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NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Elk
<br />River Economic Development Authority as follows:
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<br /> 1. Findings. The Board of Commissioners acknowledges, finds, determines and
<br />declares that the Project will promote the welfare of the City and satisfies the purposes stated in
<br />the Act.
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<br /> 2. Authorization of Financing. Pursuant to the Lease Agreement between the
<br />Authority and the City, dated as of September 1, 2002 (the "Lease"), the financing by the
<br />Authority of the acquisition, construction and installation of the Project is hereby authorized and
<br />approved.
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<br /> 3. Acceptance of Offer to Purchase Bonds. The offer of
<br /> (the "Purchaser") to purchase the Authority's Public Safety Building Lease
<br />Revenue Bonds, Series 2002A (City of Elk River, Minnesota Lease Obligation), dated as of
<br />September 1, 2002 (the "Bonds", or individually a "Bond"), in accordance with the terms and at
<br />the rates of interest set forth in the Indenture, and to pay therefor the sum of $ ,
<br />plus interest accrued to settlement, is hereby accepted. The Bonds shall bear interest at the rates,
<br />be in such amount and denominations, be numbered, be dated, mature, be subject to redemption
<br />prior to maturity, be in such form and have such other details and provisions as are prescribed by
<br />the Mortgage and Security Agreement and Indenture of Trust between the Authority and U.S.
<br />Bank National Association in St. Paul, Minnesota, as Trustee (the "Trustee"), dated as of
<br />September 1, 2002 (the "Indenture"). Each capitalized term which is used but not otherwise
<br />defined in this resolution shall have the meaning given to that term pursuant to the Indenture.
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<br /> 4. Special Obligations; Security; Authorization to Execute and Deliver Indenture
<br />and Bonds. The Bonds shall be special obligations of the Authority payable solely from the
<br />revenues derived by the Authority from the Project, in the manner provided in the Indenture. As
<br />security for the payment of the principal of, premium, if any, and interest on the Bonds, pro rata
<br />and without preference of any one Bond over any other Bonds, the Board of Commissioners
<br />hereby authorizes the President and Secretary to execute the Indenture between the Authority
<br />and the Trustee in substantially the form on file and to deliver the Indenture to the Trustee, and
<br />hereby authc~rizes the execution of the Bonds, and hereby provides that the Indenture shall
<br />provide the terms and conditions, covenants, rights, obligations, duties and agreements of the
<br />Holders (as defined in the Indenture and hereinafter referred to as "Holders") of the Bonds, the
<br />Authority and the Trustee as set forth therein.
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<br />5. Authorization to Execute and Deliver the Bond Documents; Bond Insurance. The
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<br />President and the Secretary are hereby authorized to execute, attest and deliver the Lease,
<br />including the short form thereof (together with the Indenture and the other documents authorized
<br />by this resolution to be executed by the Authority, collectively, the "Bond Documents"), in
<br />substantially the forms on file with the Secretary. All of the provisions of the Bond Documents,
<br />when executed and delivered as authorized herein, shall be deemed to be part of this resolution
<br />as fully and to the same extent as if incorporated herein and shall be in full force and effect
<br />according to the terms thereof from the date of execution and delivery thereof.
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<br />1431g07vl 2
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