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<br />WHEREAS, the Loan will be made pursuant to the terms of two separate loan
<br />agre~ments both dated as of April 1 , 1995 ~ between the Issuer and the Company (the
<br />"SerIes A Loan Agreement" and the "SerIes B Loan Agreement," respectively and
<br />collectively the "Loan Agreements"); and '
<br />
<br />WHEREAS, the Bonds will be issued under two separate Indentures of Trust
<br />both dated as of April 1, 1995 (the "Series A Indenture" and the "Series B
<br />Indenture," respectively, and collectively the "Indentures") to be entered into
<br />between the Issuer and First Trust National Association (the "Trustee"), and are
<br />secured by a pledge and assignment of certain revenues in accordance with the
<br />respective terms of the Indentures, and said Bonds and the interest on said Bonds
<br />shall be payable solely from the revenues pledged therefor, respectively, and the
<br />Bonds shall not constitute a debt of the Issuer within the meaning of any
<br />constitutional or statutory limitation or constitute or give rise to a pecuniary liability
<br />of the Issuer or a charge against its general credit or taxing powers and shall not
<br />constitute a charge, lien, or encumbrance, legal or equitable, upon any property of
<br />the Issuer other than the Issuer's interest in the respective Loan Agreements;
<br />
<br />NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
<br />OF NEW BRIGHTON, MINNESOTA, AS FOLLOWS:
<br />
<br />1. The Issuer acknowledges, finds, determines, and declares that the
<br />refunding of the Series 1994 Bonds, and the issuance of the Series A Bonds and the
<br />Series B Bonds furthers the purposes of the Act.
<br />
<br />2. For the purposes set forth above, there is hereby authorized the
<br />issuance, sale and delivery of the Series A Bonds in a principal amount not to exceed
<br />$10,585,000. The Series A Bonds shall bear interest as set forth in the Series A
<br />Indenture, and shall be numbered, shall be dated, shall mature, shall be subject to
<br />redemption prior to maturity, shall be in such form, and shall have such other
<br />details and provisions as are prescribed in the Series A Indenture in the form now
<br />on file with the Issuer.
<br />
<br />3. For the purposes set forth above, there is hereby authorized the
<br />issuance, sale and delivery of the Series B Bonds in a principal amount not to exceed
<br />$3,355,000. The Series B Bonds shall bear interest as set forth in the Series B
<br />Indenture, and shall be numbered, shall be dated, shall mature, shall be subject to
<br />redemption prior to maturity, shall be in such form, and shall have such other
<br />details and provisions as are prescribed in the Series B Indenture in the form now
<br />on file with the Issuer.
<br />
<br />4. Each series of Bonds shall be special obligations of the Issuer payable
<br />solely from the revenues provided pursuant to the respective Loan Agreement and
<br />other funds and revenues pledged pursuant to the respective Indenture. The City
<br />Council of the Issuer hereby authorizes and directs the Mayor and the City
<br />Administrator of the Issuer (together, the "Officials") to execute and deliver the
<br />Indentures by and between the Issuer and the Trustee, and to deliver to said
<br />Trustee the Indentures, and hereby authorizes and directs the execution of the
<br />Bonds in accordance with the Indentures, and hereby provides that the Indentures
<br />shall provide the terms and conditions, covenants, rights, obligations, duties and
<br />agreements of the bondowners, the Issuer and the Trustee as set forth therein.
<br />
<br />All of the provisions of the Indentures, when executed as authorized herein,
<br />shall be in full force and effect from the date of execution and delivery thereof. The
<br />Indentures shall be substantially in the form on file with the Issuer, with such
<br />necessary and appropriate variations, omissions and insertions as do not materially
<br />
<br />SNG85937
<br />NE136-123
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