Loading...
HomeMy WebLinkAboutResolution - 80-179 - Providing for the Issuance and Sale of Industrial Development Revenue Bond for Vikings II, Inc. - 09/02/1980 ti [Bond Resolution] [RESOLUTION A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF INDUSTRIAL DEVELOPMENT REVENUE BOND PURSUANT TO CHAPTER 474, MINNESOTA STATUTES, TO PROVIDE FUNDS TO BE LOANED TO VIKINGS, II, INC. FOR INDUSTRIAL DEVELOPMENT PROJECT AND TO PAY TEMPORARY NOTE BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota, as follows: 1. Authority. The City is, by the Constitution and Laws of the State of Minnesota, including Chapter 474, Minnesota Statutes, as amended (the "Act") , authorized to issue and sell its revenue bonds for the purpose of financing the cost of con- struction of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by • the Act and to pledge revenues of the project and otherwise secure such bonds. 2. Authorization of Bond. By a resolution duly adopted on June 3, 1980, this Council authorized the issuance of revenue bonds of the City in the authorized principal amount of $6,000,000 to finance the costs of acquiring land in the City and constructing and equipping thereon an office building and training and practice facilities (the "Project", as more fully defined in the Loan Agreement hereinafter mentioned) to be leased to the Minnesota Vikings Football Club, Inc. (the "Lessee" ) . Pursuant to such resolution, the City has duly issued and there is outstanding a $4,000,000 Industrial Development Revenue Note (Vikings II, Inc. Project) of the City (the "Note" ) . The City Council hereby determines that it is desirable and expedient to authorize, and the City Council does hereby authorize, the issuance of a $4,000,000 City of Eden Prairie Industrial Development Revenue Bond (Vikings II, Inc. Project) (the "Bond) , pursuant to the Act to provide money to be loaned to Vikings II, Inc. , a Minnesota corporation (the "Company" ) , to pay in full the outstanding principal amount of the Note. 3. Documents Presented. Forms of the following docu- ments relating -to the Bond and the Project have been submitted to and examined by the City Council and are now on file in the office of the City Clerk: (a) Loan and Purchase Agreement (the "Loan Agree- ment" ) , dated as of October 1, 1980, by and among the City, the Company and The First National Bank of Saint Paul (the "Bank" ) whereby, among other things, the City agrees to sell and the Bank agrees to purchase the Bond, the City agrees to make a loan to the Company of the proceeds of the sale of the Bond and the Company covenants to complete the Project and to pay amounts sufficient to provide for the prompt payment of the principal of and interest on the Bond; (b) Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage" ) dated as of October 1, 1980, by and between the Company and the Bank, whereby the Company mortgages to the Bank the Project Site, and the other Project Facilities, all as defined in the Loan Agreement, as security for the Bond (this document not to be executed by the City) ; (c) Assignment of Rents (the "Assignment" ) dated as of October 1, 1980, from the Company to the Bank, whereby the Company assigns to the Bank its interests in all leases and rents derived from the Project Facilities (this document not to be executed by the City); and (d) First Supplemental Escrow Agreement (the • "First Supplemental Escrow Agreement" ) dated as of September 1, 1980, among the City, the Company, First National Bank of Minneapolis (the "Noteholder" ) and the Bank, whereby the Noteholder assigns to the Bank its interest in the Escrow Agreement (the "Escrow Agreement" ) dated as of June 1, 1980, among the City, the Company and the Noteholder, and proceeds held thereunder are made additional security for payment of the Bond; and (e) Assignment and Pledge Agreement (the "Pledge Agreement" ) dated as of October 1, 1980, whereby the City assigns to the Bank all of its interest in the Loan Agreement and Loan Repayments of the Company payable thereunder (except its rights under Sections 5.02, 7.01, 8.04 and 8.05) , for the purpose of securing the Bond. 4. Findings. It is hereby found, determined and declared that: (a) The Project, as described in paragraph 2 hereof and in the Loan Agreement, based upon the re- presentations of the Company, constitutes a project authorized by and described in Section 474.02, Subd. la, of the Act. -2- (b) The purpose of the Project is and the effect thereof will be to promote the public welfare by: preventing the emergence of blighted and marginal lands and areas of chronic unemployment; preventing economic deterioration; the development of sound industry and commerce to use the available resources of the com- munity, in order to retain the benefit of the com- munity's existing investment in educational and public service facilities; and halting the movement of talented, educated personnel to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; and providing a more adequate tax base to finance the costs of governmental services. (c) The Project has been approved by a prelim- inary resolution of the City Council duly adopted May 6, 1980, and by the Commissioner of Securities of the State of Minnesota. (d) The issuance and sale of the Bond, the execu- tion and delivery of the Loan Agreement, the Pledge Agreement and the First Supplemental Escrow Agreement and the performance of all covenants and agreements of the City contained in the Bond, the Loan Agreement, the • Pledge Agreement and the First Supplemental Escrow Agreement and of all other acts and things required to make the Bond, the Loan Agreement, the Pledge Agree- ment and the First Supplemental Escrow.Agreement valid and binding obligations of the City in accordance with their terms, are authorized by the Act. (e) There is no litigation pending or, to the best of its knowledge threatened, against the City relating to the Project or to the Bond or Loan Agree- ment, or questioning the organization of the City or its power or authority to issue the Bond or execute and deliver the Loan Agreement, the Pledge Agreement and the First Supplemental Escrow Agreement. (f) The execution, delivery and performance of the City's obligations under the Bond, the Loan Agree- ment, the Pledge Agreement and the First Supplemental Escrow Agreement have been fully authorized by all requisite action, including adoption of this resolution, and do not and will not violate any order or judgment of any court or other agency of government in any litigation to which the City is a party or by which it is bound, or any indenture, agreement or other instru- ment to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument; provided, -3- however, that this finding is made solely for the purpose of estopping the City from denying the validity of the Bond or any of the documents referenced in this paragraph by reason of the existence of any facts contrary to this finding. (g) The Loan Agreement provides for payments by the Company to the Bank as Holder of the Bond for the account of the City of such amounts as will be suf- ficient to pay the principal of and interest on the Bond when due. No reserve funds are deemed necessary for this purpose. The Loan Agreement obligates the Company to provide for the operation and maintenance of the Project Facilities, including adequate insurance, taxes and special assessments. (h) Under the provisions of Section 474.10 of the Act, and the Bond shall recite that, the Bond is not to be payable from nor charged upon any funds other than amounts payable by the Company pursuant to the Loan Agreement which are pledged to the payment thereof, and, in event of default, undisbursed moneys held under the Escrow Agreement and moneys derived from foreclo- sure or other enforcement of the Mortgage and the Assignment; the City is not subject to any liability thereon; no Holder of the Bond shall ever have the • right to compel the exercise of the taxing power of the City to pay the Bond or the interest thereon, nor to enforce payment thereof against any property of the City; the Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and the Bond does not constitute an indebt- edness of the City within the meaning of any constitu- tional, statutory or charter limitation. (i) Nothing has come to the attention of the City Council to indicate that any member of the City Council (i) has a direct or indirect interest in the Project, the Loan Agreement, the Pledge Agreement or the Bond, (ii) owns any capital stock of or other interest in the Project, the Company, the Lessee or the Bank, (iii) is an officer or director of either the Company, the Lessee, or the Bank, (iv) will be involved in supervis- ing the completion of the Project on behalf of the Company, or (v) will receive any commission, bonus or other remuneration for or in respect of the Project, the Loan Agreement or the Bond. (j ) The Municipality is a duly organized and existing municipal corporation under the laws of the State of Minnesota and has power to issue the Bond under the Act. -4- 5. Approval and Execution of Documents. The forms of Loan Agreement, Pledge Agreement, First Supple- mental Escrow Agreement, Mortgage and Assignment referred to in paragraph 3 are approved. The Loan Agreement, Pledge Agreement and the First Supplemental Escrow Agreement shall be executed in the name and on behalf of the City by the Mayor, the City Manager and the City Clerk, upon execution of the Loan Agreement by the Company and the Bank, or shall be executed by other appropriate officers of the City author- ized to execute documents on behalf of such officers, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. The Mortgage and the Assignment may contain such revisions as may be approved by the Bank and the Company. 6. Approval of Terms and Sale of Bond. The City shall proceed forthwith to issue the Bond, in the authorized principal amount of $4, 000,000, substantially in the form, maturing, bearing interest, payable in the installments and otherwise containing the provisions set forth in the form of Bond attached hereto as Exhibit 1, which terms and provi- sions are hereby approved and incorporated in this Bond Resolution and made a part hereof. . A single Bond, substantially in the form of Exhibit 1 to this Bond Resolution, shall be issued and delivered to the Bank in the principal amount of $4,000,000 and as auth- orized by the Act, the principal of and interest on the Bond shall be payable at the office of the Bank in St. Paul, Minnesota. The proposal of the Bank to purchase the Bond at a purchase price of $4,000,000 (100% of par value) is hereby found and determined to be reasonable and is hereby accepted. Pursuant to the Loan Agreement, the Bank has agreed to pay the purchase price to provide funds to be loaned by the City to the Company to pay the outstanding principal amount of the Note. 7. Execution, and Delivery of Bond. The Bond may be in typewritten or printed form and shall be executed by the manual signatures of the Mayor and the City Manager and shall be attested by the manual signature of the City Clerk, and the official seal of the City shall be affixed thereto. When so prepared and executed, the Bond shall be delivered to the Bank upon payment of the purchase price, and upon receipt of the signed legal opinion of Faegre & Benson, of Minneapolis, Minnesota, bond counsel, pursuant to the Loan Agreement. The Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be con- clusive evidence of the validity and regularity of the • issuance thereof. -5- • 8. Registration Records. The City Clerk, as bond registrar, shall keep a bond register in which the City shall provide for the registration of the Bond and for transfers of the Bond. The principal of and interest on the Bond shall be paid to the Bank for the account of the Holder entitled thereto in Federal or other immediately available funds. The City Clerk is authorized and directed to deliver a certified copy of this Bond Resolution to the Director of Finance and Records, acting as County Auditor, of Hennepin County, together with such other information as the County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Bond on his bond register as required by the Act and Section 475.63, Minnesota Statutes. 9. Mutilated, Lost, Stolen or Destroyed Bond. If the Bond is mutilated, lost, stolen or destroyed, the City may execute and deliver to the Holder a new Bond of like amount, date, number and tenor as that mutilated, lost, stolen or destroyed; provided that, in the case of mutilation, the mutilated Bond shall first be surrendered to the City, and in the case of a lost, stolen or destroyed Bond, there shall be first furnished to the City and the Company evidence of such loss, theft or destruction satisfactory to the City and the Company, together with indemnity satisfactory to them. The City and the Company may charge the Holder with their reasonable fees and expenses in replacing any muti- lated, lost, stolen or destroyed Bond. 10. Transfer of Bond; Person Treated as Holder. The Bond shall be transferable by the Holder to the extent permitted by the Loan Agreement and the Bond on the bond register of the City, upon presentation of the Bond for notation of such transfer thereon at the office of the City Clerk, as bond registrar, accompanied by a written instrument of transfer in form satisfactory to the City Clerk duly exe- cuted by the Holder or its attorney duly authorized in writing. The Holder seeking to transfer ownership of the Bond shall also give written notice thereof to the Company. The Bond shall continue to be subject to successive transfers, but only to the extent provided therein and in the Loan Agreement, at the option of the Holder of the Bond. No ser- vice charge shall be made for any such transfer, but the City Clerk may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name the Bond shall be issued or, if transferred, shall be registered from time to time shall be deemed and regarded as the absolute Holder thereof for all purposes, and payment of or on account of the principal of and interest on the Bond shall be made only to or upon the order of the Holder thereof, or its attorney duly authorized in writing, and neither the City, the City • Clerk, the Company, nor the Bank shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. The Bond shall be initially registered in the name of the Bank. -6- • 11. Amendments, Changes and Modifications to Loan Agreement, Pledge Agreement and Bond Resolution. Except pursuant to Section 9.03 of the Loan Agreement, the City shall not enter into or make any change, modification, alteration or termination of the Loan Agreement, Pledge Agreement, Escrow Agreement or this Bond Resolution. 12. Pledge to Holder. Pursuant to the Pledge Agreement, the City shall pledge and assign to the Bank and its permitted successor Holders of the Bond all interest of the City (other than certain rights to indemnity and repayment of advances and expenses) in the revenues of the Project and the Project Facilities, including all Loan Repayments to be made by the Company under the Loan Agreement and moneys derived from enforcement of the Mortgage. All collections of moneys by the City in any proceeding for enforcement of the obligations of the Company under the Loan Agreement shall be received, held and applied by the City for the benefit of the Holder of the Bond. 13 . Covenants with Holders; Enforceability. All provisions of the Bond and of this Bond Resolution and all representations and undertakings by the City in the Loan Agreement are hereby declared to be covenants between the City and the Bank and its permitted successor Holders of the Bond and shall be enforceable by the Bank or any Holder in a . proceeding brought for that purpose, provided that no such covenant, representation or undertaking shall ever give rise to any general liability of the City, its employees, officers or agents or constitute a charge against its general credit or taxing powers. 14. Authorized Representative. The City Clerk is hereby designated as the Authorized Municipal representative for all purposes of the Loan Agreement with full authority to do on behalf of the City all those things required or authorized by the Loan Agreement to be done by action or certificate of the Authorized Municipal Representative. 15. Definitions and Interpretation. Terms not otherwise defined in this Bond Resolution but defined in the Loan Agreement shall have the same meanings in this Bond Resolution and shall be interpreted herein as provided therein. Notices may be given as provided in Section 9.01 of the Loan Agreement. In case any provision of this Bond Resolution is for any reason illegal or invalid or inoperable, such illegality or invalidity or inoperability shall not affect the remaining provisions of this Bond Resolution, which shall be construed or enforced as if such illegal or invalid or inoperable provision were not contained herein. 16. Election Under Internal Revenue Code. The City hereby elects that the provisions of Section 103(b) (6) (D) of the Internal Revenue Code of 1954 and Reg. §1.103-10(b) (2) (vi) thereunder, permitting the issuance of tax exempt industrial development bonds in amounts up to $10,000,000 under certain -7- conditions, shall apply to the Bond, and the Mayor, the City Manager or City Clerk or any of them are authorized to execute and file the appropriate form of election under the Code and Regulations with the Internal Revenue Service. 17. Certifications. The Mayor, City Manager, City Clerk, and other officers of the City are authorized and directed to prepare and furnish to Messrs. Faegre & Benson, bond counsel, to the Company, to the Bank and to counsel for the Company and the Bank, certified copies of all proceedings and records of the City relating to the Project and the Bond, and such other affidavits and certifi- cates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. • -8- • EXHIBIT 1 TO BOND RESOLUTION (Form of Bond) THIS BOND SHALL NOT BE TRANSFERRED, SOLD OR ASSIGNED WITHOUT THE PRIOR WRITTEN CONSENT OF VIKINGS II, INC. , EXCEPT IN THE EVENT OF A LIQUIDATION, MERGER OR OTHER CORPORATE REORGANIZATION OF THE HOLDER, OR IF AN EVENT OF DEFAULT EXISTS UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE Industrial Development Revenue Bond (Vikings II, Inc. Project) No. R-1 $4,000,000 The City of Eden Prairie, a municipal corporation in the County of Hennepin and State of Minnesota (the "City" ) , for value received, hereby promises to pay, but solely from the source and in the manner hereinafter provided, to The First National Bank of Saint Paul (the "Bank" ) or permitted registered assigns the principal sum of Four Million Dollars ($4,000,000) , on October 1, 1988, upon the presentation and surrender hereof, and to pay to the owner hereof interest on the outstanding and unpaid balance of such principal sum from the date hereof until said principal sum is paid, at the rate of Six percent (6.00%) per annum, calculated on the basis of the actual number of days elapsed in a 360-day year. Interest on this Bond shall be paid on January 1, 1981, and quarterly thereafter on the first days of April, July, October and January in each year until maturity, to and including October 1, 1988, provided, however, that, in the event that there is a Time of Labor Strife (as defined below) , payment of interest accrued during the Time of Labor Strife ("Deferred Interest" ) may be deferred and funded as follows: At the end of each calendar quarter during the Time of Labor Strife, the Bank shall. lend to the Municipality, for the account of the Company, the amount of the Deferred Interest due on such date. The amount of such loan shall bear interest ("Additional Interest" ) at the rate charged from time to time by the Bank to its most creditworthy commercial customers on 90-day unsecured loans (the "Prime Rate" ) , and shall be repaid by the Company to the Bank, for the account of the Municipality, as additional interest on the Bond. The total of such Deferred Interest and Additional • Interest shall be paid in four substantially equal installments on the 1st days of September, October, November and December in 1983, and any payment of Deferred Interest and Additional Interest . will be in addition to any other payment required to be made hereunder on any date therefor. The 'Time of Labor Strife' shall be the occurrence of a strike or other work stoppage generally affecting players for the football teams constituting the National Football League, including action in the nature of a 'lock-out' initiated by the owners of such football teams. The existence of the Time of Labor Strife shall be conclusively evidenced (except in the case of bad faith) by the delivery to the Bank (or its permitted sucessor as the holder hereof) of a Certificate of the Company, signed under oath by Michael E. Lynn, III (or his succesor as Vice President of the Company) , stating that the Time of Labor Strife has commenced, setting forth the circumstances thereof and specifying the commencement date thereof, which shall not be prior to August 1, 1982 nor later than January 30, 1983. The duration of the Time of Labor Strife shall be the period com- mencing with such commencement date and ending with the date which is the earlier of the date specified in a notice of the Company to the Bank as the date of the end of the Time of Labor Strife or January 30, 1983 . On October 1, 1983, and quarterly thereafter on the 1st days of January, April, July and October in each year until maturity, principal installments of $100,000 shall be paid and applied to the reduction of the outstanding principal amount hereof, to and including July 1, 1988, and on October 1, 1988, the unpaid principal and interest due on this Bond shall be paid. Notwithstanding anything herein to the • contrary, if a Determination of Taxability, as defined in the hereinafter-mentioned Loan Agreement, shall be made, this Bond shall automatically bear interest on the unpaid principal balance hereof at the rate of 12% per annum and shall be deemed to have borne such rate from the Date of Taxability, as defined in the Loan Agreement; and the Company, as hereinafter defined, shall forthwith pay to the Holder hereof as additional interest the difference between the amount of interest actually paid from the Date of Taxability and the amount that would have been paid if such higher rate had been in effect from the Date of Taxability and, thereafter, the Company shall pay increased installments of interest at the rate of 12% per annum for the remaining maturity of this Bond. Principal and interest shall be paid to the regis- tered holder hereof in lawful money of the United States at the office of The First National Bank of Saint Paul, in St. Paul, Minnesota. This Bond is issued pursuant to the Minnesota Municipal Industrial Development Act, Chapter 474, Minnesota Statutes, as amended (the "Act" ) , and in conformity with the provisions, restrictions and limitations thereof. This Bond shall not con- stitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; the City is not subject to any liabil- ity hereon; no holder of this Bond shall ever have the right to compel the exercise of the taxing power of the City to pay this Bond or the interest hereon, nor to enforce payment hereof against any property of the City; and this Bond does not constitute an indebtedness of the City within the meaning of any constitutional statutory, or charter limitation. This Bond, the interest payments -2- and any other payments required hereby are not to be payable from • nor charged upon any funds other than amounts payable by Vikings II, Inc. , a Minnesota corporation (the "Company" ) , pursuant to the Loan Agreement, which are pledged to the payment hereof, and, in event of default, undisbursed moneys held under the Escrow Agreement and moneys derived from foreclosure or other enforce- ment of the Mortgage or Assignment described below. The provisions of this paragraph are controlling and shall not be construed as being limited by any other provision of this Bond. This Bond is a special obligation Bond in the principal amount of $4,000, 000, which has been authorized by law to be issued and has been issued for the purpose of funding a loan from the City to the Company to permanently finance costs of acquiring land in the City and constructing and equipping thereon an office building and training and practice facility (the "Project") to be leased to the Minnesota Vikings Football Club, Inc. and to provide permanent financing for the Project by repaying in full the outstanding principal amount of the $4,000, 000 City of Eden Prairie Industrial Development Revenue Note (Vikings II, Inc. Project) , issued to provide temporary financing for the Project. This Bond is issued pursuant to a Loan and Purchase Agreement dated as of October 1, 1980 (the "Loan Agreement" ) by and among the City, the Company and the Bank, and a Bond Resolution of the City duly adopted by its City Council on September 16, 1980. Pursuant to a Pledge Agreement dated as of October 1, 1980 (the "Pledge Agreement" ) , the City has assigned its interest in the Loan Agreement (except its rights to indemnity and repayment of expenses and advances under Sections 5.02, 7.01, 8.04 and 8.05 thereof) to the Bank. This Bond is secured by the Loan Agreement, the Pledge Agreement, the Bond Resolution, a Combination Mortgage, Security Agreement and Fixture Financing Statement dated as of October 1, 1980 (the "Mortgage"), from the Company to the Bank, an Assignment of Rents dated as of October 1, 1980 (the "Assign- ment" ) , from the Company to the Bank, and an Escrow Agreement dated as of June 1, 1980, among the City, the Company and First national Bank of Minneapolis (the "Noteholder" ), as amended by a First Supplemental Escrow Agreement dated as of September 1, 1980, among the City, the Company, the Noteholder and the Bank (the "Escrow Agrement" ) , to which Loan Agreement, Pledge Agreement, Bond Resolution, Mortgage, Assignment and Escrow Agreement and amendments thereof reference is hereby made for a description and limitation of the revenues and funds pledged and appropriated to the payment of this Bond, the nature and extent of the security thereby created, the rights of the Holder of this Bond, and the rights, immunities and obligations of the City thereunder. Certified copies of the Bond Resolution and executed counterparts of the Loan Agreement, the Pledge Agreement, the Mortgage and Assigment are on file at the office of the City Clerk. This Bond shall be subject to prepayment on any date, at the option of the City, at the request of the Company, in whole or in part, at a prepayment price equal to the principal -3- amount hereof to be prepaid, plus accrued interest thereon, upon 10 days ' prior written notice to the Holder, all as more fully provided in Section 5.04 of the Loan Agreement. Notice of any such prepayment shall be given to the owner or permitted registered assigns of this Bond by certified or registered mail, addressed to him at his registered address, not less than ten (10) days prior to the date fixed for prepayment, and shall be published, if required by law, in a financial journal circulated in the English language in the City of Minneapolis, Minnesota, at least once, not less than ten (10) days before the date so fixed for prepayment. At the date fixed for prepayment, funds shall be paid to the owner hereof at the office of the Bank or shall be deposited with the Bank, sufficient to pay this Bond, or the principal amount hereof to be prepaid, and accrued interest hereon. Upon the happening of the above conditions, the principal portion of this Bond thus called shall not bear interest after the date specified for prepayment. This Bond is transferable, as provided in the Bond Resolution, only upon the bond register of the City Clerk, as bond registrar, by the owner hereof in person or by his duly authorized attorney, as provided in the Bond Resolution, and only to the extent provided hereby and by the Loan Agreement. THIS BOND SHALL NOT BE TRANSFERRED, SOLD OR ASSIGNED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY EXCEPT IN THE EVENT OF A LIQUIDATION, • MERGER OR OTHER CORPORATE REORGANIZATION OF THE HOLDER, OR IF AN EVENT OF DEFAULT EXISTS. In case an Event of Default, as defined in the Loan Agreement, occurs, this Bond 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 Holder of this Bond shall have the right to enforce the provisions of the Bond Resolution, Loan Agreement, Pledge Agreement, Mortgage and Assign_ ment. The terms and provisions of the Bond Resolution, Loan Agreement, Pledge Agreement, Escrow Agreement, Mortgage, and Assignment or of any instrument supplemental thereto, may be modified or altered pursuant to Section 9.03 of the Loan Agree- ment and paragraph 11 of the Bond Resolution. It is hereby certified and recited and the City Council has found: That the Project is an eligible "project" defined in Section 474.02, Subd. la, of the Act; that the issuance of this Bond and the acquisition and construction of the Project will promote the public welfare and carry out the purposes of the Act; that the Project has been approved by the Commissioner of Securi- ties of the State of Minnesota; and that all acts, conditions and things required to be done precedent to and in the issuance of this Bond have been properly done, have happened and have been performed in regular and due time, form and manner as required by law. -4- y IN WITNESS WHEREOF, the City of Eden Prairie, by its '40 City Council, has caused this Bond to be signed in its behalf by the manual signatures of its Mayor and City Manager, and attested by the manual signature of its City Clerk, and sealed with the corporate seal of the City, all as of the 2nd day of September 1980. CITY OF PRAIP, ATTEST: By 0 C 1 And b ity anager (SEAL) (Form of Transfer) For value received, the undersigned owner does hereby assign and transfer the foregoing Bond to the named Assignee, and the undersigned City Clerk of the City of Eden Prairie as bond registrar hereby certifies that the foregoing Bond has been transferred and registered on the bond register in the name of such Assignee. Signature of Date of Name of Signature of City Clerk- Transfer on Assignee Owner Treasurer Bond Register -5-