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RES 2003-10 - 00002293RESOLUTION NO. 10 - 2003 OF THE CITY COUNCIL OF THE CITY OF FRIDLEY, MINNESOTA AUTHORIZING AMENDMENT OF LOAN AGREEMENT EXECUTED IN CONNECTION WITH ISSUANCE OF BONDS WHEREAS, the City of Fridley, Minnesota (the "City ") has issued its $2,575,000 Variable Rate Demand Revenue Refunding Bonds, Series 2001 (Fridley Business Plaza Limited Partnership Project) (the "Bonds ") and loaned the proceeds of the Bonds to Fridley Business Plaza Limited Partnership (the "Borrower ") pursuant to a Loan Agreement dated as of September 1, 2001 between the City and the Borrower (the "Loan Agreement "); and WHEREAS, the Borrower used the proceeds of the Bonds to refinance the commercial facility located at 7110 -7190 University Avenue North in Fridley (the "Project "); and WHEREAS, the Borrower has requested that the City approve an execute an Amendment to Loan Agreement; NOW, THEREFORE, be it resolved by the City Council of the City of Fridley as follows: The Amendment to Loan Agreement (the "Amendment "), the form of which has been submitted to the City, is hereby authorized to be executed by the Mayor and the City Manager in their discretion, at such time (if any) as they may deem appropriate; provided that the Amendment shall incorporate the comments made on behalf of the City by Briggs and Morgan, and all legal and other expenses of the City related to the Amendment shall have been paid by the Borrower. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS DAY OF JANUARY, 2003. � M r t •" •' ATTEST: "aA74J DEBRA A. SKOGEN — MTY CLERK Resolution No. 10 -2003 AMENDMENT TO LOAN AGREEMENT Page 2 THIS AMENDMENT TO LOAN AGREEMENT (this "Amendment ") is made as of February , 2003 between the CITY OF FRIDLEY, MINNESOTA, a municipal corporation and political subdivision of the State of Minnesota (the "Issuer ") and FRIDLEY BUSINESS PLAZA LIMITED PARTNERSHIP, a Minnesota limited partnership (the "Borrower ") with the consent of NATIONAL BANK OF CANADA, acting through its New York Branch (the "Bank ") and U.S. Bank National Association (formerly U.S. Bank Trust National Association), a national banking association (the "Trustee "). RECITAL S: A. The Issuer and the Borrower have entered into a Loan Agreement dated as of September 1, 2001 (the "Loan Agreement ") pursuant to which the Issuer has made a loan to the Borrower of the proceeds from the sale of the Issuer's Variable Rate Demand Revenue Refunding Bonds, Series 2001 (Fridley Business Plaza Limited Partnership) (the "Bonds "). B. The Bonds were issued pursuant to a Trust Indenture between the Issuer and the Trustee dated as of September 1, 2001 (the "Indenture ") and are secured by an irrevocable letter of credit issued by the Bank. C. Pursuant to the Loan Agreement, the Borrower agreed to apply the proceeds of the Bonds to refund certain prior bonds issued by the Issuer, the proceeds of which had been loaned to the Borrower to finance or refinance the acquisition and construction of an approximately 58,000 square foot commercial facility located at 7110 -7190 University Avenue North in Fridley, Minnesota (the "Project "). D. The Loan Agreement prohibits assignment of the Borrower's obligations under the Loan Agreement. E. The Borrower wishes to sell the Project and assign its obligations under the Loan Agreement to the buyer of the Project and the Issuer desires to permit such assignment. F. Pursuant to Article 15 of the Indenture and Section 8.05 of the Loan Agreement, the Loan Agreement, including provisions related to assignment of the Borrower's obligations under the Loan Agreement, may be amended with the consent of the Trustee, the Bank and the Holders of the requisite percentage of the principal amount of the Outstanding Bonds. NOW, THEREFORE, the Issuer and the Borrower agree as follows: 1. Amendment to Section 4.11. Section 4.11 of the Loan Agreement is amended such that the following sentence is added to the end of such Section: Any Alternate Letter of Credit delivered pursuant to this Section 4.11 must be accompanied by an Opinion of Bond Counsel stating that delivery of the Alternate Letter of Credit does not adversely affect the tax - exempt status of the Bonds. 2297011v1 2 Amendment to Loan Agreement Resolution No. 10 -2003 Page 3 2. Definition. There is hereby added to Section 1.01 of the Loan Agreement the following definition, and the definition of "Bond Counsel" in Section 1.01 of the Indenture is hereby amended to read as follows: "Bond Counsel" means Leonard, Street and Deinard, Professional Association, or any other lawyer or firm of lawyers experienced in matters of public finance and acceptable to the Trustee. 3. Amendment to Section 6.11. Section 6.11 of the Loan Agreement is amended to read in its entirety as follows: Section 6.11 Assignments. The Borrower consents to the pledge and assignment of the Loan Repayments and other interests of the Issuer in this Loan Agreement by the Issuer to the Trustee as provided in the Indenture. Funds and investments in the Accounts maintained under the Indenture and the Trust Estate are trust funds not subject to assignment by the Borrower or execution, attachment, or garnishment by any creditor of the Borrower. The Borrower may assign its interests and obligations under this Loan Agreement but only upon (i) the Trustee being provided a written Opinion of Bond Counsel stating that such assignment does not affect the tax - exempt status of the Bonds and (ii) the assignee assuming in writing all obligations of the Borrower under the Loan Agreement and the filing of such written assumption with Issuer, Trustee and Bank. Upon satisfaction of each of the conditions described in clauses (i) and (ii) of the preceding sentence, the Borrower making such assignment shall be released from all further obligations under the Loan Agreement. 4. No Waiver. No provision of this Amendment is intended, or shall be construed, to be a waiver by the Issuer of any rights or remedies that Issuer may have under the Loan Agreement, as amended hereby, that may have occurred before or may occur after the date of this Amendment. [remainder of page left blank] 229701 M 3 Amendment to Loan Agreement Resolution No. 10 -2003 Page 4 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first above written. CITY OF FRIDLEY, MINNESOTA By Its Mayor Its City Manager 2297011v1 4 Amendment to Loan Agreement Resolution No. 10 -2003 2297011v1 Page 5 FRIDLEY BUSINESS PLAZA LIMITED PARTNERSHIP By Valhalla Investments, Inc., a Minnesota corporation, its general partner LIM Richard V. Martens, Its President Amendment to Loan Agreement Resolution No. 10 -2003 This Amendment is consented to by: Page 6 U.S. Bank National Association, a national banking association, as Trustee By Its 2297011v1 Amendment to Loan Agreement Resolution No. 10 -2003 Page 7 The undersigned represents that as of the date of the foregoing Amendment it is the Bank which has issued the letter of credit which secures payment of the Bonds and the undersigned hereby consents to the Amendment. NATIONAL BANK OF CANADA, acting through its New York branch By Its 2297011v1 7 Amendment to Loan Agreement Resolution No. 10 -2003 Page 8 The undersigned, being the beneficial owners of 100% of the outstanding Bonds hereby consent to the Amendment. Bondholder: IM Its: 2297011v1 8 Amendment to Loan Agreement