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HomeMy WebLinkAboutResolution - 81-68 - Providing for Sale and Issuance of MIDB=s for Wilson Learning for $1,000,000 - 03/17/1981 A RESOLUTION PROVIDING FOR THE ISSUANCE AINTD SALE OF REVENUE BOND PURSUANT TO CHAPTER 474, MINNESOTA STATUTES , TO PROVIDE FUNDS TO BE LOANED TO W I LS ON LEARNING CORPORATION FOR INDUSTRIAL DEVELOPMENT PROJECT BE IT RESOLVED by the City Council of the City of Eden Prairie , Minnesota (the "City" ) , as follows : 1 . Authori.ty. The City is , by the Constitution and laws of the State e of Minnesota , including Chapter 474, Minnesota Statutes, as amended ( the "Act" ) , authorized to issue and sell its revenue Bond for the purpose of undertaking an authorized project 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 the Bond. 2 . Authorization of Bond. The City Council hereby determines that it is desireable and expedient to authorize, and the City Council does hereby authorize , the issuance of a revenue Bond of the City pursuant to -the Act to Provide funds to be loaned to Wilson. Learning Corporation, a Minnesota corporation (the "Company" ) , in order that the Company may expand an office/ warehouse building and make related site improvements ( the "Project" ) . 3 . Documents Presented. Forms of the following docu- ments relating to t�the Project and the financing thereof have been submitted to and examined by the City Council and are now on file in the office of the City Clerk.--Treasurer: ( a ) Loan and Purchase Agreement ( the "Loan Agree- ment" ) , dated as of April 1 , 1981 , by and among the City, the Company and The Northwestern Mutual Life Insurance Company ( the "Lender" ) , whereby , among other things , the City agrees to sell and the Lender agrees to purchase the City ' s $1 , 000, 000 Industrial Development Revenue Bond (Wilson Learning Corporation Project) ( 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 pay amounts sufficient to provide for the flip and prompt payment when due of the principal of, premium, if any, and interest on the Bond; and (b ) Loan Agreement Assignment (the "Loan Agree- ment Assignment" ) dated as of April 1 , 1981 , from the City to the bender , whereby the City assigns to the Lender_ all o;: its interest in. the Loam Agreement and Loan Repayments of' the Company thereunder_ ( except its eights under Sections 5 . 02 , 7 . 01 , 8 . 04 arid 9 . 10 thexeof relating to indemnity and expenses of the City) , for the purpose of securing the full. and prompt payment of It.--he Boric] ( the Loan Agreement Assigr-Lment being attached as Exhibit 2 hereto ) ; and ( c ) Comb inati.or: Mortgage , Sec:uric:v Agreement and Fixture F_inancinig Statement ( the "Mortgage" ) dated as of April 1. , 1.981 , from the Company to the Lender, whereby the tCompany grants a mortgage on and security inte_cest in the Mortgaged Property, as defined therein , as further security for the full and prompt payment of the Bond ( this document not to be executed by the City ) ; and (d ) Assignment o f Rents ( tile "Assignment of Rents" ) dated as of April. 1 , 1981 from the Company to -the Lender, whereby the Company assigns to the Lender its interests in all leases and rents deri r d f i-om the Mortgage Property ( this document riot to lie �_:.A.ecur_ed by the City ) . 4 . P'i.ndirgs . It is Hereby found , determined and de-1. ;.red that : ( a ) The Project, as described in paragraph 2 hereof and in the Loan Agreement, based upon the repre- sentations of the Company , constitutes a project author- ized by and described in Section 474 . 02 , Subd . la , of the Act . (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 community, in order to retain the benefit of the community ' 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 adding to the tax base of the City and the County and School District in which the Project will be located. ( c ) The Project has been approved by preliminary r.esoluti_ons of the City Council duly adopted on June 3 , 1.9E;10 , 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, and the Loan Agreement Assignment and the performance of all covenants and agreements of the City contained in the Bond, the -2- A-I-P.eei-,ient acid hire L,()ari Agit2ement Ass LgrIlRent and of a,-1. L Cher act s and tl-i:I-rlgs rectal red tinder the Constitution ofthe State of fll.nnesota to makettite Bond, the Loari Agreement. and the 11',oan Agreement Assignment val and binding obli(jay.- ions of the C.I. L.Y in accordance w i t: terms, are aut-lic)r-lyed by t.lte Act . There is no 11. t1igat10i) 10end-i I-nq C) the f knowledge t.I-reaLened , a( ains-c. the City re-1 , �- e� "J.ng o th ProjeProject: or to the Bond , the. T..(,,Lan Ac irient the Loan Agreement Assignment. or questioning the ni--ganlzaLdon of the City or its power or authority to issue the Bond or execute, and deliver Lhe Loan Agreeriient and the Lcan Agreement Assignment . f ) The execution, de-livery and performance of C.i ty, iz; Obligations under the Bond, the Loan Agreement anal the Loc-m Agreement f-',Icssiogrineri-I have been frilly ani,hoi--ized by all requIs t - —tion and do not and w-L-11 .1 not. violate any order of coui- t or other agency of government , or arty indenture,, agreement, or other instru- ment- to whicl-, the City JI-s 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 clue I-IOIC-1cc-I or lapse- of time or bot1h ) a default under any such indenture , agreement or other instrument , provided, however , that this fi-nd rig 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 - ( q ) The Loan Agreement. provides for payments by the Company to the Lender for the account of the City of such amounts as will be sufficient to pay the prin- cipal of, premium, if any , 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 provision for adequate Insurance , taxes and special. assessments . ( h ) Under- the provisions of Section 474 . 10 of the Act . the Bond shall rec�ite that the Bond is not to be payable froiii nor charged upon any funds other than r aiTiounts payable by the Company pursuant to the Loan which amounts are pledged to the payment 'c-h,.-reof, arid moneys derived from foreclosure or other enforc,e�mE--!nt of the Mortgage; the City is not subject to an liability thereon ; no Holder of the Bond shall ever have tire rd.gYit to compel the exercise of the taxing power of the City to pay the Bond or the interest the. Leo-r-1, nor to enforce payment thereof against the or property of the City; the Bond shall -3- not constitute a craar_ge , lien: or encumbrance , legal or eclui_ table, upon any property of the City; and the Bond does not constitute an indebtedness of the City within the !Weaning of any constitutional or statutory limitation . ( i ) Nothing has come to the attention of the City C:ounc::i �.. t.o indi cat.e that any member of the C:i.t_y Counci_1 ( i ) has a direct or indirect .interest in the Project, the f,oan Agreement, the Loan Agreement Assignment or the Bond, ( i i. ) owns anv capital stock of or other interest in the Project or the Company , ( i.i.i ) is an officer or director of the Company, ( iv ) will be involved in supervising the completion of. the Project., or ( v ) will receive any commission, bonus or other remuneration for or in respect of the Froject , the Loan Agreement, the Loan Agreement Assignment. or Lhe Bond . ( j ) The City is a duly organized arld e'XI sting mun.i.c, i.pal corporation rin :?F r the laws of the State of Minnesota and has power t-u issue the Bond under the Act. 5 . Approval and Execution of Documents . The forms of Loan Agreement, Loan Agreement Assign_ment, Mortgage and Assignment of Rents referred to in paragraph 3 hereof are approved . The Loan Agreement: and Loan Agreement Assignment shall be executed in the name and on behalf of the City by the Mayor and Acting City Manager, or other appropriate officers of the City authorized to execute documents on the behalf of such officers , in. substantially the form on file , but with all such changes therein, not inconsis- tent with the Act or other. law , as n►ay be approved by the officers execut..ing the same , which approval shall. be conclusively evidenced by the execution thereof . The Mortgage and the Assignment of Rents may contain such revisions as may be approved by the Lender and tf.e Company. 6 . Approval of Terms and Sale of Bond . The City shall proceed forthwith to issue its City of Eden Prairie Industrial I:>evelopment, Revenue Bond (Wilson Learning Corporation Project ) , in the �r�_athorized principal amount of $l , 000 , 000 , substantially in the form, maturing, bearing interest , payable in the install- ments and otherwise containing the provisions set forth in the form of Bond attached hereto as Exhibit 1. , which terms and provi- _.ions are hereby approved and incorporated in this Resolution and made a part hereof. A single fully registered Bond, substantially in the i or_-ru cif E%.hib i t 1. to this Resolution , shall be issued and delivered t-o the lender in the principal amount of $1, 000 , 000 as authorized :by rLhe Act . Principal of and interest on the Bond shall be payable at the office of the registered owner thereof as it appears on the regist-.ration records maintained by the City Clerk .in lawftr:l money of the United States . The proposal of the -4- Lender to purct-iase the Bond at a price of $1 , 000 , 000 (100% of the par value thereof ) is hereby found and determined to be reasonable- and is hereby accepted . 7 . Execution, Deliver and Endorsement of Bond . The Bond may be in �typewrPEten or printed orm and shall e executed by the manual signatures of the Mayor and Acting City Manager and the official seal of the Citv shall be affixed thereto . When so prepared and executed, the Bond shall be delivered to the sender upon payment of the purchase price therefor, 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 such Bond is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 8 . Registration Records . The City Clerk--Finance Director, as Bond registrar y s a 1 keep a Fond register in which the City shall provide for the registration of: the Bond and for transfers of the Bond. The City Clerk--Finance Director i_s autho- rized and directed to deliver a certified copy of this Bond Resolution to the Director of Property Taxation, 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 mutilat-e-Tc ,most, stoler. ortroye the Clty 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 satis- factory to the City and the Company , together with indemnity satisfactory to them . The City and 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 transfer -by tom* Holder 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-Finance Director, as Bond registrar, accompanied by a written instrument of transfer* in form satisfactory to the City Clerk-Finance Director and the City Attorney duly executed by the Holder or its attorney duly authorized in writing . The Holder seeking to transfer ownership Of such Bond shall. also give written notice thereof prior to the time that the next payment is due thereunder to the Company. Such Bond shall continue to be subject to successive transfers at the option of the Holder of the Bond. No service charge shall be made for any such transfer , but the City Clexk-Finance Director may require payment of a sum sufficient to coder any tax or. other governmental charge payable if! connection therewith which the Company shall pay under the Loan Agreement . The person in whose name the Bond shall be issued or, if transferred, shall be regis - tered 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 or such Bond shall be made only to or upon the order of tree Holder thereof, or its attorney dull, authorized in writing, and neither the City, the City Clerk-Finance Director , the Company, nor the Lender 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 Lender . 1.1 . Amendments , Changes and Modifications to Loan �eement_ and Bond Resolution . Except pursuant to Sect_�.on 9 . 09 of the Loan Agreement, the City shall. not enter into or make any charge , modification, alteration or termination of the Loan Agreement , tile Loan Agreement Assignment or this Bond Resolution . 12 . Plebe to- Holder . Pursuant to the Loan Agreement Assi.<lrunent the he City shall. pledge and assign to the Lender and .ts successor Holders of the Bond all interest of the City 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 the interest Of* the City in any moneys derived from enforcement of the Mortgage or the Assignment of Rents . All collections of moneys by the City in any proceeding for enforcement of the obligations of the Company under the Loan Agreement, the Mortgage or the Assignment of Rents shall be received , held and applied by the City for the benefit of the Holder of the Bond . 13 . Covenants with Holder; Enforceability. All provi -- .�i.ons of the Bond and of this Resolution and all representations and undertakings by the City in the Loan Agreement and the Loan Agreement Assignment are hereby declared to be covenants between the City and the Lender and its successor Holders of the Bond and shall be enforceable by the Lender or any Holder in a proceeding brought for that purpose . 14 . Authorized Representative . The City Clerk-Finance Director J.s hereby designated as the Authorized Municipal represen- tative for all purposes of the Loan Agreement with full authority to do can behalf of the City all those things required or authorized by the t oan Agreement to be done by action or certificate of the Authorized Municipal Representative . I . Definitions and Interpretation . Terms not other- %v ' f_ne defined in this Resolutec n but defined in the Loan Agreement ::Ball have the same meanings in this Resolution and shall be i.nLez:preted herein as provided therein . Notices may be given as provided in Section 9 . 01 of the Loan Agreement . In case any provision Of this Resolution is for any reason illegal or invalid or Inoperable , such illegality or invalidity or inoperability .Aial.l not af.fe.:::t the remaining provisions of this Resolution, -6- wli:ict: shall be construed or ej:fo ced as if si_rch illegal or inval id or znonerable provision were riot contained herein. 16 . Certifications. The Mayor, :acting City Manager , City Clerk-Finance Director and oti_er officers of t:._h_e City are aui_.horized and directed to prepare and furrii sh to Faegre & Benson , bond counsel. , to tine Company , to the Lender and to counsel for ttie Company -ind counsel for fih` Lender , certi-fied copies of al. 11_ proceedings and re.-ords of the City relating to the Project and t.rre Bond, and such other affidavits and certificates as may be required to show the facts appearing from the books and records :i.rr the officers ' custody and control or as otherwise known to them: and all such certified copies , ce:rtif icates and affidavits , i.ncll:di_ng any heretofore_ furnished, shall. constitute representa-- t ons of the C'it:v as to the truth of all statements contained therein . r 11"Xil I 13 Ir J, I IF 0 B C)N D R E S(,--)L I KP 1 ON (" , I .4:)�,_f it 0 f. I j N IT ET) S TPITE S� A1,11--:P1 :_'.A STA1.1EI, 01' M1NNE'S(_)'rA COUNTY OF' HE'NNE"PIN I [1", 0 f�' E F)E N P PA-1 R I E In d us tr i a 1. ilevelopmerit Re,%7eriue Bond ( Wilson corporation "'o $1 , 00() , 000 1,11e ICi t_y of E'derl Prairie , a i-m-11-11cipal cor-PoL-ation I' ll k - nnesoLa ( the "City" ' for r Coui i Ly of7 Hennepin arid S�at-e of Mi reeelve_,J, hereby promises to pay , but solely from, -he s o here S t e r I i arid it-, the manner hereinafter: provided , to The N'ohthwe -ice -.c i gris the piAncipal Mtitucil Life Insurance Company regi- stered .1 1 stint of One Ili llloci Dollars ( $J , 000 , 000 ) , on May 1 , 201i , and to paymeat-s of said pr-Li-icipal sum in installiiteriLs as hereinaft(,,i provided, and to pay to the owner herecf interest on the out- standing and unpaid balance of such principal. sum from the date I S r rate .Ii,i.t-_of lintil Said principal surn - paid , a, T_lie rate or provided . This Bond bears -interest from the date lie-Leof to July 1 , 1984 at the rate of 11 - 50% per annum . After Jii.Iy 1 , 1.984 , -interest shall accrue from and intcluding each Aoijustii-ient Date ( as hereinafter defined ) to the next Ad-lustment. Date or to the mat."Jurity date hereof', whichever shall first occur , at all interest. rate ( the "Changed Interest Rate" ) equal to the -grec-iteir of ( i ) 1.1 . 500" per annum, or ( ii ) the average of the corporate Aa bond yield during the twelve months immediately Preceding each Adjustment Date , which average yield shall be calculated to the nearest one-tenth of one percent using the .,v(-Lage monthly yields published in Moody 's Bond Record , Moody ' s. 111%�C-_-.stor Serv--i-ces , Inc . , provided that such Changed Interest Rate not-. ex,:--eed 30" per aralLIM . I this int"ormat.ion shall cease 1--o 11)6-1 pulil Jshed, the Changed Interest Rate shall be based upon lndr_x reasonably determined by the Holder . If there .-.,1)aA1A be a DE-ternii,nation c)f 'Jaxabl- lity, as defined In the herein- a1tei—nientioned Loan Agreement, such interest rate shall be i.nci,eased to a rate which is at all times 1 . 25% per annum in "Xi-eSS Of' the changed Interest. Rate . Interest- at such increased t-'-'dr, shL-,11 accrue front the Date of Taxability, as defined in the Aqrt.=enient, iijitll final payment of the principal of the Bond . dla . P.I. ior Written notice fron-i the Holder hereof to the Company, the Company shall pay, al.l additional interest accrued hereunder from the Date of Taxability to the date of such payment, and, thereafter , such additional interest shall be paid monthly on regular installment payment dates . As used herein, the term "Adjustment. Date" means July 1 , 1984 and July 1 of each third year there-after. Interest only accruing from the date hereof shall be paid on May 1 , 1981 , and, thereafter, principal of and interest_ on this Bond shah be paid in equal installments of. Nine Thousand Nine Hundred Ten Dollars ( $9 , 910 ) each, but subject to adjustment as pro tided below in the event of Determination of Taxability , on June 1 , 1981. , and on the first clay of each month thereafter, and a final installment is payable on the Mandatory Redemption Date as hereinafter defined, or if that is waived , the maturity of Mav 1 , 20il, at which time all the unpaid principal and interest of this Bond shall be paid . Payments of such installments shall be applied, first, to accrued and unpaid interest and, next, to unpaid principal . If the interest rate is changed on any Adjust- ment Gate , the ariount of monthly installments of principal and i_nt:erest payable during the period for which such Changed Interest Rate ( or the Changed Interest Rate plus 1. .25% per annum if there has been a Determination of Taxability ) is in effect shall , except to the extent waived by the Holder in writing, be changed to an amount which is sufficient to amortize the then unpaid principal balance of the Bond at such Changed Interest Rate ( or the Changed Interest Rate plus 1 . 25% per annum if there has been a Determination of Taxability ) in equal monthly payments of principal and interest over the then remaining portion of the term of this Bond ending May 1 , 2011 . Principal and interest shall be paid to the registered 'holder hereof in lawful money of the United States at its address as it appears on the registration records maintained by the City Clerk-Treasurer or at such other ,- lace as the Holder hereof may designate in writing . 'Phis 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 and the interest hereon, premiums , penalties , late charges , processing fees and any other payments required herein , however designated, are not payahle from nor charged upon any funds other than amounts payable by the Company, hereinafter mentioned, pursuant to the Loan Ag::eement, hereinafter mentioned, which are pledged to the payment hereof, and the Guaranty, hereinafter mentioned , and , in an event o_� default, moneys derived from foreclosure or other enforcement of the hereinafter-mentioned Mortgage ; the City is not subject to any liability 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 Borid or the i_:Merest hereon, nor to enforce payment Hereof against any nro1 Pr_ty of the City; and this Bond shall not constitute a charge, lien or encumbrance, legal or equitable , upon any property of the City; and this Bond does not constitute .n indebtedness, of the City within the meaning of any constitu- tional o.r statutory limitation . The provisions of this paragraph -2- sire controlling and shall not: be construed as being limited by any other provisions of this Bond . This, Bond _s a special. obligation in the principal a.r►-ioun�. of $1 , 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 Wilson Learning Corporation, a Minnesota corporation ( the "Company" ) , to enable the Company to expand an office/ware- house building, and and to make related site improvements , as authorized by the Act (the "Project" ) . This Bond is issued pursuant to a Bond Resolution of the City duly adopted on April 7 �981 , and a. Loan and Purchase Agreement ( the "Loan Agreement" ) dated as of. April 1 , 1981 , by and among the City, the Company and The Northwestern Mutual Life Insurance Company ( the "Lender" ) . This Bond is secured by the Bona Resolution , the Loan Agreement: , a Lan Agreement Assignment ( the "Loan Agreement Assignment" ) dated as of April 1 , 1981 , from the City to the Lender , a Combina- ti.on Mortgage , Security Agreement and Fixture Financing Statement ( the "Mortgage" ) dated as of April 1 , 1981 , from the Lompany to the Lender, and an Assignment of Rents (the "Assignment of Pent.:"), dated as of April 1 , 1981 , from the Company to the Lender , to which Bond Resolution, Loan Agreement, Loan Agreement Assignment, Mortgage and Assignment of Rents and amendments thereof reference i.s hereby made for a descripticn 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 the Bond , the rights , duties and immunities of the Lender, and the rig:Its, immunities and obligations of the City thereunder . Certified copies of the Bond Resolution and executed counterparts of the Loan Agreement , the Loan Agreement Assignunent, the Mortgage and the Assignment of Rents are on file at the office of the City Clerk-Finance Director . This Bond shall be subject to optional prepayment and redemption in whole, but not in part, on any installment payment date on or after July 1 , 1984 , at the option of the City , at the request of the Company, upon seven ( 7 ) days ' prior written notice frorn the Company to the City and the Lender , at a prepayment price equal to the principal amount so to be prepaid plus accrued interest thereon to the prepayment date, and a premium, expressed as a percentage of the principal amount hereof to be prepaid, as follows : 6 . 00°0, i_f prepaid July 1 , 1984, to June 1 , 1985 ; 5 . 50%, i f prepaid July 1 , 1985, to June 1 , 1986 ; 5 . 00%, if prepaid July 1 , 1986, to June 1 , 1987 ; 4 . 50°0, if prepaid July 1 , 1987, to June 1 , 1988 ; 4 . ()0 j, if prepaid July 1 , 1988, to June 1 , 1989 ; 3 . 50°0, if prepaid July 1 , 1989, to June 1 , 1990 ; 3_ 3 . 00%, if prepaid July 1 , 1990 , to ,tune 1 , 1991 ; 2 . 50%, if prepaid July 1 , 1991 , to June 1 , 1992 ; and 2 . 00% if prepaid thereafter . This Bond shall be subject to mandatory redemption on July 1 , 1996 and on any day thereafter to and including June 30 , 1997 , provided that the Holder stall have given at least six month ' s written notice to the City and the Company of the date within such period on which the redemption shall take place or if no notice is given then on June 30 , 1997 (which mandatory redemp- tion t-he Holder hereof in its discretion may waive , upon notice in writing to the City and the Company ) , at a redemption price equal to the principal amount of this Bond then outstanding, plus accrued interest to the redemption date . Notice of any such prepayment or redemption shall be given to the owner or registered assigns of this Bond by certified or registered mail , addressed to it at its registered address , not less than seven ( 7 ) days prior to the date fixed for prepay- ment or redemption, and shall be published, if required by law , in a financial journal circulated in the English language in the City of Minneapolis or St . Paul , Minnesota , at least once , not less than thirty ( 30 ) days before the date so fixed for prepayment or redemption . At the date fixed for prepayment or redemption, funds shall be paid to the owner hereof at its registered address , sufficient to pay the principal amount of this Bond to be prepaid and accrued interest, plus any prepayment premium. Upon the happening of the above conditions , the principal amount of this Bond thus called shall not bear interest after the date specified for prepayment or redemption. The Holder of this Bond may, as more fully provided in -the Loan Agreement, apply the proceeds of insurance or condemna- tion to the payment of the principal hereof -in inverse order or installments and, in the case of condemnation awards , to the payment of any applicable premium . This Bond is transferable, as provided in the Bond Resolution, only upon the Bond register of the City Clerk-Finance Director, as Bond registrar, by the owner hereof in person or by his duly authorized attorney, as provided in the Bond Resolution . 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, Loan Agreement Assignment, Mortgage and Assignment of Rents . -4- P All persons or corporations now or at any time liable , whether primarily or secondarily, for payment of indebtedness hereby evidenced, for themselves , their heirs, legal represen- tatives , successors and assigns, respectively, expressly waive presentment for payment, notice of dishonor, protest, notice of protest, and diligence in collection , and consent that the time of said payments or any part thereof may be extended by said holder and further consent that the real or collateral security or any part thereof may be released by said holder, without in any wise modifying, altering, releasing, affecting, or limiting their respective liability or the lien of the Mortgage . The terms and provisions of the Bond Resolution , Loan Agreement, Loan Agreement Assignment or Mortgage , or of any instrument supplemental thereto, may be modified or altered only pursuant to Section 9 . 09 of the Loan Agreement and paragraph 11 of the Bond Resolution . Any term used but not defined herein shall have the meaning set forth in the Loan Agreement, unless the context clearly requires otherwise _ 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 undertaking 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 Securities of the State of Minnesota ; 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; and that this Bond does not constitute a debt of the City within the meaning of any constitutional or statutory limitation. . IN WITNESS WHEREOF, the City of Eden Prairie, by its City Council , has caused this Bond to be signed in its behalf by the manual signatures of its Mayor and Acting City Manager and sealed with the corporate seal of the City, all as of the _ day of 1981 . CITY OF EDEN RAIRIE BY_ Ma o And B A y _ � -----Manager - 7 ` E- Zig Clty ( SEAL) -5- ( Form of 'I'r -i?i -: f r Ei i cement) F'or value received, the under-signed owner does hereby zSSign and transfer the forego -Li-rag Bond t.o the named Assignee, and the undersigned City Clerk- Finance Director of the City of Eder; Prairie, as Bond registr�ii , hereby cert. 1 t-ies that the foregoing, Bond has been transferred arid registezeci on the Bond register i_n the name of such Assignee . Signature of Date of name of Signature of City Clerk- Transfer on Assignee 0wrler _ Finance Director Bond Regi:�t.er i -6- 9 F e . EXHIBIT 2 TO BOND RESOLIIT I ON ( Form of Loan Agreement As s ignnient ) This LOAN AGREEMENT ASSIGNMENT is made as of the lst day of April , 1981 , between the CITY OF EDEN PRAIRIE , Minnesota , a municipal. corporation in the County of Hennepin and State of Minnesota (herein called the "City" ) and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (herein called the "Lender" ) . Recitals The Citv has executed and delivered to the Lender :its single fully registered Industrial Development Revenue: Bond (Wilson Learning Corporation Project) , in the principal amount of $1 , 000, 000 ( the "Bond" ) , dated the date of delivery thereof, pursuant to a resolution adopted by the City Council of the City on April 7 , 1.981 ( the "Bond Resolution" ) . The proceeds of the Bond have been or are to be loaned to Wilson Learning Corporation, a Minnesota corporation (the "Company" ) , pursuant to a Loan and Purchase Agreement dated as of April 1, 1981 ( the "Loan Agreement" ) , by and among the City , the Lender and the Company. The Bond is payable from and secured by the Loan Repay- ments , as defined in the Loan Agreement, to be made by the Company under the Loan Agreement, and the Lender, as a condition to the purchase of the Bond, has required the execution of this Assign- ment . ACCORDINGLY , as authorized by the Bond Resolution and in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the City does hereby grant, transfer_ and assign to the Lender and its registered assigns of the Bond, all of the right, title and interest of the City in the Loan Agreement and the Loan Repayments of the Company payable thereunder ( except for the rights of the City under Sections, 5 . 02 , 7 . 01, 8 . 04 and 9 . 10 thereof relating to expenses and indemnity of the City) , all for the purpose of securing the Bond . IN WITNESS WHEREOF , the City has executed this Loan Agreement Assignment as of the date first above written . CITY OF EDE PRAIRIE B t yor And By City Manager r '