02-28-2018 Council Packet - Laserfiche WebLink

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10553599v2 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF LITTLE CANADA First Amendment to Educational Facilities Revenue Refunding Note (Saint Paul Academy and Summit School Project), Series 2017 WHEREAS, on September 6, 2017, the City of Little Canada, Minnesota (the "Issuer") issued its $7,375,000 Educational Facilities Revenue Refunding Note (Saint Paul Academy and Summit School Project), Series 2017 (the "Current Note") promising to pay Bremer Bank, National Association (the "Lender"); and WHEREAS, pursuant to a Loan Agreement dated as of September 6, 2017 (the "Loan Agreement"), between the Issuer and Saint Paul Academy and Summit School, a Minnesota nonprofit corporation (the "Borrower"), the Borrower agreed to repay the Current Note in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Current Note; and WHEREAS, pursuant to a Pledge Agreement (the "Pledge Agreement") dated as of September 6, 2017 between the Issuer and the Lender, the Issuer pledged and granted a security interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses); and WHEREAS, the Lender and the Borrower have informed the Issuer that they have agreed to certain changes in the terms of the Current Note; and WHEREAS, pursuant to a resolution of the Issuer adopted on February 28, 2018 (the "Resolution"), the Issuer has agreed to the requested changes to the terms of the Current Note; and WHEREAS, this Amendment is authorized to be attached to the Current Note to evidence the amendments made hereby. 1. The Current Note is hereby amended by deleting the second paragraph of Section 1 in its entirety and replacing it with the following: On the Adjustment Date through September 1, 2037 (the "Final Maturity Date"), the interest rate on this Note will be adjusted to a rate per annum equal to seventy-nine percent (79%) of the sum of: (i) 215 basis points plus (ii) the 10-Year Interest Rate Swaps Rate (defined below) in effect as of each Adjustment Date (the "Adjusted Rate"). Such adjustment to the interest rate shall be made and become effective as of the Adjustment Date and the interest rate as adjusted shall remain in effect through and including the day immediately preceding the Final Maturity Date. Notwithstanding anything herein to the contrary, during any period of time while the 10-year Interest Rate Swaps Rate would be less than zero percent (0.0%), the 10-year Interest Rate Swaps Rate shall be deemed to be zero (0).