04-14-2021 Council Packet - Laserfiche WebLink

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13068670v2 1 TRUST INDENTURE THIS TRUST INDENTURE, dated as of the 1st day of May, 2021, by and between the CITY OF LITTLE CANADA, MINNESOTA, a municipal corporation and a political subdivision of the State of Minnesota (herein sometimes called the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, a national association with trust powers having its main corporate trust offices and place of business in the City of St. Paul, Minnesota (herein sometimes called the “Trustee”); WITNESSETH: WHEREAS, the Issuer is a duly organized and existing municipal corporation and political subdivision under the laws of Minnesota, and is authorized to issue its revenue bonds pursuant to the provisions of Minnesota Statutes, Chapter 462C, as amended (the “Act”), in accordance with the provisions thereof; and WHEREAS, as authorized by the Act, the Issuer has agreed to make a loan to New Harmony Care Center, Inc., a nonprofit corporation organized and existing under the laws of Minnesota (herein called the “Corporation”), pursuant to a Loan Agreement of even date herewith (the “Loan Agreement”), in order to provide for 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 (the Project”), fund required reserve funds, and partially defray the costs of issuance of the bonds pursuant to the Act; and WHEREAS, the Issuer has duly authorized and directed the issuance of a series of revenue bonds to be designated “Subordinate Senior Housing and Healthcare Revenue Bonds (New Harmony Project), Series 2021D” (hereinafter sometimes called the “Series 2021D Bonds”), as in this Indenture hereinafter provided; and WHEREAS, the proceeds of the Series 2021D Bonds, together with any other required funds, will be used for the specific authorized purpose of financing the Project, as described herein, to fund necessary reserves and to partially defray certain issuance costs; and WHEREAS, the Loan Agreement requires the Corporation to make payments thereunder in amounts and at times sufficient to pay the principal of, premium (if any) and interest on the Series 2021D Bonds when due; and WHEREAS, the Corporation has agreed to execute and deliver to the Trustee a Subordinate Construction Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents of even date herewith (the “Mortgage”), to secure the payment of the Series 2021D Bonds and the Corporation’s obligations under the Loan Agreement; and WHEREAS, the execution and delivery of this Indenture and the Loan Agreement and the issuance of the Series 2021D Bonds have been in all respects duly and validly authorized by the City Council of the Issuer pursuant to a resolution adopted by the City Council on April 14, 2021 (the “Bond Resolution”); and