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<br />WHEREAS, the Bonds are secured by a pledge and assignment of certain <br />revenues in accordance with the terms of the Indenture, and said Bonds and the <br />interest on said Bonds shall be payable solely from the revenues pledged therefor <br />and the Bonds shall not cOQ.stitute 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 Loan Agreement. <br /> <br />NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY <br />OF NEW BRIGHTON, MINNESOTA, AS FOLLOWS: <br /> <br />1. There has been presented to this City Council drafts of the following <br />documents: <br /> <br />(a) an Amended and Restated Indenture of Trust dated as of <br />September 1, 1993 (the "Amended and Restated Indenture") between the <br />Issuer and the Trustee; <br /> <br />(b) a First Amendment to Loan Agreement dated as of September 1, <br />1993 (the "Amendment to Loan Agreement") between the Issuer and the <br />Company; and <br /> <br />(c) Preliminary Remarketing Statement. <br /> <br />The documents described in (a) and (b) are referred to herein as the "City <br />Documents". All of the foregoing documents are referred to herein as the <br />"Documents" . <br /> <br />2. The remarketing of the Bonds as described in and contemplated by the <br />Documents is hereby approved. <br /> <br />3. The City Council of the Issuer hereby authorizes and directs the Mayor <br />and the City Manager of the Issuer (together, the "Officials") to execute and deliver <br />the City Documents and the Bonds which shall be in the form set forth in the <br />Amended and Restated Indenture. <br /> <br />All of the provisions of the City Documents, when executed as authorized <br />herein, shall be in full force and effect from the date of execution and delivery <br />thereof. The Amended and Restated Indenture and the Amendment to Loan <br />Agreement shall be substantially in the forms on file with the Issuer, with such <br />necessary and appropriate variations, omissions and insertions as do not materially <br />change the substance thereof, or as the Mayor, in his discretion, shall determine, <br />and the execution thereof by the Mayor shall be conclusive evidence of such <br />determination. <br /> <br />4. The Officials are hereby authorized to execute and deliver, on behalf <br />of the Issuer, such other documents as are necessary or appropriate in connection <br />with the remarketing of the Bonds, including an arbitrage certificate, and all other <br />documents and certificates as shall be necessary and appropriate in connection with <br />the remarketing, sale and delivery of the Bonds. <br /> <br />5. All covenants, stipulations, obligations and agreements of the Issuer <br />contained in this Resolution and the aforementioned documents shall be deemed to be <br /> <br />81'1056345 <br />1lB136-107 <br /> <br />2 <br />