07-08-2015 Council Packet - Laserfiche WebLink

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WHEREAS, in order to secure its obligations under the Series 2011A Loan Agreement, the Series 2011B Loan Agreement, the Series 2012A Loan Agreement, and the Series 2012B Loan Agreement (collectively, the "Prior Loan Agreements"), the Borrower executed and delivered to Arden Hills and the City a Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated September 9, 2011 (the "First Mortgage"), from the Borrower, as mortgagor, to Arden Hills and the City, as mortgagees; and WHEREAS, Arden Hills and the City assigned to the Lender their right, title and interest in and to the First Mortgage pursuant to the terms of an Assignment of Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated as of January 1, 2012 (the "Assignment of First Mortgage"); and WHEREAS, construction of the Phase I Project has been completed and the Borrower has requested that Arden Hills assist in the development of a senior housing facility comprised of forty (40) independent -living, rental apartments to be located in two buildings (twenty (20) apartments per building), together with necessary common areas and community space (the "Phase II Project"), to be located at 3200 Lake Johanna Boulevard in Arden Hills; and WHEREAS, the Borrower has requested that Arden Hills issue its revenue obligations (the "Series 2015 Note") to finance the Phase II Project; and WHEREAS, in accordance with the terms of an agreement between the Borrower and the Lender, the Borrower has also requested that Arden Hills approve certain amendments to the outstanding Series 2011A Note and Series 2012A, in conjunction with the issuance the Series 2015 Note by Arden Hills; and WHEREAS, in accordance with the terms of an agreement between the Borrower and the Lender, the Borrower has requested that the City approve certain amendments to the outstanding Series 201 1B Note and Series 2012B, in conjunction with the issuance of the Series 2015 Note by Arden Hills; and WHEREAS, the City has been advised by Briggs and Morgan, Professional Association, as bond counsel to the City ("Bond Counsel"), that the proposed amendments to the Prior Notes constitute a significant modification to the Prior Notes and will cause a reissuance of the Prior Notes under federal income tax law and regulations and, upon the effective date of such amendments, the Prior Notes will be treated as if they were refunded on such dates; and WHEREAS, the Series 2015 Note will constitute a revenue obligation of Arden Hills secured solely by: (i) the revenues derived from a loan agreement to be entered into by and between Arden Hills and the Borrower; and (ii) certain security provided by the Borrower to the Lender, as the purchaser of the Series 2015 Note, including a mortgage lien on the Phase II Project, and additional security and collateral required by the Lender; and 463257v2 513L AR200-16 2