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1c. Lyman Lumber Bond Issue I CITY OF 1c__ I CHANHASSEN `i 690 COULTER DRIVE • P.O. BOX 147 • CHANHASSEN, MINNESOTA 55317 (612) 937-1900 i ' MEMORANDUM TO: Mayor and City Council ' FROM: Don Ashworth, City Manager DATE: December 12 , 1988 SUBJ: Industrial Development Revenue Bonds, Lyman Lumber, Final Approval Attached please find the bond purchase agreement and final reso- lution relating to the bonds referred to above. The closing of the bonds has been scheduled for December 14, 1988 . The City Attorney has reviewed an earlier draft of the attached documents and found such to be in compliance with the previous approvals given by the City Council. This office would recommend final approval with the condition ' that the City Attorney verify that the attached draft is in compliance with the terms and conditions set earlier by the City Council and has not materially changed since his previous review. r r r r r r i 1 i 1 1 1 1 $1,000,000 CITY OF CHANHASSEN, MINNESOTA Industrial Development Revenue Bonds (Lyman Lumber Company Project) Series 1988 1 BOND PURCHASE AGREEMENT 1 December 12 , 1988 1 • 1 1 1 1 i 1 1 1 1 ' $1, 000 , 000 CITY OF CHANHASSEN, MINNESOTA Industrial Development Revenue Bonds (Lyman Lumber Company Project) Series 1988 BOND PURCHASE AGREEMENT ' December 12 , 1988 City of Chanhassen, Minnesota City Hall ' Chanhassen, Minnesota 55317 Lyman Lumber Company ' 300 Morse Avenue Excelsior, Minnesota 55331 ' Gentlemen: We (sometimes the "Underwriter" ) hereby offer to purchase, upon the terms and conditions hereinafter specified, ' $1,000, 000 in aggregate principal amount of Industrial Development Revenue Bonds (Lyman Lumber Company Project) , Series 1988 (the "Bonds" ) to be issued by the City of ' Chanhassen, Minnesota (the "Issuer" ) under the authority of Minnesota Statutes, Chapter 469 , as amended. The Bonds are described in the Private Placement Memorandum, dated 111 November 30, 1988 , (the "Private Placement Memorandum") . If and when accepted by both of you this document shall constitute our Bond Purchase Agreement . ' 1. Background. The Bonds are to be issued by the Issuer pursuant to an Indenture of Trust, dated as of September 1, 1979 (the "Original Indenture" ) as supplemented by ' the First Supplemental Indenture of Trust , dated as of December 1, 1988 (the "Supplemental Indenture" ) , between the Issuer and Norwest Bank Minnesota, National Association, as trustee (the "Trustee" ) . The Original Indenture, as ' supplemented by the Supplemental Indenture is herein referred to as the "Indenture" . The Issuer will loan the proceeds of the Bonds to Lyman Lumber Company, a Minnesota corporation (the "Company" ) pursuant to a Loan Agreement , dated as of September 1, 1979 (the "Original Loan Agreement" ) as amended by a First Amendment to Loan Agreement , dated as of December 1, ' 1988 (the "Amendment to Loan Agreement" ) , between the City and the Company. The Original Loan Agreement , as amended by the Amendment to Loan Agreement , is herein referred to as the Loan Agreement . The proceeds of the Bonds loaned to the Company will be used to finance the construction of an addition to the I i II Y Company' s facility located in the corporate limits of the Issuer, and the acquisition and installation of items of equipment therein. The Bonds will be secured by a Mortgage and Security Agreement dated as of September 1, 1979 (the "Original Mortgage") , as amended by a First Amendment to Mortgage and Security Agreement, dated as of December 1, 1988 (the "Amendment to Mortgage" ) between the Company, as mortgagor, and the Trustee, as mortgagee. The Original Mortgage, as amended by the Amendment to Mortgage is herein referred to as the "Mortgage" . The Underwriter will offer and sell the Bonds pursuant to the Private Placement Memorandum. 2 . Representations of the Company. The Company represents and warrants that: (a) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of its State of Minnesota with full power and authority to own its properties and conduct its business as described in the Private Placement Memorandum. The Company is conducting its respective business in substantial compliance with all applicable and valid laws , rules and regulations of each jurisdiction where it owns or leases substantial property or where it transacts material intrastate business . (b) The Company has full power and authority to execute and deliver the Loan Agreement, the Mortgage and this Agreement and to carry out the terms thereof and hereof . The Loan Agreement, the Mortgage and this Agreement, when executed and delivered, will be in full force and effect and will be valid and binding instruments of the Company enforceable in accordance with their terms , except as limited by bankruptcy, reorganization or other laws of general application relating to the enforcement of creditors ' rights generally. (c) The consummation of the transactions herein contemplated and the carrying out of the terms hereof and thereof will not result in violation of any provision of , or in default under , the articles of incorporation or bylaws of the Company or any indenture, mortgage, deed of trust , indebtedness, agreement, judgment, decree, order, statute, rule or regulation to which the Company or any subsidiary is a party or by which it or its property is bound; provided, however, that the representations and warranties in this paragraph shall not apply to the qualification of the Bonds under state securities or blue sky laws or the law of any jurisdiction outside the United States . (d) No approval , authorization, consent or other order of any public board or body (other than the authorization 1 -2- IL , Iof the Issuer and registration under and compliance with the securities or blue sky laws of various states) is legally Irequired for the transactions contemplated hereby. (e) Except as may be described in the Private I Placement Memorandum, the Company is not in violation of any provision of its articles of incorporation or bylaws or any other organizational instrument, and the Company is not in II violation of any provision of, or in default under, any indenture, mortgage, deed of trust, indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation to which it is a party or by which it or its I property is bound. Except as may be described in the Private Placement Memorandum, there is no provision of the articles of incorporation or bylaws or any indenture, mortgage, deed of I trust, indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation that materially adversely affects the business, properties , assets , liabilities or condition (financial or otherwise) of the Company. I (f) There are no legal or governmental proceedings pending or, to the best of the Company' s knowledge, threatened I or contemplated by governmental authorities or threatened by others to which the Company is or may become a party or to which any property of the Company is or may become subject, I other than as is set forth in the Private Placement Memorandum or other than ordinary routine litigation incident to the kind of business conducted by the Company which, if determined adversely to the Company, would not individually or in the I aggregate have a material adverse effect on the financial position or results of operations of the Company. (g) The information contained in the Private Placement Memorandum is complete and accurate . Neither the Private Placement Memorandum nor any amendment thereof or I supplement thereto does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not II misleading. (h) Subsequent to the respective dates as of which I information is given in the Private Placement Memorandum and prior to the Closing Date hereinafter mentioned, and except as set forth in or contemplated by the Private Placement I Memorandum, (i) the Company has not incurred, or will not have incurred, any material liabilities or obligations , direct or contingent, except in the ordinary course of business , and has not entered, or will not enter, into any material transaction IInot in the ordinary course of business , ( ii) there has not been II -3- and will not have been any change in the capital stock or increases in the long-term debt of the Company, (iii) there has not been and will not have been any material adverse change in the business, properties , assets , financial position or results of operations of the Company, ( iv) no loss or damage (whether or not insured) to the property of the Company has been or will have been sustained that materially and adversely affects the operations of the Company, and (v) no legal or governmental proceedings affecting the Company or the transactions contemplated by this Agreement have been or will have been instituted or threatened. (i) The information supplied by the Company that has been relied upon by bond counsel with respect to the tax-free status of interest on the Bonds is correct and complete . (j ) The financial statements set forth in the Private Placement Memorandum are accurate in all material respects and fairly present the financial condition and results of the operations of the Company and its subsidiaries as at the date and for the periods indicated. (k) Any certificate signed by any officer of the Company and delivered to the Underwriter shall be deemed a representation and warranty by the Company as to the statements made therein. (1) At the Closing Date the Company will have good and marketable title to the property subject to the Mortgage, subject only to encumbrances permitted by the Mortgage. , 3 . Representations of the Issuer. The Issuer makes the following representations : (a) The Issuer is a municipal corporation and political subdivision duly organized and existing under the laws of the State of Minnesota . The Issuer is authorized by the provisions of law to issue the Bonds , to loan the proceeds thereof to the Company, and to pledge the payments to be received pursuant to the Loan Agreement and its interest in the Loan Agreement as security for the payment of the principal of, premium, if any, and interest on the Bonds . (b) The Issuer has complied with all applicable 1 provisions of the Constitution and laws of the State of Minnesota and has full power and authority to execute and deliver this Agreement, the Bonds , the Indenture and the Loan Agreement and to carry out the terms thereof . (c) The Issuer has duly taken all necessary action to be taken by it for : ( i) the authorization, issuance and sale -4- 1 IIof the Bonds upon the terms set forth herein and in the Indenture; (ii) the approval , execution, delivery, receipt and I due performance of this Agreement, the Bonds , the Indenture and the Loan Agreement; and (iii) the consent to the use by the Underwriter of the Private Placement Memorandum. I (d) The Bonds, when issued, delivered and paid for as herein and in the Indenture provided, will have been duly II authorized and issued and will constitute valid and binding limited obligations of the Issuer entitled to the benefits and security of the Indenture and the Loan Agreement . The Loan Agreement and the Indenture, when executed and delivered as I contemplated by this Agreement, will have been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and legally binding II obligations of the Issuer enforceable in accordance with their terms . This Agreement has been duly and validly authorized, executed and delivered by the Issuer . I (e) The Issuer will cause the proceeds from the sale of the Bonds to be applied as specified in the Indenture and the Loan Agreement . I (f) There are no legal or governmental proceedings pending or, to the best of the knowledge of the Issuer, II threatened or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Bonds , the Indenture, the Loan Agreement, this Agreement or the transactions IIcontemplated thereby. (g) The execution and delivery of this Agreement, the II Bonds , the Indenture, the Loan Agreement and the other agreements contemplated hereby and by the Private Placement Memorandum and .compliance with the provisions thereof, will not I conflict with or result in a breach of any of the terms and provisions of, or constitute a default under, any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to Iwhich the Issuer is subject or by which it is or may be bound. (h) So long as any of the Bonds remain outstanding, I the Issuer will not issue or sell any bonds or other obligations , other than the Bonds and any additional Bonds which may be authorized by the Indenture, the interest and I premium, if any, on which or principal of which will be payable from the payments due the Issuer under the Loan Agreement . (i) No further approval , authorization, consent or I other order of any governmental authority or agency not heretofore obtained (other than registration under and I -5- - 1 compliance with the securities or Blue Sky laws of various 1 states) is legally required the absence of which would materially and adversely affect the transactions contemplated II by the Indenture, the Loan Agreement, the Private Placement Memorandum or this Agreement . (j ) The execution and delivery of this Agreement, the II Bonds, the Indenture and the Loan Agreement, and compliance with the provisions thereof, will not conflict with or result in a breach of any of the terms and provisions of , or II constitute a default under, any existing law, or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which it is bound. I 4 . Purchase, Sale and Delivery of the Bonds . On the basis of the representations and warranties and subject to the II terms and conditions set forth herein, the Underwriter agrees to purchase, and the Issuer agrees to sell to the Underwriter, the total principal amount of the Bonds at a purchase price of $980,000 plus interest accrued from the date of the Bonds to II the Closing Date (as hereinafter described) . Payment for the Bonds shall be made to the Issuer or its order in immediately available funds at the office of Dorsey & Whitney, 2200 First II Bank Place East, Minneapolis, Minnesota, at 10 : 00 a .m. prevailing time on December 14, 1988, or at such other date as may be agreed upon by an appropriate officer of the Issuer and II us against delivery of the Bonds to us . The date and time of such payment and delivery are herein called the "Closing Date. " 5 . Covenants of the Company. The Company will : I (a) If at any time for a period of six months after the date of the Private Placement Memorandum an event shall I have occurred as a result of which it is necessary to amend or supplement the Private Placement Memorandum in order to make the statements therein not untrue or misleading or to make the II Private Placement Memorandum comply with blue sky laws of the State of Minnesota, promptly notify the Underwriter thereof and will furnish to us at its expense an appropriate amendment or a supplement that will correct the statements in the Private II Placement Memorandum in order to make the statements therein not untrue or misleading . (b) Refrain from taking any action or permitting any I action to be taken with regard to which the Company may exercise control that results in the loss of the tax-free Istatus of interest on the Bonds . (c) At our request, take any action necessary to maintain the tax-free status of the interest on the Bonds under I the Internal Revenue Code of 1986 , as amended. II -6- 1 1 (d) Cooperate with us in connection with qualification of the Bonds for sale under the laws of the State of Minnesota . (e) So long as any Bonds remain outstanding, furnish to us within 120 days following the close of its fiscal year a copy of the Company' s annual audited financial statements accompanied by the report of an independent certified public ' accountant . The Company agrees that the Underwriter may make such financial statements or reports available to owners of the Bonds. (f) Furnish all information requested by the Underwriter so that the Underwriter may file with the Commissioner of Commerce of the State of Minnesota an annual ' report and otherwise do such things as are necessary to keep the registration of the Bonds in effect for secondary market trading purposes in the State of Minnesota, and will file any necessary reports with the Commissioner of Commerce. 6 . Issuer ' s Covenants . The Issuer will : ' (a) Cooperate in qualifying the Bonds for offer and sale under the blue sky laws of the State of Minnesota . ' (b) At the Underwriter ' s request , take any action necessary in the opinion of bond counsel to assure or maintain the tax-free status of interest on the Bonds under the Internal ' Revenue Code; provided that the Issuer ' s out-of-pocket costs and expenses are paid out of the Bond proceeds or are otherwise provided for . ' 7 . Conditions of Underwriter ' s Obligation. The obligation of the Underwriter to purchase and pay for the Bonds is subject to the following conditions : ' (a) The representations and warranties of the Company and the Issuer herein and in the Loan Agreement and the Indenture shall be true and correct as of the date hereof and ' the Closing Date. (b) At the Closing Date, the Company and the Issuer ' shall each have performed all of the obligations hereunder theretofore to be performed by each of them. (c) At the Closing Date, there shall be delivered to the Underwriter, dated as of the Closing Date : (i) (A) an opinion of bond counsel unaddressed or addressed to us substantially in the form of Exhibit A hereto . I -7- • II (ii) an opinion of counsel to the Company addressed to us substantially in the form of Exhibit B hereto . ( iii) an opinion of Issuer ' s counsel, addressed to us substantially in the form of Exhibit C hereto. (iv) a letter from Price Waterhouse & Co. addressed to ' us consenting to the use of their report and all references to their firm included in or made a part of the Private Placement Memorandum. In rendering the above opinions, counsel may rely upon customary certificates . ' (d) The Loan Agreement, the Mortgage and the Indenture, in substantially the forms existing on the date hereof, with such changes therein as may be mutually agreed upon by the parties thereto and us , shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on the Closing Date. (e) All proceedings and related matters in connection with the authorization, issue, sale and delivery of the Bonds shall have been satisfactory to bond counsel and to our counsel, and such counsel shall have been furnished with such papers and information as they may have reasonably requested to enable them to pass upon the matters referred to in this subdivision. (f) The Company shall have furnished to us on the Closing Date certificates satisfactory to us as to the accuracy of all representations and warranties contained herein as of the date hereof and as of the Closing Date and as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Closing Date. (g) The offer and sale of the Bonds and underlying securities shall be exempt from registration under the Securities Act of 1933 , as amended, the Bonds and underlying securities shall constitute "municipal securities" within the meaning of the Securities Exchange Act of 1934 , as amended, and the Indenture and related security instruments shall be exempt from qualification under the Trust Indenture Act of 1939 , as amended. (i) The Company shall have furnished or caused to be ' furnished to us certificates dated the Closing Date satisfactory to us to the effect that the signers of such certificates have examined the Private Placement Memorandum, I -8- • the Loan Agreement, the Indenture, the Mortgage and the form of Bonds and that (i) as of the date of the Private Placement ' Memorandum, the statements made in the Private Placement Memorandum (not including written information furnished by the Underwriter specifically for use in the preparation of the ' Private Placement Memorandum) are true and correct , and the Private Placement Memorandum does not omit to state any material fact necessary to make the statements therein (not ' including written information furnished by the Underwriter specifically for use in the preparation of the Private Placement Memorandum) , in the light of the circumstances under which they were made, not misleading, (ii) since the date of ' the Private Placement Memorandum no event has occurred which should have set forth in an amendment or supplement to the Private Placement Memorandum, which has not been so set forth, ' in order to make the statements therein not misleading, (iii) no default under the Loan Agreement or the Mortgage and no event which with the giving of notice or lapse of time or both would constitute such a default shall have occurred and be ' continuing and (iv) the representations of the Company contained in the Loan Agreement and this Agreement were true and correct as of the respective dates thereof and are true and ' correct on the Closing Date. (j ) On the Closing Date, after the dates as of which ' information is given in the Private Placement Memorandum, except as set forth in or contemplated by the Private Placement Memorandum, none of the events specified in Subsection 2 (h) hereof that in our opinion may affect the marketability of the ' Bonds shall have occurred. (k) The Bonds shall be registered or exempt from registration for offer and sale in the State of Minnesota . (1) All conditions required to be satisfied under ' Section 3-5 of the Original Indenture for the issuance of the Bonds shall have been satisfied. (m) At the Closing Date there shall be delivered to ' the Trustee a title insurance policy or commitment therefor in an amount equal to $2 , 600, 000 insuring the Mortgage to be a first mortgage on the mortgaged property, subject only to ' encumbrances permitted by the Mortgage, issued by Title Insurance Company of Minnesota, or another title insurance company satisfactory to the Trustee . ' All such opinions , certificates , letters and documents will be in compliance with the provisions hereof only if they are in all material respects satisfactory to us and to our counsel as to which we and such counsel shall act reasonably. -9- • 1 If any condition of our obligations hereunder to be satisfied prior to the Closing Date is not so satisfied, this Agreement may be terminated by us by notice in writing or by telegram to the Company and the Issuer. We may waive in writing compliance by the Company or the Issuer of any one or more of the foregoing conditions or extend the time for their performance. 8 . Indemnification. The Company agrees to indemnify ' and hold harmless the Underwriter and the Issuer and each person, if any, who controls the Underwriter and the Issuer ( in this paragraph separately and collectively referred to as the "defendants") within the meaning of the Securities Act of 1933 , as amended, and the Securities Exchange Act of 1934 , as amended, from and against any and all losses , claims , damages , expenses or liabilities, joint or several, to which they or any of them may become subject under the Securities Act of 1933 , as amended, and the Securities Exchange Act of 1934 , as amended, or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the Underwriter, the Issuer and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Private Placement - Memorandum (or the Private Placement Memorandum as from time to time amended or supplemented) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, unless such untrue statement or omission was made in the Private Placement Memorandum in reliance upon and in conformity with written information furnished by us specifically for use in the preparation thereof . Promptly after receipt by the Underwriter, the Issuer or any such controlling person, of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof , and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel , who shall be counsel satisfactory to the Underwriter, the Issuer or such controlling person, as the case may be, and the payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. The Underwriter, the Issuer or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense -10- 1 I,, thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such ' counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effected without its consent . ' 9 . Offering by Underwriter. The Underwriter proposes to offer the Bonds for sale as provided in the Private Placement Memorandum. Concessions from the initial offering price set forth in the Private Placement Memorandum may be allowed to special purchasers . The initial offering price set forth in the Private Placement Memorandum may vary after the ' initial offering . The Bonds may be offered for sale at prices other than the par value thereof . The Issuer and the Company hereby confirm the authority and use by the Underwriter of the ' Private Placement Memorandum. 10 . Representations, Warranties and Agreements To Survive Delivery. The representations, warranties , indemnities, agreements and other statements of the Company, the Issuer, and the Underwriter, or its or their officers set forth in or made pursuant to this Agreement will remain ' operative and in full force and effect regardless of any investigation made by or on behalf of the Company, the Issuer or the Underwriter, or any controlling person and will survive ' delivery of and payment for the Bonds . 11. Payment of Costs and Expenses . All costs and expenses incident to the execution and performance of this Agreement and to the sale and delivery of the Bonds to the Underwriter, including, but not limited to, (i) the fees and expenses of Issuer ' s counsel; (ii) the fees and expenses of the ' Company' s counsel and accountants ; (iii) the fees and expenses of Bond Counsel ; (iv) the fees and expenses of the Trustee and its counsel; (v) all costs and expenses incurred in connection ' with the preparation, printing and distribution of the Private Placement Memorandum, the Bonds, the Loan Agreement, the Indenture, the Mortgage, this Agreement and related documents ; (vi) all expenses incurred in connection with obtaining state approval of and allocation for the Bonds ; (vii) all expenses (including fees and disbursements of counsel) incurred in connection with the qualification of the Bonds for sale and ' determination of the eligibility for investment under the laws of the State of Minnesota ; and (viii) the fees and expenses of the Issuer . ' 12 . Termination of Agreement . This Agreement may be terminated at any time prior to the Closing Date by us by written notice to the Issuer and the Company if in the judgment of the Underwriter it is impracticable to offer for sale or to -11- . 1 enforce contracts made by the Underwriter for the resale of the I Bonds agreed to be purchased hereunder by reason of : (i) a tentative decision with respect to legislation having been reached by a committee of the House of Representatives or the Senate of the Congress of I the United States or legislation having been reported by such a committee or be introduced by amendment or otherwise in, or having been enacted Iby, the House of Representatives or Senate, or recommended to the Congress of the United States for passage by the President of the United States, or a ruling, regulation or order of the Treasury I Department of the United States or the Internal Revenue Service having been made or proposed having the purpose or effect of imposing federal income I taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Issuer or I the Company or by any similar body or upon interest received on obligations of the general character of the Bonds , or the Bonds ; which, in the I Underwriter ' s opinion materially adversely affects the market price of the Bonds ; (ii) legislation, ordinance, rule or regulation having I been introduced in, or be enacted by, any governmental body, department or agency in the I State of Minnesota, or a decision by any court of competent jurisdiction within the State of Minnesota shall be rendered which, in the Underwriter ' s opinion, materially adversely affects I the market price of the Bonds ; • ( iii) legislation having been introduced by amendment or I otherwise in, or be enacted by, the House of Representatives or the Senate of the Congress of the United States , or a decision by a court of the United States shall be rendered, or a stop order , I ruling, regulation or official statement by, or on behalf of , the Securities and Exchange Commission or other governmental agency having jurisdiction of I the subject matter having been made or proposed, to the effect that the issuance, offering or sale of obligations of the general character of the Bonds , I or the Bonds , as contemplated hereby or by the Private Placement Memorandum, is or would be in violation of any provisions of the Securities Act of 1933 , as amended and as then in effect, or the II Securities Exchange Act of 1934 , as amended and as I -12- II• then in effect, or the Trus t Indenture Act In en of 1939 d t c o 1939 , ' as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the issuance, offering or sale of obligations of the general character of the Bonds , or the Bonds , as ' contemplated hereby or by the Private Placement Memorandum; (iv) any event having occurred, or information become known which in the Underwriter ' s opinion makes untrue, incorrect or misleading in any material respect any statement or information contained in ' the Private Placement Memorandum of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; ' (v) additional material restrictions not in force as of the date hereof shall be imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (vi) the New York Stock Exchange or other national securities exchange, or any governmental authority ' shall impose as to the Bonds or obligations of the general character of the Bonds any material restrictions not now in force or increase ' materially those now in force, with respect to the extestion of credit by, or the charge to the net capital requirements of, the Underwriter; (vii) trading in securities on the New York Stock Exchange or the American Stock Exchange shall have been suspended or limited or minimum prices have been established on either such exchange; (viii) a general banking moratorium shall have been ' established by federal or applicable state authorities ; ( ix) a default shall have occurred with respect to the ' obligations of or proceedings shall have been instituted under the federal bankruptcy laws or any similar state laws by or against any state of the United States or any city located in the United States having a population in excess of one million persons or any entity issuing obligations on behalf of such a city or state; -13- 11 11 x any action shall have been taken by any government ( ) Y Y Y g in respect of its monetary affairs which, in the opinion of the Underwriter, has a material adverse 1 effect on the United States securities market; or (xi) a war involving the United States shall have been declared, or any other national emergency relating to the effective operation of government or the financial community shall have occurred which, in the Underwriter ' s opinion, materially adversely affects the market price of the Bonds . If this Agreement shall be terminated pursuant to Section 7, or if the purchase provided for herein is not consummated because of any refusal, inability or failure on the part of the Company or the Issuer to comply with any of the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Issuer shall be unable to perform all of their respective obligations under this Agreement, neither the Company nor the Issuer shall be liable to the Underwriter for damages on account of loss of anticipated profits arising out of the transactions covered by this Agreement, but the Company shall remain liable to the extent provided in Section 11 hereof, and the Company shall pay all out-of-pocket expenses incurred by the Underwriter in contemplation of the performance by it of its obligations hereunder, including the printing and traveling expenses and postage, telegraph and telephone charges . If this Agreement shall be terminated pursuant to the ' first paragraph of this Section 12 , the Company shall remain liable to the extent provided in Section 11 hereof . 13 . Notices . All communications hereunder shall be in writing and, except as otherwise provided, shall be delivered at , or mailed or telegraphed to, the following addresses : if to the Underwriter, to Allison-Williams Company, 2700 Lincoln Centre, 333 South 7th Street, Minneapolis , Minnesota 55402 ; if to the Company, to Lyman Lumber Company, 300 Morse Avenue, Excelsior, Minnesota 55331 ; if to the Issuer , to the City of Chanhassen, City Hall , Chanhassen, Minnesota 55317 . 14 . Governing Law. This Agreement shall be governed , by and construed in accordance with the laws of the State of Minnesota . 15 . Parties in Interest . This Agreement shall be binding upon and shall inure to the benefit of the Underwriter, the Company, and the Issuer, and, to the extent expressed, any -14- • i. person erson controllin the Issuer or the Underwriter and their respective executors , administrators , successors and assigns , and no other person shall acquire or have any right under or by virtue of this Agreement . The term "successors and assigns" shall not include any purchaser, from the Underwriter of the Bonds . 16 . Time . Time shall be of the essence with respect to this Agreement. 17 . Counterparts . This Agreement may be executed in any number of counterparts . If the foregoing is in accordance with your understanding of the Agreement, kindly sign and return to us ' the enclosed duplicate copies hereof , whereupon it will become a binding agreement between the Issuer, the Company and the Underwriter in accordance with its terms . Very truly yours , ALLISON-WILLIAMS COMPANY By Its Confirmed and accepted as of the date first above written. CITY OF CHANHASSEN, MINNESOTA By Mayor ' And: (SEAL) City Manager LYMAN LUMBER COMPANY By Its -15- II EXHIBIT B I TO BOND PURCHASE AGREEMENT 1 Opinion of Counsel to the Company , Allison-Williams Company I 2700 Lincoln Centre 333 South 7th Street Minneapolis, Minnesota 55402 1 Dorsey & Whitney 2200 First Bank Place East Minneapolis , Minnesota 55402 II Re : $1, 000, 000 Industrial Development Revenue Bonds (Lyman Lumber Company Project) , Series 1988 II City of Chanhassen, Minnesota Ladies and Gentlemen: II We have acted as counsel to Lyman Lumber Company, a Minnesota corporation (the "Company" ) in connection with the authorization, issuance and sale by the City of Chanhassen, II Minnesota (the "Issuer" ) , of $1, 000 , 000 in aggregate principal amount of its Industrial Development Revenue Bonds (Lyman II Lumber Company Project) , Series 1988 (the "Series 1988 Bonds" ) , and the loan of the proceeds thereof to the Company. In such capacity, we have examined the following : 1 . The Articles of Incorporation and Bylaws of the I Company. 2 . Certain resolutions of the Board of Directors of I the Company. 3 . The Loan Agreement, dated as of September 1, 1979 II as amended by the First Amendment to Loan Agreement , dated as of December 1, 1988 (together, the "Loan Agreement" ) , between the Issuer and the Company. I 4 . The Indenture of Trust , dated as of September 1 , 1979 as supplemented by the First Supplemental Indenture of I Trust dated as of December 1, 1988 (together , the " Indenture" ) , between the Issuer and Norwest Bank Minnesota , National Association, as trustee (the "Trustee" ) . II II B-1 • II 5 . The Mortgage e and Security Agreement, dated as of 9 Y 9 September 1, 1979 as amended by the First Amendment to Mortgage ' and Security Agreement, dated as of December 1, 1988 (together, the "Mortgage") , between the Company, as mortgagor, and the Trustee, as mortgagee. ' 6 . The Bond Purchase Agreement, dated December 12 , 1988 (the "Bond Purchase Agreement") , among the Issuer, the Company and Allison-Williams Company (the "Underwriter") . 7 . The Private Placement Memorandum, dated November 30, 1988, relating to the Bonds (the "Private ' Placement Memorandum") . 8 . Such other documents, certificates and matters of ' law as we have considered necessary to enable us to render this opinion. Based on the foregoing we are of the opinion that : (1) The Company has been duly organized and is validly existing as a corporation under the laws of the State of Minnesota and is in good standing under the laws of the State of Minnesota with full power and authority to own its properties and conduct its business as described in the Private ' Placement Memorandum. The Company is conducting its business in substantial compliance with all applicable and valid laws , rules and regulations of each jurisdiction where it owns or ' leases substantial property or where it transacts material intrastate business . (2) The Company has full power and authority to execute and deliver the Loan Agreement, the Mortgage and the Bond Purchase Agreement and to carry out the terms thereof . The Loan Agreement, the Mortgage and the Bond Purchase ' Agreement have been duly and validly authorized, executed and delivered by the Company, are in full force and effect and are valid and binding instruments of the Company enforceable in accordance with their terms , except as limited by bankruptcy, reorganization or other laws of general application relating to the enforcement of creditors ' rights generally. ' (3) The consummation of the transactions herein contemplated by the Loan Agreement , the Mortgage and the Bond Purchase Agreement and carrying out of the terms thereof will not result in violation of any provision of , or in default under, the Articles of Incorporation or Bylaws of the Company or any indenture, mortgage, deed of trust , indebtedness , agreement, judgment, decree, order, or to the best of our knowledge, any statute, rule or regulation to which the Company B-2 • party or by which it or its property is bound; provided, is a pa y o y p p y P however, that we express no opinion with respect to the qualifications of the Series 1988 Bonds under state securities or blue sky laws or the law of any jurisdiction outside the United States . (4) No approval, authorization, consent or other ' order of any public board or body (other than the authorization of the Issuer, approval by the Minnesota Department of Trade and Economic Development and registration under and compliance with the securities or blue sky laws of various states) is legally required for the transactions contemplated hereby. (5) The Company is not in violation of any provision of its Articles of Incorporation, Bylaws or any other organizational instrument, and the Company is not in violation of any provision of , or in default under, any indenture, mortgage, deed of trust, indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation to which it is a party or by which it or its property is bound. There is no provision of the Articles of Incorporation or Bylaws of the Company, or to the best of our knowledge after reasonable investigation, any indenture, mortgage, deed of trust, indebtedness , agreement , instrument, judgment, decree, order, statute, rule or regulation that materially and adversely affects the business, properties, assets , liabilities or condition (financial or otherwise) of the Company. (6) There are no legal or governmental proceedings pending or, to the best of our knowledge, threatened or contemplated by governmental authorities or threatened by others to which the Company is or may become a party or to which any property of the Company is or may become subject, which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the financial position or results of operations of the Company. (7) Although we have not undertaken to determine independently and cannot guarantee the accuracy or completeness of the statements contained in the Private Placement Memorandum, based upon our participation in the preparation of the Private Placement Memorandum, we have no reason to believe that the Private Placement Memorandum contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein made, in the light of the circumstances under which they were made, not misleading . B-3 I (8) The Company has duly authorized the use of the Private Placement Memorandum by the Underwriter . IWe hereby consent to the references to us in our capacity as counsel to the Company in the Private Placement IMemorandum. Very truly yours, I I II I I II I I I II I II II II B-4 I EXHIBIT C I TO BOND PURCHASE AGREEMENT I Opinion of City Attorney II Allison-Williams Company II 2700 Lincoln Centre 333 South 7th Street Minneapolis, Minnesota 55402 Dorsey & Whitney 2200 First Bank Place East Minneapolis , Minnesota 55402 II Re : $1, 000, 000 Industrial Development Revenue Bonds , (Lyman Lumber Company Project) , Series 1988 II City of Chanhassen, Minnesota Gentlemen: We are City Attorneys for the City of Chanhassen, II Minnesota (the "City" ) and have acted as counsel to the City, in connection with the issuance on this date by the City of its II Industrial Development Revenue Bonds (Lyman Lumber Company Project) , Series 1988 (the "Bonds") , issued pursuant to an Indenture of Trust, dated as of September 1, 1979 , as I supplemented by the First Supplemental Indenture of Trust, dated as of December 1, 1988 (together, the "Indenture") , between the City and Norwest Bank Minnesota, National Association, as trustee (the "Trustee" ) . In such capacity, we I have examined the following : ( 1) all public records , proceedings and documents in II connection with the organization or establishment of the City; and (2) the proceedings of the City authorizing , among I other things : (a) the execution and delivery of the Indenture II and the issuance of the Bonds pursuant thereto ; (b) the execution and delivery of the Loan II Agreement , dated as of September 1, 1979 , as amended by the First Amendment to Loan Agreement , dated as of December 1 , 1988 (together, the "Loan Agreement" ) , between the City and Lyman Lumber Company, a Minnesota corporation (the I "Company" ) ; II C-1 II • 1` (c) the execution and delivery of a Bond Purchase Agreement (the "Bond Purchase Agreement" ) , dated ' December 12 , 1988 , between the City, the Company and Allison-Williams Company; and (d) the use and distribution of a Private Placement Memorandum, dated November 30, 1988 (the "Private Placement Memorandum") , relating to the Bonds; and ' (iii) executed counterparts of the Indenture, the Bond Purchase Agreement and the Loan Agreement . Based upon the foregoing and upon such other information and documents as we believe necessary to enable us to render this opinion, we are of the opinion that : ' 1. The City is a public body duly organized and existing under the Constitution and laws of the State of ' Minnesota. 2 . The proceedings of the City taken in connection with the authorization and issuance of the Bonds have been ' taken in accordance with the applicable laws of the State of Minnesota and the ordinances and rules of procedure of the City. The Bonds, the Loan Agreement, the Indenture and the Bond Purchase Agreement have been duly executed on behalf of the City by the officers authorized by such proceedings to execute said documents . ' 3 . No additional or further approval , consent or authorization of the City is required in connection with its participation in the transactions contemplated by the Bonds, ' the Loan Agreement, the Indenture and the Bond Purchase Agreement . ' 4 . The City has authorized the use and distribution of the Private Placement Memorandum. 5 . To the best of our knowledge, there are no legal or governmental proceedings , pending or threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity of or security for the Bonds , the Indenture, the Loan Agreement or the Bond Purchase Agreement , or the transactions contemplated thereby. 6 . The execution and delivery of the Bond Purchase Agreement, the Bonds , the Indenture, the Loan Agreement and the other agreements contemplated hereby and the authorization of ' the use of the Private Placement Memorandum will not conflict C-2 11 with or result in a material breach of any of the terms and provisions of or constitute a material default under the City' s organizational documents , any existing law, court or administrative regulation, decree or any other agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which it is or may be bound. ' We hereby consent to the references to us in our capacity as City Attorney in the Private Placement Memorandum. Very truly yours, i C-3 CERTIFICATE OF CITY MANAGER I , the undersigned, being the duly qualified City Manager of the City of Chanhassen, Minnesota, hereby attest and ' certify that : 1 . As such officer, I have the legal custody of the ' original record from which the attached resolution was transcribed. 2 . I have carefully compared the attached resolution with the original record of the meeting at which the resolution was acted upon. 3 . I find the attached resolution to be a true, correct and complete copy of the original : RESOLUTION NO. RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $1, 000, 000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (LYMAN LUMBER COMPANY PROJECT) , SERIES 1988 , OF THE CITY; AUTHORIZING THE EXECUTION OF A FIRST SUPPLEMENTAL INDENTURE OF TRUST, A FIRST AMENDMENT TO LOAN AGREEMENT AND A BOND PURCHASE AGREEMENT, AND AUTHORIZING THE USE OF A PRIVATE ' PLACEMENT MEMORANDUM, ALL RELATING TO THE SERIES 1988 BONDS 4 . Said resolution remains in full force and effect ' in the form in which adopted and has not been amended or repealed. ' 5 . I further certify that the affirmative vote on said resolution was ayes , nayes , and absent/abstention. 11 6 . Said resolution was adopted at a special meeting which was duly held, pursuant to call and notice thereof, as required by law on December 12 , 1988 , and a quorum was present at such meeting . WITNESS my hand officially as such Manager and the seal of said City, this day of , 1988 . Don Ashworth City Manager (Seal) • II RESOLUTION NO. 11 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF II$1,000, 000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (LYMAN LUMBER COMPANY PROJECT) , SERIES 1988, OF THE II CITY; AUTHORIZING THE EXECUTION OF A FIRST SUPPLEMENTAL INDENTURE OF TRUST, A FIRST AMENDMENT TO LOAN AGREEMENT AND A BOND PURCHASE IAGREEMENT, AND AUTHORIZING THE USE OF A PRIVATE PLACEMENT MEMORANDUM, ALL RELATING TO THE SERIES 1988 BONDS BE IT RESOLVED by the City Council (the Council) of I the City of Chanhassen, Minnesota (the City) , as follows : Section 1 . Authorization and Recitals . I 1 . 01. General Authority. This Council has received a II proposal that the City finance a portion or all of the cost of a proposed project under Minnesota Statutes, Sections 469 . 152 through 469 . 165 (the Act) , consisting of the construction of an approximately 30, 240 square foot addition by Lyman Lumber II Company (the Company) to its existing facility located at 18800 West 78th Street in the City, and the acquisition and installation of items of equipment therein (the Project) . II 1 . 02 . Series 1979 Bonds . The City has heretofore issued its Industrial Development Revenue Bonds (Lyman Lumber II Company Project) , Series 1979 , dated as of September 1, 1979 , in the aggregate principal amount of $2, 000 , 000 (the "Series 1979 Bonds" ) , for the purpose of financing the cost of a project under the Act consisting of the acquisition of land II within the City (the "Land" ) and the construction of a storage and distribution facility thereon (the "Building" ) , by the Company, pursuant to an Indenture of Trust, dated as of II September 1, 1979 (the "Original Indenture" ) , between the City and Northwestern National Bank of Minneapolis , as Trustee (the "Trustee" ) . The proceeds of the Series 1979 Bonds were loaned by the City to the Company, pursuant to a Loan Agreement, dated I as of September 1, 1979 (the "Original Agreement" ) , between the City and the Company, and the 1979 Bonds are secured by a Mortgage and Security Agreement, dated of September 1, 1979 II(the "Original Mortgage" ) , under which the Company is obligated to make payments sufficient to pay the principal of , premium, if any, and interest on the Series 1979 Bonds . II 1 . 03 . Proposed Project and Bonds . Allison-Williams Company, of Minneapolis, Minnesota (the "Underwriter" ) and representatives of the Company have proposed that the City, II acting under and pursuant to the Act , issue and sell to the Underwriter, an additional series of bonds , pursuant to Section II • 1 II 3-5 of the Original Indenture, designated as its Industrial g g Development Revenue Bonds (Lyman Lumber Company Project) , ' Series 1988, dated as of December 1, 1988 , in the principal amount of $1, 000, 000 (the "Series 1988 Bonds") , the proceeds of which are to be used" for the purpose of paying the costs of the ' Project. The Series 1988 Bonds will be issued pursuant to the Original Indenture, as supplemented by a First Supplemental Indenture of Trust, dated as of December 1, 1988 (the ' "Supplemental Indenture" ) , between the City and the Trustee (the Original Indenture, as so supplemented is hereinafter referred to as the "Indenture" ) . The proceeds of the Series 1988 Bonds will be loaned by the City to the Company pursuant ' to the Original Agreement, as amended by a First Amendment to Loan Agreement , dated as of December 1, 1988 (the "Amendment to Loan Agreement" ) , between the City and the Company (the ' Original Agreement, as so amended is hereinafter referred to as the "Agreement") . to secure payment on the Series 1988 Bonds the Original Mortgage will be supplemented by a First Amendment to Mortgage and Security Agreement, dated as of December 1, 1988 (the "Amendment to Mortgage") , from the Company to the Trustee (the Original Mortgage, as so amended is hereinafter referred to as the "Mortgage") . 1 . 04 . Prior Approval . This Council following a public hearing on the Project, duly noticed and held on August 22 , 1988, adopted a resolution giving preliminary approval to the Project and authorizing the issuance of the Series 1988 Bonds and the execution of documents relating thereto . ' 1 . 05 . Documentation. Forms of the following documents relating to the Project and the Series 1988 Bonds have been prepared and submitted to this Council and are hereby ' directed to be filed in the office of the City Manager: (a) the Amendment to Loan Agreement; (b) the Supplemental Indenture; ' (c) the Amendment to Mortgage; (d) the Bond Purchase Agreement , by and among the Company, the Underwriter and the City (the "Bond Purchase Agreement" ) ; and (e) a Private Placement Memorandum (the ' ( "Private Placement Memorandum" ) , dated November 30 , 1988 . Section 2 . Findings . This Council hereby finds , determines and declares that : -2- 1 (a) The welfare of the State of Minnesota requires active promotion, attraction, encouragement and development of economically sound industry and commerce through governmental acts to prevent, so far as possible, emergence of blighted lands and areas of chronic unemployment, and the State of Minnesota has encouraged local government units to act to prevent such economic deterioration. (b) The Project would further the general , purposes contemplated and described in Section 469 . 152 of the Act . (c) The existence of the Project would add to the tax base of the City, the County and the School District in which the Project is located and would provide increased opportunities for employment for residents of the City and surrounding area . (d) This Council has been advised by ' representatives of the Company, that conventional, commercial financing to pay the cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of constructing and operating the Project would be significantly reduced, but that with the aid of municipal borrowing , and its resulting lower borrowing cost , the Project is economically more feasible . (e) This Council has been advised by ' representatives of the Company that the Project would not be undertaken but for the availability of industrial development bond financing . ' ( ) This Council has also been advised by representatives of the Company that on the basis of their discussions with potential buyers of tax-exempt bonds, revenue bonds of the City (which may be in the form of a revenue note or notes) could be issued and sold upon favorable rates and terms to finance the Project . (g) The City is authorized by the Act to issue its revenue bonds to finance capital projects consisting of properties used and useful in connection with a revenue producing enterprise, such as that of the Company, and the issuance of the bonds by the City would be a substantial inducement to the Company to undertake the Project . (h) This Council hereby finds that the issuance and sale of $1, 000 , 000 aggregate principal amount of the ' -3- • • 1 , City' s Industrial Development Revenue Bonds (Lyman Lumber Company Project) , Series 1988 pursuant to the Act is in the best interest of the City and the City hereby determines to issue and sell such Series 1988 Bonds . The proceeds of the Series 1988, Bonds will be lent (the Loan) by the City to the Company, in order to finance the Project . (i) The financing of the Project, the ' authorization of the Series 1988 Bonds in the principal amount of $1,000, 000, the execution and delivery of the Amendment to Agreement and the Supplemental Indenture and the performance of all covenants and agreements of the City ' contained in the Agreement, the Bond Purchase Agreement and the Indenture and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement, the Indenture and the Series 1988 Bonds valid and binding obligations in accordance with their terms, are authorized by the Act . ' (j ) The Series 1988 Bonds will be special limited obligations of the City payable solely from revenues derived from the Agreement, other than to the extent payable from the proceeds of the Series 1988 Bonds , amounts in the Reserve Fund held by the Trustee pursuant to the Indenture, the proceeds of insurance or condemnation 1 awards or the proceeds resulting from the disposition of the property encumbered by the Mortgage upon a default by the Company under the Agreement . The Series 1988 Bonds ' shall not be payable from or charged upon any funds other than the revenue pledged to the payment thereof, nor shall the City be subject to any liability thereon. No holder or holders of any Series 1988 Bond shall ever have the right ' to compel any exercise of the taxing power of the City to pay any such Series 1988 Bond or the interest thereon, nor to enforce payment thereof against any property of the City ' except the Loan Agreement . The Series 1988 Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory provision. Section 3. Authorization of Issuance of Bonds . In order to provide for the financing of the Project , the City hereby authorizes the issuance of the Series 1988 Bonds as ' revenue bonds under the Act, to be designated "City of Chanhassen, Minnesota , Industrial Development Revenue Bonds (Lyman Lumber Company Project) , Series 1988" in the aggregate ' principal amount of $1, 000, 000 . The Series 1988 Series 1988 Bonds shall be dated as of December 1, 1988 , and shall mature in the years and amounts and contain the redemption and other provisions as are set forth in the Supplemental Indenture . The ' Series 1988 Bonds shall bear interest as provided in the Supplemental Indenture . I -4- 1 Section 4 . Execution of Bonds . Each Series 1988 Bond shall be executed on behalf of the City by the manual or facsimile signatures of the Mayor and the City Manager, and its corporate seal (which may be in facsimile) shall be thereunto affixed, imprinted or engraved. The Trustee is hereby designated as authenticating agent pursuant to Minnesota Statutes , Section 475 . 55 . If any of the officers who shall have signed or sealed any of the Series 1988 Bonds shall cease to be such officers of the City before the Series 1988 Bonds so signed and sealed shall have been actually authenticated by the Trustee or delivered by the City, such Series 1988 Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as though the person or persons who signed or sealed such Series 1988 Bonds had not ceased to be such officer or officers of the City. Section 5 . Execution of Supplemental Indenture, Amendment to Loan Agreement and Bond Purchase Agreement. The Supplemental Indenture, the Amendment to Loan Agreement and the Bond Purchase Agreement are hereby made a part of this Resolution as fully as though set forth in full herein and are hereby approved in the form submitted to this meeting, and the Mayor and City Manager are hereby authorized and directed to execute, acknowledge and deliver the Supplemental Indenture, the Amendment to Loan Agreement and the Bond Purchase Agreement on behalf of the City with such changes , insertions and omissions therein as do not change the substance of the Supplemental Indenture, Amendment to Loan Agreement or Bond Purchase Agreement and as may be approved by the Mayor and City Manager, such approval to be evidenced conclusively by their execution of the Supplemental Indenture, the Amendment to Loan Agreement and the Bond Purchase Agreement and the City Manager is hereby authorized and directed to affix the corporate seal of the City to the Supplemental Indenture, the Amendment to Loan Agreement and the Bond Purchase Agreement . Section 6 . Offering Documents . The Private Placement Memorandum is hereby made a part of this Resolution as fully as though set forth in full herein and is hereby approved in the form submitted to this meeting, said Private Placement Memorandum and the information contained therein are hereby authorized to be used by the Underwriter in connection with the sale of the Series 1988 Bonds ; provided, however, that the City has made no independent investigation with respect to , and assumes no responsibility for the accuracy or completeness of the information contained in the Private Placement Memorandum. Section 7 . Other Actions . The Mayor , the City Manager and all other officers of the City are hereby authorized and directed to execute and deliver all other ' I -5- • documents which may required uired under the terms of the q Supplemental Indenture, the Amendment to Loan Agreement or the ' Bond Purchase Agreement, and to take such other action as may be required or appropriate for the performance of the duties imposed thereby or to carry out the purposes thereof . iSection 8 . Absence or Disability of Officers . In the absence or disability of the Mayor, the City Manager or any ' other officer of the City named in any instrument to be executed on behalf of the City in connection with the issuance of the Series 1988 Bonds , the acting Mayor, acting City Manager or other officer may execute such instrument . The execution of any instrument by an officer of the City shall be conclusive evidence of its approval . ' Section 9 . Compliance With Act . The Mayor and City Manager are directed, upon the issuance of the Series 1988 Bonds thereafter to comply with the provisions of Section ' 469 . 154 , Subdivisions 5 and 7 of the Act . Section 10 . Statement of Election. The City hereby elects that the provision of Section 144 (a) (4) of the Internal Revenue Code of 1986, as amended, apply to the Series 1988 Bonds . ' Adopted by the City Council of the City of Chanhassen, Minnesota, this 12th day of December, 1988 . Mayor Attest : City Manager ' (SEAL) i -6-