Agenda - Council - 04/27/2010 - Laserfiche WebLink

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FIRST SUPPLEMENTAL INDENTURE OF TRUST THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST (this "Supplement") dated as of April =, 2010, by and between the City of Ramsey, Minnesota, a municipal corporation in the State of Minnesota (the "Issuer"), and U.S. Bank National Association, a national banking association duly established, existing and authorized to accept and execute trusts of the character herein set out, with its principal office in St. Paul, Minnesota (the "Trustee"), with the consent of Associated Bank Minnesota, National Association, a national banking association, in its capacity as the Reimbursement Bank (as defined below), and the consent of Dougherty & Company, LLC, as the Remarketing Agent (as defined below) and as Holder of 100% of the Outstanding principal amount of the Bonds (as defined below): RECITALS 1. The Issuer and the Trustee entered into an Indenture of Trust dated as of June 1, 2005 (the "Original Indenture"), pursuant to which the Issuer issued its $3,810,000 Variable Rate Demand Industrial Development Revenue Bonds (Kilkenny Limited Liability Company Project), Series 2005 (the "Bonds"); and 2. The Issuer loaned the proceeds of the Bonds to Kilkenny Limited Liability Company (the "Company") pursuant to a Loan Agreement dated as of June 1, 2005 between the Issuer and the Company (the "Original Loan Agreement") to finance acquisition, renovation and equipping of a manufacturing facility (the "Project"). Repayment of the Bonds is secured by a Letter of Credit (the "Letter of Credit") issued by Associated Bank, National Association (in its capacity as issuer of the Letter of Credit, the "Bank"). 3. Dougherty & Company, LLC (the "Remarketing Agent") is the sole Holder of 100% of the Outstanding principal amount of the Bonds. 4. The Company and the Bank have made arrangements with the Federal Home Loan Bank of Chicago to issue its Irrevocable Confirming Letter of Credit of even date herewith in favor of the Trustee (the "Confirming Letter of Credit"). 5. The Company has also requested certain other changes be made to the maturity schedule of the Bonds and timing of the Computation Date, as defined in the Original Indenture. 6. For purposes of this Supplement, the Original Indenture and this Supplement are hereinafter collectively referred to as the "Indenture." NOW, THEREFORE, in consideration of $1.00 and other good and valuable consideration and the premises contained herein, the parties hereto agree as follows: 2496622v1