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~" RESOLUTION NO. 97 -30 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $3,500,000 VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1997 (DONATELLE HOLDINGS PROJECT) TO FINANCE A PROJECT BE IT RESOLVED by the City Council of the City of New Brighton, Minnesota (the "Issuer"), as follows: 1. The Issuer has received a proposal from Charles S. Donatelle Family Limited Partnership, a Minnesota limited partnership and Michael J. Donatelle Family Limited Partnership, a Minnesota limited partnership, d/b/a Donatelle Holdings (the "Company") that the Issuer undertake to finance a certain Project as herein described, and pursuant to Minnesota Statutes, Sections 469.152 through 469.1651 (the "Act"), through issuance by the Issuer of its $3,500,000 Variable Rate Demand Industrial Development Revenue Bonds, Series 1997 (Donatelle Holdings Project) (the "Bonds"). 2. It is proposed that, pursuant to a Loan Agreement dated as of May 1, 1997, between the Issuer and the Company (the "Loan Agreement"), the Issuer loan the proceeds of the Bonds to the Company to finance the acquisition of land and the construction and equipping thereon of an approximately 72,000 sq. ft. manufacturing facility to be located at the southwest corner of the intersection of 5th Avenue Northwest and County Road E2 West in the City of New Brighton, Minnesota (the "Project") to be owned by the Company and leased to Donatelle Plastics, Inc. (the "Tenant"). The basic payments to be made by the Company under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. It is further proposed that the Issuer assign its rights to the basic payments and certain other rights under the Loan Agreement to Norwest Bank Minnesota, National Association, in Minneapolis, Minnesota (the "Trustee") as security for payment of the Bonds under an Indenture of Trust dated as of May 1, 1997 (the "Indenture"). Payment of the Bonds is initially secured by an irrevocable Letter of Credit to be issued by Norwest Bank Minnesota, National Association in favor of the Trustee in an amount equal to the principal amount of the Bonds plus a certain amount of interest thereon. The Bonds are intended to be privately placed with accredited investors by Norwest Bank Minnesota, National Association (the "Placement Agent") in accordance with a Bond Placement Agreement dated as of closing among the Issuer, the Company and the Placement Agent (the "Placement Agreement") and pursuant to a Private Placement Memorandum dated as of the date of closing (the "Memorandum"). 3. Pursuant to the preliminary approval of the Issuer, forms of the following documents have been submitted to the Issuer for approval: 787464.1 "