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

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protection of the Indenture. The Bonds are issued by the Issuer for the purpose of financing a project within the meaning of Minnesota Statutes, Section 469.153 Subd. 2(a)(1), consisting of the acquisition, renovation and equipping of an approximately 108,000 square foot manufacturing facility located as 6400 Banker Lake Boulevard in Ramsey, Minnesota (the "Project") owned by Kilkenny Limited Liability Company, a Minnesota limited liability company (the "Company"), by making a loan (the "Loan") of the proceeds of the Bonds to the Company. The Company has agreed under the Loan Agreement dated as of June 1, 2005, between the Issuer and the Company, as amended by the First Amendment to Loan Agreement between the Issuer and the Company (collectively, the "Loan Agreement") to repay the Loan, together with interest thereon, in amounts and at times sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same shall become due and payable (the "Basic Payments"). Pursuant to the Indenture, the Issuer has assigned and pledged to the Trustee, for the equal and ratable benefit of the Holders of the Bonds, the Basic Payments due under the Loan Agreement. [3] Payment of the Bonds is further secured by an irrevocable letter of credit dated as of the date of original issue (such Letter of Credit or any alternate Letter of Credit delivered in accordance with the Loan Agreement and Indenture are hereafter collectively referred to as the "Letter of Credit") issued by Associated Bank, National Association (together with the issuer of any alternate Letter of Credit delivered in accordance with the Loan Agreement are hereafter collectively referred to as the "Bank") in favor of the Trustee, obligating the Bank to pay to the Trustee during the periods described therein, upon request and in accordance with the terms thereof and of the Loan Agreement and the Indenture, the amounts described therein for the purpose of making certain payments on or with respect to the Bonds and an Irrevocable Confirming Letter of Credit dated April , 2010 issued by the Federal Home Loan Bond of Chicago in favor of the Trustee (the "Confirming Letter of Credit"). The Company and Associated Bank Minnesota, National Association (the "Reimbursement Bank") have entered into a Reimbursement Agreement dated as of June 1, 2005 (as amended and together with any reimbursement agreement relating to any alternate Letter of Credit, the "Reimbursement Agreement") providing for repayment of the amounts drawn under the Letter of Credit and other provisions relating to the Company and the Project. Reference is hereby made to the Loan Agreement, Reimbursement Agreement, Letter of Credit and Indenture, including all indentures supplemental thereto, for a description of the property encumbered and assigned, the provisions, among others, with respect to the nature and extent of the security, the rights of the Issuer, and the rights, duties and obligations of the Company, the Trustee, the Bank and the Holders of the Bonds and the terms upon which the Bonds are issued and secured. [4] The term "Business Day" shall mean a day other than a Saturday, Sunday, legal holiday or other date on which banking institutions in Minneapolis or St. Paul, Minnesota, are authorized or required by law to close. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Bond, is not a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day. [5] The Company has caused to be delivered to the Trustee the Letter of Credit and the Confirming Letter of Credit. The Trustee is entitled under the Letter of Credit to draw up to (a) an amount sufficient (i) to pay the principal of the Bonds or (ii) to enable the 2496622v1 5