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CITY OF MOUNDS VIEW, MINNESOTA
<br />RESOLUTION 9511
<br />APPROVING AMENDMENTS TO THE HEALTHCARE AND HOUSING
<br />FACILITIES REVENUE REFUNDING NOTE (CATHOLIC ELDERCARE
<br />PROJECT), SERIES 2014C, AND AUTHORIZING THE EXECUTION AND
<br />DELIVERY OF DOCUMENTS RELATED THERETO
<br />BE IT RESOLVED by the City Council (the "City Council") of the City of Mounds View,
<br />Minnesota (the "City"), as follows:
<br />Section 1. Recitals.
<br />1.01. On December 18, 2014, the City issued its Healthcare and Housing Facilities Revenue
<br />Refunding Note (Catholic Eldercare Project), Series 2014C (the "Series 2014C Note"), in the original
<br />aggregate principal amount of $4,000,000, pursuant to Minnesota Statutes, Sections 469.152 through
<br />469.1655, as amended, Minnesota Statutes, Sections 471.59 and 471.656, as amended, and a resolution
<br />adopted by the City Council on November 10, 2014 (the "Note Resolution'). The City loaned the proceeds
<br />of the Series 2014C Note (the "Loan') to Catholic Eldercare, a Minnesota nonprofit corporation (the
<br />"Borrower"), pursuant to the terms of a Loan Agreement, dated as of December 1, 2014 (the "Loan
<br />Agreement"), between the City and the Borrower. The City assigned its rights to the basic payments and
<br />certain other rights under the Loan Agreement to Northeast Bank, a Minnesota banking and insurance
<br />corporation (the "Lender"), pursuant to a Pledge Agreement, dated as of December 1, 2014 (the "Pledge
<br />Agreement"), between the City and the Lender. The Borrower secured its obligations with respect to the
<br />repayment of the Loan pursuant to Amended and Restated Mortgage, Security Agreement, and Fixture
<br />Financing Statement, dated December 18, 2014, by the Borrower in favor of the Lender, and an Assignment
<br />of Leases and Rents, dated December 18, 2014, by the Borrower in favor of the Lender.
<br />1.02. The proceeds of the Series 2014C Note were used to refinance all or a portion of the
<br />following facilities located in the City of Minneapolis: (i) a 71-unit assisted living facility located at 2919
<br />Randolph Street NE (commonly known as RiverVillage East) owned by Catholic Eldercare Community
<br />Services Corporation II, a Minnesota nonprofit corporation and an affiliate of the Borrower; (ii) a 150-bed
<br />skilled nursing facility located at 817 Main Street NE (commonly known as Catholic Eldercare on Main)
<br />owned by the Borrower; and (iii) a 51-unit assisted living multifamily rental housing facility located at 909
<br />Main Street NE (commonly known as MainStreet Lodge) owned by the Borrower.
<br />1.03. The Lender has agreed to amend certain terms of the Series 2014C Note (the
<br />"Amendments"), including reducing the interest rate floor, reamortizing the Series 2014C Note, and
<br />extending the maturity date of the Series 2014C Note.
<br />1.04. The City has been advised by Kennedy & Graven, Chartered, acting as bond counsel
<br />("Bond Counsel"), that the proposed Amendments constitute a significant modification of the Series 2014C
<br />Note and will cause a "reissuance" of the Series 2014C Note for tax purposes pursuant to Section 1.1001-3
<br />of the Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended (the
<br />"Code"). For tax purposes, the Series 2014C Note will be treated as being refunded on the effective date
<br />of the Amendments.
<br />1.05. On the date hereof, the City Council held a duly noticed public hearing regarding the
<br />approval of the Amendments, where all persons interested were given the opportunity to be heard.
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