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8299079v1 <br /> <br /> <br /> <br />Catherine J. Courtney <br />(612) 977-8765 <br />ccourtney@briggs.com <br /> <br /> <br /> May 3, 2017 <br />BY E-MAIL <br />Joel Hanson <br />City Administrator <br />City of Little Canada <br />515 Little Canada Road E <br />Little Canada, MN 55117 <br />Re: Issuance of Conduit Revenue Bonds by the Citiy of Little Canada for Saint <br />Paul Academy and Summit School <br />Dear Mr. Hanson: <br />This letter is provided at your request and is to follow-up on discussions that we have had <br />regarding the City of Little Canada acting as issuer of 501(c)(3), bank-qualified refunding bonds <br />(the “Refunding Bonds”) to partially refund the Saint Paul HRA’s $14,750,000 Educational <br />Facility Revenue Refunding Bonds, Series 2007 (Saint Paul Academy and Summit School <br />Project) (the “Prior Bonds”) at the request of Saint Paul Academy and Summit School (the <br />“Borrower”). The City of Falcon Heights will act as the other issuer of the remaining amount to <br />refund the Prior Bonds in full. Little Canada and Falcon Heights are referred to collectively in <br />this letter as the “Issuers.” Briggs and Morgan, Professional Association would act as bond <br />counsel on the issuance of such Bonds. It is anticipated that the Bonds will be directly purchased <br />by Bremer Bank, National Association. <br />The Refunding Bonds will be used for the purpose of refinancing the Prior Bonds, the <br />proceeds of which were used to refinance bonds issued in 1999, which financed the construction <br />of the middle school of the Borrower and refinanced bonds issued in 1993, which financed <br />various improvements to the Borrower’s facilities. <br />State and federal laws allow local government units to enter into arrangements to issue <br />bonds and loan the proceeds to nonprofit corporations to finance or refinance capital <br />expenditures. This assistance reduces borrowing costs for nonprofit corporations and enables <br />them to provide their services more cost effectively. It is a fairly common means of obtaining <br />necessary financing for all nonprofit entities, including private schools. <br />To accomplish this purpose, the Issuers will enter into Loan Agreements with the <br />Borrower under which the Borrower will agree to pay all principal and interest on the Bonds. <br />The Issuers will assign all of their rights to payments under the Loan Agreements to a lender, in