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3. Conversion. Pursuant to the Indenture and a Forward Bond Purchase Agreement, dated on
<br />or after December 1, 2024 (the "Forward Bond Purchase Agreement"), to be entered into between the City,
<br />the Borrower, Barings Affordable Housing Mortgage Fund III LLC, or an entity affiliated therewith or
<br />related thereto (the "Permanent Lender"), and the Trustee, the Bonds will convert from construction
<br />financing to permanent financing (the "Conversion"). Upon the satisfaction of certain conditions to
<br />Conversion set forth in the Indenture and the Forward Bond Purchase Agreement, (i) the Bonds shall be
<br />subject to mandatory tender, (ii) the purchase price of the Bonds shall be paid with amounts on deposit with
<br />the Trustee, (iii) the Bonds shall convert to permanent financing; and (iv) the Bonds registered in the name
<br />of and delivered to the Permanent Lender. In connection with Conversion, the Borrower will execute and
<br />deliver an Amended and Restated Promissory Note (the "Amended and Restated Promissory Note") in
<br />favor of the City to continue to secure its obligations under the Loan Agreement which will be assigned by
<br />the City to the Trustee (the "Amended and Restated Assignment of Note"). The Amended and Restated
<br />Promissory Note will replace and supersede the Promissory Note.
<br />4. Authorization of Bonds. For the purposes set forth above, there is hereby authorized the
<br />issuance, sale, and delivery of the Bonds in one or more series in a principal amount not to exceed
<br />$45,000,000. The Bonds shall bear interest at the rates, shall be designated, shall be numbered, shall be
<br />dated, shall mature, shall be in the aggregate principal amount, shall be subject to redemption prior to
<br />maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in
<br />the Indenture, in substantially the form now on file with the City, with any necessary and appropriate
<br />variations, omissions, and insertions (including but not limited to changes to the aggregate principal amount
<br />of the Bonds, the stated maturity of the Bonds, the interest rate or rates on the Bonds and the terms of
<br />redemption of the Bonds) as are approved as evidenced by the execution thereof as provided in this Section
<br />and Sections 2 and 3. The City hereby authorizes the Bonds to be issued, in whole or in part, as "tax-
<br />exempt bonds," the interest on which is excludable from gross income for federal and State of Minnesota
<br />income tax purposes; provided that, if necessary, certain Bonds may be issued as taxable obligations.
<br />The Council hereby authorizes and directs the execution of the Bonds in accordance with the terms
<br />of the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants,
<br />rights, obligations, duties, and agreements of the owners of the Bonds, the City, and the Trustee as set forth
<br />therein. The Trustee is hereby appointed as the Paying Agent and the Bond Registrar for the Bonds.
<br />All of the provisions of the Bonds, when executed as authorized herein, shall be deemed to be a
<br />part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full
<br />force and effect from the date of execution and delivery thereof. The Bonds shall be substantially in the
<br />form in the Indenture on file with the City, which form is hereby approved, with such necessary and
<br />appropriate variations, omissions, and insertions (including but not limited to changes to the aggregate
<br />principal amount of the Bonds, the stated maturities of the Bonds, the interest rates on the Bonds and the
<br />terms of redemption of the Bonds) as the Mayor and the City Administrator (the "City Officials"), in their
<br />discretion, shall determine. The execution of the Bonds with the manual or facsimile signatures of the City
<br />Officials and the delivery of the Bonds by the City shall be conclusive evidence of such determination.
<br />Upon Conversion, Bonds for the permanent financing shall bear interest at the rates, shall be
<br />designated, shall be numbered, shall be dated, shall mature, shall be in the aggregate principal amount, shall
<br />be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details,
<br />and provisions as are prescribed in the Indenture, in substantially the form now on file with the City, with
<br />necessary and appropriate variations, omissions, and insertions (including changes to the aggregate
<br />principal amount of the Bonds, the stated maturity of the Bonds, the interest rates on the Bonds and the
<br />J terms of redemption of the Bonds) as are approved as evidenced by the execution thereof as provided in
<br />Section 7.
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<br />SA130-295-988488.v2
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