Resolution - #02-01-006 - 01/08/2002

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WHEREAS, Mateski desires to transfer substantially all of its assets to ZZ pursuant to that certain Asset Purchase Agreement by and among Mateski and ZZ, (the "Asset Purchase Agreement"); and WHEREAS, Mateski desires to assign its rights and obligations under the Loan Agreement and the Promissory Note to ZZ, as holder of one hundred percent (100%) of Mateski's assets, and ZZ desires to assume Mateski's rights and obligations under the Loan Agreement and the Promissory Note; and WHEREAS, Mateski has granted to the City a second mortgage (the "Mortgage"), encumbering the Development Property in an amount equal to the principal balance of the Promissory Note, which Mortgage has been recorded in the office of the Register of Deeds for Anoka County, Minnesota on ., 2000, as Document No. ,as more fully described on EXHIBIT A hereto; and WHEREAS, Mateski has granted to the City a second security interest (the "Security Agreement") in the Equipment and Construction costs in an amount equal to the amount of the Loan disbursed under the Loan Agreement; and WHEREAS, modifications of the Loan Agreement are permitted under Section 11.8 solely through written amendments executed by the ZZ and the City and approved by the Grantor Agency. NOW THEREFORE BE IT RESOLVED, BY THE CITY OF RAMSEY, ANOKA COUNTY, STATE OF MINNESOTA, as follows: The City, pursuant to the terms and conditions of the Development Agreement, hereby consents to the Assignment of the Development Agreement as amended, the Deficiency Agreement and the Assessment Agreement contingent upon: (a) (b) ZZ promising and agreeing (i) to assume and pay the indebtedness evidenced by the Development Agreement, as amended, and the Deficiency Agreement at the times, and in the rammer, and in all respects as therein provided; (ii) to perform each and all of the obligations set forth in the Development Agreement and the Deficiency Agreement and the Assessment Agreement at the times, in the manner, and in all respects as therein provided; and (iii) to be bound by each and all of the terms of the Development Agreement, as amended, the Deficiency Agreement, and the Assessment Agreement as though the Development Agreement, as amended, the Deficiency Agreement and the Assessment Agreement and each of them were originally made, executed and delivered by ZZ. Written approval by the Grantor Agency. The City hereby consents to the amendment of Section 2, l(i)(1) of the Development Agreement so that said Section provides as follows: In order to satisfy the provisions of Minnesota Statutes, Sections 116J.993 to 116J.995 (the Business Subsidies Act), the Developer acknowledges and agrees RESOLUTION #02-01-006 Page 2 of 5