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2497171v1 <br />RESOLUTION NO. # 10- 04 -95A <br />RESOLUTION AUTHORIZING AMENDMENTS TO THE DOCUMENTS RELATING TO <br />THE $3,810,000 VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE <br />BONDS, SERIES 2005 (KILKENNY LIMITED LIABILITY COMPANY PROJECT) <br />BE IT RESOLVED by the City Council of the City of Ramsey, Minnesota (the "City "), <br />as follows: <br />1. Background. Pursuant to an Indenture of Trust dated as of June 1, 2005 <br />(the "original Indenture ") between the City and U.S. Bank National Association (the "Trustee "), <br />the City issued its $3,810,000 Variable Rate Demand Industrial Development Revenue Bonds, <br />Series 2005 (Kilkenny Limited Liability Company Project) (the "Bonds ") and loaned the <br />proceeds thereof to Kilkenny Limited Liability Company, a Minnesota limited liability company <br />(the "Company ") pursuant to a Loan Agreement dated as of June 1, 2005 between the City and <br />the Company (the "original Loan Agreement "). The Company used the proceeds of the Bonds to <br />acquire, renovate and equip a manufacturing facility located at 6400 Bunker Lake Boulevard in <br />the City (the "Project ") which is owned by the Company and leased to Sign -Zone, Inc. The <br />Company's obligations under the original Loan Agreement to pay the principal and purchase <br />price of and interest on the Bonds is secured by a Letter of Credit issued by Associated Bank, <br />National Association (the "Letter of Credit "). <br />2. Confirming Letter of Credit. The Company has proposed that the Federal <br />Home Loan Bank of Chicago ( "FHLBC ") issue its Irrevocable Confirming Letter of Credit (the <br />"Confirming Letter of Credit ") to confirm the Letter of Credit issued by Associated Bank, <br />National Association, which will result in substantially reduced interest costs on the Bonds. In <br />connection with delivery of the Confirming Letter of Credit to the Trustee it is necessary to <br />amend the original Indenture and original Loan Agreement. The Company has also requested <br />certain changes to the maturity schedule for the Bonds and change in interest rate adjustment <br />dates. All of such changes will result in the Bonds being treated as "reissued" for federal tax <br />purposes. • <br />3. Forms of Documents Submitted. Forms of the following documents (the <br />"Bond Documents ") have been submitted to the City Council for approval: <br />(a) First Amendment to Loan Agreement between the City and the Company <br />with the consent of the Trustee and Associated Bank Minnesota, National Association <br />(the "Reimbursement Bank ") and Dougherty & Company LLC, as Remarketing Agent <br />(the "Remarketing Agent "); and <br />(b) First Supplemental Indenture between the City and the Trustee with the <br />consent of the Reimbursement Bank, the Remarketing Agent and the Company. <br />4. Approval of Forms; Execution. Subject to the approval of Briggs and <br />Morgan, Professional Association, as Bond Counsel, and the City Attorney and the provisions of <br />paragraph 6 hereof, the Bond Documents and all other documents listed in paragraph 4 hereof <br />are approved in substantially the forms submitted. Such Bond Documents, in substantially the <br />Resolution -04 -95A <br />