1. MIDA bond loan modification-YMCA

RESOLUTION APPROVING A BOND AND LOAN MODIFICATION AGREEMENT BE IT RESOLVED by the County Commission of Cass County,North Dakota(the "Issuer"), as follows: RECITALS: 1. The Issuer is authorized pursuant to Chapter 40-57 of the North Dakota Century Code (the "Act") to issue its revenue bonds and loan the proceeds thereof to nonprofit corporations to provide revenue producing facilities. 2. The Issuer, pursuant to a Bond Resolution adopted August 16, 2010 (the "Bond Resolution"),has issued its Wellness Facilities Revenue Bonds(YMCA of Cass and Clay Counties Project), Series 2010, dated September 29, 2010, in the maximum principal amount of$6,500,000 (the"Bonds"),under the Act to finance a health and wellness center located in Fargo,North Dakota (the"Facilities"). 3. Proceeds of the Bonds were loaned to the YMCA of Cass and Clay Counties,a North Dakota nonprofit corporation (the "Corporation") pursuant to a Loan Agreement dated as of September 1, 2010, (the "Loan Agreement"). The Issuer assigned the Basic Payments (as defined in the Loan Agreement)and all other rights and interests of the Issuer in the Loan Agreement,except for certain rights of the Issuer under Sections 4.03, 7.03 and 9.04 of the Loan Agreement,to Bremer Bank, National Association (the "Lender"), as purchaser of the Bonds. 4. The Corporation and the Lender have agreed to a reduction in the interest rate of the Bonds and have requested the Issuer to authorize and approve the Bond and Loan Modification Agreement among the Issuer, the Corporation and the Lender(the "Modification Agreement"). NOW, THEREFORE, it is hereby found, determined and ordered, as follows: 1. The Issuer hereby approves the Modification Agreement in substantially the form on file in the office of the County Auditor and authorizes the execution of the Modification Agreement in the name and on behalf of the Issuer by the Chair or other member of the County Commission and the County Auditor with such changes, insertions or omissions therein as shall be approved by the officer executing the same, the execution and delivery thereof to constitute conclusive evidence of the approval of any such changes, provided the revised interest rate shall not exceed 4.00%. Any other documents and certificates necessary to the transaction described above shall be executed by the appropriate County officers. 2. Under the provisions of the Act,and as provided in the Loan Agreement and the Bond Resolution,the Bonds are not payable from or charged upon any funds other than the Basic Payments -1-