12-14-2022 Council Packet - Laserfiche WebLink

Home Browse Search

75605544v2 1 CITY OF LITTLE CANADA, MINNESOTA RESOLUTION NO. 2022-12-_______ A RESOLUTION CONSENTING TO AMENDMENTS TO THE CITY'S HEALTH CARE FACILITIES REVENUE NOTE (LANGTON PLACE PROJECT), SERIES 2018 WHEREAS, pursuant to a resolution of the City adopted on November 14, 2018, the City of Little Canada, Minnesota (the "City"), issued its Health Care Facilities Revenue Note (Langton Place Project), Series 2018 (the "Original Note"), in the original aggregate principal amount of $11,970,000 to Associated Bank, National Association, a national banking association (the "Lender"); and WHEREAS, pursuant to a Loan Agreement dated as of December 1, 2018 (as amended from time to time, the "Loan Agreement"), between the City and Presbyterian Homes Care Centers, Inc., a Minnesota nonprofit corporation (the "Borrower"), the City loaned the proceeds of the Original Note to the Borrower for the purpose of financing the construction, equipping and furnishing of an approximately 50-bed skilled care facility and the demolition of the existing skilled nursing facility located at 1910 County Road D in Roseville, Minnesota (the “Project”), and the Borrower agreed to repay the Original 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 Original Note; and WHEREAS, pursuant to a Pledge Agreement (the "Pledge Agreement") dated as of December 1, 2018 between the City and the Lender, the City 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 Borrower and the Lender agreed to certain amendments to the Loan Agreement in order to extend the Completion Date and Commitment Termination Date (as defined in the Loan Agreement) and executed a First Amendment to Loan Agreement dated as of June 29, 2020, to evidence those amendments; and WHEREAS, the Original Note is currently owned by the Lender; and WHEREAS, the City has been advised by the Lender that the interest rate on the Original Note is currently a variable rate based upon a London inter-bank offered rate (“LIBOR”) benchmark rate (the “Existing Index”), plus a spread, and that the LIBOR interest rate index is being phased out effective June 30, 2023, and will no longer be available after that date; and WHEREAS, if the Existing Index becomes unavailable during the term of the Original Note, the Lender is authorized pursuant to the terms of the Original Note to designate a substitute comparable index using commercially reasonable judgment; and WHEREAS, the Borrower and the Lender have agreed to replace the Existing Index with the forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited (or any successor administrator satisfactory to the Lender) and published on the applicable