04-14-2021 Council Packet - Laserfiche WebLink

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iii Payment [No payments can be made by the Corporation with respect to the Series 2021D Bonds unless it is current on its payments and is in compliance with its covenants relating to the Senior Notes.] Interest accrues on the Series 2021D Bonds at the rates set forth on the inside of the cover page hereof and is payable semiannually on each June 1 and December 1, commencing [December, 2021], by check or draft of the Trustee mailed on such dates to the persons who were the registered owners of Series 2021D Bonds as of the fifteenth day of the month preceding each interest payment date. Principal will also be paid semiannually on each June 1 and December 1, commencing [December 1, 2023], as set forth herein. The Series 2021D Bonds are being issued solely in book-entry form. See “THE SERIES 2021D BONDS – Interest; Maturity; Payment” and “ – Book-Entry System” herein. Redemption or Prepayment As more fully described herein, the Series 2021D Bonds are subject to redemption and prepayment prior to maturity, as follows: (a) optional redemption upon request of the Corporation in whole or in part as described herein; (b) extraordinary redemption at par plus accrued interest due to the occurrence of certain events of casualty or condemnation, or upon a Determination of Taxability; (c) mandatory redemption at par plus accrued interest due to sinking fund redemption; and (d) acceleration due to an Event of Default to the extent provided in the Indenture. See “THE SERIES 2021D BONDS – Redemption Prior to Maturity” herein. Use of Proceeds Pursuant to the Loan Agreement, proceeds of the Series 2021D Bonds will be loaned to the Corporation and used to (1) finance the acquisition, construction, and equipping of a new senior healthcare and housing facility, including approximately 48 skilled nursing beds, 16 transitional skilled nursing beds, 35 independent apartment units, 36 assisted living apartment units, 14 memory care apartment units, and 12 care suite apartment units, to be located at 1534 County Road C East in the City of Maplewood, Minnesota (as further described herein, the “Project”), (2) fund a debt service reserve fund for the Series 2021D Bonds, (3) pay capitalized interest on the Series 2021D Bonds and (4) pay costs of issuing the Series 2021D Bonds. See “SOURCES AND USES OF FUNDS” herein. The Corporation The Corporation is New Harmony Care Center, Inc., a Minnesota nonprofit corporation, a Minnesota nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The sole member of the Corporation is Elim Care, Inc., a Minnesota nonprofit corporation, the sole member of which is Cassia, a Minnesota nonprofit corporation (“Cassia”). Pursuant to the Loan Agreement, the Corporation will agree to make Loan Repayments sufficient to pay when due all principal of and interest on the Series 2021D Bonds. See Appendix A: “THE CORPORATION, THE PROJECT AND THE GUARANTOR.”