05-28-2014 Council Agenda - Laserfiche WebLink

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and the proposal by the Borrower to undertake and refinance the Project, at which hearing all those appearing who desired to speak were heard and written comments were accepted. BE IT RESOLVED by the City Council of the City of Little Canada, Minnesota (the "City"), as follows: SECTION 1. LEGAL AUTHORIZATION AND FINDINGS. 1.1 Findings. The City hereby finds, determines and declares as follows: (a) The City is a municipal corporation and a political subdivision of the State of Minnesota and is authorized under the Act to assist the project referred to herein, and to issue and sell the Little Canada Note, as hereinafter defined, for the purpose, in the manner, and upon the terms and conditions set forth in the Act and in this Resolution. (b) The issuance and sale of the City of Little Canada, Minnesota Health Care Facility Revenue Note, Series 2014A (Maranatha Care Center Project) (the "Little Canada Note") by the City, pursuant to the Act, is in the best interest of the City, and the City hereby determines to issue the Little Canada Note and to sell the Little Canada Note to Anchor Bank, N.A., in Blaine, Minnesota or another bank in Minnesota (the "Lender"), as provided in an Agreement to Purchase (the "Purchase Agreement") to be entered into between the Borrower, the City, and the Lender. The City will loan the proceeds of the Little Canada Note (the "Loan") to the Borrower in order to refinance, in part, the Prior Obligations. A draft of the Purchase Agreement has been submitted to the City Council. (c) Pursuant to a Series 2014A Loan Agreement (the "Loan Agreement") to be entered into between the City and the Borrower, the Borrower has agreed to repay the Little Canada 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 Little Canada Note. In addition, the Loan Agreement contains provisions relating to the maintenance and operation of the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and which the City and the Borrower deem necessary or desirable for their refinancing of the Project. A draft of the Loan Agreement has been submitted to the City Council. (d) Pursuant to a Series 2014A Pledge Agreement (the "Pledge Agreement") to be entered into between the City and the Lender, the City has 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). A draft of the Pledge Agreement has been submitted to the City Council. (e) Pursuant to an Amended and Restated Mortgage and Security Agreement and Fixture Financing Statement (the "Mortgage") given by the Borrower to the Lender, the Borrower has secured payment of amounts due under the Loan Agreement and Notes by granting to the Lender a mortgage and security interest in the property described therein. A draft of the Mortgage has been submitted to the City Council. 6233403v2 6 3