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HomeMy WebLinkAboutHEDRA Packet 11-09-10HASTINGS ECONOMIC DEVELOPMENT & REDEVELOPMENT AUTHORITY . Agenda for TUESDAY, November 9, 2010, 6:00 pm City Hall VOLUNTEER ROOM I. Quorum II. Minutes – October 21, 2010 Regular Meeting III. Bills IV. Business A.Hudson Manufacturing – Issuance and Sale of Bonds B.Gardner House, LLC (Hastings Beauty School) – Amendment to Promissory Note C.Himle Horner - Marketing RFQ Response V. Reports and Information A.TH 61 Bridge Update B.Park and Ride Lot Update C.Lanoga Corporation (Pro-Build-UBC) Closure V. Adjourn Next Meeting: December 9, 2010 HEDRA AGENDA NOTES FOR NOVEMBER 9, 2010 MINUTES Please see attached HEDRA Meeting minutes from October 21, 2010 for your review and approval. BILLS OctoberBills Master Card$158.70MN Nahro Conference Bradley & Deike$336.00Linn Companies –Napa MN Pollution Control$1,425.00Hudson –Phase I & II Liesch Associate$5,457.82Hudson –Phase I & II Johnson & Scofield$5,980.00Hudson –ALTA Survey Please see attached general ledger detail for further information. BUSINESS A.Hudson Manufacturing– Issuance & Sale of Bonds Northland Securities was the lowest bidder selected for purchasing the general obligation bonds for the acquisition of H D Hudson Manufacturing. Northland’s proposal included an estimated annual average debt service of $230,000. HEDRA would assume the $2,855,000 debt for 20 years with a five year call provision. th On October 27, HEDRA staff and Ehlers and Associates were involved in a ratings call with Standard and Poors. HEDRA was ratedA+. th Northland will conduct pre-pricing on November 8 and solicit sale on th November 9. Further purchase information will be presented at the meeting. ACTION – Adopt Resolution No. 9-2010 providing for the issuance and sale of $2,855,000taxable limited tax obligation bonds. Pleasesee the attached resolution for further information. B.Gardner House, LLC (Hastings Beauty School) – Amendment to Promissory Note st At the October 21HEDRA meeting staff was directed to approve the request of Gardner House, LLC (Hastings Beauty School) to amend their existing loan agreement to lower the interest rate from 9% to 7% retroactive to June 21, 2010. Gardner House received a $58,000 loan from the HRA in June, 2005. The loan had an initial interest rate of 4% and adjusted to 9% in June, 2010. ACTION –Authorize signature of the Amended Promissory Note for Gardner House, LLC. Please see attached amendment for further information. C.Himle Horner – Marketing RFQ Response. Included in the packet you will find a proposal for marketing services from Himle Horner Inc. The proposal includes a three phased plan for assisting HEDRA in developing a marketing plan that would help the Commission promote existing local businesses and their growth, help attract new businesses to the community, increase awareness of what Hastings has to offer to businesses and customers alike and contribute to the short- and long-term economic sustainability of our community. Each of these phases has been broken down to help make them affordable and fit within our budget. Please be aware as you review the plan that Phase A is meant to be done with the 2010 budget and then Phase B would then be done with the 2011 budget. Phase 1A is optional; but if the commission chooses to do it, it should be done simultaneously with Phase A.Phase 1A it would enhance our overall marketing plan and give us a better understand where we are starting from and what we will need to do to get to our end result. In the proposed 2011 budget, $60,000 has been allocated towards professional services. The majority of funding is anticipated to conduct further planning of the Hudson site. Marketing was not specifically allocated in the 2011 budget. HEDRA will need to prioritize allocation of professional services funds between Hudson, marketing, and other efforts. ACTION –Direct Staff to further develop a marketing agreement with Himle Horner. Please see attached proposal for further information. REPORTS A.TH 61 Bridge Update The following update was sent October 29, 2010 by City Engineer, Nick Egger: The contractor started pile-driving activities on the north side of the river earlier this week, which was then hampered by the weather on Tuesday and Wednesday. They are back to it now and will continue to do this type of work for the next several months in many places on the northern half of the project. No pile driving will be necessary on the south side of the river because of shallow bedrock. See the City’s FB page for a couple of photos and more details on pile driving. Speaking of piles, loads of it keep coming in on barges and unloaded at the staging area, where it is being temporarily stored and inspected. There is now a small barge anchored in the river across from the staging area. This will part of the assembly that ultimately supports the construction of the main span arch during the next 14 months. Work is scheduled to occur next week to install a cofferdam on the northern side of river to conduct pile driving work associated with the northernmost bridge pier. A cofferdam is essentially a large tube like structure open to the surface that provides a dry work space below the surface of a body of water. No news on the timeline for the Hudson demolition work this week. I am assuming they’re still working on trying to get started in November. Xcel Energy crews continue to work on relocating their facilities near the river behind Hudson and beneath the existing Bridge. B.Park and Ride Lot Update Staff is still waiting for the grant agreement and lease agreement documents from Metropolitan Council related to the $600,000 construction grant. The Transit Committee of City Council (Schultz, Alongi, and Hollenbeck) discussed the park st and ride lot at their November 1meeting. The Committee concurred with HEDRA that relinquishing control of the property was not favored. We will further discuss with Met Council options to change the appropriation to eliminate ownership provision. C. Lanoga Corporation (Pro-Build-UBC) Closure Pro-Build has ceased operation at its 1101 Spiral Boulevard location in the Hastings Industrial Park. Lanoga Corporation (its parent company) entered into a business subsidy agreement with the City of Hastings on July 5, 2005. Lanoga agreed to create certain number of jobs and stay in business for at least five years. The jobs requirement was satisfied in 2008; however they have not fulfilled the business stay provision. Based on our initial calculations, Lanoga owes approximately $40,000 is subsidy repayment to the City. ATTACHMENTS HEDRA Minutes –October 21, 2010 General Ledger Detail –October, 2010 Resolution No. 9-2010 – Issuance and Sale of Bonds - Hudson Promissory Note Amendment –Gardner, LLC (Hastings Beauty School) RFQ Response – Himle Horner Hastings Economic Development and Redevelopment Authority 7:00 p.m. Hastings City Hall Minutes of October 21, 2010 HEDRA Commissioners Pam Holzem, Dennis Peine,Bob Hollenbeck, Danna Elling Schultz,and Ron Toppin,present HEDRA Commissioners Absent: Kurt KeenaandAnthony Alongi. Staff present: City Administrator David Osberg, Community DevelopmentDirector John Hinzman and Community Relations Specialist Shannon Rausch. Others Present: Eric Hesse, Consultant with Liesch Environmental Q: UORUM A quorum was establishedand the meeting was called to order at 7pm with fivemembers present. I. M INUTES Commissioner Toppin motioned to approve the minutes from the September 16, 2010 meetings, Commissioner Holzem seconded the motion. Motion approved 5-0 III.B ILLS Commissioner Elling Schultz moved to pay the bills. Commissioner Toppin seconded the motion. Motion Passed 5-0 IV.B USINESS A. Hudson Manufacturing – Contingency Items. HEDRA has until October 25, 2010 to waive or satisfy contingency items per the Hudson Manufacturing Purchase Agreement. In late September, on-site environmental testing was conducted, including: • Installation of test pits to determine the existence of buried waste and debris. • Installation of groundwater monitoring wells. • Installation of vapor probes to identify subsurface vapors • Installation of hand auger borings inside the existing building to determine evidence of waste or contamination beneath the building Results were analyzed at thelab andEric Hesse from Liesch Environmental was at the meeting toprovide a reportto the commissionon environmental testing results. Overall the site is in better condition than anticipated, and no worse than any other site the HRA has acquiredin the past. There will be clean-up of the site necessary but there are several opportunities for grant dollars to help with the cost of clean up. With the City’s involvementHEDRA will be eligible for assistance from the County, State and Federal Government that other investors would not have access to. After much discussion Commissioner Toppin motioned to approve resolution No. 8 – 2010 with additional language that clearly states that Hudson will “mitigate damaged asbestos and lead paint and hold the City and HEDRA harmless.”Commissioner Peine seconded the motion. Motion passed 5– 0 C. Marketing RFQ Following the September 16th HEDRA meeting Community Relations Specialist, Shannon Rausch continued to work withLocal Pigeononspecific items that wereleft out of their original RFQ submission, as well as forwarding a copy to Himle HornerInc.who is part of the consulting team that MN/DOT has brought on board to work on the Communication/Public Relation portion of the bridge project. Community Relations Specialist Shannon Rausch shared with the commission what she has learned following discussions with both Local Pigeon and Himle Horner. The Commissioners directed staff to end conversations with Local Pigeon and continue working with Himle Horner to see what kind of proposal they can present at the November meeting. D.Minnesota Main Street Program The Preservation Alliance of Minnesota has launched the Minnesota Main Street Program to assist in commercial district revitalization. The alliance is accepting applications to participate in the program. The annual membership fee is $2,000. Members can receive up to $6,400 in technical assistance and training. Hastings participated in an earlier version of the Main Street Program during the 1980’s. Commissioner Topping movedto authorize staff tosubmitanapplication and to pay the fee with part of the $10,000 budgeted for 2010 marketing efforts.Commissioner Holzem seconded the motion. Motion passed 5-0 E.Hastings Beauty School – Request to adjust interest rate Dan Lynch of Hastings Beauty School, 221 East 2nd Street (Gardner House) has submitted a request to adjust the interest rate on his $58,000 promissory note issued by the HRA on June 21, 2005. The note had an initial interest rate of 4% per annum, and adjusted to 9% on June 21, 2010. Mr. Lynch seeks a lower rate and has suggested 7%. Commissioner Hollenbeck emphasized what a wonderful job Mr. Lynch has done in restoring this property. Commissioner Holzem motioned to accept Mr. Lynch’s recommended interest rate of 7%, Commissioner Topping seconded the motion. Motion Passed 5-0 F. Hastings Beauty School – Skateboard Damage Dan Lynch of Hastings Beauty School, 221 East 2nd Street (Gardiner House) has submitted a letter asking for assistance to alleviate damage caused tohis structure by skateboarders. Currently HEDRA doesnot have commercial grant funds specifically allocated within the budgetthat could be used to assist Mr. Lynch. The Commission discussed various options and suggest Mr. Lynch look into adding some type of wrought iron fence to stop skate boarders from being able to jump onto the window sills and thus prevent the damage which is currently occurring. The commission suggested that then perhaps there possibly would besome type of grant available that he could apply for with HEDRA’s assistance. IV.R EPORTS A. Hudson Manufacturing Bond Sale HEDRA has received two responses to our bond sale proposal. It appears our annual debt service on the 20 year general obligation bonds will be less than originally anticipated. We had planned on a $260,000 annual debt payment; the lowest response submitted had an annual average debt service payment of $230,000. HEDRA isscheduled to take final action on the bond sale at its November 9th meeting. B. TH 61 Bridge Update The September 22nd groundbreaking and open house attracted about 250 people. Attendees were given the opportunity to review bridge lighting and colors, as well as the mural located on the 2nd Street southabutment. The Visual Quality Team met on October 13th to discuss bridge lighting and color selection.Those attending the open house preferred a blue color. The VQT discussed whether a bold color orlighter color was preferable. The bridge design staff will present updated color rendering at the next VQT meeting and have discussed having the community vote on three final colors. C. Park and Ride Lot Update City staff met with Metropolitan Council to discuss the grant agreement for use of the $600,000 allocation from the Red Rock Corridor. Metropolitan Council was designated as the fund disburser. The language of the original allocation requires Met Council to be owner of the property. City Staff voiced its concern over conveying the property.Community Development Director isstill awaiting the actual grant agreement.Commissioners agreed they may consider a Partnership with Met Council but they are not interested in turning over the ownership of the property. A: DJOURNMENT Commissioner Toppinmoved to adjourn at 8:40 p.m., Commissioner Holzemseconded. Motion Passed 5-0 TUESDAY,November 9, 2010 Next meeting is scheduled for at 6:00pm in the Council Chambers. Shannon M. Rausch, HEDRA Secretary EXTRACT OF MINUTES OF A MEETING OF THE BOARD OF COMMISSIONERS OF THE HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY OF THE CITY OF HASTINGS, MINNESOTA HELD: November 9, 2010 Pursuant to due call and notice thereof, a regular or special meeting of the Board of Commissioners of the Hastings Economic Development and Redevelopment Authority of the City of Hastings, Minnesota, was duly called and held at the City Hall on November 9, 2010, at 6:00 P.M., for the purpose, in part, of authorizing the issuance and awarding the sale of $2,855,000 Taxable Limited Tax Obligation Bonds, Series 2010A. The following members were present: and the following were absent: Member _______________ introduced the following resolution and moved its adoption: RESOLUTION NO. 9-2010 PROVIDING FOR THE ISSUANCE AND SALE OF $2,855,000 TAXABLE LIMITED TAX OBLIGATION BONDS, SERIES 2010A AND PLEDGING FOR THE SECURITY THEREOF TAX INCREMENTS A.WHEREAS, the Board of Commissioners of the Hastings Economic Development and Redevelopment Authority of the City of Hastings, Minnesota (the "Authority"), has heretofore determined and declared that it is necessary and expedient to issue $2,855,000 Taxable Limited Tax Obligation Bonds, Series 2010A (the "Bonds" or individually the "Bond"), pursuant to Minnesota Statutes, Section 469.033 and Chapter 475, to finance the acquisition of riverfront property owned by Hudson Sprayer Company located in the City of Hastings, Minnesota (the "Project"); and B.WHEREAS, the Authority has retained Ehlers and Associates, Inc., in Roseville, Minnesota, as its independent financial advisor for the sale of the Bonds and was therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); and C.WHEREAS, it is in the best interests of the Authority that the Bonds be issued in book-entry form as hereinafter provided; and NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Hastings Economic Development and Redevelopment Authority of the City of Hastings, Minnesota, as follows: 1.Acceptance of Offer. The offer of Northland Securities, Inc. (the "Purchaser"), to purchase the Bonds in accordance with the terms and at the rates of interest hereinafter set forth, and to pay therefor the sum of $________________, plus interest accrued to settlement, is hereby accepted. 2.Bond Terms. (a)Title; Original Issue Date; Denominations; Maturities. The Bonds shall be titled "Taxable Limited Tax Obligation Bonds, Series 2010A", shall be dated December 1, 2010, as the date of original issue, shall be issued forthwith on or after such date in fully registered form, shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations") and shall mature on February 1 in the years and amounts as follows: YearAmountYearAmount 2012$2022$ 20132023 20142024 20152025 20162026 20172027 20182028 20192029 20202030 20212031 As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule, and corresponding additions may be made to the provisions of the applicable Bond(s). (b)Book Entry Only System. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York or any of its successors or its successors to its functions hereunder (the "Depository") will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period"), shall at all times be in the form of a separate single fully registered Bond for each maturity of the Bonds; and for purposes of complying with this requirement under paragraphs 5 and 10 Authorized Denominations for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee"). (iii) With respect to the Bonds neither the Authority nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the "Participant") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the "Beneficial Owner"). Without limiting the immediately preceding sentence, neither the Authority, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or consent of any Holder under this Resolution, the Authority may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The Authority and the Bond Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. (v) Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10, references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Bond Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book-entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book-entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations"). (vii) All transfers of beneficial ownership interests in each Bond issued in book- entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the Authority or Bond Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the Authority or the Bond Registrar may establish a special record date for such consent or other action. The Authority or the Bond Registrar shall, to the extent possible, give the Depository notice of such special record date not less than 15 calendar days in advance of such special record date to the extent possible. (ix) Any successor Bond Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. (c)Termination of Book-Entry Only System. Discontinuance of a particular Depository's services and termination of the book-entry only system may be effected as follows: (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Authority and discharging its responsibilities with respect thereto under applicable law. The Authority may terminate the services of the Depository with respect to the Bond if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book-entry transfers through the Depository is not in the best interests of the Authority or the Beneficial Owners. (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository is willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the Authority, is willing and able to assume such functions upon reasonable or customary terms, or if the Authority determines that it is in the best interests of the Authority or the Beneficial Owners of the Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 10. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners. (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 10. (d)Letter of Representations. The provisions in the Letter of Representations are incorporated herein by reference and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter of Representations shall control. 3.Purpose. The Bonds shall provide funds to finance the Project. The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on the Project shall proceed with due diligence to completion. The Authority covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 4.Interest. The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2011, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity YearInterest Rate 2012% 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 5.Redemption. All Bonds maturing on February 1, 2031, and thereafter, shall be subject to redemption and prepayment at the option of the Authority on February 1, 2031, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturity and the principal amounts within each maturity to be redeemed shall be determined by the Authority and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected registered holder of the Bonds at least thirty days prior to the date fixed for redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Authority or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Authority and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in writing) and the Authority shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requestedby such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 6.Bond Registrar. Bond Trust Services Corporation, Roseville, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the Authority and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12. 7.Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA AND WASHINGTON COUNTIES HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY OF THE CITY OF HASTINGS, MINNESOTA R-_____$_________ TAXABLE LIMITED TAX OBLIGATION BOND, SERIES 2010A Interest RateMaturity DateDate of OriginalIssueCUSIP %February 1, ____December 1, 2010 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: The Hastings Economic Development and Redevelopment Authority of the City of Hastings, Dakota and Washington Counties, Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for prior redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2011, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of Bond Trust Services Corporation, in Roseville, Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of, premium, if any, and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution. Until termination of the book-entry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee. Optional Redemption. All Bonds of this issue (the "Bonds") maturing on February 1, 20____, and thereafter, shall be subject to redemption and prepayment at the option of the Authority on February 1, 20_____, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturity and the principal amounts within each maturity to be redeemed shall be determined by the Issuer and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable onthe redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected Holder of the Bonds at least thirty days prior to the date fixed for redemption. Prior to the date on which any Bond or Bonds are directed by the Issuer to be redeemed in advance of maturity, the Issuer will cause notice of the call thereof for redemption identifying the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption have been duly deposited. Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of the Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds of the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by the Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance; Purpose. This Bond is one of an issue in the total principal amount of $2,855,000, all of like date of original issue and tenor, except as to number, maturity, interest rate and denomination, issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the Board of Commissioners on November 9, 2010 (the "Resolution"), for the purpose of providing funds to finance the acquisition of riverfront property currently used by Hudson Sprayer Company, and located in the City of Hastings, Minnesota. This Bond is payable out of the Taxable Limited Tax Obligation Bonds, Series 2010A Fund. This Bond is a special limited obligation of the Issuer, payable solely from amounts pledged to the payment thereof pursuant to the Resolution. This Bond shall not be a debt of the City of Hastings, Dakota County, Washington County, the State of Minnesota, or any other political subdivision thereof, and neither the City of Hastings, Dakota County, Washington County, the State of Minnesota, or any other political subdivision thereof shall be liable on the Bonds, nor shall the Bonds be payable out of any funds or properties other than those of the Issuer pledged thereto. Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided herein with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Taxable Interest. The interest on this Bond is included in the gross income of the owner hereof for purposes of United States income tax and to the same extent in both gross income and taxable net income for purposes of State of Minnesota income tax. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the Hastings Economic Development and Redevelopment Authority of the City of Hastings, Minnesota, by its Board of Commissioners has caused this Bond to be executed on its behalf by the facsimile signatures of its President and its Executive Director, the corporate seal of the Issuer having been intentionally omitted as permitted by law. Date of Registration:Registrable by: BOND TRUST SERVICES CORPORATION ________________________Payable at: BOND TRUST SERVICES CORPORATION BOND REGISTRAR'SHASTINGS ECONOMIC DEVELOPMENT AND CERTIFICATE OFREDEVELOPMENT AUTHORITY OF THE AUTHENTICATIONCITY OF HASTINGS, MINNESOTA This Bond is one of the Bonds described in the Resolution mentioned within./s/ Facsimile President BOND TRUST SERVICES CORPORATION Roseville, Minnesota /s/ Facsimile Bond Registrar Executive Director By____________________ Authorized Signature ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - _____________ as custodian for _____________ (Cust) (Minor) under the _____________________ Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. ___________________________________ ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ________ the within Bond and does hereby irrevocably constitute and appoint ________ attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated:__________ _____________________________________________________ Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: ___________________________ Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: ________________________________________ ________________________________________ ________________________________________ PREPAYMENT SCHEDULE This Bond has been prepaid in part on the date(s) and in the amount(s) as follows: AUTHORIZED SIGNATURE DATEAMOUNTOF HOLDER 8.Execution. The Bonds shall be printed (or, at the request of the Purchaser, typewritten) and shall be executed on behalf of the Authority by the signatures of its President and Executive Director and be sealed with the seal of the Authority; provided, however, that the seal of the Authority may be a printed (or, at the request of the Purchaser, photocopied) facsimile and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. 9.Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the Authority on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue, December 2, 2010. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10.Registration; Transfer; Exchange. The Authority will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the Authority shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the Authority shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the Holder making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the Authority. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the Authority evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or the Holder's attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the Authority contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. The Executive Director is hereby authorized to negotiate and execute the terms of said agreement. 11.Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12.Interest Payment; Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the Authority maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten days prior to the Special Record Date. 13.Treatment of Registered Owner. The Authority and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the Authority nor the Bond Registrar shall be affected by notice to the contrary. 14.Delivery; Application of Proceeds. The Bonds when so prepared and executed shall be delivered by the Executive Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15.Fund and Accounts. There is hereby created a special fund to be designated the "Taxable Limited Tax Obligation Bonds, Series 2010A Fund" (the "Fund") to be administered and maintained by the Executive Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the Authority. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund the following separate accounts: (a)Project Account. To the Project Account there shall be credited the proceeds of the sale of the Bonds, less capitalized interest in the amount of $_______________ (together with interest earnings thereon and subject to such other adjustments as are appropriate to provide sufficient funds to pay interest due on the Bonds on or before __________________). From the Project Account there shall be paid all costs of issuance of the Bonds and all costs and expenses of the Project, including all costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65. Moneys in the Project Account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the receipt of the Special Benefits Tax. (b)Special Limited Tax Bond Fund. To the Special Limited Tax Bond Fund there is hereby pledged and irrevocably appropriated and there shall be credited: (i) Special Benefits Tax herein and hereinafter levied, in an amount sufficient, together with other sums herein pledged, to pay the annual principal and interest payments on the Bonds; (ii) capitalized interest in the amount of $_____________ (together with interest earnings thereon and subject to such other adjustments as are appropriate to provide sufficient funds to pay interest due on the Bonds on or before __________________); (iii) all funds remaining in the Project Account after completion of the Project and payment of the costs thereof; (iv) all investment earnings on funds held in the Special Limited Tax Bond Fund; and (v) any and all other moneys which are properly available and are appropriated by the governing body of the Authority to the Special Limited Tax Bond Fund. The Special Limited Tax Bond Fund shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obligation bonds of the Authority hereafter issued by the Authority and made payable from said account as provided by law. 16.Special Benefits Tax. The Authority hereby covenants and agrees: (a)to levy for collection in each year in which principal of or interest on the Bonds is due and payable, its special benefits tax in an amount sufficient to pay not less than 105% of: (i) principal of and interest on the Bonds due in such year; and (ii) the amount of its special benefits tax pledged to any Parity Debt (as described below); and (b)to submit to the City of Hastings, Minnesota (the "City") in each year during which the Bonds are outstanding a budget in accordance with the requirements of Minnesota Statutes, Section 469.033, Subd. 6, and to take other actions necessary to levy its special benefits tax in accordance with (a) above. Upon receipt of each of the first half and the second half of its special benefits tax in each year, the Authority shall deposit in the Special Limited Tax Bond Fund an amount sufficient to pay debt service due and payable on the Bonds on the next interest payment date. 17.Parity Debt. The Authority may pledge its special benefits tax to other bonds or debt obligations on a parity with the pledge made hereunder, provided however, that the Authority shall not make any such pledge unless, at the time such pledge is initially made, the maximum special benefits which the Authority is authorized to levy in the then current calendar year is at least one hundred thirty percent (130%) of the total amount of its special benefits tax pledged to the Bonds and all parity debt (including that relating to the parity debt then being issued) in such year and each subsequent year during which the Bonds are outstanding. 18.Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The Authority may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The Authority may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The Authority may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. 19.Taxable Status of the Bonds. The Authority does not qualify the Bonds as tax- exempt under the Internal Revenue Code of 1986, as amended. It is hereby determined that the Bonds are to be issued as fully taxable obligations, and all interest received on the Bonds is to be included in the gross income of the Holder of any Bond for federal income taxation purposes and, to the same extent, in both gross income and taxable net income for state income taxation purposes. 20.Certificate of Registration. The Executive Director is hereby directed to file a certified copy of this resolution with the County Auditor of Dakota County and Washington County, Minnesota, together with such other information as the County Auditor shall require, and to obtain from each County Auditor a certificate that the Bonds have been entered in the County Auditor’s Bond Register. 21.Records and Certificates. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the Authority relating to the Bonds and to the financial condition and affairs of the Authority, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. 22.Official Statement. The Official Statement relating to the Bonds, prepared and delivered on behalf of the Authority, is hereby approved with such a final addendum, and the officers of the Authority are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. 23.Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 24.Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. The motion for the adoption of the foregoing resolution was duly seconded by member _______________ and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon the resolution was declared duly passed and adopted. STATE OF MINNESOTA COUNTIES OF DAKOTA AND WASHINGTON HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY I, the undersigned, being the duly qualified and acting Executive Director of the Hastings Economic Development and Redevelopment Authority of the City of Hastings, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the Board of Commissioners, duly called and held on the date therein indicated, insofar as such minutes relate to providing for the issuance and sale of $2,855,000 Taxable Limited Tax Obligation Bonds, Series 2010A. WITNESS my hand on November 9, 2010. _______________________________________ John Hinzman, Executive Director AMENDMENT TO PROMISSORY NOTE th This Amendment to Promissory Note is made as of the 9day of November, 2010, and amends that certain Promissory Note (the “Note”) originally dated as of June 21, 2005, executed and delivered by Gardner House, LLC, a Minnesota limited liability company (“Gardner House”) to the Housing and Redevelopment Authority In and For the City of Hastings, Minnesota (the “Authority”), which note has been assigned by the Authority to the Hastings Economic Development and Redevelopment Authority (“HEDRA”). Gardner House and HEDRA agree that the Note is hereby amended in the following respects: 1.As of the date hereof the outstanding debt evidenced by the Note is $40,422.10consisting of $32,907.97in principal amount and $7,514.13 in accrued interest. 2.Effective as of June 21, 2010, and continuing until the entire principal amount of the Note and all accrued interest have been paid in full, interest on the unpaid principal amount of the Note shall accrue at the rate of seven percent (7%) per annum. 3.The payment schedule attached to the Note is hereby replaced by the payment schedule attached to this Amendment. 4.Except as specifically amended herein, all other terms of the Note shall remain in full force and effect. IN WITNESS WHEREOF , HEDRA and Gardner Househave executed this Amendment as of the date first written above. HASTINGS ECONOMIC DEVELOPMENT ANDREDEVELOPMENTAUTHORITY By: _______________________ Kurt Keena, President GARDNER HOUSE,LLC By: _____________________ Its: _______________ AMENDED PAYMENT SCHEDULE