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

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FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered into as of the day of April, 2010 by and between the CITY OF RAMSEY, MINNESOTA, a municipal corporation in the State of Minnesota (the "Issuer"), and KILKENNY LIMITED LIABILITY COMPANY, a Minnesota corporation (the "Company") with the agreement of U.S. BANK NATIONAL ASSOCIATION (the "Trustee"), and with the consent of Associated Bank Minnesota, National Association, a national banking association, in its capacity as the Reimbursement Bank and Dougherty & Company LLC as Remarketing Agent and as Holder of 100% of the Outstanding principal amount of the Bonds. RECITALS: 1. The Issuer has issued its $3,810,000 Variable Rate Demand Industrial Development Revenue Bonds (Kilkenny Limited Liability Company Project), Series 2001 (the "Bonds"), pursuant to the Indenture of Trust dated as of June 1, 2005 between the Issuer and the Trustee (the "Original Indenture"). 2. The Issuer and the Company have entered into a Loan Agreement dated as of June 1, 2005 (the "Original Loan Agreement") whereby, among other things, the Company agreed to pay the principal and interest and premium, if any, due on the Bonds. 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 Issuer and the Trustee, with the agreement of the Company and the Reimbursement Bank, have entered into a First Supplemental Indenture of Trust of even date herewith (the "First Supplemental Indenture" and together with the Original Indenture, the "Indenture") to provide for the issuance by the Federal Home Loan Bank of Chicago ("FHLBC") of an Irrevocable Confirming Letter of Credit of even date herewith in favor of the Trustee (the "Confirming Letter of Credit"), to make certain changes to the maturity schedule for the Bonds and certain other changes. The parties hereto wish to do the same with respect to the Loan Agreement. 6. The Original Loan Agreement, as amended by this Amendment is hereafter defined as the "Loan Agreement". 7. Unless the context clearly indicates the contrary, capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Original 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: 2496623v1