6. EDSR 04-12-2010 - Laserfiche WebLink

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(e) Article X of the 20028 Indenture provides that, following the satisfaction of certain conditions, the Series 20028 Bonds may be defeased and will no longer be considered outstanding under the 20028 Indenture. Those conditions include the Authority depositing with the Trustee cash and/or obligations sufficient to pay and discharge the entire indebtedness on the Series 20028 Bonds, providing the Trustee with an opinion of counsel of bond counsel, and the providing the Trustee with a certificate of the Authority indicating all conditions precedent to defeasance are satisfied. (f) It is necessary to amend Article X of both the 2002A Indenture and the 20028 Indenture to .provide for investment of the defeasance escrow account in obligations authorized pursuant to Minnesota Statutes, Section 475.67, Subd. 8. (g) The proposed defeasance of the Series 2002A Bonds and the Series 20028 Bonds is consistent with the covenants made with the holders of the Series 2002A Bonds and the Series 2002E Bonds and results in the reduction of debt service cost to the City. The Authority hereby consents to the defeasance and prepayment of the Series 2002A Bonds and the Series 20028 Bonds. Section 2 Escrow; Defeasance. 2.01. To accomplish defeasance of the Series 2002A Bonds and the Series 20028 Bonds, there is established an Escrow Account (the "Escrow Account") with the Trustee, acting as escrow agent (the "Escrow Agent") pursuant to an Escrow Agreement, as of April 1, 2010, among the Authority, the City, and the Escrow Agent. 2.02. On or prior to the date of delivery of the proceeds of the Bonds, the President and the Secretary are hereby authorized and directed to execute, on behalf of the Authority, the Escrow Agreement. The Escrow Agreement is hereby approved in substantially the form on file with the Authority on the date hereof, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the President and the Secretary, in their discretion, shall determine, and the execution thereof by the President and the Secretary shall be conclusive evidence of such determination. 2.03. On or prior to the date of delivery of the proceeds of the Bonds, the President and the Secretary are hereby authorized and directed to execute, on behalf of the Authority, a Supplement to Trust Indenture dated April 12, 2010 with respect to the 2002A Indenture and a Supplement to Trust Indenture dated April 12, 2010 with respect to the 20028 Indenture providing for investment of the Escrow Account in obligations authorized pursuant to Minnesota Statutes, Section 475.67, Subd. 8 (collectively, the "Supplemental Indentures"). The Supplemental Indentures are hereby approved in substantially the form on file with the Authority on the date hereof, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the President and the Secretary, in their discretion, shall determine, and the execution thereof by the President and the Secretary shall be conclusive evidence of such determination. 365439v1 JSB EL185-ll