 <br />