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

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Section 1.1. Definitions. Section of the Original Loan Agreement is hereby amended to add or amend, as appropriate the following definitions: Principal Payment Date: December 1, 2023. Section 1.2. Representations by the Company. The following paragraphs are hereby added to the end of Section 2.2 of the Original Loan Agreement: "(16) The Company is a limited liability company duly organized, in good standing and is qualified under the laws of the State of Minnesota, has power to enter into the First Supplemental Indenture and this First Amendment to Loan Agreement (collectively, the "2010 Documents") and by proper action of its governing body has authorized the execution and delivery of the 2010 Documents. (17) The execution and delivery of the 2010 Documents, the consummation of the transactions contemplated hereby and thereby, and the fulfillment of the terms and conditions hereof and thereof do not and will not conflict with or result in a breach of any of the terms or conditions of the organizational documents of the Company or of any restriction or of any agreement or instrument to which the Company is now a party, and do not and will not constitute a default under any of the foregoing, or result in the creation or imposition of any liens, charges or encumbrances of any nature upon any of the property or assets of the Company contrary to the terms of any instrument or agreement. (18) The Company has obtained all requisite approvals of the State of Minnesota and other federal, state, regional and local governmental bodies for the sale and issuance of the Series 2010 Bonds and application of the proceeds thereof as contemplated by the 2010 Documents; the Facilities comply with all applicable federal, state and local zoning and subdivision laws, regulations, codes and ordinances, and, to the best of the Company's knowledge, will be in compliance with applicable federal, state and local environmental, pollution control and building laws, regulations, codes and ordinances. (19) The Company reaffirms each of the representations and warranties set forth in Section 2.2 of the Original Loan Agreement." Section 1.3. Draws Under the Confirming Letter of Credit. All moneys drawn under the Confirming Letter of Credit shall be treated under the Loan Agreement as moneys drawn under the Letter of Credit. Section 1.4. Assurance of Tax Exemption. The Company reaffirms each of the representations and covenants set forth in Section 7.7 of the Original Loan Agreement. Section 1.5. Severability. In case any one or more of the provisions of this Amendment shall, for any reason, be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Amendment and this Amendment shall be construed and enforced as if such illegal or invalid provisions had not been contained herein. 2 2496623v1