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<br />132046990v3 <br /> <br /> <br /> <br />Taft Stettinius & Hollister LLP / Taftlaw.com / The Modern Law Firm <br />Catherine J. Courtney <br />612.977.8765 <br />CCourtney@taftlaw.com <br />2200 IDS Center, 80 South 8th Street <br />Minneapolis, MN 55402-2210 <br />Tel: 612.977.8400 | Fax: 612.977.8650 <br />taftlaw.com <br />Affirmative Action, Equal Opportunity Employer <br /> <br />March 20, 2024 <br />Chris Heineman <br />City Administrator <br />City of Little Canada <br />515 Little Canada Road E <br />Little Canada, MN 55117 <br />Re: Issuance of Conduit Revenue Note by the City of Little Canada for Saint <br />Paul Academy and Summit School <br />Dear Mr. Heineman and Councilmembers: <br /> This letter is provided at your request and is to follow-up on discussions that we have had <br />regarding the City of Little Canada acting as issuer of 501(c)(3), bank-qualified obligations (the <br />“Note”), at the request of Saint Paul Academy and Summit School (the “Borrower”), to finance <br />improvements to its lower school campus located in the City of Saint Paul. Little Canada is <br />sometimes referred to in this letter as the “City” or “Issuer.” Taft Stettinius & Hollister, LLP would <br />act as bond counsel on the issuance of such Note. It is anticipated that the Note will be directly <br />purchased by Bremer Bank, National Association. <br />State and federal laws allow local government units to enter into arrangements to issue <br />Note and loan the proceeds to nonprofit corporations to finance or refinance capital expenditures. <br />This assistance reduces borrowing costs for nonprofit corporations and enables them to provide <br />their services more cost effectively. It is a fairly common means of obtaining necessary financing <br />for all nonprofit entities, including private schools. Little Canada has previously acted as a conduit <br />issuer for the Borrower. <br />To accomplish this purpose, the Issuer will enter into a Loan Agreement with the Borrower <br />under which the Borrower will agree to pay all principal and interest on the Note. The Issuer will <br />assign its rights to payments under the Loan Agreement to a lender, in this case, Bremer Bank, <br />National Association (the “Lender”), who will purchase the Note and loan the purchase price of <br />the Note directly to the Borrower. The Issuer is merely a conduit and the money and obligations <br />flow only between the Lender and the Borrower.