Document Missoula_doc_b903160f4e

CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer of the City of Missoula, Montana (the “City”), hereby certify that the attached resolution is a true copy of Resolution No. 7498 entitled: “FOURTH AMENDED AND RESTATED RESOLUTION RELATING TO URBAN RENEWAL DISTRICT II; AUTHORIZING THE ISSUANCE OF A THIRD RESTATED TAX INCREMENT URBAN RENEWAL REVENUE NOTE, SERIES 2006 (URBAN RENEWAL DISTRICT II - MILL SITE PROJECT), AS SECURITY FOR A LOAN MADE UNDER THE RLF LOAN AGREEMENT, APPROVING ADDITIONAL AMENDMENTS TO THE RLF LOAN AGREEMENT AND APPROVING AN AMENDED AND RESTATED RLF LOAN AGREEMENT” (the “Resolution”), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Council of the City of Missoula at a regular meeting on December 14, 2009, and that the meeting was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following Council members voted in favor thereof: Childers, Haines, Hellegaard, Hendrickson, Jaffe, Marler, Mitchell, Rye, Strohmaier, Walzer, Wiener and Wilkins; voted against the same: none; abstained from voting thereon: none; or were absent: none. WITNESS my hand and seal officially this 14th day of December, 2009. (SEAL) Martha L. Rehbein Martha L. Rehbein City Clerk ---PAGE BREAK--- i TABLE OF CONTENTS SECTION 1. DEFINITIONS, AUTHORIZATIONS AND FINDINGS 3 1.01. Definitions 3 1.02. Authorization 5 1.03. Prior City Actions 6 1.04. The Project 6 1.05. Estimated Costs of Project 6 1.06. Authorization and Sale of Note 6 1.07. Estimate of Tax Increment 6 1.08. Findings and Determinations 6 SECTION 2. THE NOTE 7 2.01. Date, Maturity, Interest and Form 7 2.02. 8 2.03. Mandatory Redemption of Portion of the Note 8 2.04. Redemption 8 2.05. Assignment and Exchange 8 2.06. Execution and Delivery 9 2.07. Transcript Certification 9 SECTION 3. SECURITY FOR THE NOTE 9 3.01. Tax Increment Pledged and Appropriated 9 3.02. Issuance of Bonds; Subordination of Note 9 SECTION 4. OTHER COVENANTS OF CITY 10 4.01. Punctual Payment 10 4.02. Against Encumbrances 10 4.03. Books and Accounts; Financial Statements 10 4.04. Disposition of Land 10 4.05. Further Assurances 10 4.06. Amendment of Plan or Ordinance 10 4.07. Adjustment of Tax Incremental Base 11 4.08. Pledge of Replacement Revenues 11 SECTION 5. SUPPLEMENTAL RESOLUTIONS 11 SECTION 6. DEFEASANCE 11 6.01. General 11 6.02. Maturity 11 6.03. Redemption 11 6.04. Registrar as Officer of the City 11 SECTION 7. LIMITED LIABILITY OF CITY; TERMINATION OF THE CITY’S OBLIGATION ON THE NOTE 11 SECTION 8. EFFECTIVE DATE 12 Exhibit A – Legal Description of Land Exhibit B – Form of Note ---PAGE BREAK--- RESOLUTION NUMBER 7498 FOURTH AMENDED AND RESTATED RESOLUTION RELATING TO URBAN RENEWAL DISTRICT II; AUTHORIZING THE ISSUANCE OF A THIRD RESTATED TAX INCREMENT URBAN RENEWAL REVENUE NOTE, SERIES 2006 (URBAN RENEWAL DISTRICT II - MILL SITE PROJECT), AS SECURITY FOR A LOAN MADE UNDER THE RLF LOAN AGREEMENT, APPROVING ADDITIONAL AMENDMENTS TO THE RLF LOAN AGREEMENT AND APPROVING AN AMENDED AND RESTATED RLF LOAN AGREEMENT WHEREAS, the City Council (the “Council”) of the City of Missoula (the “City”), pursuant to Ordinance No. 2803 (the “Ordinance”) adopted on December 16, 1991, created its Urban Renewal District II (the “Urban Renewal District”) and adopted an urban renewal plan for the Urban Renewal District which Plan has been amended by Resolution No. 6533 and Ordinance No. 3215 adopted on July 22, 2002, (as hereinafter defined, the “Plan”), and contains a tax increment financing provision all as set forth in the Ordinance in accordance with Montana Code Annotated, Title 7, Chapter 15, Parts 42 and 43, as amended (“the Act”); and WHEREAS, pursuant to prior resolutions, the Council has determined that the property described on Exhibit A hereto (which is hereby incorporated herein and made a part hereof) and commonly known as the Champion Mill Site Property (the “Land”) is blighted within the meaning of the Act, and the Land has been annexed to the City and included within the Urban Renewal District; and WHEREAS, the Millsite Revitalization Project, LLC, a Montana limited liability company (as hereinafter defined, the “Company”), has presented to the MRA and the City its Mill Site Revitalization Plan, which consists of site development and making available for sale and development the Land for mixed-use development, consisting of at least 350 residential units, office and retail space, and 14 acres of parkland and trail systems (the “Development Project”), and has requested that the City issue its Tax Increment Urban Renewal Revenue Bonds (as hereinafter defined, the “Bonds”) in amounts ranging from $12,000,000 to $16,000,000 to finance all or a portion of the costs of the Development Project other than the cost of the acquisition of the Land, but including acquisition of the existing leasehold interests in the Land; such Bonds to be payable from the increment to be derived from the Land as improved by the Development Project, with such additional security to be provided by the Company as may be required in order to make the Bonds marketable; and WHEREAS, pursuant to Resolution No. 6978, adopted on October 3, 2005, this Council, upon the recommendation of the Missoula Redevelopment Agency (the “MRA”) and following a public hearing, approved certain remediation and demolition activities on the Land as an Urban Renewal Project and authorized the use of tax increment financing to pay or secure the costs thereof; and authorized the issuance of up to $1,000,000 in principal amount of Tax Increment Urban Renewal Bonds (Urban Renewal District II) payable over a term not to exceed 25 years, to be used to pay a portion of the costs of the remediation and demolition, payable from the tax increment generated from the Urban Renewal District, excluding certain property therein including the Land (the “Additional Bonds”); and authorized the pledge of the tax increment generated from the Land to the repayment of a Loan to be obtained from the City’s Brownfields Program in the amount of $1,000,000 to finance the costs of remediation; and WHEREAS, the Company has requested that the City, rather than issue the $1,000,000 of Additional Bonds for demolition activities on the Land, issue Additional Bonds to pay the costs of acquiring the Leasehold and related costs; and WHEREAS, the MRA has determined that it is in the best interests of the City and the District and that it will recommend to the City Council that Urban Renewal District II tax increment bonds payable from the tax increment derived in Urban Renewal District II, excluding the Land and the property known as the Intermountain Property and the Safeway Property (the “Excluded Property”) be issued to pay costs of the acquisition of the Leasehold Option (the “Leasehold”); and ---PAGE BREAK--- 2 WHEREAS, MRP has agreed that it will be responsible for the payment of the principal of and interest on the Company’s share of the Additional Bonds; and WHEREAS, the RLF Loan is to be payable from the Tax Increment as hereinafter defined, secured by the Tax Increment Revenue Note authorized to be issued pursuant to this resolution; and WHEREAS the Lender and the City have agreed that the Company’s share of the Additional Bonds may be payable from the Tax Increment on a subordinate basis as provided in this resolution; and WHEREAS, it is proposed that the Company, the MRA on behalf of the City and the Missoula Area Economic Development Corporation (the “Lender”) enter into a Missoula Brownfields Cleanup Revolving Loan Fund Loan Agreement (as hereinafter defined, the “RLF Loan Agreement”), pursuant to which the Lender is to lend to the MRA and the Company $1,000,000 (as hereinafter defined, the “RLF Loan”) to finance costs of the environmental remediation of the Land (the “Project”); and WHEREAS, the Company has agreed that it will pay up to $200,000 for costs of the Project, if the actual costs of the Project exceed the $1,000,000 available from the RLF Loan; and WHEREAS, the Council adopted Resolution No. 7047, Resolution Relating to Urban Renewal District II; Authorizing the Issuance of a Tax Increment Urban Renewal Revenue Note, Series 2006 (Urban Renewal District II – Mill Site Project), as Security for a Loan Made Under the RLF Loan Agreement on April 3, 2006 (the “Original Note Resolution”); and WHEREAS, the Council adopted Resolution No. 7089, the Amended and Restated Resolution Relating to Urban Renewal District II; Authorizing the Issuance of a Tax Increment Urban Renewal Revenue Note, Series 2006 (Urban Renewal District II – Mill Site Project), as Security for a Loan Made Under the RLF loan agreement on June 12, 2006 to reflect the agreement of the Company, the Lender, and MRA to change certain terms of the RLF Loan Agreement and to amend the Original Note Resolution to reflect and approve the change in terms (the “Amended and Restated Note Resolution”); and WHEREAS, the Council adopted Resolution No. 7275 on August 27, 2007 to approve the Second Amendment to the RLF Loan Agreement to reflect an increase of the Note to $1,125,000, and approving modification of other provisions of the Amended and Restated Note Resolution to conform to the Second Amendment to the RLF Loan Agreement (the “Second Amended and Restated Note Resolution”); and WHEREAS, the Council adopted Resolution No. 7385 on December 22, 2008 to approve the Third Amendment to the RLF Loan Agreement and approving modification of other provisions of the Second Amended and Restated Note Resolution to conform to the Third Amendment to the RLF Loan Agreement (the “Third Amended and Restated Note Resolution”); and WHEREAS, the Company has represented that the Project Costs substantially exceed the earlier estimates; and WHEREAS, $400,000 of additional Brownfield loan funds have become available to the Lender; and the Company, the Lender, and the MRA desire to make such amounts available to the Company for the Project; and WHEREAS, the parties desire to increase the amount of the Loan to the Company by that amount and have it secured by the Tax Increment under the terms of the RLF Loan Agreement as amended by that amount and recommended that the parties approve and execute the Fourth Amendment to the RLF Loan Agreement to increase the amount of the Loan; and WHEREAS, it is necessary and desirable that the Council adopt this Resolution to authorize the execution and delivery of the Third Restated Tax Increment Urban Renewal Note, Series 2006 in the amount of $1,525,000 and to approve a Restated and Amended RLF Loan Agreement. ---PAGE BREAK--- 3 BE IT RESOLVED by the City Council of the City of Missoula, Montana, as follows: Section 1. Definitions, Authorizations and Findings. 1.01. Definitions. The terms defined in this Section 1.01 shall for all purposes of this Resolution have the meanings herein specified, unless the context clearly otherwise requires: A. “Resolution” means this Resolution No. 7498, approved on December 14, 2009, which amends, restates, and supercedes Resolution No. 7047 approved on April 3, 2006, Resolution No. 7080 approved on June 12, 2006, Resolution No. 7275 approved on August 27, 2007, and Resolution No. 7385 approved on December 22, 2008, as it may from time to time be amended or supplemented pursuant to the applicable provisions hereof. B. All references in this Resolution No. 7498 to designated sections and other subdivisions are to the designated sections and other subdivisions of this Resolution No. 7498 as originally adopted. C. The words “herein,” “hereof” and “hereunder” and other words of similar import without reference to any particular section or subdivision refer to this Resolution as a whole and not to any particular section or other subdivision unless the context clearly indicates otherwise. D. The terms defined in this Section include the plural as well as the singular. E. “Or” is not intended to be exclusive, but is intended to contemplate or encompass one or more or all of the terms or alternatives conjoined. F. In the event of any conflict between the provisions of this Resolution and the RLF Loan Agreement as to the obligations or liability of the City in respect of the RLF Loan, the provisions of this Resolution shall govern. Act shall mean the Urban Renewal Law, Montana Code Annotated, Title 7, Chapter 15, Parts 42 and 43, as amended or supplemented. Additional Bonds shall mean the Tax Increment Urban Renewal Bonds (Urban Renewal District II) in the principal amount to be determined by the City, payable over a term not to exceed 25 years, to be used to pay the costs of the acquisition of the leasehold interest in the Land, which are to be payable from the tax increment generated from Urban Renewal District II, excluding certain property therein and excluding the Tax Increment. Base Taxable Value shall mean the Actual Taxable Value of the Taxable Property as of January 1, 2005, as such value is adjusted as part of the “base taxable value” of the Urban Renewal District from time to time in accordance with the Act and this Resolution. Bond Counsel shall mean any firm of nationally recognized bond counsel experienced in matters relating to tax-exempt financing, selected by the City. Bonds shall mean Tax Increment Urban Renewal Revenue Bonds (Urban Renewal District II - Mill Site Project), issuable in one or more series, payable over a term not to exceed 25 years, to be used to pay costs of the Development Project or to refund the Note or any part thereof as provided in Section 3.02, which are to be payable from and secured by the Tax Increment, or any bonds thereafter issued to refund such Bonds in whole or in part. Business Day shall mean, with respect to the Note of any series, any day other than a Saturday, Sunday or legal holiday in the State. City shall mean the City of Missoula, Montana, or its successors. ---PAGE BREAK--- 4 City Resolution shall mean a resolution, ordinance or other appropriate enactment by the Council certified by the City Clerk to have been duly adopted and to be in full force and effect. Company shall mean Millsite Revitalization Project, LLC, a Montana limited liability company, or any permitted successor under the RLF Loan Agreement. Council shall mean the City Council of the City or any successor governing body thereof. Development Project shall have the meaning given it in the third Recital hereto. Fiscal Year shall mean the period commencing on the first day of July of any year and ending on the last day of June of the next calendar year, or any other twelve-month period authorized by law and specified by the Council as the City’s fiscal year. Incremental Taxable Value shall mean the amount, if any, by which the Actual Taxable Value of all Taxable Property, as of the date of reference, exceeds the Base Taxable Value. Independent shall mean, when used with respect to any specified Person, such a Person who is in fact independent; (ii) does not have any direct financial interest or any material indirect financial interest in the City, other than the payment to be received under a contract for services to be performed by such Person; and (iii) is not connected with the City as an officer, employee, promoter, trustee, partner, director, underwriter or person performing similar functions. Whenever it is herein provided that any Independent Person’s opinion or certificate shall be furnished, such Person shall be appointed by the City and such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof. Interest Payment Date shall mean the stated maturity of an installment of interest on the Note. Land shall mean the real estate and interests in real estate located within the Urban Renewal District and described in Exhibit A to this Resolution (which is hereby incorporated herein and made a part of this Resolution). Lender shall mean the Missoula Area Economic Development Corporation, or any successor to its interest under the RLF Loan Agreement. Note shall mean the City’s Third Restated Tax Increment Urban Renewal Revenue Note, Series 2006 (Urban Renewal District II - Mill Site Project), issued in the principal amount of $1,525,000 pursuant to this Resolution. Note Register shall mean the register maintained for the purpose of registering the ownership, transfer and exchange of the Note. Note Registrar shall mean the Person appointed by the City to maintain the Note Register. The initial Note Registrar shall be the Finance Director/Treasurer of the City. Opinion of Counsel shall mean a written opinion of counsel, who may (except as otherwise expressly provided in this Resolution) be counsel for the City. Ordinance shall mean by Ordinance No. 2803, adopted by the Council on December 16, 1991, as amended by Resolution No. 6533 and Ordinance No. 3215, adopted by the Council on July 22, 2002, as amended by Resolution No. 6972, adopted by the Council on September 12, 2005, by Resolution No. 6978, adopted by the Council on October 3, 2005, by Resolution No. 6994, adopted by the Council on November 28, 2005, and by Ordinance No. 3308 and Ordinance No. 3309, adopted by the Council on December 12, 2005, as such may be further amended or supplemented in accordance with this Resolution. ---PAGE BREAK--- 5 Owner shall mean, with respect to the Note, the Person in whose name the Note is registered in the Note Register. Person shall mean any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. Plan shall mean the City of Missoula Urban Renewal District II Plan adopted by the Council on December 16, 1991, as amended on July 22, 2002, on September 12, 2005, on October 3, 2005, on November 28, 2005, and on December 12, 2005, including all further amendments thereof. Project shall mean the urban renewal project undertaken under the Act described in Section 1.04. RLF Loan shall mean the loan in the principal amount of $1,525,000 made under the RLF Loan Agreement to the MRA and the Company to finance costs of the Project. RLF Loan Agreement shall mean the Amended and Restated Loan Agreement dated as of December 1, 2009 which was originally entered into as of August 10, 2006, and amended pursuant to the First Amendment to Loan Agreement dated as of January 25, 2007, the Second Amendment to the RLF Loan Agreement dated as of August 20, 2007, and the Third Amendment to the RLF Loan Agreement dated as of December 22, 2008, between the MRA, acting on behalf of the City, the Company and the Lender, as amended or supplemented from time to time in accordance with its terms and the terms of this Resolution. State shall mean the State of Montana. Taxable Property shall mean the Land and all real and personal property constructed, located or installed on the Land that is subject to ad valorem taxation through the levying of Taxes. Taxes shall mean all taxes levied on an ad valorem basis by a Taxing Body against taxable real and personal property located within the Urban Renewal District (exclusive of the state-wide six mill levy for education purposes) and shall include all payments in lieu of taxes received by the City with respect to property within the Urban Renewal District. Tax Increment shall mean the amount received by the City pursuant to the Act, the Ordinance, and the Plan from the extension of levies of Taxes (expressed in mills), against the Incremental Taxable Value of the Taxable Property, and shall include all payments in lieu of Taxes or beneficial use taxes attributable to the Incremental Taxable Value and all payments received by the City designated as replacement revenues for lost Tax Increment, as provided in Section 4.08. Taxing Body shall mean the City; the County of Missoula, Montana; High School District No. 1, Missoula County, Montana; Elementary School District No. 1, Missoula County, Montana; Elementary School District No. 2, Missoula County, Montana; the State; and any other political subdivision or governmental unit which may hereafter levy Taxes against property within the Urban Renewal District. Urban Renewal District shall mean the City of Missoula Urban Renewal District II, created and established pursuant to the Act and the Ordinance, as such area may be enlarged or reduced in accordance with the Act and this Resolution. 1.02. Authorization. Under the provisions of the Act, the City is authorized to create an Urban Renewal District, prepare and adopt an urban renewal plan therefor and amendments thereto, undertake urban renewal projects therein, provide for the segregation and collection of tax increment with respect to taxes collected in such areas, issue its bonds or notes to pay the costs of such projects and to refund bonds or notes previously issued under the Act and pledge to the repayment of such bonds or notes the tax increment and other revenues derived from projects undertaken within the Urban Renewal District. ---PAGE BREAK--- 6 1.03. Prior City Actions. Pursuant to the Act, the City has determined that the Land is located in the Urban Renewal District and constitutes “blighted property” within the meaning of the Act, and that the rehabilitation, redevelopment or a combination thereof is necessary for the public health, safety, morals or welfare of the residents of the City, and the Council has adopted the Plan which provides for the segregation and collection of tax increment with respect to the Urban Renewal District. The Urban Renewal District and the Plan providing for the segregation and collection of the tax increment, including the Tax Increment, have been duly and validly created and adopted in strict accordance with applicable provisions of the Act and are in full force and effect. 1.04. The Project. Pursuant to the Act, the City has designated and approved certain environmental remediation activities in respect of the Land as an urban renewal project and has given notice and conducted public hearings with respect thereto. The Project consists of the environmental remediation of the Property in accordance with one or more Voluntary Cleanup Plans (“VCP”) that MRP has submitted or will submit to the Montana Department of Environmental Quality (“MDEQ”) and/or an order entered into with MDEQ relating to manganese in groundwater (“Cleanup Order”) (collectively, the “Project”). 1.05. Estimated Costs of Project. The total cost of the Project, including costs incidental to the issuance and sale of the Note, is estimated as follows: Environmental Remediation (Paid to Date) $2,324,144. Woodchip Removal, Backfill and Methane 1,675,856. Legal and Insurance (Liability and Environmental Professional) $400,000. Contingency $200,000. Total $4,600,000. The Company has agreed to pay costs of the Project in excess of the amount of the Note proceeds available therefor up to $200,000. 1.06. Authorization and Sale of Note. This Council hereby finds, determines and declares that it is in the best interests of the City that the City issue the Note, as authorized by Section 7-15-4301(1)(b) of the Act and this Resolution, in order to pay a portion of the costs of the Project, and for the City to sell by negotiated sale to the Lender, pursuant to Montana Code Annotated, Section 7-15-4322(2)(a), to provide for the payment and security of the RLF Loan. 1.07. Estimate of Tax Increment. It is estimated that the Tax Increment to be received in each of the Fiscal Years the Note will be outstanding will be at least sufficient to pay the Principal and Interest Requirements on the Note, as set forth herein, in such Fiscal Years. The Tax Increment so estimated is based on: an estimated increase in value of the Land of approximately $9,000,000 as a result of the Project, as determined by an appraisal, dated November 15, 2005, of Gary Nelson of Stevens & Co., of Missoula, Montana; the current applicable rules of the Department of Revenue regarding the taxable value of property; and the mill levies of all Taxing Bodies remaining fairly consistent over the term of the Note. Interest only on the Note shall be payable on each January 1 and July 1, commencing January 1, 2008 and continuing thereafter, subject to the provisions set forth in Section 2.01. Tax Increment in excess of the amount required to pay interest shall be applied to the reduction of principal. The maximum annual debt service on the Note, assuming the full amortization of $1,525,000 at a rate of 1.5% per annum over a period of 23 years is $82,623.50. No other bonds, notes or indebtedness are outstanding that are payable from or secured by the Tax Increment. The RLF Loan is also secured under the RLF Loan Agreement by certain obligations and agreements of the Company as further provided therein. The City has no obligation or liability in respect of the RLF Loan or the RLF Loan Agreement apart from the Note. 1.08. Findings and Determinations. It is hereby found, determined and declared by this Council as follows: ---PAGE BREAK--- 7 the conditions precedent to the issuance of the Note under the Act and this Resolution have or shall be met prior to the issuance of the Note; the estimated Tax Increment to be received by the City, as set forth in Section 1.07, and pledged to the payment of the Note will be sufficient to pay the principal thereof and interest thereon when due; and it is in the best interests of the City to issue and sell the Note to provide funds to pay a portion of the costs of the Project as provided in this Resolution. the Urban Renewal District conforms to the comprehensive plan of the City; the undertaking of the Project is consistent with and will promote the objectives and policies of the Urban Renewal District; the findings and determinations made by the Council in the Ordinance are hereby ratified and confirmed; the Project will afford maximum opportunity, consistent with the sound needs of the City as a whole, for the development of the Urban Renewal District by private enterprise; the issuance of the Note and the Additional Bonds will provide a sound and adequate financial program for financing the Project; and it is in the best interests of the City for the City to secure the RLF Loan Agreement with the Note and its covenants and agreements contained in this Resolution. Section 2. The Note. 2.01. Date, Maturity, Interest and Form. The Note to be issued hereunder, in the principal amount of $1,525,000, shall be denominated the “Third Restated Tax Increment Urban Renewal Revenue Note, Series 2006 (Urban Renewal District II - Mill Site Project),” shall be in the maximum principal amount of $1,525,000, shall be one in number, and shall be dated as of its original date of delivery. Principal of the Note shall bear interest at the rate of one and one-half percent (1.50%) per annum from the date of disbursement thereof. Interest only shall be payable on the Note on each January 1 and July 1, commencing January 1, 2008 and thereafter, except as may be provided herein. Any Tax Increment remaining after the payment of interest on the Note shall be applied to the reduction of principal of the Note. Interest shall be computed on the basis of a 365-day year based on the actual number of days elapsed. If the Bonds are issued in a principal amount greater than $1,000,000, the principal of $200,000, plus any accrued and unpaid interest on the Note shall be payable on the day of closing of the Bonds. Interest only on the remaining principal amount of the Note shall be paid on each January 1 and July 1 (the “Payment Date”) commencing the first Payment Date after the closing on the Bonds and through the sixteenth anniversary of the Note on a parity with the Bonds. The remaining principal of and interest on the Note shall be payable in equal semiannual installments commencing January 1 of the year first occurring after the sixteenth anniversary of the Note (the “Beginning Amortization Date”) in the amount necessary to assure that the principal of and interest on the Note is paid no later than the 25th year of the Note. The payment of the principal and interest on the Note from the Beginning Amortization Date shall be payable on a parity with payment of the principal and interest of the Bonds. The final payment will be in such lesser or greater amount as is necessary to pay the balance of principal and interest then remaining due. Such installment payments shall be made to the registered holder of the Note on each payment date, at its address as it appears on the Note Register on the date ---PAGE BREAK--- 8 such principal and interest are payable, or as otherwise provided in Section 2.02, in lawful money of the United States of America. If the Bonds have not been issued by the earlier of: the expiration or termination of the option to purchase the Millsite Property; or (ii) the date by which the Company, Lender, and the City have determined that the Project will not proceed (the “End Date”), the principal of and interest on the Note shall be payable semiannually on a Payment Date from available Tax Increment until paid, commencing the first Payment Date after the End Date. Interest only on the outstanding principal of the Note shall be payable on each January 1 and July 1 to the last Payment Date prior to the End Date. The maturity of the Note shall not be subject to acceleration by reason of any default or event of default occurring under the RLF Loan Agreement and notwithstanding any acceleration of the maturity of the RLF Loan. The Note shall be in substantially the form set forth in Exhibit B hereto (which is hereby incorporated herein and made a part hereof), with such appropriate variations, omissions and insertions as are permitted or required by this Resolution. 2.02. Registration. The Note shall be fully registered as to both principal and interest and shall be initially registered in the name of and payable to the Lender. While held by the Lender, the address of the registered holder shall be 1121 East Broadway, Suite 100, Missoula, Montana 59802, or such other address as the Lender may designate in writing and delivered to the Note Registrar, and principal of and interest on the Note shall be payable to the Lender at 1121 East Broadway, Suite 100, Missoula, Montana 59802, or such other place as may be designated by the Lender in writing and delivered to the Note Registrar. The Finance Director/Treasurer and his successors in office shall act as Note Registrar and as such shall establish and maintain the Note Register for the purpose of recording the names and addresses of the registered holder or assigns of the Note, and the date of registration. The City reserves the right to appoint a successor Note Registrar which may be a financial institution. The City shall pay all fees and charges of the Note Registrar for such services. 2.03. Mandatory Redemption of Portion of the Note. Proceeds of the Bonds in the amount of $200,000 shall be used to prepay principal installments of the Note in like principal amount. The Finance Director/Treasurer upon receipt of proceeds of the Bonds shall enter into the Note Register the date of the prepayment and shall pay the $200,000 to the Registered Owner of the Note. 2.04. Redemption. The City shall have the right on any date to redeem installments of principal of the Note, in whole or in part, and if in part, in multiples of $1,000, at a price equal to the principal amount to be redeemed plus accrued interest without penalty or premium. All such prepayments shall be applied to installments of principal in inverse order of their maturity dates. The Finance Director/Treasurer shall, at least 30 days prior to the designated redemption date, cause notice of the redemption to be mailed to the registered holder of the Note at its address as it appears in the Note Register. The Note Registrar shall enter in the Note Register the amount and date of each prepayment. Subject to Section 3, the City shall apply all Tax Increment it receives in excess of the amount of principal and interest then due on the Note to the prepayment of the Note. 2.05. Assignment and Exchange. The Note shall be transferable by the registered owner or its attorney duly authorized in writing upon presentation thereof to the Note Registrar together with a written instrument of transfer satisfactory to the Note Registrar and duly executed by the registered owner or its attorney. The following form of assignment shall be sufficient for the purpose: For value received hereby sells, assigns and transfers unto the within Note of the City of Missoula, Montana, and does hereby irrevocably constitute and appoint Attorney, to transfer said Note on the books of said City with full power of substitution in the premises. ---PAGE BREAK--- 9 Dated: Registered Owner Such transfer shall also be noted on the Note and in the Note Register. Upon request of the registered owner or transferee, and upon surrender of the Note, the City shall execute and deliver, and the Note Registrar shall authenticate, one or more Notes, in aggregate principal amount (and, if more than one Note is to be issued, in denominations that are multiples of $1,000, to the extent practicable) equal to the principal amount of the Note that then remains unpaid, and maturing at the same time or times as the then unpaid principal installments of the Note, and the Note shall be cancelled by the Note Registrar. No service charge shall be made for such transfer or exchange, but the City may require payment of a sum sufficient to cover any tax, fee or governmental charge or other expense incurred by the City with respect to such exchange. In the event of a request for the issuance of more than one new Note upon any such exchange, the Council shall, by resolution, make such provisions relative to the form of such Notes as shall be deemed necessary or desirable to ensure that the terms of and the security for the indebtedness represented by the Note shall not be varied in any material respect by reason of such exchange. 2.06. Execution and Delivery. The Note shall be forthwith prepared for execution under the direction of the City Clerk, at the expense of the City, and shall be executed on behalf of the City by the signatures of the Mayor, the City Clerk and the Finance Director/Treasurer; provided that said signatures may be printed, engraved or lithographed facsimiles thereof. The seal of the City need not be imprinted on or affixed to the Note. In case any officer whose signature or a facsimile of whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has been executed, the Finance Director/Treasurer shall cause it to be dated as of the date of delivery and delivered to the Lender, as the original purchaser thereof, upon execution and delivery of the RLF Loan Agreement. 2.07. Transcript Certification. The officers of the City are directed to furnish to the Lender and to Bond Counsel certified copies of all proceedings and information in their official records relevant to the authorization, sale and issuance of the Note, and such certificates and affidavits as to other matters appearing in their official records or otherwise known to them as may be reasonably required to evidence the validity and security of the Note, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations and recitals of the City as to the correctness of all facts stated therein and the completion of all proceedings stated therein to have been taken. Section 3. Security for the Note. 3.01. Tax Increment Pledged and Appropriated. The Note shall be secured by a first pledge of and lien on all of the Tax Increment and all Tax Increment is hereby irrevocably pledged and appropriated and shall be applied to the payment or prepayment of the Note; subject, however, to the provisions of Section 3.02 regarding the subordination of the Note to the Bonds. The City shall not issue any obligation or security superior to or on a parity with the Note, payable or secured, in whole or in part, from or by the Tax Increment other than the Bonds pursuant to Section 3.02, until the Note has been paid or discharged as provided herein, without the prior written consent of the Owner of the Note. 3.02. Issuance of Bonds; Subordination of Note. Subject to the provisions of subsection and of this Section 3.02, the City hereby covenants and agrees that if the Development Project (as defined in the Recitals to this Resolution) has been authorized to proceed pursuant to a development agreement to be entered into between the City and the Company and the Development Project has been approved as an urban renewal project by the City pursuant to the Act and if the Company has provided sufficient security to make the Bonds marketable in substance and form reasonably satisfactory to the City, then the City will use its best efforts, subject to then applicable law, to issue the Bonds in a principal ---PAGE BREAK--- 10 amount sufficient, among other purposes, to provide $200,000 to redeem a like principal amount of the Note and will apply such proceeds to the redemption of the $200,000 in principal amount of the Note. If the Bonds are issued pursuant to subsection of this Section 3.02, the payment of interest on the Note shall be payable from and secured by a first pledge and lien on the Tax Increment subject to the payment of the principal and interest on the Note from the Beginning Amortization being payable on a parity with payment of the principal and interest of the Bonds. At the request of the Company and the MRA, the City may authorize the issuance of a series of the Bonds in a principal amount not to exceed $1,000,000 for the for the purpose of reimbursing the Company for eligible project costs as approved by the City on the condition that the Company continue with the Remediation Activities (“Reimbursement Bonds”). The redemption of $200,000 in principal amount of the Note as provided in subsection of this Section 3.02 shall not be required upon the issuance of the Reimbursement Bonds or from the proceeds thereof. Section 4. Other Covenants of City. 4.01. Punctual Payment. The City will punctually pay or cause to be paid the principal and interest to become due in respect to the Note, in strict conformity with the terms of the Note and of this Resolution, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and all Supplemental Resolutions and of the Note. Nothing herein contained shall prevent the City from making advances of its own moneys however derived to any of the uses or purposes referred to herein, nor shall be deemed or constitute a pledge or appropriation of funds or assets of the City other than those expressly pledged or appropriated hereby. 4.02. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Tax Increment superior to or on a parity with the pledge and lien herein created for the benefit of the Note, except as provided in Section 3.02. 4.03. Books and Accounts; Financial Statements. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the Project and the Tax Increment. Such books of record and accounts shall be at all time during business hours subject to the inspection of the Owners of the Note or their representatives authorized in writing. The City will prepare and file with the City Clerk annually, within one hundred eighty (180) days after the close of each Fiscal Year so long as the Note is outstanding, complete financial statements with respect to the preceding Fiscal Year showing the actual taxable value, the base taxable value and the incremental taxable value (each as defined in the Act) of the Taxable Property; the mill rates of all Taxing Bodies; and the Tax Increment, including a breakdown of Tax Increment attributable to current and delinquent property tax collections. 4.04. Disposition of Land. The City will not authorize the disposition of the Land or any part thereof to anyone which will result in such property becoming exempt from taxation because of public ownership or use or otherwise (except property planned for such ownership or use by the Urban Renewal Plan in effect on the date of this Resolution) without the prior written consent of the Owner of the Note. 4.05. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Resolution, and for the better assuring and confirming unto the Owners of the Note of the rights and benefits provided in this Resolution. 4.06. Amendment of Plan or Ordinance. Except to authorize additional Projects, including the Development Project, the City will not amend or modify the Plan or the Ordinance or reduce the size of ---PAGE BREAK--- 11 the Urban Renewal District if an effect thereof will be to materially and adversely affect the security of the Note. 4.07. Adjustment of Tax Incremental Base. The City shall not adjust the tax incremental base of the Urban Renewal District pursuant to Section 7-15-4287 of the Act so long as the Note is outstanding. 4.08. Pledge of Replacement Revenues. In the event the Constitution or laws of the State of Montana are amended to abolish or substantially reduce or eliminate real or personal property taxation and State law then or thereafter provides to the City an alternate or supplemental source or sources of revenue specifically to replace or supplement reduced or eliminated Tax Increment, then the City pledges, and covenants to appropriate annually, subject to the limitations of then applicable law and Section 3.02, to the payment of the Note from such alternate or supplemental revenues an amount that will be sufficient to pay the principal of and interest on the outstanding Note payable in that Fiscal Year. Section 5. Supplemental Resolutions. The City reserves the right to adopt Supplemental Resolutions to this Resolution from time to time and at any time, for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained herein, or of making such provisions with regard to matters or questions arising hereunder as the City may deem necessary or desirable and not inconsistent with this Resolution, and which shall not adversely affect the interests of the Owners of the Note issued hereunder, or for the purpose of adding to the covenants and agreements herein contained, or to the Tax Increment herein pledged, other covenants and agreements thereafter to be observed and additional revenues or income thereafter appropriated to the payment of or security for the Note, or for the purpose of surrendering any right or power herein reserved to or conferred upon the City, or for the purpose of authorizing the creation and issuance of the Bonds, as provided in and subject to the conditions and requirements of Section 3.02. Any such Supplemental Resolution may be adopted by resolution, without the consent of the Owner of the Note. Otherwise, the adoption of any Supplemental Resolution shall require the consent of the Owner of the Note. Section 6. Defeasance. 6.01. General. When the liability of the City on the Note and all interest thereon has been discharged as provided in this section, all pledges, covenants and other rights granted by this Resolution to the Owners of the Note shall cease. 6.02. Maturity. The City may discharge its liability with reference to the principal installments of the Note and interest thereon which are due on any date by depositing with the Note Registrar on or before the date a sum sufficient for the payment thereof in full; or if the Note or interest shall not be paid when due, the City may nevertheless discharge its liability with reference thereto by depositing with the Note Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. 6.03. Redemption. The City may also discharge its liability with reference to any principal installments of the Note which are called for redemption on any date in accordance with their terms, by depositing with the Note Registrar on or before that date an amount equal to the principal and interest which are then due thereon; provided that notice of such redemption has been duly given as provided in this Resolution. 6.04. Registrar as Officer of the City. If the Note Registrar is then an officer of the City, the deposits referenced in Sections 6.01, 6.02 or 6.03 shall not be effective until such officer has remitted payment of the amounts of such deposits to the Owner of the Note. Section 7. Limited Liability of City; Termination of the City’s Obligation on the Note. 7.01. It is provided, and understood and agreed by the Lender and the Holders of the Note, that no covenant, provision or agreement of the City herein or in the Note, the RLF Loan Agreement or any ---PAGE BREAK--- 12 other document executed by the Issuer in connection with the issuance, sale and delivery of the Note or the execution and delivery of the RLF Loan Agreement, or any obligation herein or therein imposed upon the City or breach thereof, shall give rise to a charge against its general credit or general fund or taxing powers or shall obligate the City financially in any way except with respect to the Tax Increment. No failure of the City to comply with any term, condition, covenant or agreement herein or in the RLF Agreement shall subject the City to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from the Tax Increment. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit or general funds of the City. 7.02. If the Tax Increment has not been adequate to fully pay the principal of and interest on the Note by the final stated payment date, the City’s obligation under the Note shall be deemed satisfied and the Holder shall surrender the Note to the City. Section 8. Effective Date. This Resolution shall be in full force and effect from and after its final passage and approval according to law. PASSED AND APPROVED by the City Council of the City of Missoula, Montana, this 14th day of December, 2009. John Engen John Engen Mayor Attest: Martha L. Rehbein Martha L. Rehbein City Clerk ---PAGE BREAK--- A-1 EXHIBIT A LEGAL DESCRIPTION OF THE LAND Lots 1 to 20 in Block 9 of Sunnyside Addition to the City of Missoula, Montana, according to the official map or plat thereof on file and of record in the office of the County Clerk and Recorder of Missoula County, Montana. All of Block 18 of Sunnyside Addition to the City of Missoula, lying West of the right-of-way line of the Northern Pacific Railway Company. Lots 6 to 12 in Block 9 and Lots 6 to 19 in Block 16 of Eddy Addition to the City of Missoula, Montana, according to the official map or plat thereof on file and of record in the office of the County Clerk and Recorder of Missoula County, Montana. All that portion of the S1/2NE1/4NW1/4 of Section 21, T13N, R19W, lying South of the main channel of the Missoula River. The SE1/4NE1/4 of Section 21, T13N, R19W, excepting a certain right-of-way granted to the Chicago, Milwaukee, and St. Paul Railroad, a corporation of Montana, by deed recorded in Volume 37 of Deeds at Page 285, and also a certain grant to the Chicago, Milwaukee, and Puget Sound Railroad, a corporation of Washington, by deed recorded in Volume 56 of Deeds at Page 192, and subject to a certain right-of- way or easement for a water ditch made May 14, 1900, unto Robert Cobban, et al., recorded in Book 21 of Deeds at Page 257. TOGETHER WITH appurtenances. ---PAGE BREAK--- B-1 EXHIBIT B FORM OF THE NOTE UNITED STATES OF AMERICA STATE OF MONTANA COUNTY OF MISSOULA CITY OF MISSOULA THIRD RESTATED TAX INCREMENT URBAN RENEWAL NOTE SERIES 2006 (URBAN RENEWAL DISTRICT II - MILL SITE PROJECT) No. R-1 $1,525,000.00 FOR VALUE RECEIVED, THE CITY OF MISSOULA, MONTANA (the “City”), a duly organized municipal corporation of the State of Montana, acknowledges itself to be specially indebted and hereby promises to pay, solely from the Tax Increment (as hereinafter defined) received by the City, to the Missoula Area Economic Development Corporation (the “Lender”), or registered assigns (the “Holder”), the principal sum of ONE MILLION FIVE HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($1,525,000.00) or such principal amount thereof has been disbursed and to pay interest thereon from the date of such disbursement, solely from the Tax Increment, at one and one-half percent (1.50%) per annum as set forth herein. Interest shall be computed on the basis of a 365-day year based on the actual number of days elapsed. Interest only on the Notes shall be payable on each January 1 and July 1, commencing January 1, 2008, and thereafter, unless otherwise provided herein. Tax Increment revenue available after the payment of interest shall be applied to the reduction of the principal amount of the Note. Principal and interest are payable in any coin or currency of the United States of America which on the respective dates of payment is legal tender for public and private debts. If the Bonds (as defined in the Resolution) are issued, a principal payment of $200,000, plus any accrued and unpaid interest on the Note shall be payable on the day of closing of the Bonds. Interest only on the remaining principal amount of the Note shall be paid on each January 1 and July 1 (each a “Payment Date”) commencing on the first Payment Date after the closing on the Bonds and through the sixteenth anniversary of the Note on a parity with the Bonds. The remaining principal of and interest on the Note shall be payable in equal semiannual installments commencing January 1 of the year first occurring after the sixteenth anniversary of the Note (the “Beginning Amortization Date”) in the amount necessary to assure that the principal of and interest on the Note is paid no later than the 25th year of the Note. The payment of the principal and interest on the Note from the Beginning Amortization Date shall be payable on a parity with payment of the principal of and interest on the Bonds. If the Bonds have not been issued by the earlier of: the expiration or termination of the option to purchase the Millsite Property (as defined in the Resolution); or (ii) the date by which the Company, Lender, and the City have determined that the Project (as defined in the Resolution) will not proceed (the “End Date”), the principal of and interest on the Note shall be payable semiannually on a Payment Date from available Tax Increment until paid, commencing the first Payment Date after the End Date. Interest only on the outstanding principal of the Note shall be payable on each January 1 and July 1 to the last Payment Date prior to the End Date. Amounts available from the Tax Increment shall first be applied to the payment of interest and then to the payment of principal of the Note. The maturity of the Note shall not be subject to acceleration by reason of any default or event of default occurring under the RLF Loan Agreement and notwithstanding any acceleration of the maturity of the RLF Loan. ---PAGE BREAK--- B-2 The final payment will be in such lesser or greater amount as is necessary to pay the balance of principal and interest then remaining due. Such installment payments shall be made to the registered holder of the Note on each payment date, at its address as it appears on the Note Register on the date such principal and interest are payable, or as otherwise provided in Section 2.02, in lawful money of the United States of America. Payments are payable to the registered Holder at his address as it appears on the Note Register of the City. Principal and interest are payable in any coin or currency of the United States of America which on the respective dates of payment is legal tender for public and private debts. This Note is the duly authorized issue of the City issued under and secured by Resolution No. adopted on December 14, 2009, Fourth Amended and Restated Resolution Relating to Urban Renewal District II; Authorizing the Issuance of a Third Restated Tax Increment Urban Renewal Revenue Note, Series 2006 (Urban Renewal District II - Mill Site Project), As Security For a Loan Made Under the RLF Loan Agreement, Approving Additional Amendments to the RLF Loan Agreement and Approving an Amended and Restated RLF Loan Agreement (the “Fourth Amended and Restated Resolution” or the “Resolution”) which restates and supersedes Resolution No. 7047, Resolution No. 7080, Resolution No. 7275, and Resolution No. 7385 adopted by the City Council of the City on April 3, 2006, June 12, 2006, August 27, 2007, and December 22, 2008, copies of which are on file with the City, reference is hereby made for a description of the nature and extent of the security, the respective rights thereunder of the Owners of the Note and the City and the terms upon which the Note is issued and delivered. This Note is issued by the City for the purpose of financing a portion of the cost of an urban renewal project within the City of Missoula Urban Renewal District II (the “Urban Renewal District”) of the City, thereby assisting activities in the public interest and for the public welfare of the City. This Note is issued pursuant to and in full compliance with the Constitution and laws of the State of Montana, particularly Montana Code Annotated, Title 7, Chapter 15, Parts 42 and 43, as amended (the “Act”), and pursuant to the Resolution. The Note is payable solely from the Tax Increment received by the City and resulting from the extension of ad valorem taxes levied by certain Taxing Bodies against the incremental taxable value of the Land (each as defined in the Resolution), which is located within the Urban Renewal District pursuant to the Act, except that under certain conditions as described in the Resolution, the Note may be payable from replacement revenues, if any, provided in the event of the abolition or substantial elimination of property taxation in Montana. In certain circumstances, the payment of and security of this Note from the Tax Increment may be subordinate and subject to the payment and security of certain bonds to be issued by the City, as further provided in the Resolution. This Note is not a general obligation of the City and the City’s general credit and taxing powers are not pledged to the payment of this Note or the interest thereon. This Note shall not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitations. If the Tax Increment has not been adequate to fully pay the principal of and interest on the Note by the final stated payment date, the City’s obligation under the Note shall be deemed satisfied and the Holder shall surrender the Note to the City. The City may redeem on any date, in whole or part and if in part, in multiples of $1,000, any unpaid principal of this Note at a price equal to the principal amount to be redeemed plus interest accrued to the date of redemption, without penalty or premium. Notice of any such prepayment will be mailed by the City not less than 30 days prior to the date specified for payment, to the registered holder of this Note at his address as it appears on the Note Register. Subject to the provisions of the Resolution, the City shall apply all Tax Increment it receives in excess of the amount of principal and interest then due on this Note to the prepayment of this Note. The interest on this Note is includable in gross income for purposes of federal income taxation. ---PAGE BREAK--- B-3 This Note shall be registered in the name of the holder on the Note Register of the City kept by the Finance Director/Treasurer as Note Registrar. This Note is transferable by the registered holder or its attorney duly authorized in writing, upon presentation hereof with a written instrument of transfer satisfactory to the City and duly executed by the registered holder or its attorney. Such transfer shall be noted on the Note Register and hereon in the space provided. The City will, upon request, issue to the registered holder or transferee, upon surrender of this Note, one or more other Notes, in the aggregate principal amount (and, if more than one Note is to be issued, in denominations that are multiples of $1,000, to the extent practicable) equal to the principal amount of the Note that then remains unpaid and maturing at the same time or times as the then unpaid principal installments hereof, subject to reimbursement for any tax, fee or governmental charge or other expense incurred by the City with respect to such exchange. The City and the Note Registrar may treat the person in whose name this Note is registered as the absolute owner hereof, whether this Note is overdue or not, for the purpose of receiving payment of principal and interest and all other purposes, and shall not be affected by any notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Montana and ordinances and resolutions of the City to be done, to exist, to happen and to be performed in order to make this Note a valid and binding special, limited obligation of the City in accordance with its terms have been done, do exist, have happened and have been performed as so required; that this Note has been issued by the City in connection with an urban renewal project (as defined in the Act); that the City, in and by the Resolution, has validly made and entered into covenants and agreements with and for the benefit of the Owners from time to time of the Note, including covenants that it will pledge, appropriate and credit the Tax Increment to the payment or prepayment of this Note; that all provisions for the security of the Owners of this Note as set forth in the Resolution will be punctually and faithfully performed as therein stipulated; and that the issuance of this Note does not cause the obligations of the City to exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the City of Missoula, Montana, by its City Council, has caused this Note to be executed by the signatures of the Mayor, Finance Director/Treasurer, and the City Clerk, and has caused this Note to be dated as of August 10, 2006, its original date of execution and delivery. CITY OF MISSOULA, MONTANA Mayor Finance Director/Treasurer City Clerk Date of Authentication and Delivery of Third Amended and Restated Note. Date: 2009 Finance Director/Treasurer ---PAGE BREAK--- B-4 ---PAGE BREAK--- B-5 PROVISIONS FOR REGISTRATION OF TRANSFER AND EXCHANGE The ownership of this Note and of the interest payable hereon may be transferred to a bona fide purchaser only by delivery hereof with an assignment duly executed by the registered owner or his attorney or legal representative, and the City may treat the registered owner as the person exclusively entitled to receive payments of principal of and interest on this Note and to exercise all the rights and powers of an owner until this Note is presented to the Finance Director/Treasurer of the City of Missoula, Montana, as Note Registrar, accompanied by said assignment and by assurance of the nature provided by law that the same is genuine and effective, and until such transfer is duly registered on the books of the City and noted hereon by the Note Registrar. REGISTER The ownership of the unpaid principal balance of this Note and the interest accruing thereon is registered on the books of the City of Missoula, Montana, in the name of the registered holder noted below: Date of Name and Address Signature of Registration of Registered Holder Finance Director/Treasurer 2009 Missoula Area Economic _ Development Corporation___ 1121 East Broadway, Suite 100 Missoula, Montana 59802_ NO WRITING HEREON EXCEPT BY CITY FINANCE DIRECTOR/TREASURER AS NOTE REGISTRAR The Note Registrar has transferred on the books of the City of Missoula, Montana, on the date last noted below, to the registered assign noted opposite said date, ownership of the principal amount of and interest on this Note, except the amounts of principal and interest theretofore paid: Signature of Note Date of Transfer Registered Assign Registrar