CR 02-180 Bonds for Purchase Agreements and Fire station Facilities
, G \ T Y OF
~
. November 15, 2002 HOPKINS Council Report 02-180
AUTHORIZE EXECUTION OF THE GROUND LEASE AND THE LEASE PURCHASE
AGREEMENT, AND APPROVING THE ISSUANCE OF HRA LEASE REVENUE BONDS
Proposed Action
Staff recommends approval of the following motion: Approve resolution No. 02-105 authorizing the
execution of a ground lease and a lease purchase agreement, and authorizing issuance of the lease
revenue bonds and execution of related documents.
With this motion, the ground lease, lease purchase agreement and the sale of the revenue bonds by the
Housing and Redevelopment Authority will be approved.
Overview
HRA Public Facilit)' Lease Revenue Bonds: The HRA will issue Public Facility Lease Revenue Bonds in
the amount of $1 0.980,000. The proceeds of which will be used to demolish the existing public works
storage facility, construct a new public works storage facility, new fire station and associated on-site and
parking area relocations. The bond is structured to mature within 20 years.
The City Council/HRA has held the necessary public hearings and has authorized the creation of the
modification of redevelopment project area No. I and will establish the lease agreement with the city.
. At the November 5th, 2002 Council Meeting, the Council authorized and approved the sale of HRA lease
revenue bonds for the Public Works and Fire station facility proj eet. The bids will be accepted until 11 :00
am on November 19, 2002 at which time they will be reviewed and the recommendation incorporated into
Resolution 02-105.
Primary Issues to Consider
At this time, there do not appear to be any primary issues relating to the ground lease and lease purchase and
the award of the bond sales. A.11Y significant jssues atfecting the sale will not be known until after the closing
of the bids on November 19th, 2002.
Supportin2. Information
. Resolution No. 02-105
. Mortgage and Security agreement
.J) "I'
. '~/'~~
Lon- ager
Finance Director
. CITY OF HOPKINS, MINNESOTA
RESOLUTION NO. 2002-105
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE
AND A LEASE-PURCHASE AGREEMENT, AND APPROVING AND AUTHORIZING
ISSUANCE OF LEASE REVENUE BONDS AND EXECUTION OF RELATED DOCUMENTS
BE IT RESOLVED by the City Council of the City of Hopkins, Minnesota, as follows:
Section I. Recitals.
1.01. The City is authorized by Milll1esota Statutes, Section 465.71, as amended, to
acquire real and personal property under lease-purchase agreements.
1.02. The City has agreed with the Housing and Redevelopment Authority in and for the
City of Hopkins (the "Authority") that pursuant to a Ground Lease dated as of December 1, 2002
(the "Ground Lease"), the AuthOlity will acquire ce11ain property (the "Site") from the City, and the
Authority will lease such propel1y, together with the buildings, structures or improvements now or
. hereafter located thereon (the "Facilities"), to the City pursuant to a Lease-Purchase Agreement
dated as of December 1, 2002 (the "Lease").
1.03. Pursuant to a MOligage and Security Agreement and Tmst Indenture dated as of
December 1, 2002 (the "hldenture") between the Authority and Bankers Trust Company, Des
Moines, Iowa, as trustee (the "Trustee"), the Authority will issue its Public Facility Lease Revenue
Bonds, Series 2002A (Public Works and Fire Station Facility) (the "SeIies 2002A Bonds") in an
aggregate principal amount of $1 0,980,000.
].04. Under the hldenture, proceeds of the Series 2002A Bonds will be used to establish a
Debt Service Reserve Fund to secure the Series 2002A Bonds and to pay costs of acquisition,
conshuction and equipping of the Facilities desclibed in the Lease, pursuant to a Disbursing
Agreement dated as of December 1, 2002 (the "Disbursing Agreement"), among the Authority, the
City, the Trustee and Commercial Partners.
1.05. Pursuant to the Indenture, the AuthOlity will assign and 1110ligage to the Tmstee all
of the Authority's right, title and interest in and to the Site, the Facilities, the Ground Lease, the
Lease and the Lease Payments to be made by the City thereunder (other than certain lights to
indenmification and payment of expenses) as secmity for the SeIies 2002A Bonds.
1.06. Under the Indenture, the Authority will cause J\ABIA Insurance Corporation (the
"Insurer") to issue a Debt Service Reserve Surety Bond (the "Surety Bond"') in satisfaction of the
. Reserve Requirement as defined in the Indenture.
1.07. In connection with the Surety Bond, the AuthOlity will enter into a Financial
Guaranty Agreement dated as of December 1, 2002 between the Authority and the hlsurer (the
"financial Guaranty Agreement"), setting forth the respective rights and obligations of the
-
. AuthOlity and the Insurer under the Surety Bond.
1.08. Fonns of the Ground Lease, the Lease, the Indenture, the Disbursing Agreement, the
Financial Guaranty Agreement, the Official Statement for the Series 2002A Bonds and a
Continuing Disclosure Certificate of the City dated as of December 1, 2002, have been prepared and
submitted to this Council and are on file with the City.
Section 2. Findings. On the basis of infonnation given the City to date, it is hereby
found, determined and declared that:
(a) it is desirable and in the best interest of the City to enter into the Ground
Lease, the Lease, the Disbursing Agreement and the Continuing Disclosure Certificate.
(b) tbe tenus of the Ground Lease, the Lease, the Disbursing Agreement, the
Indenture, and the Continuing Disclosure CeLtificate are found to be advantageous to the
City and the ionn and tenns thereof are hereby approved.
(c) The Site and the Facilities described in the Lease constitute essential
govenunent propelty, and the City presently intends to appropliate all Lease Payments
under the Lease for the tenn of the Lease; however, the obligations of the City under the
Lease are not to be payable from nor charged upon any funds of the City other than the
. funds appropliated annually to the payment thereof, and the Lease shall not constitute a
charge, lien or encumbrance, legal or equitable, upon any propelty of the City except its
interest in the Lease and in the Site and the Facilities under the Lease.
Section 3. Authorization of Documents. The Mayor and the City Manager are
authOlized and directed to execute and deliver the Ground Lease, the Lease, the Disbursing
Agreement and the Continuing Disclosure Celtificate on behalf of the City, substantially in the
f01111S on file, but with all such changes therein as shall be approved by the officers executing the
same, which approval shall be conclusively evidenced by the execution thereof. Copies of all of the
transaction documents shall be delivered, filed and recorded as provided therein. The Mayor and
the City Manager and other City officers are also authorized and directed to execute such other
instruments as may be required to give effect to the transactions herein contemplated.
The Official Statement, a~ completed and supplemented, and its disnibutiol1 to potential
purchasers of the Series 2002A Bonds, are hereby approved. The City, as an "obligated person"
with respect to the Selies 2002A Bonds, will comply with the requirements of Rule 15c2-12(b)(5)
of the Secmities and Exchange Commission, as set fOlth in the Conilnuing Disclosure Celiificate.
Section 4. Approval of Issuance and Sale of Selies 2002A Bonds. The issuance and
sale by the AuthOlity of the Series 2002A Bonds as desclibed in the Official Statement is hereby
approved in all respects. The City will pay. from proceeds of the Series 2002A Bonds or from other
City funds, the costs of issuance of the Series 2002A Bonds.
. Section 5. Payment of Lease Payments. The City will pay to the Tmstee, promptly
when due, all of the Lease Payments and other amounts required by the Lease. To provide moneys
to make such payments, the City will include in its annual budget, for each Fiscal Year during the
5JB-223011 vI 2
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. tenn of the Lease, commencing with the Fiscal Year ending on December 31, 2003, moneys
sufficient to pay and for the purpose of paying all Lease Payments, a reasonable estimate of
Additional Lease Payments, and other amounts payable under the Lease. The agreement of the City
in this Section is subject to the City's right to tenl1inate the Lease at the end of any Fiscal Year, as
set forth in Section 5.6 ofthe Lease.
Section 6. Miscellaneous.
6.01. The City covenants and agrees with the Owners from time to time of the Series
2002A Bonds that the investment of proceeds of the SeIies 2002A Bonds, including the investment
of any revenues pledged to the Lease Payments which are considered proceeds under applicable
regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such
manner that the Series 2002A Bonds shall not be "arbitrage bonds" within the meaning of Section
148 of the Intemal Revenue Code of 1986, as amended, and applicable regulations thereunder, and
that the City shall comply with all other applicable requirements of Section 148. On the basis of the
existing facts, estimates and circumstances, including the foregoing findings and covenants, the City
hereby certifies that it is not expected that the proceeds of the Series 2002A Bonds will be used in
such mmmer as to cause the Series 2002A Bonds to be "arbitrage bonds" under Section 148 and any
regulations thereunder. The Site, the Facilities and the proceeds of the Series 2002A Bonds will
likewise be used in such maImer that the Selies 2002A Bonds will not be "private activity bonds"
under Section 141 of the Intemal Revenue Code of 1986, as amended, and applicable regulations.
. 6.02- The officers of tbe City are authorized and directed to prepare and fumish to the
Oliginal purchaser of the Series 2002A Bonds, and to the attomeys approving the SeIies 2002A
Bonds, certified copies of all proceedings and records of the City relating to the power and authOlity
of the City to enter into the Ground Lease and the Lease within their knowledge or as shown by the
books and records in their custody and control, and such ceItified copies and certificates shall be
deemed representations of the City as to the facts stated therein.
6.03. The City covenants that it will file (or cause the Authority to file) with the Intemal
Revenue Service the info1111ation required under Section 149(e) of the lntemal Revenue Code of
1986.
6.04. Capitalized tenns used herein and defined in the Lease or the Indenture have the
meanings given in the Lease or the Indenture.
Section 7. Effective Date. This resolution shall be effective immediately upon its final
adoption.
ADOPTED: ,2002.
.
City Clerk Mayor
SJH-22 30 Ill'! "
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.
$10,980,000
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF HOPKINS
PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2002A
(PUBLIC WORKS AND FIRE STATION FACILITY)
MDRTGAGE AND SECURITY AGREEMENT AND TRUST INDENTURE
. Dated as of December 1,2002
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF HOPKINS
to
BANKERS TRUST COMPANY
as Trustee
This instrument was drafted by
Kelmedy & Graven, ChaItered
470 Pillsbury Center
200 South Sixth
. Minneapolis, MN 55402
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. T ABLE OF CONTENTS
Page
PARTIES, RECITALS AND GRANTING CLAUSES
Parties.............................................................................................................................................. .1
Reei tals.............................................................................................................................................l
Fonn of Series 2002A Bond ................... ....... ................. ....... ..... ................. ................. ..... ..............2
Granting Clauses.............. ........................... ............................... ....... ...... ...... ......................... .......... 7
ARTICLE I
Definitions and Interpretation
Section 1.01. Definitions................................................................................................................ 9
Section 1.02. Characteristics of Certificate or Opinion ............................................................. ..14
Section 1.03. Additional Provisions as to Interpretation ................................................. .... .... ....15
AR TICLE II
Form, Execution and Registration of Bonds
Section 2.01. Fonn, Matulities and Numeration of Series 2002A Bonds ...................................16
. Section 2.02. Execution of Bonds...... .............. ................................................................ ......... ...1 7
Section 2.03. Authentication of Bonds.. ...... ........... ...... .............................. .......................... .......17
Section 2.04. Registration, Transfers and Exchange ...................................................................17
Section 2.05. Payment ofInterest on Bonds; Interest Rights Preserved......................................18
Section 2.06. Ownership of Bonds ... .... ....... ........... ...... ............................ ....................... ........... .19
Section 2.07. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds ..................................19
Section 2.08. Conditions for Authentication of Series 2002A Bonds .........................................20
Section 2.09. Additional Bonds; Generally..................................................................... ............2 ]
Section 2.10. Additional Bonds to Pay the Cost of Improvements .............................................21
Section 2.11. Additional Bonds for Refunding Purposes ............................................................21
Section 2.12. Delivery of Additional Bonds ....................... .................... ................... ..... .............21
Section 2.13. Book-Entry Only System... ........ ............... ..................... ..................................... ...21
ARTICLE III
Redemption of Bonds
Section 3.01. Redemption of Series 2002A Bonds.................................... ................................ ..24
Section 3.02. Written Notice to Tmstee.. ........ ......... ...... ..................... ..................................... ....24
Section 3.03. Mailing and Publication ofN ot1ce.............................. ...... ........................ ............ .24
Section 3.04. Deposit for Redemption..... ......... ........ ....... ............... ...... .................... ..... ........... ...24
Section 3.05. Payment of Redeemed Bonds.. .......... ...... ..................... .......... ........................ ...... .24
Section 3.06. Cancellation of Redeemed Bonds.... ............. ................... ........... .............. ............ .25
. Section 3.07. Pmiial Redemption of Bonds.............. ...... ..................... ..................................... ...25
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. ARTICLE IV
Bond Proceeds; Project Fund
Section 4.01. Deposit of Series 2002A Bond Proceeds ...............................................................26
Section 4.02. Establishment of Project Fund........... ......... ......... ........ ..................... .................... .26
Section 4.03. Project Costs Defined. ............................. ...... .......... .................... ......... ................ .26
Section 4.04. Payments from Project Fund............... ............................................ .......................27
Section 4.05. Application of Balance in Project Fund................. ..... .................... ........... .......... ..28
Section 4.06 Investment of Project Fund........... .......... ................. ...... ....................................... .28
ARTICLE V
Particular Covenants of the Authority
Section 5.01. Bond Fund.................... ... ..... .................................... ..... ..................... ................... .29
Section 5.02. Reserve Fund....... .......................... ..................... ............. ............. ........... ...... ..... ...29
Section 5.03. Investlnent of Funds ........................... ......................... ..................... ..................... .30
Section 5.04. Compliance with Arbitrage Restrictions; Rebate Requirements ...........................31
ARTICLE VI
Particular Covenants of the Authority
. Section 6.01. PaYlnent of Bonds................................. ...................... ..................... ......................33
Section 6.02. Extensions of Payments of Bonds and Interest......................................................33
Section 6.03. Authority of the Authority............ ...................... ............. ............ ........... .............. .33
Section 6.04. C oncellling the Lease.. ...................... .............................................. ...................... .34
Section 6.05. To Observe All Covenants and Terms; Limitations on Authority's Obligations ..34
Section 6.06. Liens; Further Assurances............. ............ ..... ..... ..... ....... ............. .......... ............ '" .34
ARTICLE VII
Remedies on Default
Section 7.01. E vents of Default ............. __.................................................................................... 35
Section 7.02. Acceleration of Maturity........................ ................. ........................... .......... ......... .35
Section 7.03. Enforcement of Covenants and Conditions.............. .............. __.......... ...................35
Section 7.04. Appointment of Receivers............. ..................... ............. ............. .......... ....... ........36
Section 7.05. Application of Moneys ......................... ................. .......................... ............ ......... .36
Section 7.06. Right of Trustee to Act Without Possession of Bonds ..........................................37
Section 7.07. Power of Majority of Owners ....... ..................... ............ ..................... ...................37
Section 7.08. Limitation on Suits by Owners......... .....................................................................37
Section 7.09. Waiver by O\vners ...... .................... ..................... ............ ............. ........... ....... ...... .38
Section 7.10. Remedies Cumulative, Delay Not to Constitute Waiver .......................................38
Section 7.11. Restoration of Rights Upon Discontinuance ofProceedings.................................38
Section 7.12. Ri ghts of the Insurer..... .................. .... ........ ......... ............. ....................... .............. .38
.
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. ARTICLE VIII
Concerning the Trustee
Section 8.01. Acceptance of Trust and Prudent Performance Thereof........................................40
Section 8.02. Trustee May Rely Upon Celtain Documents and Opinions ..................................41
Section 8.03. Trustee Not Responsible for Indenrure Statements, Validity ................................41
Section 8.04. Limits on Duties and Liabilities of T11lstee ..... ........... ....................... ...... ..............42
Section 8.05. Money Held in Tlust..... _.............. ...... ........................................ .................... ..... ...42
Section 8.06. Obligation of T lustee .................... .................. ...................................................... .42
Section 8.07. Notice to Owners, Etc. ............ ........ ..... ........... ........................ .................... ....... ....42
Section 8.08. Intervention in Judicial Proceedings..................... ......................................... ..... ...43
Section 8.09. Further Investigation by T11lstee ..................... ......... ........................................ ......43
Section 8.10. Trustee to Retain Financial Records...................................... .............. ..................43
Section 8.11. Compensation of T 11lstee . ............................................... .............................. ...... ...43
Section 8.12. Tlustee May Hold Bonds. ................. .............. ..................................................... ..43
Section 8.13. Appointlnent of Trustee ......... ...................................... ...................................... ....43
Section 8.14. Merger of Trustee ........ ................................. ........................................................ .44
Section 8.15. Resignation or Removal of Trustee......................... ............ .......................... ...... ..44
Section 8.16. Appointment of Successor Trustee. ...................................... .................................44
Section 8. I 7. Transfer of Rights and Property to Successor Trustee...........................................45
Section 8.18. Appointment of Successor or Altemate Paying Agents ........................................45
. ARTICLE IX
Concerning the Owners
Section 9.01. Execution of Instruments by Owners................ ........ ..... ..... ......... ............... ...........46
Section 9.02. W ai ver of N oti ce .................................................................................................... 46
Section 9.03. Detel111ination of Owner C oncun-ence...................................................................46
Section 9.04. Owners' Meeting ................................................................................................... 4 7
Section 9.05. Revocation by Owners........ .......................... ........ ....... .... ....... .................. ......... ....48
ARTICLE X
Payment. Defeasance and Release
Section 10.01 . Payment and Discharge ofIndenture.... ......... ........ .................. ........ ......... ......... ....49
Section 10.02. Bonds Deemed not Outstanding After Deposit .....................................................50
Section 10.03. Unclaimed Money to be Returned .........................................................................50
Section 10.04 Payment by Insurer......... _......................... _........................................................... .50
ARTICLE XI
Supplemental Indentures
Section 11.01. Purposes for Which Supplemental Indenrures may be Executed ..........................51
Section 11.02. Execution of Supplemental Indenture....................................................................51
Section 11.03. Discretion of Tmstee.. ........... ........... ......... ...... ........ .................. ................. ......... ...52
. Section 11.04. Modification of Indenture with Consent of Owners.. ........... ......... ..... ..... ....... .......52
Section 11.05. Supplemental Indentures to be Pati of Indenture...................................................52
Section 11.06. Rights of City Unaffected ......................................................................................53
Section 11.07. Insurer's Consent.............. ............. ............... ....... .................. .................. ......... .....53
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. ARTICLE XII
Amendments to the Lease and
the Ground Lease
Section 12.01. Amendments to the Lease and the Ground Lease Not
Requiring Consent of Owners................... .................................. ............. ............. .54
Section 12.02. Amendments to the Lease, the Ground Lease RequiIing
Consent of Owners............................... ....... .......................................... ............... ..54
Section 12.03. Rights of Authority... ........... ............. ........ ................. ......... ................................. ..54
ARTICLE XIII
Miscellaneous
Section 13.01. Covenants of AuthOIity Bind Successors and Assigns ..........................................55
Section 13.02. Immunity of Officers ...... ....... .................... ............................................ ................55
Section 13.03. No Benefits to Outside PaI1ies...............................................................................55
Section 13.04. Separability of Indenture Provisions.......... ............... ................................. ............55
Section 13.05. Execution of Indenture in Counterparts. ......... .............. ........ .......... ...... ............... ..55
Section 13.06. Headings Not Controlling.......................................... ........................... ....... ..........55
Section 13.07. Notices, etc. to Tmstee, Authority, City and Original Purchaser ..........................55
. SIGNA TURES
.
5.1 B-22273 R\+-~ IV
HP\ 10-(,5
. TRUST INDENTURE
This MORTAGE AND SECURJTY AGREEMENT AND TRUST INDENTURE, dated
as of the 1 st day of December, 2002, by and benveen the HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF HOPKINS, a public body corporate and politic and
political subdivision of the State of Minnesota (the "Authority"), and Bankers Trust Company, a
national banking association with trust powers having its main corporate trust office and place of
business in the City of Des Moines, Iowa (the "Trustee");
WITNESSETH:
WHEREAS, the Authority is a duly organized and existing political subdivision under
the laws of Minnesota, and the Authority has authority to enter into and perfonn its obligations
under this Indenture pursuant to Minnesota Statutes, Sections 469.090 to 469.1081, as amended,
(herein called the "Act"); and
WHEREAS, pursuant to a Ground Lease dated as of December 1, 2002 (the "Ground
Lease"), the Authority has leased celiain land in the City of Hopkins, Minnesota (the "Site")
from the City of Hopkins, Minnesota (the "City"); and
WHEREAS, the Authority has agreed to enter into a Lease-Purchase Agreement dated as
. of December 1, 2002 (the "Lease"), whereby the Authority will lease to the City, with option to
purchase, the Site and facilities to be constructed thereon (the "Facilities"); and
WHEREAS, the Authority is, under the Act, authorized to issue and sell revenue bonds to
finance the constmction of the Facilities and related costs and to assign celiain of its interests in
the Ground Lease and the Lease as security therefor; and
WHEREAS, the AuthOlity has duly authorized and directed the issuance of a selies of
revenue bonds in the aggregate principal amount of $10,980,000 to be designated "Public
Facility Lease Revenue Bonds, Series 2002A (Public Works and Fire Station Facility)" (the
"Series 2002A Bonds"), as in this Indenture provided; and
WHEREAS, under the Lease, the City is required, subject to its light to detennine not to
appropriate Lease Payments and to tenninate the Lease, to make Lease Payments in amounts and
at times sufficient to pay the principal of, premium (if any) and interest on the Series 2OO2A
Bonds and any Additional Bonds when due; and
WHEREAS, the execution and delivery of the Ground Lease, the Lease and this
Indenture and the issuance of the Selies 2002A Bonds have been in all respects duly and validly
authorized by the Authority pursuant to a resolution adopted by the Authority on November
U).~O(\219, 2002 (the "Bond Resolution"); and
-~
. WHEREAS, pursuant to Hfl-A-s:"it."t1-ffit'-l1Hti=rr\-S(,C~:~'ity--:;,-\:;rcell1('-!'l--t-{.b(,;:d :1:; cf..Pt'cel~1h;..'r !.
200:::' (tI1e--=-:~~~i'B€'t4-this Indenture the Authority h:L; a.;~;i?1e.Jassigns and m01iual[es to the
Trustee:-FE~+.l+,,-'-t-I-1c S;:ri~24{t~\--8~"'n~-h-+f the Authority's light7 title and interest i-t'-\~::Ti
-l'Ptin celiain ri:,k~; Ie indc~111litl~~:itil'i1 and p.l> :n::1f uf ';_'~;I~n:;c_; ::nd aLl', ancc::: Ii:: ;II:::! iu r~]c'
Gt+-+H-H'=4:-e*b.e----t-!+hl+~-:;"=7_:._l.\-*J-DroDeliv as furiher described herein: and
S13 222738v! ~ I
HPl ] 0-65
. WHEREAS. the maximum nrincioal amount of debt secured bv this l110li!!age is
$10.980.000: and
WHEREAS, the Selies 2002A Bonds, and the fonn of assignment and the Trustee's
authentication certificate to be endorsed thereon, are to be in substantially the following fonTI
(the text of which f01111 may be printed on the face, or on the back, or partly on the face and
parily on the back), to wit:
(Fonn of Selies 2002A Bond)
UNITED STATES OF AMERlCA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF HOPKINS
No.R $
Public Facility Lease Revenue Bond, Selies 2002A
(Public Works and Fire Station Facility)
. Date 0 f
Interest Rate Maturity Original Issue CUSIP
1,2002
Registered Owner: CEDE & CO.
Principal Amount:
The Housing and Redevelopment Auth01ity in and for the City of Hopkins, a public body
corporate and politic and political subdivision of the State of Minnesota (the "Authority"), for
value received, hereby promises to pay, but solely from the sources hereinafter described, to the
Registered Owner specitied above or registered assigns, the Principal Amount set f01ih above on
the Maturity date specified above, upon the presentation and sunender hereof, and to pay to the
Registered Owner hereof interest on such Principal Amount from such sources at the Interest
Rate specified above from the Date of Original Issue set forth above, or the most recent interest
payment date to which interest has been paid or duly provided for as specified below, on
February 1 and August 1 of each year, commencing August 1.~(H)~ , 1. 2003. until said principal
amount is paid. Principal and the redemption price are payable in lawful money of the United
States of America at the office of Bankers Trust Company, Des Moines, Iowa, as Trustee under
the Indenh1re hereinafter described or of its successor as Trustee. Interest shall be paid on each
interest payment date by check or draft mailed to the person in whose name this Bond is
. registered at the close of business on the fifteenth (15th) day of the month immediately preceding
such interest payment date (whether or not a business day) at the Owner's address set fonh on
the registration records maintained by the Trustee. Any such interest not punctually paid or
provided fai- will cease to be payable on such regular record dates and such defaulted interest
may be paid to the person in whose name this Bond is registered at the close of business on a
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. special record date for the payment of such defaulted interest established by the Trustee pursuant
to the Indenture.
It is hereby certified and recited and the Authority has found: that all acts, conditions and
things required to be done precedent to and in the issuance of this Bond and the series ofwhich it
is a pati have been properly done, have happened and have been performed in regular and due
time, fann and manner as required by law; and that this Bond and the series of which it is a pati
does not constitute a debt of the Authority within the meaning of any constitutional or statutory
limitation.
Additional provisions of this Bond are contained on the reverse hereof and such
provisions shall for all purposes have the same effect as though fully set f011h in this place.
This Bond shall not be valid or become obligatory for any purpose until it shall have been
authenticated by the execution of the certificate hereon endorsed by the Trustee under the
Indenture.
IN WITNESS WHEREOF, the Housing and Redevelopment Authority in and for the
City of Hopkins has caused this Bond to be executed in its name by the facsimile signatures of its
duly authorized officers, all as of the Date of Original Issue specified above.
HOUSING AND REDEVELOPMENT AUTHORITY
. IN AND FOR THE CITY OF HOPKINS
(Facsimile)
Chair
(Facsimile )
Executive Director
Date:
(Form of Trustee's Celiificate)
This is one of the Bonds described in the within mentioned Indenture.
NA TIONAL ASSOCIATION
Date: By
Authorized Signature
. (Fonn of Reverse of Bond)
This Bond is issued pursuant to Minnesota Stahltes, Sections 469.001 to 469.047, as
amended (herein called the "Act"), and in conformity with the provisions, restrictions and
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l-IPIIO-65
. limitations thereof. This Bond does not constitute or give rise to a charge against the general
credit or properties or taxing powers of the Authority or the City of Hopkins, Minnesota (the
"City") and does not grant to the Owner of this Bond any right to have the Authority or the City
levy any taxes or appropriate any funds for the payment of the principal hereof or interest
hereon, nor is this Bond a general obligation or a pecuniary liability of the Authority or the City
or the individual officers or agents thereof. This Bond does 110t constitute an indebtedness of the
AuthOlity or the City, within the meaning of any state constitutional provision or statutory or
chalter limitation. This Bond and interest hereon are payable solely from Lease Payments to be
paid by the City pursuant to a Lease-Purchase Agreement dated as of December 1.20021. 2002
(the "Lease"), from the Authority to the City, or other moneys held by the Trustee in a Fund or
Account appropriated to the payment of the Bonds of this series under the MOltflafle and Security
Aflreement and Trust Indenture dated as of December ~81 L 2002 (the "Indenture").
THE OBLIGATION OF THE CITY TO ;-.,L\REMAKE LEASE PAYMENTS
PURSUANT TO THE LEASE IS SUBJECT TO ANNUAL APPROPRIA nON BY THE CITY
COUNCIL OF THE CITY. IN THE EVENT THE CITY COUNCIL DETERMINES NOT TO
APPROPRIA TE MONEYS FOR THE PAYMENT OF LEASE PAYMENTS DUE IN A
FISCAL YEAR, THE LEASE WILL TERMINATE AT THE END OF THE THEN-CURRENT
FISCAL YEAR, AND THE CITY WILL HAVE NO FURTHER OBLIGATION TO
M-A-R-I;MAKE LEASE PAYMENTS PURSUANT TO THE LEASE.
. This Bond is one of a duly authorized series of special, limited obligation Bonds (the
"Series 2002A Bonds") in an aggregate principal amount of $10,980,000 in denominations of
$5,000 or integral multiples thereof not exceeding the principal amount maturing in any year,
and numbered from R-ij upwards, and of like tenor and effect except as to serial number,
denomination, interest rate, maturity and right of prior redemption, all of which have been
authorized by law to be issued and have been issued or are to be issued by the Authority pursuant
to a Bond Resolution adopted by the Authority on November 19, 2002 (the "Bond Resolution"),
to provide financing for the acquisition and construction of the Site and Facilities described in
the Lease. The Series 2002A Bonds are equally and ratably secured by the Indenture and the
Lease. Pursuant to an "\~;:,i;l~mein and Sccnrity ,\;;recmenl dated a.~ (Jf DCcl;il1bcr 1, 2UCP (the
"\';:~i;;nI1l2-l'li-=":-Hhe Indenture, the Authority has assigned and 1110lt!laged to the Trustee all of its
right, title and interest (other than cel1ain rights to indemnity and payment of expenses) in and to
Site. the Facilities, the Lease and the Ground Lease dated as of December 1 ,2U021. 2002 (the
"Ground Lease") from the City to the Authority. Reference is hereby made to the Ground Lease,
the Lease, the Indenture, the ~~nn1€f1t. :he Bond Resolution, and any amendments or
supplements thereto for a description and limitation of the propelty, revenues and funds pledged
and appropriated to the payment of the Series 2002A Bonds, the nature and extent of the security
thereby created, the rights of the Owners of the Selies 2002A Bonds, the rights, duties and
immunities of the Trustee, and the rights, immunities and obligations of the Authority and the
City thereunder. Celtified copies of the Bond Resolution and executed counterpmis of the
Indenture, the Ground Lease~ and the Lease-ttftd the ,^:..:):;ignn~enf are on file at the office of the
Trustee.
. The Series 2002A Bonds are subject to extraordinary redemption on any Business Day in
whole or in part in celtain events of damage to or destruction or condemnation of the Site or the
Facilities, or change of law as provided in the Lease, at a redemption price equal to par plus
accrued interest.
SJB222738v~ ;: 4
HP I ] 0-1)5
. The Sel1es 2002A Bonds maturing on or after Febl1lary 1, ~2014 are subject to
optional redemption, at the election of the City, in whole or in part, and if in part in such manner
as the City shall detennine, on February I, 20 _2013 and any date thereafter, at a redemption
price of par plus accrued interest.
Notice of any such redemption shall be given to the registered Owner of each such Series
2002A Bond by first class mail, addressed to the Owner's registered address, not later than thirty
(30) days prior to the date fixed for redemption. Prior to the date fixed for redemption, funds
shall be deposited with the Trustee sufficient to pay the Series 2002A Bonds called and accrued
interest thereon, plus any premium required. Upon the happening of the above conditions, Series
2002A Bonds thus called shall not bear interest on or after the call date and, except for the
purpose of payment from the funds so deposited, shall no longer be protected by the Indenture.
This Bond is transferable, as provided in the Indenture, only upon the registration records
maintained by the Trustee by the Registered Owner hereof in person or by the Owner's duly
authorized attomey, upon sUITender of this Bond for transfer at the office of the Trustee, duly
endorsed by, or accompanied by a written instrument of transfer in fonn satisfactory to the
Trustee duly executed by, the Registered Owner hereof or the Owner's duly authorized attomey,
and, upon payment of any tax, fee or other governmental charge required to be paid with respect
to such transfer, one or more Series 2002A Bonds of the same maturity, aggregate plincipal
amount and interest rate will be issued to the designated transferee or transferees.
. The Series 2002A Bonds are issuable only as fully registered bonds without coupons in
denominations of $5,000 or any integral multiple thereof not exceeding the principal amount
maturing in any year. As provided in the Indenture and subject to celiain limitations set f011h
therein, the Selies 2002A Bonds are exchangeable for a like aggregate principal amount of Series
2002A Bonds of the same maturity and interest rate, of different authorized denominations, as
requested by the Registered Owner or the Owner's duly authorized attorney upon sunender
thereof to the Trustee.
In case an Event of Default as defined in the Indenture or the Lease occurs, or in the
event of non-appropriation by the City Council of the City, the pl1ncipal of this Bond and all
other Series 2002A Bonds Outstanding may be declared or may become due and payable prior to
the stated maturity hereof in the mal1l1er and with the effect and subject to the conditions
provided in the Indenture, but no Owner of any Selies 2002A Bond shall have any light to
enforce the provisions of the Indenture, the Lease~ 01: the Ground Lease ,);- :he .\:;:;i;;mLl'it except
as provided in the Indenture.
With the consent of the Authority and the Tmstee, and to the extent pennitted by and as
provided in the Indenhlre, the tenns and provisions of the Indenture, the Lease: and the Ground
LeaSe--rt:1d t11(' ,\:<;~.5'llltt'f+t, or of any instrument supplemental thereto, may be modified or
altered by tbe assent or authOlity of the Owners of a majority in aggregate principal amount of
the Bonds tben Outstanding thereunder.
. ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto_
SJB-2227JSvi ~ 5
HP11O-65
.
(Please Print or Typewrite Name and Address of Transferee)
the within Bond and all rights thereunder, and hereby in-evocably constitutes and appoints
attorney to transfer the within Bond on the
books kept for registration thereof, with full power of substitution in the premises.
Dated:
Please Inse11 Social Security Number or Notice: The signature to this assignment
Other Identifying Number of Assignee must conespond with the name as it appears
on the face of this Bond in every particular,
without alteration or any change whatever.
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on
the books of the Trustee in the name of the person last noted below.
. Signature of
Date of Reg:istration Registered Owner Tmstee
Cede & Co.
Federal ID #13-2555119
ST A TEMENT OF INSURANCE
MBIA Insurance Comoration (the "Insurer") has issued a Dollcv containing the
[ollo\\'in2: provisions. such Doliey being on file at Bankers Tmst COI11Danv. Des Moines.
Iowa..
The Insurer. in consideration of the oavment of the premium and subiect to the
terms of this policy. herebv unconditionallv and irrevocably l.marantees to any owner. as
l1ereinafter defined. of the following described obligations. the full and complete oavment
required to be made bv or on behalf of the Issuer to Bankers Trust Comoanv or its
successor (the "Pavin~{!ent") of an amount eaual to ( i) the orinciDal of ( either at the
stated maturity or bv anv advancement of maturity oursuant to a mandatory sinking fund
Davment) and interest OIL the Obligations (as that tel111 is defined below) as such Davmcnts
. shall become due but shall not be so oaid (cxcent that in the event of any acceleration of
the due d3te of such orincinal bv reason of mandatory or optional red emotion or
slcceleration resulting from default or otherwise. other than any advancement of maturity
@rsuant to a mandatory sinking fund oavmcnt. the oavments guaranteed hereby shall be
made in such amounts and at such times as sucb..J2avments of orincioal would have been
SJB-22173Rv+-J 6
HP11O-115
. due had there not been any such acceleration ); and (ii) the reimbursement of anY such
payment \vhich is subsequently recovered from anv owner pursuant to a final ludrrment bv
a court of conmetent jurisdiction that such oayment constitutes an avoidable oreference to
such mvner within the meaning: of any apolicable banklUotcy law. The amounts referred to
in clauses (i) and (ii) of the orecedin~ sentence shall be refelTed to herein collectivelv as
the "Insured Amounts." "Obligations" shall mean:
$10,980.000
I-IOUSfNG AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF HOPKINS
PUBLIC FACILITY LEASE REVENUE BONDS, SERlES 2002A
{pUBLIC WORKS AND FIRE STATION FACILITY
Uoon receiDt of telephonic or telegraphic notice. such notice subsequentlv
confimled in writing bv registered or certified maiL or UDon receiDt of written notice by
registered or cCItified maiL by the lnsurer from the Payin~ Ag:ent or any o\vner of an
Obligation the oavment of an Insured Amount for which is then due. that such required
payment has not been made. the Insurer on the due date of such payment or within one
business day after receipt of notice of such nonpayment. whichever is later. will make a
deoosit of funds. in an account with State Street Bank and Tmst Comoanv. N.A.. in New
York, New York. or its successor. sufficient for the pavment of any such Insured Amounts
which are then due. Uoon oresentment and sun'ender of such Obligations or Dt"esentment
. of such other oroof of ownership of the Obligations. tog:ether with any aoorooriate
instruments of assignment to evidence the assignment of the Insured Amounts due on the
ObIillations as are oaid by the Insurer, and aporooriate instruments to effect the
appointment of the Insurer as ag~nt for such owners of the Obligations in allV leJillI
proceeding related to oavment of Insured Amounts on the Oblig:atiolls. such instmments
being in a f011n satisfactory to State Street Bank and Tmst Comoanv. N.A.. State Street
Bank and Trust Comoany. N.A. shall disburse to such owners or the Paving Agent
pavment of the Insured Amounts due on sLlch Obli2:ations. less anv amount held bv the
Paving Agent for the payment of such Insured Amounts and legally available therefor.
This Dolicy does not insure ag:ainst loss of anv oreoavment oremium which mav at any
time be pavable \vith resoect to any Oblillation.
As used herein. the t~lln "owner" shall mean the rerristered owner of any
Obligation as indicated in the books maintained bv the Paving Agent. the Issuer. or any
designee of the Issuer for such puroose. The term owner shall not include the Issuer or any
pm1v .",hose agreement with the Issuer constitutes the underlyim! securitv for the
Obli g:ati 011S.
Anv service of orocess on the Insurer mav be made to the Insurer at its offices
located at 113 KitH! Street. Armonk. New York 10504 and such service of orocess shall be
valid and binding.
. This policv is non-cancellable for anv reason. The nremiul1l on this nolin' is not
refundable for anv reason incJudilH! the payment mior to maturitv of the Obligations.
HI~~-tt'-nH.l.tH--t) fIn S l! Rt-/H..'-t'--h,::,-r=€1
MBlA INSURANCE CORPORA nON
SJ B-22273 8\'';-~ 7
HPI1O-h5
.
and
WHEREAS, the execution and delivery of this Indenture have been duly authorized by
the AuthOlity, and all conditions, acts and things necessary and required by the Constitution and
Laws of the State of Minnesota, or othelwise, to exist, to have happened or to have been
perfonned precedent to and in the execution and delivery of this Indenture, and in the issuance of
the Selies 2002A Bonds, do exist, have happened or have been perfonned in regular fonn, time
and manner, and the execution and delivery of this Indenture have been in all respects duly
authorized; and
WHEREAS, the Trustee has accepted the trust created by this Indenture and in evidence
thereof has joined in the execution hereof;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
GRANTING CLAUSES
That the Authority, in order to secure the payment of the principal of, premium (if any)
and interest on the Bonds issued under this Indenture according to their tenor and effect and the
perfomlance and observance of each and all of the covenants and conditions herein and therein
. contained, and for and in consideration of the premises and of the purchase and acceptance of the
Bonds by the respective purchaser or purchasers and registered Owners thereof, and for other
good and valuable consideration, the receipt whereof is hereby acknowledged, has executed and
delivered this Indenture and has granted, bargained, sold, assigned, transfened, conveyed,
pledged and set over, and by these presents does hereby grant, bargain, sell, assign, transfer,
convey, pledge and set over, unto the Trustee, and to its successor or successors in the tlUst
hereby created and to its assigns forever:
1.
All right. tile and interest of the Authoritv in the land desclibed in Exhibit A hereto (the "Site"),.
torrether with but not limited to ( i) all buildinl! materials. suon lies. equioment. incinerator
aooaratus. air-conditioning eauipment water and gas aooaratus. nines. faucets and all other
tixtures of everv descriotion which an~ now or mav hereafter be olaced or Llsed on the Site or in
an v buildin2: or imorovement now or hereafter located thereon. (ii) all additions. accessions.
lI1crease. parts. fittings. accessories. replacements. substitutions, bettennellts. reoalrs and
proceeds to and of any and all of the forellOing, ( iii) all oroceeds from insurance and
condemnation relating to the Site. (9iv) all hereditaments. easements reoairs and oroceeds to and
of any and all of the foregoing. and (iv) all hereditaments. easements. aooUl1enances. estates and
other ril!hts and interest now or hereafter be]om?:ing to or in anv way oeltainilH! to the Site or to
anv building or imorovement now or hereafter located thereon.
.
SJB<'.22n8v2-~ 8
HPlIO-65
. II.
All items of fixtures. machinery. fumishings and other talH!jble oersonal Dropcrty
ourchased with proceeds oHhe Bonds and located or to be located on the Site. and all accessions.
increases. Darts. fittings. accessories. reDlacements. substitutions. betterments. reoairs and
proceeds to and of any thereof.
III.
All of the rights and interests of the AuthOlity in and to the Ground Lease and the Lease,
except for the lights of the Authority relating to expenses, indemnity, payment of attorneys' fees
and advances under Sections ~.3.7.~1j.3. 7.5 and 7.6 ofthe Lease.
-J.h
IV.
A first lien on and pledge of all light, title and interest in (i) the moneys and investments
in the Bond Fund and the Reserve Fund covenanted to be created and maintained under this
Indenture, (ii) any moneys and investments in the Project Fund not applied to payment of Project
Costs, as fm1her provided herein, and (iii) Net Proceeds of any insurance or condemnation award
held by the Trustee pursuant to the tenus of the Lease or this Indenture.
. -H+.-
V.
Any and all other property of every name and nature from time to time hereafter by
delivery or by writing of any kind conveyed, mortgaged, assigned or transfelTed, or in which a
security interest is granted by the Autholity or the City or by anyone in behalf of either of them
or with their written consent, to the Trustee, which is hereby authorized to receive any and all
such property at any and all times and to hold and apply the same according to the tenus hereof.
SUBJECT. however. to Pe1l11itted Encumbrance s.
TO HAVE AND TO HOLD all and singular the said property hereby conveyed and
assigned, or agreed or intended so to be, to the Trustee, its successor or successors in trust and its
and their assigns, FOREVER.
IN TRUST NEVERTHELESS, upon the tenus and trust herein set f011h, for the equal
and proportionate benefit, security and protection of all Owners of the Bonds issued or to be
issued under and secured by this Indenture, without preference, priority or distinction as to lien
or othelwise of any of the Bonds over any of the others;
PROVIDED, HOWEVER, that if the Authority, or its successors or assigns, shall well
. and truly payor cause to be paid the principal of the Bonds and the premium (if any) and interest
due or to become due thereon, at the times and in the maImer mentioned in the Bonds according
to the true intent and meaning thereof, or shall provide, as pe1111itted hereby, for the payment
thereof by depositing with the Trustee sums sufficient to pay the entire amount due or to become
due thereon, and shall well and truly keep, perf 01111 and observe all the covenants and conditions
SJB-222738v+-~ 9
HPll0~6S
. pursuant to the tenns of this Indenture to be kept, perfonned and observed by the Authority and
shall pay to the Trustee all sums of money due or to become due to it in accordance with the
tenllS and provisions hereof; then upon such final payment this Indenture and the rights hereby
granted shall cease, terminate and be void; otherwise, this Indenture to be and remain in full
force and effect.
THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared that all
Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said
property hereby assigned or pledged is to be dealt with and disposed of under, upon and subject
to the tenns, conditions, stipulations, covenants, agreements, trusts, uses and purposes as
hereinafter expressed, and the Authority agrees and covenants with the Trustee and with the
respective Owners from time to time of the said Bonds or any part thereof, as follows, that is to
say:
.
.
SJB-~21738v'c-~ 10
HPIIO-65
. ARTICLE I
Definitions and Interpretation
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in
this Article I and in the recitals and succeeding Aliicles of this Indenture shall, for all purposes of
this Indenture and of any indenture supplemental hereto, have the meanings herein specified,
such definitions to be equally applicable to both the singular and plural forms of any of the terms
defined:
"Act" means Milmesota Statutes, Sections 469.090 to 469.1081, as amended.
"Additional Bonds" means any Bonds issued pursuant to Sections 2.09 tlu'ough 2.12
hereof
""\~;:;ignntei1t" meJIL the .\:;signmem--attd S(;c~ll'it~t','\;reemegt lIf even d:ltc hcr~-h,
from the "'\ utllOri t y to t~lL' T rustce. fHtfstHffiHf+-',vhicl1 the .\uthori7Y a~<;i:;n:; to the T ru~~
entire righL title and illlcrc~;t to the Groand Lel\~;e and the Lca::;c and tlw right to rccei\"e LCl\~;(;:
Payment:; under the LC:1;.c. ns ;;ucb /\.~5ignmcnt may bf amended or sappkmcntcd from ti111C to
~
. "Authority" means the Housing and Redevelopment AuthOlity in and for the City of
Hopkins, a public body corporate and politic and political subdivision of the State of Minnesota,
and its successors and assigns as lessor under the Lease.
"Authorized Officer," when used with respect to the City, means its Mayor, its City
Manager, its Finance Director. its Assistant Finance Director, its Public Works Director or any
other person who is designated in writing by the City as an Authorized Officer for purposes of
this Lease. and when used with respect to the Authority means its Executive Director, Assistant
Treasurer, or any other person who is designated in writing by the Authority as an Authorized
Officer for purposes of this Lease.
"Bond Fund" means the Bond Fund established under Section 5.01 of this Indenture.
"Bond Resolution" means the resolution adopted by the Authority on November 19, 2002
authorizing the issuance and sale of the Series 2002A Bonds, as the same may be amended,
modified or supplemented by any amendments or modifications thereof.
"Bonds" means the Series 2002A Bonds and any Additional Bonds.
"Business Day" means any day on which the Trustee is open for business.
"Celiificate" means a certification in writing required or penl1itted by the provisions
. either of the Lease or this Indenture signed and delivered to the Trustee or other proper person or
persons. If and to the extent required by the provisions of Section 1.02 hereof. each Certificate
shall include the statements provided for in said Section 1.02.
SJB-22273~v: ;;. 11
HPll065
. "Ce11ified Resolution" means a copy of a resolution of the AuthOlity or tbe City, celtified
by the clerk, secretary or other proper person to have been duly adopted and to be in full force
and effect on the date of such certification.
"City" means the City of Hopkins, Minnesota, a home mle charter city and political
subdivision of the State of Minnesota, and any successor to its functions.
"Closing Date" means the date on which the Bonds of any series are delivered to the
Oliginal Purchaser against payment therefor.
"Construction Period" means the period between the beginning of constlUction of the
Facilities or the date on which the Series 2002A Bonds are first delivered to the Original
Purchaser, whichever is earlier, and the Completion Date with respect to the construction of the
Facilities, as defined in the Lease.
"Default" means default in the perfOlmance or observance of any of the covenants,
agreements or conditions contained in this Indenture, or in the Bonds Outstanding hereunder,
exclusive of any notice or period of grace required for a default to constitute an "Event of
Default" as hereinafter provided.
"Disbursing Agreement" means the Disbursing Agreement of even date herewith
between the Authority, the City, the Tmstee and Commonwealth Land Title Insurance Company,
. as disbursing agent, as the same may be amended or supplemented from time to time.
"Event of Default" means an Event of Default described in Section 7.01 of this Indenture
which has not been cured.
"Facilities" means any buildings, structures and improvements to be constructed on the
Site, and all fumiture, fixtures and equipment to be acquired with proceeds of sale of the Bonds
and located thereon.
"Financial Guaranty Agreement" means the Financial Guaranty Agreement dated as of
December -1-,2-002,1. 2002. between the Issuer and the Insurer, pursuant to which the Insurer has
issued the Surety Bond as the Reserve Requirement for the Series 2002A Bonds, as the same
may be amended or supplemented.
"Financial Newspaper" or "Financial Joumal" means any newspaper or joumal devoted
to financial news circulated in the English language in Mimleapolis or St. Paul, Mimlesota.
"Ground Lease" means the Ground Lease of even date herewith, by which the City leases
the Site to the AuthOlity, as amended or supplemented from time to time.
"Improvements" means any addition, enlargement, improvement, extension or alteration
of or to the Facilities as they then exist, and also means any fixtures, structures or other facilities
. (other than the Facilities) acquired or constructed by the City and located on the Site.
"Indenture" means this MOli!!<H!e and Securitv Agreement and Trust Indenture dated as
of December I, 2002, between the Authority and Banlcers Tmst Company, as Trustee, under
SJB-22273Sv+-; 12
I-1Pl10 65
. which the Bonds are authOIized to be issued, and including any amendments or supplements
hereto.
"Independent," when used with reference to an attorney, engineer, architect, certified
public accountant, consultant or other professional person, means a person who (i) is in fact
independent, (ii) does not have any material financial interest in the City or the transaction to
which such person's Certificate or opinion relates (other than payment to be received for
professional services rendered), and (iii) is not connected with the Authority or the City as an
officer, director or employee.
"Independent Counsel" means an Independent attomey duly admitted to practice law
before the highest court of any state.
I "Independent Engineer" means an Independent engineer or engineering fil111 or an
Independent architect or architectural finn quahfied to practice the profession of engineering or
architecture under the laws of Milmesota.
"Intemal Revenue Code" means the Intemal Revenue Code of 1986, as amended.
"Insurer" means MBIA Insurance Corporation, its successor and assigns.
"Lease" means the Lease-Purchase Agreement of even date herewith between the
. Authority, as lessor, and the City, as lessee, as amended or supplemented from time to time.
"Lease Payments" means each of the payments due from the City to the Authority on
each Lease Payment Date during the Tenn of the Lease, as shown on Exhibit B to the Lease.
"Net Proceeds," when used with respect to proceeds of insurance or a condemnatlon
award, means moneys received or receivable by the City, as owner or as lessee under the Lease,
or the Trustee, as lessee under the Ground Lease or as secured patty, of the Site or the Facilities,
less the cost of recovery (including attorneys' fees) of such moneys from the insming company
or the condemning authority.
"Opinion of Counsel" means a written opinion of counsel (who need not be Independent
Counsel unless so specified) appointed by the City or the Authority and acceptable to the Trustee
or appointed by the Trustee. If and to the extent required by the provisions of Section 1.02
hereof, each Opinion of Counsel shall include the statements provided for in said Section 1.02.
"Original Purchaser" means
"Outstanding" when used as of any particular time with reference to Bonds means
(subject to the provisions of Section 9.03 of this lndenture pel1aining to Bonds owned by the
Authority or the City) all Bonds theretofore authenticated and delivered by the Trustee under this
Indenture except: (1) Bonds theretofore canceled by the Trustee or sunendered to the TlUstee for
. cancellation; (ii) Bonds for the payment or redemption of which funds or direct obligations of or
obligations fully guaranteed by the United States of America in the necessary amount shall have
theretofore been deposited with the Trustee (whether upon or prior to the maturity or the
redemption date of such Bonds), provided that if such Bonds are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given pursuant to Alticle TII of this
S.1B-22273~y>-2 13
HPll0-ti5
. Indenture, or provision satisfactory to the Trustee shall have been made for the giving of such
notice; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been
authenticated and delivered by the Trustee pursuant to the tenus of Section 2.07 peltaining to
replacement of Bonds.
"Owner" means the registered owner of any Outstanding Bond.
"Pennitted Encumbrances" means, as of any particular time: (i) liens for taxes and
assessments not then delinquent, or which the City may, pursuant to provisions of Section 6.3 of
the Lease, pennit to remain unpaid, (ii) the Ground Lease, the Lease, the .\ssign;H€Ht-and
amendments thereto, (iii) the Authority's and the Trustee's interest in the Facilities, (iv) any
mechanic's, laborer's, materialmen's, supplier's or vendor's lien or right not filed or perfected in
the manner prescribed by law, (v) such minor defects, irregularities, encumbrances, easements,
lights-of-way and clouds on title as normally exist with respect to propelties similar in character
to the Site and which do 11ot, in the opinion of Independent Counsel, matelially impair the
propeliy affected thereby for the purpose for which it was intended, and (vi) easements,
restrictions or encumbrances, if any, show11 on Exhibit A to the Lease.
"Penllitted Investments" means any of the following with an appropriate market value
and of an appropriate matUlity:
1. Obligations of, or guaranteed as to principal and interest by, the United States of
. America, or by any agency or instrumentality thereof hereinafter designated when such
obligations are backed by the full faith and credit of the United States of America. These
are limited to:
. U.S. Treasury obligations (All direct or fully guaranteed obligations)
40---,------.. Fanners Home Administration Certificates of Beneficial Ownership
. General Services Administration Pmticipation Certificates
=
--------. U.s. Maritime Administration (Guaranteed Title XI financing)
"_m Small Bll.;in2J~; .\d!l1jl1i;~ratioll (Ciuuwnteed Pl1Hi~tion C<;:,rtific~~tc~; and--G+w;'an~ced
Peti I C crt if -tt'ah.'7-1
. GNMA Guaranteed Mortgage Backed SeCluities
=
.....-_.~. GNMA Guaranteed Pmticipation Certificates
. U.S. Department of Housing & Urban Development Local AuthOlity Bonds
=
__~--- W ;l'~liin:;t;)::r--M-€t rop\ di 1::::1 . \;-;:a T rami, .\ uthnri!y C~larantced T;'8n:, it Bc)[~c\,-;.
=
2. The following obligations of instrumentalities or agencies of the United States of
America:
.,._~_.~~ . Federal Home Loan MOligage Corporation (FHLMC) P31ticipation Ce11ificates
Debt Obligations
_---lc:0tk ra! H; ll-W-t--{)::l! I B d n l~-++::H-t-B a 11 L:~: (<' \ I] ~ :'<t=H+8;11 ,.: d Dc b t () b 1 i ;8 t i ( J It-ft7:ii_+-~~{''::'f-e-f
C-f2-J.i..t--(O,fii: L :2 ,J-i-s~'i-f
. ...~._. Federal National MOlt gage Association (FNMA) (Senior Debt Obligations and
Mortgage Backed SecUI-ities, !~~:[-€*c.krdtH..~S+r~I"t~.J--:\4-Bt'j..~n'::::l;;---:SB8!-Rt~t'~'-;-~
- ~ -, ~
arc ',~IL:~,J i:-,;-C~Hcr th:tn P:li" ,:[1 r::c l"'r~iur~ ,)f~[J;r~lU ilri;,~'irrrl)
SJB 222738\1 ~ 14
HP110-65
. Book entry securities listed in 1. and 2. above must be held in a trust account with the
Federal Reserve Bank or with a clearing corporation or chain of clealing corporations
which has an account with the Federal Reserve Bank.
3. Federal Housing Administration debentures.
4. Commercial paper, payable in the United States of Amelica, having original matmities of
not more than 270 days and which are rated and maintain a rating in the highest rating
category by Standard & POOl":) Ratings Services, a division of The McGraw-Hill
Companies, Inc. or Moody':'~s Investors Service.
5. Interest bearing demand or time deposits issued by state banks or !lust companies,
savings and loan associations, federal savings banks or any national banking associations,
which deposits are insured by the Bank Insurance Fund (BIF) or the Savings Association
Insurance Fund (SAIF) of tbe Federal Deposit Insurance Corporation (FDIC) or any
successors thereto.
6. Money market mutual funds that in\'e~;t ill imtrLlment~; that are autl1l1rizcd ime~;tment~;
unJer \1 il1l1esota St<lture~~. Chapt:r 11 S.\. registered under the Federal Investment
Comnanv Act of 1940, whose shares are registered under the Federal Securities Act of
1933. and having a rating bv S&P of AAAm-G: AAA-m: or AA-m and if rated by
Mood's rated Aaa. Aal or Aal.
.
7. Any secwity that is a general obligation of the State of Minnesota or any state or local
govel1ll11ent with taxing powers which is fftterated "A" or better by a national bond rating
serVIce.
8. ,\ ;,,"L:aranteeJGuaranteed investment contr;ldcontracts that are both (a) acceptahle to the
Insurer and (b) issued or guaranteed by United States commercial banks, domestic
branches of foreign banks, United States insurance companies, or their Canadian
subsidiaries; provided that the credit quality of the issuer's or guarantor's Sh011- and
.J.BH~4e-Fffilong-term unsecured debt must be rated in one of the two highest categories by a
nationally recognized rating agency; and further provided that if the issuer's or
guarantor's credit quality is downgraded below "A", the Trustee must have withdrawal
rights.
"Predecessor Bonds" of any paliicular Bond means every previous Bond evidencing all
or a portion of the same debt as that evidenced by such p31iicular Bond, and for purposes of this
definition, any Bond authenticated and delivered under Section 2.07 hereof in lieu of a lost,
destroyed or stolen Bond shall be deemed to evidence the same debt as the lost, destroyed or
stolen Bond.
. "Project" means the acquisition, construction and equipping of the Facilities and related
facilities for use by the City on the Site.
"Project Costs" means the costs defined in Section 4.03 ofthis Indenture.
SJB-222738vJ 2 15
H1'110-65
. "Project Fund" means the Project Fund established under Section 4.02 hereof.
"Qualified Surety Bond" means a funding source for the Reserve Requirement, or a
pOltion thereof, consisting of a debt service reserve surety bond issued by the Insurer (including
the Surety Bond) or by an insurance company rated in the highest category by Standard & Poor's
Rating Services, a division of The McGraw Hill Companies, Inc, or Moody's Investor Service.
"Redeem" or "redemption" means and includes "prepay" or "prepayment" as the case
maybe.
"Regular Record Date" for the interest payable on any interest payment date on the
Bonds of any series means the date specified in the provisions of this Indenture creating such
senes.
"Reserve Fund" means the Reserve Fund established under Section 5.02 hereof.
"Reserve Requirement" means the least of (i) 10 percent of the Oliginal principal amount
of all selies of Outstanding Bonds or (ii) the maximum principal and interest to become due on
all Outstanding Bonds in the cun-ent year or any future year or (iii) 125% of the original average
annual principal and interest to become due on all series of Outstanding Bonds. Upon the
issuance of the SeIies 2002A Bonds, the Reserve Requirement shall be satisfied by delivery to
the Trustee of the Surety Bond.
. "Responsible Officer" of the Trustee hereunder means and includes the chail111an of the
board of directors, the president, every vice president, every assistant vice president, the cashier,
every assistant cashier, every corporate tmst officer, and every officer and assistant officer of
such trustee, other than those specifically above mentioned, to whom any corporate tmst matter
is refened because of knowledge of, and familiarity with, a particular subject.
"Series 2002A Bonds" means the $10,980,000 Housing and Redevelopment Authority in
and for the City of Hopkins, Public Facility Lease Revenue Bonds, Series 2002A (Public Works
and Fire Station Facility), described in Section 2.01 of this Indenture.
"Site" means the real property described in Exhibit A to the Lease, including any
prope11y added to or substituted for any p0l1ion of the Site, and less any real propeliy released
from the Lease pursuant to Article VI of the Lease.
"Special Record Date" for the payment of any Defaulted Interest (as defined in Section
2.05 hereof) on Bonds means a date fixed by the Tmstee pursuant to Section 2.05 hereof.
"Surety Bond" means that celiain Debt Service Reserve Surety Bond No.~ 111
the amount of $ issued by the Insurer.
"Tmstee" means the trustee at the time serving as such under this Indenture.
. "Trust Estate" means the interests of the Authority in the Ground Lease and the Lease
assigned under Granting Clause I of this Indenture; the revenues, moneys, investments, contract
rights, general intangibles and instruments and proceeds and products and accessions thereof as
SJB-22n38vL2 16
H P 1 lO-65
. set forth in Granting Clause II of this Indenture; and additional propelty held by the Trustee
pursuant to Granting Clause III of this Indenture.
Section 1.02. Characteristics of Certificate or Opinion. Any Certificate made or given
by an officer of the Authority or of the City or by an Independent engineer, architect, consultant
or other person may be based, insofar as it relates to legal matters, upon an Opinion of Counsel,
unless such person knows that the opinion with respect to the matters upon which the Certificate
may be based as aforesaid is en"oneous, or, in the exercise of reasonable care, should have known
that the same was erTOneous. Any such Certificate or Opinion of Counsel may be based, insofar
as it relates to factual matters, infonnation with respect to which is in the possession of the
Authority or the City, upon a supporting Celiificate of an officer or officers of the Authority or
the City, unless the signer knows that the suppor1ing Certificate with respect to the matters upon
which the Certificate or opinion may be based as aforesaid is en-oneous, or, in the exercise of
reasonable care, should have known that the same was erroneous.
Section 1.03. Additional Provisions as to Interpretation. All references herein to
"Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or
subdivisions of this Indenture; and the wurds "herein," "hereof," "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or
subdivision hereof
Whenever in this Indenture it is provided or pem1itted that there be deposited with or held
. in trust by the Trustee money or funds in the necessary amount to payor redeem any Bonds, the
amount so to be deposited or held shall be the principal amount of such Bonds and all unpaid
interest thereon to maturity, except that in the case of Bonds which are to be redeemed prior to
maturity and in respect of which there shall have been furnished to the Trustee proof satisfactory
to it that notice of such redemption on a specified redemption date has been duly given or
provision satisfactory to the Trustee shall be made for such notice, the amount so to be deposited
or held shall be the principal amount of such Bonds and interest thereon to the redemption date,
together with the redemption premium, if any.
Any tenns defined in the Lease but not defined herein shall have the same meaning
herein unless the context hereof clearly requires otherwise.
This Indenture is governed by and shall be construed in accordance with the laws of
Minnesota,
.
SJB 122738v~-~ 17
HP110-65
. ARTICLE II
Form. Execution and Registration of Bonds
Section 2.0l. Fonn, Maturities and Numeration of Series 2002A Bonds. The Series
2002A Bonds to be issued and secured under this Indenture shall each be designated "Housing
and Redevelopment Authority in and for the City of Hopkins, Public Facility Lease Revenue
Bond, Series 2002A (Public Works and Fire Station Facility)." The Series 2002A Bonds and
Certificates of Trustee and Assignment shall be substantially in the fonn set f01ih in the recitals
hereof. The Series 2002A Bonds shall be issued in fully registered form and shall be in
authorized denominations of $5,000 each, or any integral multiple thereof not exceeding the
p11ncipal amount maturing in any year, initially numbered from R-i-l upwards in order of
maturity, and the Series 2002A Bonds originally issued, and not in exchange for Predecessor
Series 2002A Bonds, shall be dated as of December -=' 2002. Series 2002A Bonds issued in
exchange for Predecessor Series 2002A Bonds shall be dated as of the date to which interest on
the Predecessor Series 2002A Bondsrrshas been duly paid or provided for, or as of December
=--' 2002, if issued prior to the first interest payment date, and shall be numbered in order of
issuance commencing with the next number after the highest number assigned to the initial
Series 2002A Bonds. No Series 2002A Bond shall represent principal maturing in different
years. The Series 2002A Bonds shall bear interest payable semialUmally on February 1 and
August 1 of each year, commencing on August 1, 2003, from December ~, 2002, or the most
. recent interest payment date to which interest has been paid or duly provided for. Interest shall
be calculated on the basis of a 360-;day year, consisting of twelve 30-;day months. The
principal and redemption price of the Series 2002A Bonds shall be payable to the registered
Owners upon presentation at the office of the Trustee, in such coin or cUlTency of the United
States of AmeJica as may be, on the respective dates of payment thereof, legal tender for the
payment of public and private debts, and interest on the Series 2002A Bonds shall be paid by
check or draft mailed to the registered Owners at the Owners' registered addresses. The Regular
Record Date refen'ed to in Section 2.05 for the payment of interest on the Se11es 2002A Bonds
payable, and punctually paid or duly provided for, on any interest payment date shall be the 15th
day (whetber or not a Business Day) of the calendar month next preceding such interest payment
date. The Series 2002A Bonds shall be issued in the aggregate plincipal amount of Ten Million
Nine Hundred Eighty Thousand Dollars ($1O,980,OOO), shall mature on February 1 of the years
and in the amounts, and shall bear interest at the rates per annum, according to dates of maturity,
as follows:
.
SJB-~2273S\'+-; 18
HPllO-65
. Maturity Principal Interest Maturity Principal Interest
Date Amount Rate Date Amount Rate
2005 390,000 20]4 550,000
2006 400,000 20]5 575,000
2007 410,000 20]6 605,000
2008 425,000 20]7 635,000
2009 445,000 2018 665,000
2010 460,000 2019 700,000
20] I 480,000 2020 740,000
20]2 500,000 2021 780,000
2013 525,000 2022 825,000
2023 870,000
Section 2.02. Execution of Bonds. The Bonds shall be signed in the name of the
AuthOlity by the manual or the facsimile signature of the Chair and the Executive Director of the
Authority, or, in the absence of either or both of such officers, by other officers of the Authority,
said signatures shall be authenticated by the manual signature of a Responsible Officer of the
Trustee, which is hereby designated as authenticating agent. In the event that any of the officers
whose signatures appear on any Bonds shall cease to be officers of the Authority before such
Bond shall have been authenticated or delivered by the Trustee, such Bonds may, neveltheless,
. be authenticated, delivered, and be binding upon the Authority as though those officers who
signed the same had continued to be such officers of the Authority; and, also, any Bond may be
signed on behalf of the Authority by such person who, at the actual date of execution of such
Bond, shall be the proper officer of the AuthOlity, although at the date of such Bond such person
shall not have been such an officer of the Authority. Upon the execution and delivery of this
Indenture the Authority shall execute and deliver the Bonds to the Trustee for authentication.
Section 2.03. Authentication of Bonds. No Bonds shall be valid or obligatory for any
purpose or shall be entitled to any right or benefit hereunder or under the Lease or the Bond
Resolutions unless a Responsible Officer of the Trustee shall manually endorse and execute on
such Bond a celtificate of authentication substantially in the fonn of the Certificate of Trustee
hereinabove set forth. Such Certificate of Trustee upon any Bond shall be conclusive evidence
that such Bond so authenticated has been duly issued under this Indenture and that the Owner
thereof is entitled to the benefits of this Indenture.
No Bonds shall be authenticated by the Trustee except in accordance with this Article.
The Trustee shall not be required to authenticate any Bond unless provided with the
documents refelTed to in Section 2.08 and such fmther Certified Resolutions, Certificates,
instmments or Opinions of Counsel as the Trustee may reasonably require with respect to the
validity of the Bonds to be issued and the right and authority of the Tmstee to authenticate such
Bonds.
. Section 2.04. Registration, Transfers and Exchange. As long as any of the Bonds issued
hereunder shall remain Outstanding, the Authority shall maintain and keep at the office of the
Trustee, as paying agent, registration records for the payment of the principal of and interest on
the Bonds, as in this Indenture provided, and for the registration and transfer of the Bonds, and
SJB-2227JXv+-2 19
HPllO-65
. shall also keep at the office of the Trustee records for such registration and transfer. The
Authority hereby appoints the Trustee, and its successors in the trust from time to time, as its
agent to maintain said registration records at the office of the Trustee.
Upon surrender for transfer of any Bond at the office of the Trustee with a wlitten
instrument of transfer satisfactory to the Tlllstee, duly executed by the registered Owner or the
Owner's duly authorized attomey, and upon payment of any tax, fee or other governmental
charge required to be paid with respect to such transfer, the Authority shall execute and the
Tlllstee shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more Bonds of the same series, of any authorized denominations and of a like aggregate
principal amount, interest rate and maturity.
Except as the right of exchange may be limited as to Bonds of any selies, at the option of
the registered Owner thereof, Bonds may be exchanged for an equal aggregate principal amount
of Bonds of the same series, maturity and interest rate of any authOlized denominations, upon
sun'ender thereof at the office of the Trustee.
In all cases in which the privilege of exchanging Bonds or transfening Bonds is
exercised, the Authority shall execute and the Trustee shall deliver Bonds in accordance with the
provisions of this Indenture. For every such exchange or transfer of Bonds, whether temporary
or definitive, the Authority or the Trustee may make a charge sufficient to reimburse it for any
tax, fee or other govemmental charge required to be paid with respect to such exchange or
. transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a
condition precedent to the exercise of the privilege of making such exchange or transfer.
Notwithstanding any other provision of this Indenture, the cost of prep31ing each new Bond upon
each exchange or transfer, and any other expenses of the Authority or the Trustee incurred in
cOlmection therewith (except any applicable tax, fee or other govemmental charge) shall be paid
by the City pursuant to the Lease. The Authority and the Trustee shall not be obligated to make
any such exchange or transfer of Bonds during the fifteen (15) days next preceding the date of
the first publication or the mailing (if there is no publication) of notice ofredemption in the case
of a proposed redemption of Bonds. The Authority and the Trustee shall not be required to make
any transfer or exchange of any Bonds called for redemption.
Section 2.05. Payment of Interest on Bonds; Interest Rights Preserved. Interest on any
Bond of any series which is payable, and is punctually paid or duly provided for, on any interest
payment date shall be paid to the person in whose name that Bond (or one or more Predecessor
Bonds) is registered at the close of business on the Regular Record Date for such interest
specified in the provisions of this Indenture creating such series.
Any interest on the Bonds which is payable, but is not punctually paid or duly provided
for, on any interest payment date (herein called "Defaulted Interest") shall f011hwith cease to be
payable to the registered Owner on the relevant Regular Record Date solely by virtue of such
Owner having been such Owner; and such Defaulted Interest may be paid at the election of the
Trustee in each case, as provided in Subsection A or B below:
. A. The Tlllstee may elect to make payment of any Defaulted Interest on the
Bonds of any series to the persons in whose names such Bonds (or their respective
Predecessor Bonds) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following manner.
S.lB-22273Rv~ ~ 20
HP 1 10-65
. The Autholity or the City shall notify the Trustee in wliting of the amount of Defaulted
Interest proposed to be paid on each Bond and the date of the proposed payment (which
date shall. be such as will enable the Trustee to comply with the next sentence hereof),
and at the same time the Authority or the City shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make aITangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust for the
benefit of the persons entitled to such Defaulted Interest as in this Subsection provided
and not to be deemed part of the Trust Estate. Thereupon the TlUstee may fix a Special
Record Date for the payment of Defaulted Interest, which shall be not more than 15 nor
less than 10 days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notifY the City and the Authority of such Special Record Date and, in the name
of the AuthOlity and at the expense of the City, shall cause notice of the proposed
payment of such Defaulted Interest and tbe Special Record Date therefor to be mailed,
first class postage prepaid, to each Owner of a Bond of such series at the Owner's address
as it appears in the registration records not less than lO days prior to such Special Record
Date. The Trustee may, in its discretion, in the name of the Authority and at the expense
of the City, cause a similar notice to be published at least once in a FinanciaL Newspaper,
but such publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest
. shall be paid to the persons in whose names the Bonds of such series (or their respective
Predecessor Bonds) are registered on such Special Record Date and shall no longer be
payable pursuant to the following Subsection B.
B. The Trustee may make payment of any Defaulted Interest on the Bonds of
any series in any other lawful manner, if, after notice given by the Authority or the City
to the Trustee of the proposed maImer of payment pursuant to this Subsection, such
payment shall be acceptable to the Trustee.
Subject to the foregoing provisions of this Section, each Bond delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Bond shall C31TY all the
rights to interest accl1.led and unpaid, and to aCCl1.le, which were can-ied by such other Bond and
each such Bond shall bear interest from such date that neither gain nor loss in interest shall result
from such transfer, exchange or substitution.
Section 2.06. Ownership of Bonds. As to any Bond, the Authority, the City and the
T11.lstee and their respective successors, each in its discretion, may deem and treat the person in
whose name the same for the time being shall be registered as the absolute Owner thereof for all
purposes and neither the Authority nor the Trustee nor their respective successors shall be
affected by any notice to the contrary. Payalent of or on account of the principal of any such
Bond shall be made only to or upon the order of the registered Owner thereof, but such
registration may be changed as above provided. All such payments shall be valid and effectual
. to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
Section 2.07. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any
Outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Trustee shall
authenticate and deliver a new Bond of like tenor, number and amount as the Bond so mutilated,
SJB- 222738v+-1 21
HPllO-65
. destroyed, stolen or lost, in exchange and substitution for such mutilated Bond, upon surrender
of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon
filing with the Trustee evidence satisfactory to the Authority and the T11lstee that such Bond has
been destroyed, stolen or lost and upon fumishing the Authority, the T11lstee and the City with
indemnity satisfactory to them and complying with such other reasonable regulations as the
Authority, the Trustee and the City may establish and payment of any expenses which the
Authority, the Trustee or the City may incur in connection therewith. In the event any such
Bond shall have matured, instead of issuing a substitute Bond, the Authority may pay the same
without sunender thereof.
Section 2.08. Conditions for Authentication of Series 2002A Bonds. The T11lstee shall
not autbenticate and deliver the Series 2002A Bonds to be issued and delivered pursuant to this
Indenture unless theretofore or simultaneously therewith there shall have been delivered to the
Trustee the following:
(a) Certified copies of the Bond Resolution authorizing the issuance of the
Series 2002A Bonds and the execution and delivery of the Ground Lease, the Lease and
this Indenture, and of the resolution adopted by the City, giving approval to the Project
and authorizing the execution and delivery of the Ground Lease and the Lease.
(b) Executed counterparts of the Ground Lease, the Lease, this Indenture and
the .\:;:;ignmel1L and UCC-;:l financing statements executed by the City as Debtor and
. describing as collateral any tangible personal property leased pursuant to the Lease, and
by the Authority as Debtor and desClibing as collateral the propeliy granted to the Trustee
pursuant to the granting clauses hereof.
(c) The manually signed approving opinion of Kennedy & Graven, Chartered,
Minneapolis, Mim1esota, as Bond Counsel, concerning the validity and legality of the
Series 2002A Bonds and exclusion of interest thereon from gross income under the
Internal Revenue Code.
(d) A Celiificate of an Authorized Officer of the City to the effect that the
City has deposited in the Project Fund, or has expended for Project Costs, or has on hand
such amounts of money as are cUlTently estimated to be needed to meet Project Costs for
the Project in excess of the proceeds of the Selies 2002A Bonds to be deposited in the
Project Fund pursuant to Section 4.01 hereof.
(e) An order for authentication and registration of the Series 2002A Bonds,
signed by the Executive Director or other officer of the Authority, specifying the
aggregate plincipal amount of the Selies 2002A Bonds to be issued and directing the
Trustee to deliver the Series 2002A Bonds to or upon the order of the Original Purchaser
upon payment of the purchase price therefor.
(f) A certificate of the Authority pursuant to Section 148 of the Internal
. Revenue Code as to the absence of arbitrage expectation with respect to the Series 2002A
Bonds, which celiificate may be based on certifications of the City.
(g) Such further celtifications, documents and Opinions of Counsel as the
Trustee, the Authority or Bond Counsel may require.
5.1B-222738\'., ;;. 22
HP110-65
. Section 2.09. Additional Bonds; Generally. The Authority, upon request of the City,
may issue Additional Bonds of any series in amounts which are sufficient to pay the cost of
completing the Project, acquiring, constructing or equipping Improvements and refunding
Outstanding Bonds, to pay the costs of issuing such Additional Bonds, to increase the balance in
the Reserve Fund to the Reserve Requirement required by this Indenture after the issuance of
such Additional Bonds and, in the case of Additional Bonds issued to pay the cost of
Improvements, to fund interest payable on such Additional Bonds for a period of time not to
exceed six (6) months beyond the completion of any Improvements financed with the proceeds
thereof. No Additional Bonds mav be issued without consent of the Insurer exceDt Additional
Bonds that are issued ( a) for a refunding that results in debt service savings. or (b) oursuant to a
master lease.
Section 2. 10. Additional Bonds to Pay the Cost of Improvements. Additional Bonds of
any series may be issued, at one time or from time to time, subject to the conditions hereinafter
described, in an aggregate amount sufficient with any other funds available and committed
therefor, to pay the cost of any Improvements, including Improvements located on real propetiy
contiguous with the Site, if such real property is to be acquired by the City and leased to the
Authority pursuant to the Ground Lease; provided, however, that such real propeliy, whether or
not financed with the proceeds of Additional Bonds shall, as a condition to the issuance of such
Additional Bonds, be subjected to the Ground Lease and the Lease and become pat1 of tbe Site,
and the City, the Trustee and the AuthOlity shall take all action necessary to so provide.
. Section 2.11. Additional Bonds for Refunding Purposes. Additional Bonds may be
issued at any time or fi'om time to time, subject to the conditions hereinafter described, for the
purpose of providing funds, with any other funds available and committed therefor, for paying at
their stated maturities or earlier optional redemption date all the Outstanding Bonds of anyone
or more series, including the payment of any interest which will accrue on such Bonds to the
stated maturities or earlier optional redemption date thereof, and any expenses in connection with
such refunding.
Section 2.12. Delivery of Additional Bonds. Additional Bonds of any series may be
executed by the AuthOllty and delivered to the Trustee for authentication, but only upon receipt
by the Trustee of the fol1owing:
(a) An executed counterpart of the Supplemental Indenture creating such
Additional Bonds;
(b) Cash in tbe amount necessary to increase the balance in the Reserve Fund
to the Reserve Requirement immediately after the issuance of the Additional Bonds,
which cash may be from the proceeds of the Additional Bonds; and
(c) Executed counterpatis of amendments to the Ground Lease and the Lease
adding the propeliy, if any, financed with the Additional Bonds to the Site and providing
. for additional Lease Payments sufficient to provide for the payment of principal,
premium, if any, and interest on all Bonds to be Outstanding after the issuance of the
Additional Bonds.
Section 2.13. Book-Entry Only System.
SJB-1:'2738v:-~ 23
HP110-65
. (a) The Series 2002A Bonds will be initially issued in the form of a separate single
typewritten or printed fully registered Bond for each of the maturities set forth in Section 2.0 1
hereof. Upon initial issuance, the ownership of each such Series 2002A Bond will be registered
in the registration books kept by the Trustee in the name of Cede & Co., as nominee for The
Depository Trust Company, New York, New York, and its successors and assigns ("DTC").
Except as provided in this Section, all of the Outstanding Selies 2002A Bonds will be registered
in the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC.
(b) With respect to Bonds of any series registered in the registration books kept by
the Trustee in the name of Cede & Co., as nominee of DTC, the Auth0l1ty, the City and the
Tmstee will have no responsibility or obligation to any broker dealers, banks and other financial
institutions from time to time for which DTC holds Bonds as securities depositOlY (the
"Pm1icipants") or to any other person on behalf of which a Participant holds an interest in the
Bonds, including but not limited to any responsibility or obligation with respect to (I) the
accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant or any other person other than a
registered Owner of Bonds, as shown by the registration books kept by the Trustee, of any notice
with respect to the Bonds, including any notice of redemption, or (iii) the payment to any
Participant or any other person, other than a registered Owner of Bonds, of any amount with
respect to principal of, premium, if any, or interest on the Bonds. The Authority, the City and
the Trustee may treat and consider the person in whose name each Bond is registered in the
. registration books kept by the Trustee as the absolute owner of such Bond for the purpose of
payment of principal, premium and interest with respect to such Bond, for the purpose of
registering transfers of such Bond, and for all other purposes. The Trustee will pay all p11ncipal
of, premium, if any, and interest on the Bonds only to or on the order of the respective registered
Owners, as shown in the registration books kept by the Trustee, and all such payments will be
valid and effectual to fully satisfy and discharge the Authority's obligations with respect to
payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or
sums so paid. No person other than a registered Owner of Bonds, as shown in the registration
books kept by the Trustee, will receive a certificated Bond evidencing the obligation of this
Indenture. Upon delivery by DTC to the Trustee of a written notice to the effect that DTC has
detennined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will
refer to such new nominee of DTC.
(c) The fonn of representation letter proposed to be submitted to DTC, which is on
file with the Authority and the Trustee (the "Representat1on Letter"), is hereby approved, and the
Executive Director and the Trustee are auth0l1zed to execute and deliver the Representation
Letter in substantially the form on file, with such changes therein not inconsistent with law as the
Executive Director and the TlUstee may approve, which approval will be conclusively evidenced
by the execution thereof.
(d) In the event the Authority, by resolution, determines that it is in the best interests
of the persons having beneficial interests in the Bonds of any series issued in book-cutlY fonn
. that they be able to obtain Bond celiificates, the Authority will notify the Trustee, which will
notify DTC, whereupon DTC will notify the Pal1icipants, of the availability through DTC of
Bond celiificates. In such event the Auth0l1ty will issue, transfer and exchange Bond celtificates
as requested by DTC and any otber registered ov,rners in accordance with the provisions of this
[ndenhlre. DTC may detennine to discontinue providing its services with respect to the Bonds at
SJB-22273gv+~ 24
HP11O-65
. any time by giving notice to the Authority and the Trustee and discharging its responsibilities
with respect thereto under applicable law. In such event, jf no successor securities depository is
appointed, the AuthOlity will issue and the Trustee will authenticate Bond certificates in
accordance with this Indenture and the provisions hereof will apply to the transfer, exchange and
method of payment thereof.
(e) Notwithstanding any other provision of this Indenture to the contrary, so long as
any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to principal of, premium, if any, and interest on such Bond and all notices with respect to
such Bond will be made and given, respectively in the manner provided in the Representation
Letter.
.
.
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. ARTICLE III
Redemption of Bonds
Section 3.01. Redemption of Selies 2002A Bonds. The Selies 2002A Bonds are subject
to extraordinary redemption on any Business Day in whole or in pa11, at a redemption plice equal
to par, plus accrued interest to the redemption date, at the election of the City, upon the
happening of certain events of damage to or destmction or condemnation of the Site or the
Facilities or change of law rendering the Lease unenforceable or impossible of perfoIT11ance, all
as more fully provided in Section 7.7 of the Lease.
The Series 2002A Bonds maturing on or after February 1, 20__._)014 are subject to
optional redemption, at the election of the City, in whole or in part, and if in part in such maMer
as the City shall detennine, on February], *-2013 and any date thereafter, at a redemption
price of par plus accrued interest.
Notice of any redemption of Series 2002A Bonds shall be mailed in the fonn provided by
Section 3.02 and in the manner and to the extent required by Section 3.03. Plior to the date fixed
for redemption, funds shall be deposited with the Tmstee sufficient to pay the Series 2002A
Bonds called and accmed interest thereon. Upon the happening of the above conditions, any
SeIies 2002A Bonds thus called shall not bear interest on or after the redemption date, and
. except for the purpose of payment by application of the funds so deposited, shall no longer be
protected by this Indenture.
Section 3.02. Written Notice to Trustee. The AuthoIity (upon direction of the City) shall
provide to the Trustee written notice of its election to redeem Bonds, desclibing the Outstanding
Bonds to be redeemed, the date of redemption, and the redemption price.
Section 3.03. Mailin!:! and Publication of Notice. Notice of redemption (including when
only a portion of the Bonds is to be redeemed, the series and numbers of such Bonds) shall be
mailed by the Trustee, not less than thirty (30) days before the redemption date, by first class
mail, to the registered Owners of any Bonds which are to be redeemed, at their last addresses
appealing upon the registration books maintained by the Trustee. If required by the Act or other
applicable law a similar notice shall also be published in such manner as may be required by the
Act or other applicable law. No notice of redemption need be given if the Owners of all Bonds
called for redemption waive notice thereof in wIiting and such waiver is filed with the Tmstee.
Section 3.04. Deposit for Redemption. On or prior to the redemption date, there shall be
deposited with the Trustee cash in an aggregate amount which shall be sufficient to pay the
redemption price of the Bonds to be redeemed and interest thereon to the redemption date: and
there shall be deposited, or 3lTangements shall be made with the Trustee to deposit, with the
Trustee a sum sufficient to pay the proper expenses and charges of the Tl1.lstee in connection
with such redemption. Upon deposit with the TllJstee of the aggregate amount of such
. redemption price and interest, such moneys shall be set aside by the Tl1.lstee and held by it for the
account of tbe respective Owners of the Bonds being redeemed.
Section 3.05. Payment of Redeemed Bonds. After notice of redemption shall have been
given as provided in Section 3.03, the Bonds specified in such notice shall become due and
SJB-~~D3Rv+-~ 26
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. payable on the redemption date. Payment of the redemption price and interest shall be made to
or upon order of each registered Owner, upon the surrender of the Bonds. Any installment of
interest maturing on or prior to the redemption date shall be payable to the registered Owners of
Bonds on the relevant Record Dates according to the terms of such Bonds and the provisions of
Section 2.05 hereof and the notice of redemption herein provided for may so state. If redemption
moneys are available for the payment of all of the Bonds called for redemption on the
redemption date, the Bonds so called shall cease to accrue interest on or after the redemption
date, and such Bonds shall not be deemed to be Outstanding hereunder for any purpose, except
that the Owners thereof, on presentation, as herein provided, shall be entitled to receive payment
of the redemption price and interest accrued thereon to the redemption date from the moneys set
aside by the Trustee as aforesaid.
Section 3.06. Cancellation of Redeemed Bonds. All Bonds so redeemed shall fOlthwith
be canceled and destroyed by the Trustee; and no fmther Bonds shall be executed or
authenticated or issued hereunder in exchange or substitution therefor.
Section 3.07. Pattial Redemption of Bonds. If less than all of the Bonds of a selies of a
particular maturity at the time Outstanding are to be called for prior redemption, the particular
Bonds or portions thereof of such matmity to be redeemed shall be selected by lot or other
random means, except as otherwise provided herein, by the Trustee in such mamler as the
Trustee, in its discretion, may determine. The Trustee shall call for redemption in accordance
with the foregoing provisions as many Bonds or pOliions thereof as will, as nearly as practicable,
. exhaust the moneys available therefor. Pmticular Bonds or pOliions thereof shall be redeemed
only in integral multiples of principal amount of $5 ,000.
In the case of Bonds of denominations greater than $5,000, if less than all of such Bonds
then Outstanding are to be called for redemption, then for all purposes in cOlmection with
redemption, each $5,000 of principal amount shall be treated as though it was a separate Bond of
the denomination of $5,000. If it is detemlined that one or more, but not all of the $5,000 units
of Plincipal amount represented by any such Bond is to be called for redemption, then upon
notice of intention to redeem such $5,000 unit or units, the Owner of such Bond shall forthwith
surrender such Bond to the Tmstee (1) for payment of the redemption price (including the
redemption premium, if any, and interest to the date fixed for redemption) of the $5,000 unit or
units of principal amount called for redemption and (2) exchange for a new Bond or Bonds of the
aggregate principal amount of the umedeemed balance of the principal amount of such Bond,
shall be issued to the Owner without charge therefor. If the Owner of any such Bond of a
denomination greater than $5,000 shall fail to present such Bond to the Trustee for payment and
exchange as aforesaid, such Bond shall nevertheless become due and payable on the date fixed
for redemption to the extent ofthe $5,000 unit or units of principal amount called for redemption
(and to that extent only). Interest shall cease to accme on the pOltion of the principal amount of
such Bond represented by such $5,000 unit or units of principal amount on and after the date
fixed for redemption; provided, that funds sufficient for the payment of the redemption price
shall have been deposited with the Trustee and shall be available for the redemption of said
$5,000 unit or units on the date fixed for redemption, and in such event, such Bond shall not be
. entitled to the benefit or security of this Indenture or the Bond Resolution to the extent of the
pOltion of its principal amount (and accrued interest thereon to the date fixed for redemption and
applicable premium, if any) represented by such $5,000 unit or units of principal amount, nor
shall new Bonds be thereafter issued cOlTesponding to said unit or units.
SJB-22273Sv-;-~ 27
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.------
. ARTICLE IV
Bond Proceeds; Project Fund
Section 4.01. Deposit of Series 2002A Bond Proceeds. The Authority shall deposit, or
shall direct the Original Purchaser of the Series 2002A Bonds to deposit, with the Trustee all of
the net proceeds of the sale of the Series 2002A Bonds (including accrued interest thereon from
the date from which interest is to be paid thereon to the date of delivery to the Original
Purchaser), and shall cause the Insurer to deliver the Surety Bond, for application as follows:
(i) With the Trustee to the credit of the Bond Fund all accrued interest paid
by the Original Purchaser on the Closing Date, all capitalized interest, and any amount by
which the purchase price paid by the Original Purchaser exceeds $ - ,
(ii) With the Trustee, the Surety Bond as and in satisfaction of the Reserve
Requirement for the Reserve Fund; and
(iii) With the Trustee to the credit of the Project Fund the balance of such
proceeds, $
Section 4.02. Establishment of Proiect Fund. The Authority hereby establishes a fund
. (herein called the "Project Fund") with the Trustee and, on the Closing Date, there shall be
deposited with the Trustee to the credit of the Project Fund proceeds of the Series 2002A Bonds,
as provided in clause (iii) of Section 4.01. As provided in Section 4.05 hereof, Construction
Period income and profit from the investment of moneys in the Project Fund shall be credited to
the Project Fund. In addition to such proceeds of the Series 2002A Bonds, income and profit, the
City has covenanted in the Lease that, upon request of the Trustee, it will deposit in the Project
Fund the additional moneys, if any, which, together with such proceeds, income and profit will
be sufficient to finance the total Project Costs. The Authority has no obligation to deposit any
moneys in the Project Fund or to apply moneys to Project Costs except proceeds of Bonds or
funds made available therefor by the City.
The moneys in the Project Fund shall be held in trust by the Trustee and applied to the
payment ofthe Project Costs in accordance with and subject to the provisions of this Article, and
pending such application shall be subject to a lien and charge in favor of the Owners of the
Bonds issued and Outstanding under this Indenture and shall be held for the fi.llther security of
such Owners until paid out as herein provided.
Section 4.03. Proiect Costs Defined. For the purposes of this Article, Project Costs shall
include, without intending thereby to limit or restrict any proper definition of such cost under any
applicable laws and generally accepted accounting principles, the following:
(a) Obligations incurred for labor (including payroll cost of City employees
. according to time spent by such employees on the Project) and to contractors, builders
and material suppliers in connection with the acquisition, construction, reconstruction,
renovation and installation of the Project, including obligations for machinery, materials
and equipment therefor;
SJB-2n718v-i-~ 28
HPll0-65
. (b) Costs of acquisition of land and all interests in land required specifically
for the Site, Site improvements required for the construction or operation of the Project,
demolition of any existing building on the Site and removal of any equipment therefrom
(net of any salvage).
(e) The cost of any indemnity and surety bonds deemed necessary by the City,
the fees and expenses of the Trustee and any paying agent during the Construction
Period, taxes and other municipal or govemmental charges levied or assessed during the
Construction Period on the Site, and any premiums for insurance incuned in cOlli1ection
with the Project dUling the Construction Peliod;
(d) Costs of acquisition and installation of equipment, fumishings and other
tangible personal propel1y required for the Project;
(e) Fees and expenses of engineers and architects for surveys, estimates and
other preliminary investigations, preparation of plans, drawings and specifications, and
supervising construction, as well as for the perfonnance of all other duties of engineers
and architects in relation to the Project or the issuance of the Bonds therefor, including
the costs of such services as may have been performed by employees of the City;
(f) Expenses of administration, superVlSlon and inspection properly
chargeable to the Project, administrative fees and other expenses relating to the Project,
. title insurance premiums, abstracting and filing fees, legal expenses and fees, fiscal
consultant fees and expenses, cost of audits and of preparing, offering, selling and issuing
any of the Bonds and initial fees of the Trustee;
(g) Fees payable to the Insurer in consideration for the Surety Bond; and
(11) Any other obligation or expense heretofore or hereafter incuned by the
City in connection with the Project defined as and constituting a proper Project cost and
approved by an Authorized Officer of the City.
Section 4.04. Payments from Proiect Fund. Each of the payments refened to in Section
4.03 shall be made from the Project Fund only upon compliance with the relevant provisions of
the Disbursing Agreement and upon the written order of an Authorized Officer of the City,
provided that interest on the Bonds during the Construction Period may be paid from the Project
Fund by the Trustee without an order of an Authorized Officer of the City.
Before any of the payments refened to in Section 4.03 may be made from Project Fund,
an Authorized Officer of the City shall cel1ify with respect to each such payment: (n that none of
the items for which the payment is proposed to be made has fonned the basis for any payment
theretofore made from the Project Fund; and (II) that each item for which payment is proposed to
be made is or was necessary in connection with the Project. In the case of any construction
contract providing for the retention of a p011ion of the contract Plice, there shall be paid only the
. net amount remaining after deduction of any such p0l1ion. All payments made from the Project
Fund shall be presumed by the Trustee to be made for the purposes certified in said statement,
and the Tl1lstee shall not be required to see to the application of any payments made from the
Project Fund or to inquire into the purposes for which withdrawals are being made from the
Project Fund.
SJB-~~:738\'+-: 29
I-fPllO-65
..--. - -.,.
. Moneys in the Project Fund shall be subject to withdrawal from time to time only for the
purposes of paying Project Costs or for the reimbursement to the City, subject to any applicable
provision of law, for payments theretofore made by the City for Project Costs. The Authority
agrees that none of the funds in the Project Fund shall be used for any purposes other than
payment or reimbursement of Project Costs and the payment of principal of, premium (if any) on
and interest on the Bonds.
Section 4.05. Application of Balance in Proiect Fund. When the City has fumished to
the Trustee a CeI1ificate of an Authorized Officer as to the Completion Date, any balance then
remaining in the Project Fund (after reserving such amount as the Auth0l1zed Officer shall deem
necessary for the payment of any remaining amounts due or to become due for Project Costs, and
after returning to the City any contingent funds which it may have deposited into the Project
Fund as additional funds to finance total Project Costs and found to be unnecessary for such
purpose), shall be transfened to the Bond Fund.
Section 4.06. Investment of Proiect Fund. The Tmstee shall invest the moneys on
deposit in the Project Fund at the request of an Authorized Officer of the City in Pennitted
Investments which shall (i) be payable in such amounts and at such times not later than the time
or times when such moneys will be needed to pay Project Costs, and (ii) mature or may be
redeemed no later than twelve (12) months from the date of investment. The type, amount and
maturity of Permitted Investments made pursuant to this Section shall conf01111 to any
. instructions of the Authorized Officer. The Trustee may, from time to time, cause any such
investments in the Project Fund to be sold or otherwise be converted into cash, whereupon the
proceeds derived from such sale or conversion shall be deposited into the Project Fund. Any
interest or profit derived from investments shall be credited to the Project Fund. Any loss
deI1ved from investments shall be debited to the Project Fund. Investments pennitted under this
Section may be purchased from the Trustee or from any of its affiliates. The Authority hereby
covenants that no p011ion of the Project Fund representing proceeds of the Bonds shall be
directed or pemlitted to be invested or used in such a maImer that any of the Bonds would be
"arbitrage bonds" under Section 148 of the Intemal Revenue Code or regulations thereunder.
.
SJB-nn38v"-2 30
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. ARTICLE V
Disposition of Pledged Revenues
Section 5.01. Bond Fund. The Authority hereby establishes and shall maintain with the
Trustee, so long as any Bonds are Outstanding, a separate Fund to be designated "Housing and
Redevelopment Authority in and for the City of Hopkins, Public Facility Lease Revenue Bond
(Public Works and Fire Station Facility) Bond Fund" (herein called the "Bond Fund"), into
which the Trustee shall make the following deposits:
(a) All accrued interest received from the sale of the Series 2002A Bonds, all
capitalized interest, and any amount by which the purchase price paid by the Original
Purchaser exceeds $ -=, as provided in clause (i) of Section 4.01 hereof.
(b) On August 1.2003 L 2003 and each February 1 and August I thereafter, or
as soon after the due date as received from the City, all payments by the City as Lease
Payments under Section 4.2 of the Lease.
(c) All other moneys received by the TlUstee from the City when
accompanied by directions of the City that such moneys are to be paid into the Bond
Fund or used for purposes for which moneys in the Bond Fund may be used.
. (d) All other moneys required to be deposited in the Bond Fund pursuant to
any provision of this Indenture, the Ground Lease, the Lease or the Bond Resolution.
The moneys and investments in the Bond Fund are irrevocably pledged and shall be used
by the Trustee, from time to time, to the extent required:
FIRST: For the payment of principal of, premium (if any) on and interest
on the Bonds, as and when such principal, premium and interest shall
become due and payable; and
SECOND: Upon direction by the Authority, to purchase Outstanding Bonds at
purchase prices not exceeding par plus accrued interest.
Section 5.02. Reserve Fund. The Authority hereby establishes and shall maintain with
the Trustee, so long as any of the Bonds are Outstanding, a separate Fund to be designated "N12-*'
BrightGn El"-EH;H:ll~1ic Dc\c1opt:H-"-"tttHousing and Redevelopment Authority in and for the City of
HODkins Public Facility Lease Revenue Bond (Public Works and Fire Station FacilitYl Reserve
Fund"j (herein called the "Reserve Fund"), into which the TlUstee shall make the following
deposits:
(a) Upon issuance of the Series 2002A Bonds, the Trustee shall hold the
. Surety Bond in satisfaction of the Reserve Requirement for the Series 2002A Bonds. If
any draw on the Surety Bond is required, the Trustee shall at least three days prior to the
date 011 which such funds are required submit to the Insurer a completed "Demand for
Payment" in the form attached to the Surety Bond as Attachment 1. The Trustee shall
maintain adequate records of all amounts drawable, drawn and/or reinstated under the
SJB-222738v-+-~ 31
HP110-65
. Surety bond, and of an amounts paid and owing to the Insurer under the Financial
Guaranty Agreement. Upon request made by the Insurer, the Tmstee win verify such
records with the Insurer.
(b) After the Series 2002A Bonds have been delivered, the Trustee shall
deposit into the Reserve Fund all moneys and income of the Tmst Estate not deposited or
required to be deposited in the Bond Fund, and all Lease Payments pursuant to Section
4.3(g) of the Lease, as fmiher required under this Section 5.02, in order to maintain or
restore the balance on deposit in the Reserve Fund in an amount at least equal to the
Reserve Requirement, as further provided in this Section.
(c) All other funds or Qualified Surety Bonds required or pennitted to be
deposited into the Reserve Fund under this Indenture or the Lease.
The Reserve Requirement may be funded and satisfied with cash or with one or more
Qualified Surety Bonds, or by a combination of the two. Whenever the Reserve Fund contains
both cash and a Qualified Surety Bond, the cash must be drawn completely before any demand is
made on the Qualified Surety Bond. Whenever the Reserve Fund contains more than one
Qualified Surety Bond, all draws on Qualified Surety Bonds shall be made pro rata. Any pOliion
of the Reserve Requirement satisfied with cash shall be invested in Pennitted Investments that
mature not more than five (5) years after the date of the investment therein.
. The funds and investments in the Reserve Fund (including any Qualified Surety Bond)
are inevocably pledged to and shall be used by the Tl1lstee, from time to time, as may be
required, for the payment of p11ncipal of, premium (if any) on and interest on the Bonds as and
when such principal, premium and interest shall become due and payable, and for those purposes
only; provided that (i) if cash amounts (not including any Qualified Surety Bond) on deposit in
the Reserve Fund at any time exceed the Reserve Requirement, the Trustee shall transfer the
excess to the Bond Fund and (ii) cash amounts in the Reserve Fund (not including any Qualified
Surety Bond) shall be transferred to the Bond Fund, when the moneys and proceeds of
investments in the Reserve Fund are sufficient (with moneys and proceeds of investments in the
Bond Fund) to pay when due the principal of and interest on all Outstanding Bonds.
Notwithstanding any other provision of this Section 5.02 to the contrmy, in the event of a
failure by the City to make Lease Payments in the amounts or at the times required under Section
4.2 of the Lease, the Trustee shall transfer fi'om the Reserve Fund any amount required to make
good the deficiency, and the City shall be required to restore the balance in the Reserve Fund to
the Reserve Requirement by making Additional Lease Payments pursuant to Section 4.3(g) of
the Lease.
The Trustee, in its discretion, is authorized to use funds and investments in the Reserve
Fund to pay the amount of any rebate due the United States with respect to the Bonds under
Section 148 of the Intelllal Revenue Code, if the City shall have failed to payor provide for the
payment thereof under Section 4.3(e) of the Lease.
. If any transfer of funds is made from the Reserve Fund to the Bond Fund under this
Section. or if an Event of Default occurs. the Trustee 111,lYJJ.S.e anv funds in the Reserve Fund to
pav for any 1l10l1g:age registration tax or other recording: fees required to be oaid for pUllJOSeS of
filinl! this Indenture with the County Recorder ofHenneoin Countv. Milmesota.
SJB.22273Sv~-~ 32
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. Section 5.03. Investment of Funds. To the extent authorized by applicable law, moneys
on deposit to the credit of the Project Fund, the Bond Fund and the Reserve Fund shall be
invested by the Trustee, upon request by an Authorized Officer of the City, in Pemlitted
Investments. Investments pennitted under this Section may be purchased from the Trustee or
from any of its affiliates. Investments so made shall be deemed at all times to be a pm1 of the
respective Fund, but may from time to time be sold or otherwise conve11ed into cash, whereupon
the proceeds derived from such sale or conversion shall be credited to such Fund. Any interest
accruing on and any profit realized from such investment shall be credited to the respective
Fund, except that, so long as there shall be credited to the Reserve Fund a sum not less than the
Reserve Requirement, eamings thereon shall be credited to the Bond Fund. All funds and
accounts shall be marked to market by the Trustee on a semimIDual basis no fewer than fifteen
(15) days Plior to each interest payment date. Any investments purchased with amounts on
deposit in any Fund under this Indenture may be exchanged for cash or investments of equal
value credited to any other Fund. The Trustee shall redeem or sell, at the best price obtainable,
any investments so made, whenever it shall be necessary to do so in order to provide moneys to
meet any payment from the respective Fund. Neither the Trustee nor the Authority shall be
liable for any loss resulting from any such investment, nor from failure to preserve rights against
endorsers or other Plior parties to instruments evidencing any such investment. Investment of
funds pursuant to this Section shall be limited as to amount and yield of investment in such
manner that no pm1 of the Outstanding Bonds shall be deemed "arbitrage bonds" under Section
148 of the Intemal Revenue Code and regulations thereunder. The Trustee shall be entitled to
. rely on the Non-~Arbitrage Ce11ificate delivered in connection with the issuance of the Bonds.
Investment of funds pursuant to this Section shall comply with all procedures required under
applicable Treasury Regulations to qualify the purchase price of an investment as the fair market
value of such investment.
Section 5.04. Compliance with Arbitrage Restrictions; Rebate Requirements. The
Authority hereby acknowledges and confi1111s that the maintenance of the tax-~exempt status of
interest on the Bonds is dependent, among other things, on compliance with the arbitrage
requirements set fOIth in Section] 48 of the Internal Revenue Code and regulations thereunder.
In order to confirm and carry out such understanding, the City has agreed under the Lease, inter
alia, to make or cause to be made periodic computations and rebate payments to the United
States as and when required by said Section 148 and regulations thereunder. The Authority and
the City expect that the proceeds of the Bonds (other than proceeds deposited in the Reserve
Fund) will be exempt from the rebate requirements of Section l48(f) of the internal Revenue
Code by reason of the exception in Treasury Regulations, Section 1.148-7(e), for issues the gross
proceeds of which will be spent within 24 months. However, if that exception is inapplicable
and no other exemption is available, the City is to cause to be computed as of each computation
date all rebatable arbitrage earned with respect to nonpurpose investments made with gross
proceeds of the Bonds. Payment of all rebates required to be made to the United States under
Section 6.8(b) of the Lease and under this Section shall be made from payments made by the
City under Section 4.3( e) of the Lease or from other available funds held under this Indenture.
Such required rebate payments shall be made in the minimum amounts required by said Section
. 148 and regulations thereunder not later than 60 days after each installment computation date.
Not later than 60 days after the final computation date, the Trustee shall payor cause to be paid
from the sources described in the Lease and in this Section 5.04, 100 percent of the aggregate
amount described above not theretofore paid to the United States. In construing this Section 5.04
all terms used in this Section shall have the meanings provided in Section 148 of the Internal
SJB :!:!:!73X\'-'--~ 33
HP 110-65
. Revenue Code and regulations thereunder. Notwithstanding any other provision of this Section
5.04, any requirement imposed hereunder may be deemed inapplicable and of no force or effect
if an opinion of Bond Counsel is rendered to the Trustee to the effect that the failure to impose
such requirement will not adversely effect the tax-;;;exempt status of interest on the Bonds.
In order to comply with the provisions of this Section 5.04 or Section 6.8(b) of the Lease,
the Trustee is hereby auth0l1zed to obtain such Opinions of Counsel, reports of accountants and
Ce11ificates of the City as may be necessary for the purpose, and any expenses thereof shall be
bome by the City. The Trustee is also authorized to apply amounts credited to the Reserve Fund
to the payment of any rebate then owing, as fmiher provided in Section 5.02 hereof, and to
establish such other fund or account hereunder as it may deem necessary or desirable in order to
maintain funds for the purpose of making any payment required under this Section 5.04.
.
.
SJB-22273g\,~. ."'. 34
HP1IO.65
. ARTICLE VI
Particular Covenants of the Authority
The Authority covenants and agrees, so long as any Bonds shall be Outstanding and
subject to the limitations on its obligations herein set fOlth, that:
Section 6.01. Payment of Bonds. It will faithfully perfonn at all times any and all
covenants, undertakings, stipulations and provisions contained in this Indenture and the Bond
Resolution and in each and every Bond executed, authenticated and delivered hereunder; will
pay, but solely from Lease Payments by the City and other amounts received or held by the
Trustee hereunder, the principal of, premium (if any) on and interest on every Bond issued
hereunder on the dates, at the places and in the manner prescribed in such Bonds in any coin or
CUlTency which, on the respective dates of payment of such principal and interest, is legal tender
for the payment of public and private debts; and will cause such amounts received to be
deposited with the Trustee prior to the due date of each installment of principal and interest and
prior to the maturity of any Bond in amounts sufficient to pay such installment or Bond to the
end that the Trustee may cause to be placed in any other bank of payment specified herein and in
the Bonds, on time, money required for payment of principal, premium and interest; provided,
however, that the principal of and interest on any Bond is not and shall not constitute an
indebtedness of the AuthOlity or the City, within the meaning of any state constitutional
. provision or statutory limitation and shall not be deemed to represent a debt or pledge the full
faith or credit of the AuthOlity or the City or grant to the Owner of any Bond any right to have
the Authority or the City levy any taxes or appropriate any funds to the payment of principal of
or interest on the Bonds, and the Bonds do not constitute or give rise to a charge against the
general credit or taxing powers of the Authority or the City or a pecuniary liability of the
Authority or the City, the payment of the Bonds to be made solely and only out of the moneys
received pursuant to the Lease and the Funds and Accounts established and maintained with the
Trustee pursuant to this Indenture and appropriated to the payment of the Bonds by this
Indenture.
Section 6.02, Extensions of Payments of Bonds and Interest. The Authority shall not
directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the
time of payment of any claims for interest, except as may be expressly pennitted by the
provisions of this Indenture. Nothing in this Section shall, however, be deemed to limit the right
of the Authority to fund or refund such Bonds and claims for interest.
Section 6.03. Authority of the Authority. The Authority has undeltaken, pursuant to the
Constitution and Laws of the State of Milmesota, to create and issue the Bonds, to use the
proceeds thereof to finance the Project, to execute this Indenture and assign and pledge to the
Trustee the Trust Estate, including the Lease Payments, and to make the covenants as herein
provided. All necessary action and proceedings on their part to be taken for the creation and
issuance of the Bonds and the execution and delivery of this Indenture have been duly and
. effectively taken, and the Bonds in the hands of tbe Owners thereof are and will be duly issued
special, limited obligations of the Authority in accordance with their ten11S. The Bonds are being
issued pursuant to the Act and are intended to be subject to no other general provisions of law
respecting the authorization, execution and delivery of bonds.
SJB-222738\~~ 35
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. Section 6.04. Conceming the Lease. The Authority will cooperate or cause and permit
the Trustee to take such action as may be necessary or advisable to enforce the covenants, terms
and conditions of the Lease if such action shall be deemed to be in the best interest of the
Authority or the Owners. The Authority shall do or cause to be done all things on its part to be
perfonned under the Lease so that the obligations of the City thereunder shall not be impaired or
excused.
Section 6.05. To Observe All Covenants and Tenns; Limitations on Authority's
Obligations. The Authority will not issue or pennit to be issued any Bonds hereunder in any
manner other than in accordance with the provisions of this Indenture and the agreements in that
behalf herein contained, and will not suffer or pennit any Default to occur under this Indenture,
but will faithfully observe and perfonn all the conditions, covenants and requirements hereof. It
is expressly agreed that the Authority has no obligation to levy taxes for, or make any advance or
payment or incur any expense or liability from its general funds in perfonning, any of the
conditions, covenants or requirements of the Bonds or this Indenture or from any funds other
than revenues and income received pursuant to the Lease or moneys in the Funds and Accounts
provided for herein.
Section 6.06. Liens; Further Assurances. The Authority agrees that it will not m0l1gage,
sell or othelwise encumber its interest in the Site and the Facilities during the tenn of the Lease,
except as such liens may constitute Pennitted Encumbrances.
. The Authority will execute or cause to be executed any and all ful1her instruments that
may reasonably be requested by the Trustee and be authorized by law to perfect the lien of this
Indenture on the propel1y secured hereby, or to vest in the Trustee the right to receive and apply
the revenues and income pledged to the payment or protection and security of the Bonds, and
will execute, deliver, file or record any financing statement pursuant to the Unifonn Commercial
Code if such filing, registration or recording shall be necessary or convenient to effect, protect or
confirm the pledge and lien of this Indenture. The City shall pay all fees and expenses in
connection with the preparation of such documents and all filing and registration taxes and fees
in connection therewith.
.
S.lB-~227~Sv+-J 36
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.---
. ARTICLE VII
Remedies on Default
Section 7.01. Events of Default. Each of the following events is hereby defined as, and
is declared to be and to constitute, an "Event of Default":
(a) If payment of the Plincipal of any of the Bonds, or any premium thereon,
when the same shall become due and payable, whether at maturity or proceedings for
redemption, declaration or otherwise, shall not be made; or
(b) If payment of any interest on the Bonds when the same shall become due
and payable (in which case interest shall be payable to the extent pennitted by law on any
overdue installments of interest, in each case at the interest rate borne by the Bonds in
respect of which such interest is overdue) shall not be made; or
(c) If the AuthOlity shall default in the due and punctual perfonnance of any
of the other covenants, conditions, agreements and provisions contained in the Bonds or
in this Indenture, or in any indenture supplemental hereto on the part of the AuthOlity to
be performed, and such default shall have continued for a period of sixty (60) days after
written notice, specifying such default and requiring the same to be remedied, shall have
. been given to the Authority and to the City by the Tmstee, or if such notice is given to the
Trustee, the Authority and the City by the Owners of not less than twenty-five per cent
(25%) in principal amount of the Bonds then Outstanding; or
(d) If any "event of default" as that tenn is defined in the Lease shall occur
and be continuing.
Section 7.02. Acceleration of Maturity. Upon the occurrence of an Event of Default, or
if the City shall detennine pursuant to Section 5.6 of the Lease not to appropriate funds for the
payment of Lease Payments to become due after the then-current Fiscal Year and to tenninate
the Lease at the end of the then-cun-ent Fiscal Year, the Trustee may, upon wlitten request of the
Owners of twenty-;five percent (25%) in aggregate principal amount of Bonds Outstanding
hereunder, by notice in writing delivered to the Authority and the City, declare the principal of
all Bonds hereby secured then Outstanding and the interest accmed thereon immediately due and
payable.
Section 7.03. Enforcement of Covenants and Conditions. In any case of Default or
breach of any of the covenants and conditions of this Indenture, or to protect the Trust Estate, the
Trustee, anything herein contained to the contrary notwithstanding and without any request from
any Owner (subject, however, to the provisions of Section 8.06 hereof), may take such action or
actions for the enforcement of its rights and the rights of the Owners and the rights of the
Authority under the Ground Lease or the Lease as due diligence, prudence and care would
. require and to pursue the same with like diligence, prudence and care.
Upon the happening and continuance of an Event of Default, the Tmstee may, and upon
the written request of the Owners of not less than twenty-;;;five percent (25%) in aggregate
plincipal amount of Outstanding Bonds the Trustee shall, proceed forthwith by suit or suits at
SJB-:~~~738\'+-~ 37
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---
. law or in equity or by any other appropriate remedy to enforce payment of the Bonds, to enforce
application to such payment of the funds, revenues and income appropliated thereto by this
Indenture and by the Bonds, to enforce rights of the Authority under the Ground Lease;- and the
Lease [lnd rhe\ssignl11enr, and to pursue any such other appropriate legal or equitable remedy as
the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of its
rights or any of the rights of the Owners. Notwithstanding the foregoing, the Tmstee need not
proceed upon any such written request of the Owners, as aforesaid, unless such Owners shall
have offered to the Trustee security and indemnity satisfactory to it against the costs, expenses
and liabilities to be incurred therein or thereby.
The Trustee may ( and is hereby authorized and empowered to) foreclose this Indenture
bv action or adve11isement Dursuant to the statutes of the State of Minnesota in such case made
and nrovided. power being exnresslv eranted to sell the Authority's interest in the Site and the
Facilities at Dublic auction and convev the same to the purchaser in fee simple (subject to the
Ground Leasel. out of the proceeds arising ii-om such sale. to Dav the Bonds secured herebv. with
interest and all leeal costs and charges of such foreclosure and the maximum attomevs' fees
permitted bv law. \vhich costs. char!!es and fees the Authoritv a!!rees to Dav.
The Trustee shall have and may exercise with resoect to all nersonal oropertv and fixtures
\vhich are Dan of the Facilities, all the rights and remedies accorded UDon default to a secured
Dativ under Unif01l11 Commercial Code as in effect in the State of Minnesota. If notice to the
Authority of the intended disposition of such property is required by law in a pa11icular instance
. such notice shall be deemed commercially reasonable if given to the Authority at least 10
calendar davs Drior to the date of intended disposition.
Notwithstandin!l anvthi11!:! to the contrarv in this Indenture. upon foreclosure and
satisfaction of the m011ga!le !liven to the Trustee under this Indenture. all other provisions of the
Indenture remain in effect and the Bonds remain Outstandin!l. except upon compliance with the
requirements for discharge of the Indenture under Al1icle X hereof.
Section 7.04. Appointment of Receivers. Upon the OCCUlTence of an Event of Default,
and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights
of the Trustee and the Owners of Bonds under this Indenture, the Tmstee shall be entitled, as a
matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the
revenues, issues, payments and profits thereof, pending such proceedings, with such powers as
the court making such appointment shall confer.
Section 7.05. Application of Moneys. All moneys received by the Trustee pursuant to
any right given or action taken under the provisions of this Indenture, the Lease~ or the Ground
Lease cr th~' .\:;:;i':;l1:l18nt shall, after payment of the cost and expenses of the proceedings
resulting in the collection of such moneys and of the expenses, liabilities and advances incurred
or made by the Trustee (including, but not limited to, fees and expenses inculTed to date by the
Trustee and which are unpaid), be deposited in the Bond Fund, and all moneys then held
hereunder, including but not limited to moneys in the Bond Fund and the Reserve Fund, shall be
. applied as follows:
(a) Unless the principal of all the Bonds shall have become or shall have been
declared due and payable, all such moneys shall be applied:
SJB-22273~\'+-~ 38
HPIIO-65
. FIRST: To the payment to the persons entitled thereto of all
installments of interest then due on the Bonds, in the order of the
maturity of the installments of such interest, and, if the amount
available shall not be sufficient to pay in full any particular
installment, then to the payment ratably, according to the amounts
due on such installment, to the persons entitled thereto, without
any discrimination or privilege; and
SECOND: To the payment to the persons entitled thereto of the unpaid
plincipal of any of the Bonds which shall have become due (other
than Bonds called for redemption for the payment of which
moneys are held pursuant to the provisions of this Indenture), in
the order of their due dates, and, if the amount available shall not
be sufficient to pay in full the Bonds due on any particular date,
then to the payment ratably, according to the amount of principal
due on such date, to the persons entitled thereto without any
discrimination or privilege.
(b) If the principal of all the Bonds shall have become due or shall
have been declared due and payable, all such moneys shall be applied to the payment of
the principal and interest then due and unpaid upon the Bonds, without preference or
PliOlity of principal over interest or of interest over ptincipal, or of any installment of
. interest over any other installment of interest, or of any Bond over any other Bond,
ratably, according to the amounts due respectively for principal and interest, to the
persons entitled thereto without any disclimination or privilege.
(c) If the principal of all the Bonds shall have been declared due and payable,
and if such declaration shall thereafter have been rescinded and annulled under the
provisions of this Article, then, subject to the provisions of paragraph (b) of this Section
in the event that the Plincipal of all the Bonds shall later become due or be declared due
and payable, the moneys shall be applied in accordance with the provisions of paragraph
(a) of this Section.
Whenever moneys are to be applied by the Trustee pursuant to the provisions of this
Section, such moneys shall be applied by it at such times, and from time to time, as the Trustee
shall determine, having due regard to the amount of such moneys available for application and
the likelihood of additional moneys becoming available for such application in the future.
Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest
payment date unless it shall deem another date more suitable) upon which such application is to
be made and upon such date interest on the amounts of principal to be paid on such dates shall
cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit
with it of any such moneys and of the fixing of any such date, and shall not be required to make
payment to the Owner of any unpaid Bond until such Bond shall be presented to the TlUstee for
appropriate endorsement or for cancellation if fully paid.
. Whenever all Bonds and interest thereon have been paid under the provisions of this
Section and all expenses and charges of the Trustee and the Authority have been paid, any
balance remaining shall be paid to the persons entitled to receive the same; if no other person
shall be entitled thereto, then the balance shall be paid to the City.
SIB 22273Rv' ~ 39
HP1IO-65
. Section 7.06. Right of Trustee to Act Without Possession of Bonds. All rights of action
(including the right to file proof of claim) under this Indenture, the Lease, the Ground Lease, -tfle
,\:-;si;nmcm. or the Bond Resolution, or under any ofthe Bonds, may be enforced by the Trustee
without the possession of any of the Bonds or the production thereof in any 11ial or other
proceeding relating thereto, and any such suit or proceeding instituted by the Trustee shall be
brought in its name as Trustee, without the necessity of joining as plaintiffs or defendants any
Owners of the Bonds hereby secured, and any recovery of judgment shall be for the equal benefit
of the Owners of the Outstanding Bonds, subject to the provisions of Section 6.02 hereof with
respect to extended Bonds and claims for interest.
Section 7.07. Power of Maioritv of Owners. Anything in this Indenture to the contrary
notwithstanding, the Owners of a majority in aggregate principal amount of Bonds Outstanding
hereunder shall have the right, at any time, by an instrument or instruments in writing executed
and delivered to the Trustee, to direct the method and place of conducting all proceedings to be
taken under this Indenture, the Lease, the Ground Lease, The :\~;~;i':;:lInenL and the Bond
Resolution; provided that such direction shall not be othelwise than in accordance with the
provisions of applicable law and that the Tmstee shall be indemnified as provided in Section
8.06.
Section 7.08. Limitation on Suits by Owners. No Owner of any Bond shall have any
right to institute any suit, action or proceeding at law or in equity for the enforcement of this
. Indenture, or for the execution of any trust hereof or for any other remedy hereunder, unless a
Default has occurred of which the Trustee has been notified or of which it is deemed to have
notice; nor unless also such Default shall have become an Event of Default and the Owners of
twenty-:::five percent (25%) in aggregate principal amount of Bonds Outstanding hereunder shall
have made written request to the Trustee and shall have offered it reasonable opportunity either
to proceed to exercise the powers granted herein or to institute such action, suit or proceeding in
its own name; nor unless also they shall have offered to the Trustee indemnity as provided in
Section 8.06; and such notification, request and offer of indemnity are hereby declared in every
such case at the option of the Trustee to be conditions precedent to the execution of the powers
and trusts of this Indenture, and to any action or cause of action for enforcement or for any other
remedy hereunder; it being understood and intended that no one or more Owners of the Bonds
shall have any right in any maImer whatsoever to affect, disturb, or prejudice the lien of this
Indenture by their action or to enforce any right hereunder except in the matmer herein provided,
and that all proceedings at law or in equity shall be instituted, had and maintained in the manner
herein provided and for the equal benefit of the Owners of all Bonds Outstanding hereunder.
Nothing in this Indenture shall, however, affect or impair the right of any Owner, which is
absolute and unconditional, to enforce and bring suit for the payment of the principal of and
interest on any Bond at and after the matmity thereof or the obligations of the Authority to pay
from the sources provided herein the Plincipal of and interest on each of the Bonds issued
hereunder to the respective Owners thereof at the time and place in said Bonds expressed, in
accordance with the terms of the Bonds.
Section 7.09. Waiver bv Owners. The Trustee, upon the written request of the Owners
. of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding
hereunder, shall waive any Event of Default hereunder and its consequences, except an Event of
Default in the payment of the principal of the Bonds at the date of maturity specified therein;
provided, however, that an Event of Default in the payment of interest on the Bonds shall not be
SJB-22273X\+-~ 40
HP] ]0-65
. waived unless, Plior to such waiver, all aITearS of interest, and all expenses of the Trustee shall
have been paid or shall have been provided for by deposit with the TlUstee of a sum sufficient to
pay the same. In case of any such waiver, the Authority, the TlUstee and the Owners of the
Bonds shall be restored to their former positions and rights hereunder respectively. No such
waiver shall extend to any subsequent or other Default or any Event of Default or impair any
right consequent thereon.
Section 7.10. Remedies Cumulative. Delay Not To Constitute Waiver. No remedy by
the temlS of this Indenture, the Lease, the Ground Lease, the i\~;~;igllllteflf-Or the Bond Resolution
confen-ed upon or reserved to the TlUstee (or to the Owners) is intended to be exclusive of any
other remedy, but each and every such remedy shall be cumulative and shall be in addition to any
other remedy given hereunder or now or hereafter existing at law or in equity or by statute.
No delay or omission to exercise any right or power accruing upon any Default or Event
of Default shall impair any such right or power or shall be construed to be a waiver of any such
Default or Event of Default or acquiescence therein, and every such light and power may be
exercised from time to time and as often as may be deemed expedient.
No waiver of any Default or Event of Default hereunder, whether by the Trustee or by the
Owners, shall extend to or shall affect any subsequent Default or Event of Default or shall impair
any rights or remedies consequent thereon.
Section 7.11. Restoration of Rights Upon Discontinuance of Proceedings. In case the
. TlUstee or Owners shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall have been
detennined adversely to the Trustee or Owners, then and in every such case the Authority, the
City, the Trustee and the Owners shall be restored to their fonner positions and rights hereunder
with respect to the TlUst Estate, and all lights, remedies and powers of the Trustee or Owners
shall continue as if no such proceedings had been taken.
Section 7.12. Rights of the Insurer. Notv.ritbstanding anything to the contrary in this
Indenture. UDon the OCCUlTence and continuation of an Event of Default. the Insurer shall be
entitled to control and direct the enforcement of rights granted to Owners or the Trustee for the
benefit of Owners under this Indenture. including without limitation the right to accelerate the
orincioal of the Bonds
.
SJB-222738\'~-~ 41
HP110-65
. ARTICLE VIII
Concerning the Trustee
Section 8.01. Acceptance of Trust and Pmdent Performance Thereof. The Trustee, prior
to the OCCUlTence of an Event of Default and after the curing of all such Events of Default as may
have OCCUlTed, undel1akes to perfonn such duties and only such duties as are specifically set
f011h in this Indenture. During the existence of any Event of Default which has not been cured,
the Trustee shall exercise such rights and powers, and use the same degree of care and skill in
their exercise, as a pmdent person would exercise or use under the circumstances in the conduct
of his or her own affairs.
The Trustee shall not be required to take notice or be deemed to have notice of any
Default or Event of Default hereunder except Default in the deposits or payments specified, or
failure by the Authority or the City to file with it any of the documents required or to deposit
with it evidence of the insurance policies required hereunder or under the Lease, unless the
Tmstee shall be specifically notified in writing of such Default or Event of Default by the City,
by the Auth0l1ty or by the Owners of at least twenty-;five percent (25%) in aggregate principal
amount of Bonds Outstanding hereunder, and in order to be effective, all notices or other
instmments required by this Indenture to be delivered to the Tmstee must be delivered at the
office of the Tmstee, and in the absence of such notice so delivered, the Trustee may
. conclusively assume that there is no Default or Event of Default except as aforesaid.
No provision of this Indenture shall be construed to relieve the Trustee from liability for
its own negligent action, its own negligent failure to act, or its own willful misconduct, except
that:
(a) prior to an Event of Default hereunder, and after the curing of all such
Events of Default which may have OCCUlTed:
(1) the duties and obligations of the Tmstee shall be determined solely
by the express provisions of this Indenture, and the Trustee shall not be liable
except for the perf0l111anCe of such duties and obligations as are specifically set
fOlth in this Indenture, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and
(2) in the absence of bad faith on the pm1 of the Tmstee, the Trustee
may conclusively rely, as to the truth of the statements and to the COlTectness of
the opinions expressed therein, upon any certificate or opinion fumished to the
Trustee confol1ning to the requirements of this Indenture; but in the case of any
such certificate or opinion which by any provision hereof is specifically required
to be fumished to the Trustee, the Trustee shall be under a duty to examine the
same to detennine whether it conforms to the requirements of this Indenture; and
. (b) at all times, regardless of whether or not any Event of Default shall exist:
S18-222738\'-'-2 42
HPll0-(iS
---.---.---..-
. (1) the Trustee shall not be liable for any en-or of judgment made in
good faith by a Responsible Officer or Officers of the Trustee unless it shall be
proved that the Trustee was negligent in ascertaining the peltinent facts, and
(2) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Owners of not less than a majority in aggregate principal amount of all the Bonds
at the time Outstanding relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power confen-ed upon the Trustee under this Indenture.
None of the provisions contained in this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur individual financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
Section 8.02. Trustee May Rely Upon Celiain Documents and Opinions. Except as
othelwise provided in Section 8.01,
(a) the Trustee may rely and shall be protected in acting upon any resolution,
celtificate, statement, instrument, opinion, repmt, notice, request, consent, order, bond, or
. other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(b) any request, direction, election, order, certification or demand of either of
the Authority or the City shall be sufficiently evidenced by an instrument signed by an
Authorized Officer of the AuthOlity or the City, as the case may be (unless otherwise in
this Indenture specifically presclibed), and any resolution of the Authority or the City
may be evidenced to the Trustee by a Certified Resolution;
(c) the Trustee may consult with counsel (who may be counsel for the
Authority or the City) and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it hereunder in
good faith and in accordance with the opinion of such counsel; and
(d) whenever, in the administration of the trusts of this Indenture, the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking
or suffering any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically presclibed) may, in the absence of negligence or bad faith on the
pmt of the Tmstee, be deemed to be conclusively proved and established by a Celtificate
of the Authority or the City, and such Celtificate shall, in the absence of negligence or
bad faith on the pmt of the Tmstee, be full wan-ant to the Trustee for any action taken or
suffered by it under the provisions of this Indenture upon the faith thereof.
. Section 8.03. Trustee Not Responsible for Indenture Statements, Validity. The Trustee
shall not be responsible for any recital or statement herein, or in the Bonds (except in respect of
the Cel1ificate of the Trustee endorsed on the Bonds), or for the validity of the execution by the
Authority of this Indenture or the validity or execution of the Ground Lease, the Lease;--t+1-t'
5J B-22273S\'~- ~ 43
HP110 (,5
. . \:;:; ignmetlt or the Bond Resolution or of any supplemental instrument, or for the sufficiency of
the secmity of the Bonds issued hereunder or intended to be secured hereby, or for the value or
title of any of the TlUst Estate, or otherwise as to the maintenance of the security hereof; and the
Trustee shall not be bound to ascertain or inquire as to the perfonnance or observance of any
covenant, condition or agreement on the pm1 of the Authority or the City except as herein set
forth, but the Trustee may require of the Authority and the City full information and advice as to
the perfomlance of the covenants, conditions and agreements aforesaid and of the condition of
the physical property included in the Trust Estate. The Trustee shall not be accountable for the
use of any Bonds authenticated or delivered hereunder.
Section 8.04. Limits on Duties and Liabilities of Trustee. The pennissive right of the
Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee
and the Trustee shall be answerable only for its own negligence or willful default. The Trustee
shall not be required to give any bond or surety in respect of the execution of the said trusts and
powers or otherwise in respect of the premises.
Section 8.05. Monev Held in Tmst. Money held by the Trustee hereunder is held in trust
but need not be segregated fr0111 other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder except as otherwise
agreed with the Authority or the City.
Section 8.06. Obligation of Trustee. The Trustee shall be under no obligation to institute
. any suit, or to take any proceeding under this Indenture, or to enter any appearance or in any way
defend in any suit in which it may be defendant, or to take any steps in the execution of the busts
hereby created or in the enforcement of any rights and powers hereunder, until it shall have
reasonable grounds to believe that repayment of all costs and expenses, outlays and counsel fees
and other reasonable disbursements in connection therewith and adequate indemnity against all
risk and liability is reasonably assured to it; the Trustee may, nevertheless, begin suit, or appear
in and defend suit, or do anything else in its judgment proper to be done by it, without assurance
of reimbursement or indemnity, and in such case the Trustee shall be reimbursed for all costs and
expenses, outlays and counsel fees and other reasonable disbursements properly incuned in
connection therewith. If the City shall fail to make such reimbursement, the Trustee may
reimburse itself from any moneys in its possession under the provisions of this Indenture and
shall be entitled to a preference therefor over any ofthe Bonds Outstanding hereunder.
Section 8.07. Notice to Owners. Etc. The Trustee shall give to the Owners of the Bonds
whose names and addresses are Imown to it written notice of all Events of Default known to the
Trustee by viltue of actual knowledge of a Responsible Officer, within sixty (60) days after the
oceun-ence of the Event of Default, unless the Event of Default has been cured before the giving
of such notice; provided that, except in the case of Events of Default in the payment of principal
of or interest on any of the Bonds, the Tmstee shall be protected in withholding such notice if
and so long as its board of directors, an executive committee or tmst committee of directors or
chief executive officer of the Tmstee in good faith detennines that the withholding of such notice
is in the interest of the Owners; and fulther provided that no such notice shall be given unless
. and until any Default becomes an Event of Default.
The Tmstee shall notify any rating agency then maintaining a rating on the Outstanding
Bonds (i) not less than ten (10) Business Days in advance of the execution of any supplement,
amendment or change to any financing documents; (ii) upon any draw upon the Reserve Fund;
SJB-222738\"+2 44
HPIIO-oS
------- --------------
. (iii) upon any deficiency in any fund or account held by the Trustee; (iv) upon a direction from
the City to purchase or redeem all or any pOltion of the Bonds; (v) upon the resignation or
petition for removal of the Trustee or the appointment of a successor Trustee; and (vi) upon any
Event of Default or upon any event, that with notice and/or with the lapse of time, could become
an Event of Default under this Indenture or any other transaction document.
Section 8.08. Intervention in Judicial Proceedings. In any judicial proceeding to which
the Authority or the City is a party and which, in the opinion of the Trustee, based upon an
Opinion of Counsel which shall be reasonably satisfactory to the City, has a substantial bearing
on the interests of the Owners of Bonds issued hereunder, the Trustee may intervene on behalf of
Owners and shall do so if requested in writing by the Owners of at least twenty-~five percent
(25%) in aggregate principal amount of Bonds Outstanding hereunder. The rights and
obligations of the Trustee under this Section are subject to the approval of the court having
jurisdiction in the premises.
Section 8.09. Further Investigation bv Trustee. The resolutions, opinions, Certificates
and other instnunents provided for in this Indenture may be accepted by the Trustee as
conclusive evidence of the facts and conclusions stated therein and shall be in full walTant,
protection and authority to the Trustee for its actions hereunder; but the Trustee may, in its
unrestricted discretion, and shall, if requested in writing so to do by the Owners of not less than
twenty-Jive percent (25%) in aggregate principal amount of Bonds Outstanding hereunder,
cause to be made such independent investigation as it may see t-i-tfit, and in that event may
. decline to release any property, or pay over cash, or take other action unless satisfied by such
investigation of the truth and accuracy of the matters so investigated. The expense of such
investigation shall be paid by the City.
Section 8.10. Trustee to Retain Records. The Trustee shall retain all financial statements
furnished by the City in accordance with this Indenture or the Lease so long as any of the Bonds
shall be Outstanding.
Section 8.1 I. Compensation of Trustee. All advances, counsel fees and other expenses
reasonably made or incuned by the Trustee in and about the execution of the trust hereby created
and reasonable compensation to the Trustee for its services in the premises shall be paid by the
City. The compensation of the Trustee shall not be limited to or by any provision of law in
regard to the compensation of trustees of an express trust. If not paid by the City, the Trustee
shall have a first lien, with right of payment prior to payment on account of interest on or
principal of any Bond issued hereunder, for reasonable compensation, expenses, advances and
counsel fees incuned in and about the execution of the trusts hereby created and the exercise and
perfonnance of the powers and duties of the Trustee hereunder and for the cost and expense
inculTed in defending against any liability in the premises of any character whatsoever (unless
such liability is adjudicated to bave resulted from the negligence or willful default of the
Trustee).
Section 8.12. Trustee Mav Hold Bonds. The Trustee and its officers and directors may
. acquire and own, or become the pledgee of, Bonds and othelwise deal with the AuthOlity or the
City in the same maimer and to the same extent and with like effect as though it were not Trustee
hereunder.
SJI3-22273Sv+-2 45
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. Section 8.13. Appointment of Trustee. There shall at all times be a trustee hereunder
which shall be an association or a corporation organized and doing business under the laws ofthe
United States or any State thereof, authorized under such laws to exercise corporate trust powers,
having a combined capital, surplus and undivided profits of at least Ten Million Dollars
($10,000,000), and subject to supervision or examination by Federal or State authOlity. If such
association or corporation publishes reports of condition at least mIDually, pursuant to law or to
the requirements of any supervising or examining authority above referred to, then for the
purposes of this Section the combined capital, surplus and undivided profits of such corporation
shall be deemed to be its combined capital as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, and another association or corporation is eligible, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.16 hereof.
Section 8.14. Merger of Tl1.lstee. Any corporation or national banking association into
which the Trustee or substantially all of its corporate hust business may be converted or merged,
or with which it may be consolidated, or to which it may sell or transfer its tmst business and
assets as a whole or substantially as a whole, or any cOlporation or national banking association
resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party,
ipso facto, shall be and become successor tmstee hereunder and vested with all of the title to the
Trust Estate and all the trusts, powers, discretions, immunities, privileges and all other matters as
was its predecessor, without the execution or filing of any instrument or any ftlliher act, deed or
conveyance on the part of any of the p31iies hereto, anything herein to the contrary
. notwithstanding.
Section 8.15. Resignation or Removal of Trustee. The Tmstee may resign and be
discharged from the trusts created by this Indenture by giving to the City thirty (30) days' notice
in writing, and to the Owners notice by first class mail at their addresses as set forth on the
registration books, of such resignation, specifying a date when such resignation shall take effect.
Such resignation shall take effect no earlier than the date on which a successor trustee shall have
been appointed as hereinafter provided.
Any Trustee hereunder may be removed at any time by an instrument or instmments in
writing, appointing a successor to the Trustee so removed, filed with the Trustee and executed by
either (i) the Authority and the City, or (ii) the Owners of a majority in principal amount ofthe
Bonds hereby secured and then Outstanding.
No resignation or removal of the Trustee or any successor shall be effective until a
successor Trustee shall have been appointed and such pm1y shall have accepted the duties of
Tmstee hereunder.
Section 8.16. Appointment of Successor Tmstee. In case at any time the Trustee shall
resign or shall be removed or othelwise shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or if a receiver of the Trustee or of its propeliy shall be appointed, or if a
public supervisory office shall take charge or control of the Trustee or of its propel1y or affairs, a
. vacancy shall fOlihwith and ipso facto be created in the office of such Trustee hereunder, and a
successor may be appointed by either (i) the Authority and the City or (ii) the Owners of a
majOlity in principal amount of the Bonds hereby secured and then Outstanding, by an
instrument or instruments in writing filed with the Trustee and executed by the Autl10lity and the
City or by such Owners, as applicable, notification thereof being given to the City, but in the
SJB-22273Rv~ ~ 46
HPllO-65
. event the Trustee has been removed by action of the Owners, until a new Trustee shall be
appointed by the Owners as herein authorized, the Authority may, subject to the provisions
hereof, appoint a Trustee to fill such vacancy. After any appointment by the Authority, the
Trustee so appointed shall cause notice of its appointment to be mailed within thirty (30) days
after such appointment to the registered Owners of the Bonds, but any new Trustee appointed by
the Authority shall immediately and without further act be superseded by a Trustee appointed in
the manner above provided by the Owners of a majority in principal amount of the Bonds
whenever such appointment by the Owners shall be made.
If, in a proper case, no appointment of a successor Trustee shall be made pursuant to the
foregoing provisions of this Section within six (6) months after a vacancy shall have occUlTed in
the office of Trustee. the Owner of any Bond hereby secured or any retiring Trustee may apply to
any COUlt of competent jurisdiction to appoint a successor Trustee. Said court may thereupon,
after such notice, if any, as such COUlt may deem proper and prescribe, appoint a successor
Trustee.
Section 8.17. Transfer of Rights and Property to Successor Tmstee. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also
to the Authority and the City an instrument in writing accepting such appointment hereunder,
and thereupon such successor, without any further act, deed or conveyance, shall become fully
vested with all the estates, properties, lights, powers, trusts, duties and obligations of its
predecessor; but such predecessor shall, neveltheless, on the written request of the Authority or
. of its successor Trustee execute and deliver an inshl.l1nent transfening to such successor all the
estate, properties, lights, powers and t111Sts of such predecessor hereunder, and every predecessor
Trustee shall deliver all secmities and moneys held by it as Trustee hereunder to its successor.
Should any assignment, conveyance or instrument in writing from the Authority be required by
any successor Trustee for more fully and certainly vesting in such successor Trustee the estates,
rights, powers and duties hereby vested or intended to be vested in the predecessor Trustee, any
and all such assignments, conveyances and instruments in writing shall, on request, be executed,
acknowledged and delivered by the Authority. The resignation of any Trustee and the
instrument or instruments removing any Trustee and appointing a successor hereunder, together
with all assignments, conveyances and other instruments provided for in this A1ticle shall, at the
expense of the City, be forthwith filed and/or recorded by the successor Trustee in each
recording office where this Indenture shall have been filed and/or recorded.
Section 8.18. Appointment of Successor or Altemate Paying Agents. In the event the
initial Tmstee shall also have been appointed paying agent for any Bonds, a successor Tmstee
shall become successor paying agent with respect to such Bonds unless othenvise provided in the
instrument appointing such successor Trustee. If any paying agent other than the initial Trustee
shall resign or become incapable of acting, or shall be removed under a supplemental indenture
entered into pursuant to the tenns hereof, the Trustee may appoint a successor paying agent
which is a bank or trust company qualified to act as paying agent under the Act and which is
willing to accept the office on reasonable and customary tenns approved by an Authorized
Officer of the City. The Trustee may appoint successor paying agents. "Paying agent" as used
. in this Section refers to the bank or tmst company named in the form of Bond provided for the
Bonds in the recitals hereof, where principal of and interest on Bonds may be paid.
SJB-:~n3X\'+-~ 47
HP JIll-b5
. ARTICLE IX
Concerning the Owners
Section 9.0]. Execution of Instruments by Owners. Any request, direction, consent or
other instrument in writing required by this Indenture to be signed or executed by Owners may
be in any number of concun-ent instruments of similar tenor and may be signed or executed by
such Owners in person or by agent duly appointed by an instrument in w11ting. Proof of the
execution of any such instrument and of the Ownership of Bonds shall be sufficient for any
purpose of this Indenture and shall be conclusive in favor of the Trustee with regard to any
action taken by it under such instmment if made in the following manner:
(a) The fact and date of the execution by any person of any such instrument
may be proved by the ce11ificate of any officer in any jurisdiction who, by the laws
thereof, has power to take acknowledgments of deeds to be recorded within such
jurisdiction, to the effect that the person signing such instrument acknowledged the
execution thereof, or by an affidavit of a witness to such execution.
(b) The Ownership of Bonds shall be proved by the registration records kept
under the provisions of this Indenture.
. Nothing contained in this A11icle shall be constmed as limiting the Trustee to the proof
above specified, it being intended that the Trustee may accept any other evidence of the matters
herein stated which to it may seem sufficient.
Section 9.02. Waiver of Notice. Any notice or other communication required by this
Indenture to be given by delivery, publication or otherwise to the Owners or anyone or more
thereof may be waived, at any time before such notice or communication is so required to be
given, by a writing mailed or delivered to the Trustee by the Owner or Owners of all of the
Bonds entitled to such notice or communication.
Section 9.03. Determination of Owner ConcUlTence. In detennining whether the Owners
of the requisite aggregate principal amount of Bonds have concurred in any demand, request,
direction, consent or waiver under this Indenture, Bonds which are owned by the Auth0l1ty or
the City shall be disregarded and deemed not to be Outstanding for the purpose of any such
detennination, provided that for the purpose of detel111ining whether the Trustee shall be
protected in relying on any such demand, request, direction, consent or waiver only Bonds which
the Tmstee knows to be so owned shall be disregarded. Bonds so owned which have been
pledged in good faith may be regarded as Outstanding for the purposes of this Section if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right to vote such Bonds and
that the pledgee is not a person directly or indirectly controlling or controlled by or under
common control with the Authority or the City. In case of a dispute as to such right, any
decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.
.
SJB-~2~738\+-1 48
HPI )0-65
. Section 9.04. Owners'Meeting. A meeting of the Owners may be called at any time and
from time to time for any of the following purposes:
(1) to give any notice to the Authority or to the Trustee, or to give any
direction to the Trustee, or to make any request of the Tmstee, or to consent to the
waiving of any default hereunder and its consequences, or to take any other action
authorized to be taken by Owners pursuant to any of the provisions of Article VII
hereof;
(2) to remove the Trustee or appoint a successor Trustee pursuant to
the provisions of AIiicle VIII hereof;
(3) subject to Article XI hereof, to consent to the execution of an
indenture or indentures supplemental hereto;
(4) subject to Article XII hereof, to consent to any amendment of the
Lease~...QI the Ground Lease or the'-';:; i gamcnf--EIf--to any instrument supplemental
thereto; or
(5) to take any other action authorized to be taken by or on behalf of
the Owners of any percentage of the Outstanding Bonds under any other
provisions of this Indenture or under applicable law.
. Any Owners' meeting may be called and held as follows:
(a) A meeting of Owners may be held at such place within the City of New
Brighton, Minnesota or in the city where the TlUstee has its principal office as the Trustee
or, in case of its failure to act, the Authority or Owners calling the meeting shall
prescribe.
(b) Notice of every meeting of Owners, setting fm1h the time and place of
such meeting and in general terms the action proposed to be taken at such meeting, shall
be mailed, postage prepaid, to each Owner of Bonds and to the City. Any failure of the
Trustee to mail such notice, or any defect therein shall not, however, in any way impair
or affect the validity of any such meeting.
(c) In case at any time the Authority or the City, pursuant to a Celiified
Resolution, or the Owners of at least ten percent (l0%) in aggregate principal amount of
the Bonds then Outstanding, shall have requested the Trustee to call a meeting of the
Owners, by written request setting f01ih in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall 110t have given notice of such meeting within
20 days after receipt of such request, then the Auth01ity or the Owners of Bonds in the
amount above specified may call such meeting to take any action authorized in this
Section by giving notice thereof as provided in paragraph (b) of this Section.
. (d) Only an Owner of one or more Bonds or a person appointed as proxy by
an instrument in writing of such Owner shall be entitled to vote at or to pmiicipate with
their counsel and the representatives of the Trustee, the City or the Authority in such
S.JB-2227}Sv+-~ 49
HPllO-65
. meeting. Each Owner shall be entitled to one vote for each $5,000 in principal amount of
Outstanding Bonds held.
(e) The Trustee or, in case of its failure to act, the Authority, the City or
Owners calling or requesting the meeting, may make such reasonable regulations as it
may deem advisable for any meeting of Owners in regard to proof of the holding of
Bonds and of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters conceming the conduct of the
meeting as it shall deem appropriate.
(f) At any meeting of Owners, the presence of persons holding or
representing Bonds in an aggregate principal amount sufficient under the appropriate
provision of this Indenture to take action upon the business for the transaction of which
such meeting was called shall constitute a quorum. Any meeting of Owners duly caIled
pursuant to this Section may be adjoumed from time to time by vote of the Owners (or
proxies for the Owners) of a majOlity of the Bonds represented at the meeting and
entitled to vote, whether or not a quorum shall be present; and the meeting may be held as
so adjourned without fmiher notice.
(g) The vote upon any resolution submitted to any meeting of Owners shall be
by written ballots on which shall be subscribed the signatures of the Owners of Bonds or
. of their representatives by proxy and the selial number or numbers of the Bonds held or
represented by them. The chair of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who shaIl make
and file with the secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings of each
meeting of Owners shall be prepared by the secretary of the meeting, and there shall be
attached to said record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was mailed as
provided in paragraph (b) hereof. Each copy shall be signed and verified by the affidavits
of the chair and secretary of the meeting and one such copy shall be delivered to the City
and the Authority and another to the Trustee to be preserved by the Trustee, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.
Section 9.05. Revocation by Owners. At any time prior to (but not after) the evidencing
to the Trustee of the taking of any action by the Owners of the percentage in aggregate principal
amount of the Bonds specified in this Indenture in connection with such action, any Owner of
any such Bond may, by filing written notice with the Trustee at its principal office revoke any
consent g~ven by such Owner or the predecessor Owner of such Bond. Except as aforesaid, any
such consent given by the Owner of any Bond shall be conclusive and binding upon such Owner
and upon all future Owners of such Bond and of any Bond issued in exchange therefor or in lieu
. thereof, ilTespective of whether any notation in regard thereto is made upon such Bond. Any
action taken by the Owners of the percentage in aggregate principal amount of the specified in
this Indenture in connection with such action shall be conclusively binding upon the Authority,
the City, the Trustee and the Owners of all the Bonds.
SJB-221738y',"; 50
HPIIO-65
. ARTICLE X
Payment, Defeasance and Release
Section 10.01. Payment and Discharge of Indenture. If the City or the AuthOlity, their
successors or assigns, shall:
(a) payor cause to be paid the principal of and premium, if any, and interest
on the Bonds at the time and in the malU1er stipulated therein and herein, or
(b) provide for the payment of principal and premium, if any, of the Bonds
and interest thereon by depositing with the Tmstee at or at any time before maturity
amounts sufficient either in cash or in direct obIlgations of or obligations fully guaranteed
as to pIincipal and interest by the United States of America, the plincipal and interest on
which when due and payable (or redeemable at the option of the holder thereof but not at
the option of the issuer thereof) and without consideration of any reinvestment thereof
shall be sufficient, to pay the entire amount due or to become due thereon for principal
and premium, if any, and interest to maturity of all said Bonds Outstanding, or
(c) deliver to the Tmstee (1) proof satisfactory to the Tmstee that notice of
redemption of all of the Outstanding callable Bonds not sUlTendered or to be sUlTendered
. to it for cancellation has been given or waived as provided in Article III hereof, or that
alTangements satisfactory to the Tmstee have been made insuring that such notice will be
given or waived, or (2) a written instrument executed by the Authority and expressed to
be in-evocable, authorizing the Trustee to give such notice for and on behalf of the
Authority, or (3) file with the Tmstee a waiver of such notice of redemption signed by the
Owners of all Outstanding callable Bonds, and in any such case, deposit with the Trustee
before the date on which such Bonds are to be redeemed, as provided in said Alticle III,
the entire amount of the redemption price, including accmed interest and premium, if
any, either in cash or direct obligations of or obligations fully guaranteed as to principal
and interest by the United States of America and described below (which do not pennit
the Plior redemption thereof at the option of the issuer) in such aggregate face amount,
bearing interest at such rates and maturing at such dates as shall be sufficient to provide
for the payment of such redemption price on the date such Bonds are to be redeemed and
on such Plior dates when principal of and interest on the Outstanding Bonds is due and
payable,
and surrender to the Tmstee for cancellation all Bonds for which payment is not so provided, and
shall also pay all other sums due and payable hereunder by the Authority or the City (including
any amounts owing to the Insurer under the Financial Guaranty Agreement), provided that if
Bonds are to be defeased under either paragraph (b) or (c) above, an Opinion of Counsel by
nationally recognized bond counsel shall be rendered to the Tmstee to the effect that the tax-
:;;exempt status of interest on the Bonds shall not be impaired thereby, then and in that case, all
. the Trust Estate shall revert to the AuthOlity and the City as their interests may appear, and the
entire estate, right, title and interest of the Trustee and of the registered Owners of the Bonds in
respect thereof shall thereupon cease, determine and become void; and the Tmstee in such case,
upon the cancellation of all Bonds for the payment of which cash or secUlities shall not have
been deposited in accordance with the provisions of this Indenture, shall, upon receipt of a
SJB-1:2173S\! :2 51
HPll0-65
. wlitten request of the Authority and of a Ce11ificate of the Authority and an Opinion of Counsel
as to compliance with conditions precedent, and at the City's cost and expense, execute to the
Authority, or its order, proper instmments acknowledging satisfaction of this Indenture and
sunender to the Authority and the City, as their interests appear, all cash and deposited
securities, if any (other than cash or secmities for the payment of the Bonds and interest thereon),
which shall then be held hereunder as a part of the Trust Estate.
The investments for a defeasance must consist solely of one or more of the following: (i)
cash; (ii) State and Local Govemment Series issued by the United States Treasury ("SLGs"); (iii)
United States Treasury bills, notes and bonds, as traded on the open market; (iv) Zero Coupon
United States Treasury Bonds; and (v) Refcorp Interest Strips (shipped by the Federal Reserve
Bank of New York).
Nothing contained in this Section 10.01 shall be constmed to prohibit the defeasance of
one or more, but not all, series of Bonds by any of the methods set forth in clause (a), (b) or (c)
above, as the same would apply to the pm1icular series of Bonds being discharged.
Section 10.02. Bonds Deemed Not Outstanding After Deposits. When there shall have
been deposited at any time with the Tmstee in trust for the purpose, cash or direct obligations of
or obligations fully guaranteed by the United States of America the principal and interest on
which shall be sufficient to pay the Plincipal of any Bonds (and premium, if any) when the same
become due, either at maturity or othelwise, or at the date fixed for the redemption thereof, and
. to pay all interest with respect thereto at the due dates for such interest to maturity or to the date
fixed for redemption, for the use and benefit of the Owners thereof, then upon such deposit all
such Bonds shall cease to be entitled to any lien, benefit or security of this Indenture except the
light to recelve the funds so deposited, and such Bonds shall be deemed not to be Outstanding
hereunder; and it shall be the duty of the Tmstee to hold the cash and securities so deposited for
the benefit of the Owners of such Bonds, and from and after such date, redemption7 date or
maturity, interest on such Bonds called for redemption shall cease to accrue.
Section 10.03. Unclaimed Monev To Be Returned. Any moneys deposited with the
Trustee pursuant to the terms of this In den hlre, for the payment or redemption of Bonds and
remaining unclaimed by the Owners of such Bonds on the date fixed for redemption of the same,
as the case may be, for a period of three (3) years after the due date, shall, upon the written
request of the City, and if the Authority or any successor to the obligations of the Authority
under this Indenhlre and the Bonds shall not at the time, to the knowledge of the Tmstee, be in
default with respect to any of the tem1S and conditions contained in this Indenture or in such
Bonds, be paid to the City, and such Owners of the Bonds shall thereafter look only to the City
for payment and then only to the extent of the amounts so received without interest thereon;
PROVIDED, HOWEVER, that within thilty (30) days prior to the expiration of the three (3) year
period mentioned above, the Trustee, before being required to make any such repayment, may, at
the expense of the City cause to be published in a Financial 10uma1. a notice that after a date
named therein said moneys will be retumed to the City. If the City does not request that the
money be retumed to the City, the Trustee shall pay the money over to the State of Milmesota in
. accordance with applicable law.
Section 10.04. Payment bv Insurer. Notwithstandinf! anvthillf! to the contrarv herein. if
the principal and/or interest due on the Bonds is paid bv the Insurer. the Bonds shall remain
Outstandill!'! for all Dumoses. not be dcfeased or othenvise satisfied and not be considered paid
SJB-22273R\'!-~ 52
HP1I0-65
. bv the Authoritv. and the assignment and oledge of the Trust Estate and all covenants,
agreements and other obligations of the Authoritv to the Owners shall continue to exist and sha II
TIm to the benefit of the Insurer. and the Insurer shall be subro!lated to the lights of such Owners.
.
.
SJB-~~n3RvL~ 53
HPllO-G5
. ARTICLE XI
Supplemental Indentures
Section 11.01. Purposes for Which Supplemental Indentures may be Executed. The
Authority, upon resolution, and the Trustee from time to time and at any time, subject to the
conditions and restrictions contained in this Indenture, may enter into such indentures
supplemental hereto as may or shall by them be deemed necessary or desirable, without the
consent of any Owner, for anyone or more of the following purposes:
(a) To COlTect the descliption of any property hereby pledged or intended so
to be, or to assign, convey, pledge or transfer and set over to the Trustee, subject to such
liens or other encumbrances as shall be therein specifically described, additional property
or prope11ies of the Authority or the City for the equal and proportional benefit and
security of the Owners of all Bonds at any time issued and Outstanding under this
Indenture, subject, however, to the provisions hereinabove set forth with respect to
extended Bonds;
(b) To add to the covenants and agreements of the AuthOlity in this Indenture
other covenants and agreements thereafter to be observed, or to sUlTender any right or
power reserved to or conferred upon the AuthOlity or to or upon any successor;
. (c) To evidence the succession or successive successions of any other
department, agency, body or corporation to the Authority and the assumption by such
successor of the covenants, agreements and obligations of the predecessor AuthOlity in
the Bonds hereby secured and in this Indenture and in any and every supplemental
indenture contained or the succession, removal or appointment of any trustee or paying
agent hereunder;
(d) To cure any ambiguity or to COlTect or supplement any provision
contained herein or in any supplemental indentures which may be defective or
inconsistent with any other provision contained herein or in any supplemental indenture,
or to make such other provisions in regard to matters or questions arising under this
Indenture or any supplemental indenture as the Authority may deem necessary or
desirable and which shall not be inconsistent with the provisions of this Indenture or any
supplemental indenture and which shall not impair the security of the same; and
(e) To modify, eliminate and/or add to the provisions of this Indenture to such
extent as shall be necessary to effect the qualification of this Indenhlre under the Tmst
Indenture Act of 1939, as then amended, or under any similar federal statute hereafter
enacted, and to add to this Indenture such other provisions as may be expressly permitted
by the Tmst Indenhlre Act of 1939, excluding, however, the provisions referred to in
Section ~316( a)(2) of the Tmst Indenhlre Act of 1939.
. (f) To provide for the creation of any series of Additional Bonds, as provided
in, and subject to the conditions and requirements of, Sections 2.09 through 2.12 hereof.
SJB-222738v-'-1 54
HP110-65
. Section 11.02. Execution of Supplemental Indenture. The Trustee is authOlized to join
with the AuthOlity in the execution of any such supplemental indenture, to make the furiher
agreements and stipulations which may be therein contained, and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be obligated to
enter into any such supplemental indenture which affects its rights, duties or immunities under
this Indenture.
Section 11.03. Discretion of Trustee. In each and every case provided for in this Article
(other than a supplemental indenture approved by the Owners of a majority in aggregate
principal amount of the Bonds pursuant to Section 11.04 hereof), the Trustee shall be entitled to
exercise its unrestricted discretion in detennining whether or not any proposed supplemental
indenture or any tenn or provisions therein contained is necessary or desirable, having in view
the needs of the Authority and the respective rights and interests of the Owners of Bonds
theretofore issued hereunder; and the Trustee shall be under no responsibility or liability to the
Authority or to the City or to any Owner of any such Bond, or to anyone whatever, for any act or
thing which it may do or decline to do in good faith subject to the provisions of this Ariicle, in
the exercise of such discretion.
Section 11.04. Modification ofIndenture with Consent of Owners. Subject to the tenns
and provisions contained in this Section, the Owners of not less than a majority in aggregate
principal amount of the Bonds then Outstanding shall have the right, from time to time, to
consent to and approve the execution by the Authority and the Trustee of such -indenture or
. indentures supplemental hereto as shall be deemed necessary or desirable by the Authority for
the purpose of modifying, altering, amending, adding to or rescinding in any pmiicular, any of
the terms or proVISIOns contained in this Indenture or in any supplemental indenture;
PROVIDED, HOWEVER, that nothing herein contained shall permit or be construed as
pennitting, without the consent of the Owners of all Outstanding Bonds, (a) an extension of the
maturity of any Bond issued hereunder, or (b) a reduction in the pIincipal amount of any Bond or
the redemption premium or the rate of interest thereon, or (c) the creation of a lien upon or a
pledge of revenues ranking prior to or on a parity with the lien or pledge created by this
Indenture, or (d) a preference or priority of any Bond or Bonds over any others, or (e) a reduction
in the aggregate principal amount of the Bonds required to consent to supplemental indentures or
amendments to the Lease~ or the Ground Lease or t-he . \:;:;i!;l1l11t:llt llr (f) a reduction in the
aggregate principal amount of the Bonds required to waive an Event of Default.
Whenever the Authority shall deliver to the Trustee a resolution of Owners adopted at an
Owners' meeting approved by, or an instrument or instruments purporting to be executed by, the
Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding,
which resolution or instrument or instruments shall refer to the proposed supplemental indenture
and shall specifically consent to and approve the execution thereof, the Authority and the Trustee
may execute such supplemental indenture without liability or responsibility to any Owner of any
Bond, whether or not such Owner shall have consented thereto.
If the Owners of not less than a majOlity in aggregate principal amount of the Bonds
. Outstanding at the time of the execution of such supplemental indenture shall have consented to
and approved the execution thereof as herein provided, no Owner of any Bond shall have any
right to object to the execution of such supplemental indenture, or to object to any of the tenns
and provisions contained therein or the operation thereof, or in any manner to question the
SJB-222738"+-~ 55
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. propliety of the execution thereof, or to enjoin or restrain the Trustee or the Authority from
executing the same or from taking any action pursuant to the provisions thereof.
Section 11.05. Supplemental Indentures to be PaIi of Indenture. Any supplemental
indenture executed in accordance with any of the provisions of this Article shall thereafter fonn a
pari of this Indenture; and all the tenns and conditions contained in any such supplemental
indenture as to any provisions authorized to be contained therein shall be and be deemed to be
pari of the tenns and conditions of this Indenture for any and all purposes, and the respective
lights, duties and obligations under this Indenture of the AuthOlity, the Trustee and all Owners of
Bonds then Outstanding shall thereafter be detennined, exercised and enforced hereunder,
subject in all respects to such modifications and amendments. If deemed necessary or desirable
by the Trustee, reference to any such supplemental indenture or any of such tenns or conditions
thereof may be set forth in reasonable and customary manner in the text of the Bonds or in a
legend stamped on the Bonds.
Section 11.06. Rights of City Unaffected. Anything herein to the contrary
notwithstanding, a supplemental indenture under this A1iicle XI which adversely affects the
rights of the City under the Lease, the Ground Lease. the ~\~~~;ignm~nt or this Indenture, so long
as the Lease, the Ground Lease:--tfle-t\:s-s-ig::men: and this Indenture are in effect, shall not
become effective unless and until the City shall have consented to the execution and delivery of
such supplemental indenture. The Trustee shall cause notice of the proposed execution and
delivery of any such supplemental indenture (to the execution and delivelY of which the City has
. not already consented), together with a copy of the proposed supplemental indenture, to be
mailed to the City at least thirty (30) days prior to the proposed date of execution and delivelY of
any such supplemental indenture.
Section 11.07. Insurer's Consent. Any amendments to the Indenture that require consent
of Owners shall also require consent of the Insurer. The Insurer must receive orior wlitten
notice of any amendments that require Insurer's consent. and must receive written notice of all
other amendments.
.
sm ~~~731:1\" ; 56
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. ARTICLE XII
Amendments to the Lease, and the Ground Lease nRd the ,\ssignml'ut
Section 12.0l. Amendments to the Lease, the Ground Lease and ~he ;\';:;i::rmncnt Not
Requiring Consent of Owners. The Authority, the City and the Trustee shall, without the consent
of or notice to the Owners, consent to any amendment, change or modification of the Lease: or
the Ground Lease or the .\:;:i:;:11l1t:'nt as may be required (i) by the provisions of the Lease, the
Ground Lease, the \.;:;igl1ffieH-t-or this Indenture, (ii) for the purpose of curing any ambiguity or
fonnal defect or omission, (iii) in connection with the issuance of Additional Bonds as provided
herein, or (iv) in cOlmection with any other change in the Lease;-9L the Ground Lease or the
.\:;,;i:;mr:.cltf which, in the judgment of the Trustee, is not to the prejudice of the Trustee or the
Owners of the Bonds.
Section 12.02. Amendments to the Lease~ and the Ground Lease and ~h;:: /\:;si21m;cnt
Requiring Consent of Owners. Except for amendments, changes or modifications as provided in
Section ..J.-:?-:G--+12.01 hereof, neither the Authority, nor the City nor the Trustee shall consent to
any other amendment, change or modification of the Lease, or the Ground Lease or tbe
\ssis'11n~cEt without the written approval or consent of the Owners of not less than a majority in
aggregate principal amount of the Bonds at the time Outstanding given and procured as in this
Section provided; provided, however, that no such amendment, change or modification shall ever
. affect the obligation ofthe City to make Lease Payments as they become due and payable. If the
Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding
hereunder at the time of the execution of any such amendment, change or modification shall have
consented to and approved the execution thereof as herein provided, no Owner of any Bond shall
have any right to object to any of the terms and provisions contained therein, or in the operation
thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or
restrain the Trustee, the Authority or the City from executing the same or from taking any action
pursuant to the provisions thereof.
Section 12.03. Rights of Auth0l1ty. The AuthOlity has no duty or obligation to consent
to any proposed amendment to the Lease: or the Ground Lease-fl-f-t-he ,\:;.;ignn~etl-l- and may, at
the expense of the City, request and receive an opinion of such counsel as the Authority may
select in connection with any matter relating to a proposed amendment.
Section 12.04. Insurer's Consent. Anv amendments to the Lease or Ground Lease that
require consent of Owners shall also require consent of the Insurer. The Insurer must receive
prior written notice of anv amendments that reauire Insurer"s consent. and must receive written
notice of all other amendments.
.
SjB-222738v~-2 57
HPl1 0-65
. ARTICLE XIII
Miscellaneous
Section 13.01. Covenants of Authority Bind Successors and Assigns. All the covenants,
stipulations, promises and agreements in this Indenture contained, by or in behalf of the
AuthOlity, shall bind and inure to the benefit of its successors and assigns, whether so expressed
or not.
Section 13.02. Immunity of Officers. No recourse for the payment of any part of the
principal of or interest on any Bond or for the satisfaction of any liability arising from, founded
upon or existing by reason of the issue, purchase or Ownership of the Bonds shall be had against
any officer, member or agent of the AuthOlity or the State of Minnesota, as such, all such
liability being hereby expressly released and waived as a condition of and as a part of the
consideration for the execution of this Indenture and the issuance of the Bonds.
Section 13.03. No Benefits to Outside Parties. Nothing in this Indenture, express or
implied, is intended or shall be construed to confer upon or to give to any person or corporation,
other than the City, the pmties hereto and the Owners of the Bonds issued hereunder, any right,
remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation
thereof; and the covenants, stipulations and agreements in this Indenture are and shall be for sole
. and exclusive benefit of the City, the parties hereto, their successors and assigns, and the Owners
of the Bonds.
Section 13.04. Separability of Indenture Provisions. In case anyone or more of the
provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not
affect any other provisions of this Indenture, but this Indenture shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein.
S ecti on 13.05. Execution of Indenture in Counterpalts. This Indenture may be
simultaneously executed in several counterparts, each of which, when so executed, shall be
deemed to be an Oliginal, and such counterparts shall together constitute one and the same
instrument.
Section 13.06. Headings Not Controlling. The headings of the several Alticles and
Sections hereof are inserted for the convenience of reference only and shall not control or affect
the meaning or construction of any of the provisions hereof.
Section 13.07. Notices, etc., to TlUstee, Authority, Citv, Original Purchaser and Insurer.
Any request, demand, authorization, direction, notice, consent of Owners or other document
provided or pe1111itted by this Indenture shall be sufficient for any purpose under this Indenture,
the Leaseo or the Ground Lease ll[' the:\::::::i:;nml':11, when hand delivered or mailed by first class
. mail, postage prepaid (except as otherwise provided in this Indenture) (with a copy to the other
parties) at the following addresses (or such other address as may be provided by any paliy by
notice) and shall be deemed to be effective upon receipt:
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HP110-65
---..- -- -
. To the Authority: Housing and Redevelopment Authority
In and for the City of Hopkins
1010 151 Street South
Hopkins, MN 55343-9475
Attention: Executive Director
To the Trustee: Bankers Trust Company
Des Moines, IA
Attention: Corporate Trust
To the City: City of Hopkins
1010 151 Street Soutb
Hopkins, MN 55343-9475
Attention: City Manager
To the Original
Purchaser:
. To the Insurer: MBIA Insurance Corpor"ation
113 King Street
Annark, New York 10504
Attention:
.
SJB-22273F;y+-~ 59
HP1IO-tiS
. IN WITNESS WHEREOF, the Authority has caused this Indenture to be signed in its
name by its duly authorized officers and Bankers Trust Company, as Trustee, to evidence its
acceptance of the trust hereby created, has caused this Indenture to be signed in its name by
authOlized officers of the Trustee, all as of the day and year first above written, but actually on
the ~ day of December, 2002.
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF HOPKINS
By
Its Chair
By
Its Executive Director
STATE OF MINNESOTA 1
. 55.:
COUNTY OF HE1\TNEPIN
The forer.win2: instrument '\-vas acknmvledlled before me this day of December.
2002 by and . the Chair and
Executive Director. resDectivelv. of the Housing and Redevelooment Authority in and for the
Citv of Hookins. a Dublic body coroorate and politic under the laws of Minnesota bv and on
behalf of said authority.
Notarv Public
.
SJB-~2273Rv-l-io
HPIIO-o5
- - -- ---.- --- ---
.
BANKERS TRUST COMPANY
as Trustee
By
Its
STATE OF IOWA 1
ss.:
COUNTY OF
The foregoin!! instrument was acknowledged before me this day of December.
2002. bv the of
Bankers Trust COlTIoany. a national banking association with tmsts powers. by and on behalf of
. said national banking association.
Notarv Public
.
SJB-2~2738v~~
HPIIO-65
.
EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
.
.
SJB ~2273R\': ~
HPl 10-65
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