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10554454v2 <br /> <br /> <br />City of Little Canada, Minnesota <br />First Amendment to <br />$7,375,000 Educational Facilities Revenue Refunding Note, Series 2017 <br />(Saint Paul Academy and Summit School Project) <br />GENERAL AND NONARBITRAGE CERTIFICATE <br />The undersigned Mayor and City Administrator of the City of Little Canada, Minnesota, <br />a municipal corporation under the Constitution and laws of the State of Minnesota (the “City”), <br />acting for the City, do hereby certify and request as follows: <br />1. Introduction. This Certificate relates to the first amendment to the City’s <br />$7,375,000 Educational Facilities Revenue Refunding Note, Series 2017 (Saint Paul Academy <br />and Summit School Project), dated September 6, 2017 (the “Note”), originally sold to Bremer <br />Bank, National Association, in Minneapolis, Minnesota (the “Lender”). The proceeds of the <br />Note were loaned to Saint Paul Academy and Summit School, a Minnesota nonprofit corporation <br />(the “Borrower”), to refinance, in part, certain of the Borrower’s school facilities located on the <br />Borrower’s campus in the City of Saint Paul, Minnesota (the “Project”) by refunding certain <br />prior obligations related to the Project (the “Prior Bonds”). <br />2. The Note. The City loaned the proceeds of the Note to the Borrower pursuant to a <br />Loan Agreement, dated September 6, 2017 between the City and the Borrower (the “Loan <br />Agreement”) and the Borrower agreed to repay the Note in specified amounts and at specified <br />times sufficient to pay in full when due the principal of, premium, if any, and interest on the <br />Note. The Note was issued pursuant to a resolution adopted by the City on June 14, 2017 (the <br />“Final Resolution”). To secure payment of the Note, the City and the Lender entered into a <br />Pledge Agreement dated as of September 6, 2017 (the “Pledge Agreement”). <br />3. The Amendment. The Lender and the Borrower have informed the City that they <br />have agreed to certain changes in the terms of the Note and have requested that the City enter <br />into a First Amendment to Educational Facilities Revenue Refunding Note, Series 2017 (Saint <br />Paul Academy and Summit School Project) (the “Note Amendment”). The Note Amendment <br />will be issued pursuant to a resolution adopted by the City on February 28, 2018 (the <br />“Amendment Resolution”). <br />4. Terms; Headings. All terms capitalized but not otherwise defined herein shall <br />have the meanings given such terms in the Final Resolution, the Amendment Resolution, and the <br />Loan Agreement. Paragraph headings herein are for convenience of reference only, and are not a <br />part hereof.