Agenda - Council - 06/28/2005 - Laserfiche WebLink

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(Kilkenny Limited Liability Company Project), Series 2005 (the "Bonds") which were issued to finance the acquisition, renovation and equipping.an approximately 108,000 square foot manufacturing facility located at 6400 Bunker Lake Boulevard in Ramsey, Minnesota (the "Project") by the Borrower. This Note is issued pursuant to the Loan Agreement and a Note Resolution of the Issuer duly adopted on june 28, 2005 (the "Note Resolution"). Pursuant to a Pledge Agreement, of even date herewith, the Issuer has assigned its interests in the Loan Agreement (except its rights to indemnity, limitation of liability and repayment of expenses and advances under Sections 5.02, 7.01, 8.04 and 9.10 thereof) to the Lender. This Note is secured by the Loan Agreement, the Pledge Agreement, the Note Resolution and the Guaranty described in the Loan Agreement. Reference is hereby made to such. documents, and resolution for a description and limitation of the revenues and funds pledged and appropriated to the payment of this Note, the nature and extent of the security thereby created, the rights of the registered owner of this Note, and the rights,-immunities and obligations of the Issuer thereunder. Bonds. Payment of this Note is expressly subordinate to payment by the Borrower of the 7. This Note may be prepaid, in whole or in part, on any business date, without premium. Any partial prepayment shall be applied first to accrued interest, and then.to principal. 8. Notice of any such prepayment shall be given by the Borrower to the registered owner of this Note by first class mail, addressed to it at its registered address, as set forth in the registration records maintained by the Issuer, not less than thirty (30) days prior to the date fixed for prepayment. At the date fixed for prepayment, funds shall be paid, upon the' presentation and surrender hereof, to the registered owner hereof, sufficient to pay this Note, or the principal amount hereof to be prepaid and accrued interest hereon. Upon the happening of the above conditions, the principal portion of this Note thus called and prepaid shall not bear interest after the date specified for prepayment. 9. This Note is transferable, as provided in the Note Resolution, only pursuant to entries duly made in the registration records maintained by the City Administrator, as bond registrar, by the registered owner hereof in person or by his duly authorized attorney, as provided in the Note Resolution. 10. In case an Event of Default, as defined in the LOan Agreement, occurs, this Note and the Loan Repayments thereafter to become due under the Loan Agreement may become immediately due and payable, in the manner and with the effect and subject to the conditions provided in the Loan Agreement. The registered owner of this Note shall have the right to enforce the provisions of the Note Resolution and the Loan Agreement. 11. To the extent allowed by law, the Issuer hereby waives presentment, demand for' payment, and notice of dishonor..The terms and provisions of the Note Resolution, the Loan Agreement and the Pledge Agreement, or of any instrument supplemental thereto, may be modified or altered pursuant to Section 9.09 of the Loan Agreement. 12. It is hereby certified and recited and the Board of Commissioners of the Issuer has found that the financing of the Project constitutes a ."project" as defined in the Act; that the 1779937vl 2 -184-