06-14-2017 Council Packet - Laserfiche WebLink

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8333731v2 AGREEMENT TO PURCHASE ___________________________, 2017 (Dated Date) Saint Paul Academy and Summit School 1712 Randolph Avenue St. Paul, Minnesota 55015 City of Little Canada, Minnesota 515 Little Canada Road E. Little Canada, Minnesota 55117-1633 Ladies and Gentlemen: The undersigned (the "Purchaser") hereby agrees to purchase from the City of Little Canada, Minnesota (the "Issuer") the Issuer's $________________ Educational Facilities Revenue Refunding Note, Series 2017 (Saint Paul Academy and Summit School Project) (the "Series 2017 Note") subject to the conditions hereinafter set out. The proceeds of the Series 2017 Note will be loaned and disbursed to, or at the direction of, Saint Paul Academy and Summit School (the "Borrower") for the purpose of refinancing a portion of the costs of the acquisition, construction, and improvement of certain of the Borrower's school facilities, including facilities located on the Borrower's campus at Dunlap and Goodrich and Randolph and Davern in the City of Saint Paul, Minnesota (the "Facility"), by refunding, in part, the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota's $14,750,000 Educational Facilities Revenue Refunding Bonds (Saint Paul Academy and Summit School Project) Series 2007 (the "Prior Bonds"). The Series 2017 Note will be issued with an initial interest rate equal to ____% (the "Initial Rate"); provided, however, that the Initial Rate shall be subject to adjustment. The Series 2017 Note shall be subject to rate adjustment and other terms and conditions in the terms attached hereto as Exhibit A. On the closing date of the Series 2017 Note, the Issuer and the Borrower will enter into a Loan Agreement (the "Loan Agreement") evidencing the Borrower's obligation to repay the loan pursuant to the terms of the Loan Agreement and containing financial covenants, security provisions, and other terms acceptable to the Purchaser and the Borrower. The Purchaser's purchase of the Series 2017 Note is not contingent upon the purchase of any notes, bonds or other obligation to be issued in the future by the Issuer or any other issuer to finance a portion of the refunding of the Prior Bonds. The Purchaser's purchase of the Series 2017 Note is subject to satisfaction of closing conditions and final legal documentation satisfactory to Purchaser, including participation agreements in an amount satisfactory to the Purchaser, if any, and evidence satisfactory to the Purchaser of sufficient financing to pay the total costs of the refunding of the Prior Bonds.