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CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer ofthe City ofBillings (the "City"), hereby certify that the attached resolution is a true copy ofResolution No.08-18761 ..RESOLUTION RELATING TO $1O,2OO,OOO HIGHER EDUCATION REVENUE NOTE MOUNTAIN COLLEGE PROJECT), SERIES 2OO4; APPROVING AN AGREEMENT FOR PAYI\ REIMBURSEMENT BETWEEN ROCKY MOUNTAIN COLLEGE AND FIRST INTERSTATE B "Resolution"), on file in the original records of the City in my legal custody; that the Resolution adopted by the City Council of the City at a meeting on October 14, 2008, and that the meeting was du the City Council and was attended throughout by a quorum, pursuant to call and notice of such meetin required by law; and that the Resolution has not as ofthe date hereofbeen amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the Council Members voted in favor thereof: Ronquillo. Gaghen. Pitman, Stevens, Veis. Ruegamer Ulledalen. Astle. and Clark; voted against the same: none ; abstained from votinp ; or were absent: WITNESS my hand and seal officially this l4fh day of October, 2008 0t An-ar.n ) City Clerk [.Þi t ---PAGE BREAK--- RESOLUTION NO. 08-1 8760 RESOLUTION RELATING TO $1O,2OO,OOO HIGHER EDUCATION REVENUE NOTE MOI-INTAIN COLLEGE PROJECT), SERIES 2004; APPROVING AN AGREEMEì PAYMENT OR REIMBURSEMENT BETWEEN ROCKY MOUNTAIN COLLEGE ANI INTERSTATE BANK BE lT RESOLVED by the City Council (the "Council") of the City of Billings, Mor "City"), as follows: Section 1. Recitalsl Authorizations; Requests. 1.01. The City previously issued its Higher Education Revenue Note (Rocky Mountain College Series 2004 in the original aggregate principal amount of $10,200,000 (the "Series 2004 Note") pt Resolution No. 03-18010 approved by this Council on November 24,2003 and a Loan Agreement di February 15,2004 (the "Loan Agreement") between the City and Rocky Mountain College (the "Collegt 1.02. First Interstate Bank, Billings, Montana (the "Bank") was the original purchaser and is tt holder of the Note as therein defined (the "Holder"). 1.03. The City, pursuant to an Assignment of Loan Agreement dated February 15,2004, has assr transferred certain rights under the Loan Agreement to the Holder, including without limitation the right Repayments (as dehned in the Loan Agreement). 1.04. Under its terms, the interest payable on the Note is subject to adjustment each Rate Ar Date (as defìned in the Note), the first of which is September 1, 2009 (the "First Rate Adjustment Date") 1.05. Under the terms of the Loan Agreement, the College is required at all times to mr Repal.rnents in an amount equal to the interest and principal due and payable on the Note. 1 .06. At the request of the College, the Bank is discussing a swap transaction with The North Company ("Northem Trust"), under which the Bank would establish the rate to become effective on Rate Adjustment Date in accordance with a Master Agreement to be entered into by and between North and the Bank (together with all schedules, exhibits, amendments and modifications thereto, the Agreement"). 1.07. On the First Rate Adjustment Date, Northern Trust would settle the swap by either payi Bank or receiving frorn the Bank a differential based on curent rates as of the First Rate Adjustment Da 1.08. If the Future Swap Rate is higher than the Current Swap Rate, then Northem Trust would swap by paying the differential to the Bank; conversely, if the Future Swap Rate is lower than the Cun Rate, then the Bank would settle the swap by palng the differential to Northern Trust. 1.09. The Bank is willing to execute the Master Agreernent in order to potentially minimize tht the interest raie adjushnent to the Note on the First Rate Adjustment Date, as well as the effecr adustment to the Loan Repayments under the Loan Agreement, subject to the terms and conditi< agreement to be entered info between the College and the Bank with respect to the payments t