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ECONOMIC DEVELOPMENT AUTHORITY <br />FOR THE CITY OF ELK RIVER <br />RESOLUTION NO. 11-03 <br />RESOLUTION APPROVING CONSENT TO MERGER OF THE YOUNG <br />MEN'S CHRISTIAN ASSOCIATION OF METROPOLITAN MINNEAPOLIS <br />AND YOUNG MEN'S CHRISTIAN ASSOCIATION OF THE GREATER TWIN <br />CITIES <br />BE IT RESOLVED By the Board of Commissioners (`'Board") of the Economic <br />Development Authority of the City of Elk River, Minnesota ('`Authority") as follows: <br />Section 1. Recitals. <br />1.01. The Young Men's Christian Association of Metropolitan Minneapolis ("YMCA") <br />entered into a Lease Agreement dated as of August 20, 2007 (the '`Lease"), under which the <br />Authority leases a recreational facility (the "Project") to YMCA. <br />1.02. Construction of the Project was financed in part with proceeds of the Authority's <br />$10,000,000 Genera] Obligation Bonds, Series 2007 and $2,000,000 General Obligation Bonds, <br />Series 2008A (together, the "Bonds"), which Bonds are secured in part with lease payments under <br />the Lease. <br />1.03. The YMCA has proposed to merge with the YMCA of Greater St. Paul to form a <br />single entity known as the Young Men's Christian Association of the Greater Twin Cities ("Y- <br />GTC"). <br />1.04. YMCA has requested that the Authority consent to the merger, such that Y-GTC <br />assumes all obligations of YMCA under the Lease. <br />1.05. The Board has reviewed a form of Consent to merger of The Young Men's Christian <br />Association of Metropolitan Minneapolis and Young Men's Christian Association of the Greater <br />Twin Cities (the "Consent") and has determined that it ~s in the best interest of the Authority and the <br />City of Elk River to approve such Consent. <br />Section 2. Authority Approval; Further Proceedings. <br />2.01. The Consent as presented to the Boazd is hereby in all respects approved, subject to <br />modifications that do not alter the substance of the transaction and that are approved by the <br />President and Executive Director, provided that execution of the documents by such officials shall <br />be conclusive evidence of approval. <br />2.02. The President and Executive Director are hereby authorized to execute on behalf of <br />the Authority the Consent, and any documents referenced therein requiring execution by the <br />Authority, or otherwise required to carry out the transaction described in the Consent. <br />Approved by the Boazd of Commissioners of the City of Elk River, Minmesota this 12thh <br />395645v1 S1B ELI85-6 <br />