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12316323v3
<br />LOAN AGREEMENT
<br />This LOAN AGREEMENT, dated as of May 1, 2020, between CITY OF LITTLE
<br />CANADA, MINNESOTA, a Minnesota municipal corporation (herein sometimes called the
<br />"City" or the "Issuer"), and PRESBYTERIAN HOMES CARE CENTERS, INC., a Minnesota
<br />nonprofit corporation (the "Borrower");
<br />WITNESSETH:
<br />WHEREAS, the Borrower has determined to undertake a project consisting of the
<br />refinancing of the acquisition, construction, and equipping of a 50-unit replacement skilled
<br />nursing facility (the "2018 Project"), by the refunding and prepayment of the City of Little
<br />Canada, Minnesota $11,970,000 Health Care Facilities Revenue Note (Langton Place Project)
<br />Series 2018 (the "Prior Note"), and the acquisition, construction, and equipping of an 83-unit
<br />independent senior rental housing facility and a "Town Center" (the "2020 Project"), all on a
<br />common campus in the City of Roseville, Minnesota (collectively and as further described in
<br />Section 1.03 hereof, the "Project"); and
<br />WHEREAS, the City of Roseville, at the request of the Borrower, has consented to the
<br />City of Little Canada issuing its revenue bonds to provide the financing for the Project; and
<br />WHEREAS, the Borrower has accordingly proposed that the Issuer issue its revenue
<br />bonds and loan the proceeds thereof to the Borrower hereunder to provide financing for the
<br />Project, and to fund required reserves, pay capitalized interest, and defray costs of issuance of
<br />such revenue bonds, all pursuant to the provisions of Minnesota Statutes, Chapter 462C and
<br />Sections 469.152 through 469.165, as amended (collectively, the "Act"); and
<br />WHEREAS, the Borrower is an organization described in Section 501(c)(3) of the
<br />Internal Revenue Code of 1986, as amended; and
<br />WHEREAS, the Issuer has approved the issuance of its $46,340,000 Senior Housing and
<br />Health Care Facilities Revenue Bonds (Langton Shores Project), Series 2020 (the "Series 2020
<br />Bonds" or the "Bonds"), pursuant to a Trust Indenture of even date herewith, between the Issuer
<br />and U.S. Bank National Association, as Trustee (the "Trustee"), to provide the funds to be loaned
<br />to the Borrower hereunder, and has approved the assignment of its interests in this Loan
<br />Agreement (other than certain rights to indemnity, payment of fees and repayment of expenses
<br />and advances) to the Trustee as security for the Bonds; and
<br />WHEREAS, the Borrower proposes to execute and deliver to the Trustee a[n Amended
<br />and Restated] Combination Mortgage, Security Agreement, Fixture Financing Statement and
<br />Assignment of Leases and Rents (as more fully described hereinafter, the "Mortgage") of even
<br />date herewith, as security for the Bonds and for the performance of the Borrower's obligations
<br />under this Loan Agreement;
<br />NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the
<br />parties hereto covenant and agree as follows:
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