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WHEREAS, the Housing Program was subrnitted to the Metropolitan Council for its review and
<br />comments in accordance with the requirements of the Housing Act, a comment letter dated July 11, 2011,
<br />witl� respect to the Housing Program, was received from t.�e Metropatitan Council, and an July 2S, 20I l,
<br />the Houszng Program was approved by the City Councii of th� City pursuant to Resol�tion Na. 20i 1-039;
<br />and
<br />WI�REAS, the Borrower has requested that the City isseze the following reven�e obligatians of
<br />the City for the benefit of the Borrower: (�} Senior Housing Revenue Note {Presbyterian Homes of Arden
<br />Hills, Inc. Project), Series 2011A {the "Series 2011A Note"), in the original aggregate principal amount
<br />of $10,000,000; and (ii) Senior Hausing Revenue Note {Presbyterian Hornes of Arden HiIls, I�nc. Project),
<br />Series 2012A (tlte "Series 2012A Note"}, in the original aggregate principal arnount of $10,000,040; and
<br />WHEREAS, the proceeds derived from the sate of the Series 2011A Note are proposed to be
<br />applied to malce a loan (the "Series 2011A Loan") to the Borrower pursuant to ihe terxns of a Loan
<br />Agreement, to be dated on or after September 1, 2011 (the "Series 241 lA Loan Agreement"}, between the
<br />City and the Borrower; and
<br />WHEREAS, the proceeds derived from the saIe af the Series 2012A Note are propased to be
<br />applied to make a Ioan (the "Series 2012A Loan") to the Borrowez pursuant to the terms of a Loan
<br />Agreement, to be dated on or after January 1, 2012 (the "Series 2012A Loan Agreement"), between the
<br />City and the Borrower; and
<br />WFiEREAS, the Borrower has requested that another city of the State of Minnesata (the "Second
<br />Issuer") issue ane or more revenue obligations, in a� oxiginal, aggregate principal a�ount not to exceed
<br />$12,000,000 (the "Additional Notes"), and Ioan the proceeds deri�ed fram �he sale of the Additional
<br />Notes to the Borrower pursuant to one or more loan agreements, and apply the proceeds derived from
<br />such loans (the "Additional Loans") ta: {i) the financing of the Project; and (ii) the payment of a portion
<br />of the costs of issuing the Additionai Notes; and
<br />WHEREAS, the Series 20I lA Note wili constitute a revenue obligatian of the City secured solely
<br />by: (i} the revenues derived �rom tk�e Series 2011A Loan Agreement; and (iii} certain security provided
<br />by #he Borrower to the purchaser of the Series 2011A Note incl�ding a mortgage lien on the Project and a
<br />guaranty from one or znore guarantorrs related to the Borrower; and
<br />WHEREAS, the Series 2fl 12A Note will constit�tte a revenue obligation of the City s�cured solely
<br />by: {i) the rever�ues derived from the Series 2012A Loan Agreement; and (iii} certain security pravided
<br />by t1�e Borrawer to the purchaser of the Series 2012A Note including a mortgage lien on the �'roject and a
<br />guaranty from one oe more guarantors related to the Borrower; and
<br />WHEREAS, Bremer Bank, National Association, a naiional banking association {the "Lender"),
<br />has agreed to purchase the Series 201 lA Note and the Series 2012A Nate in a manner consistent with the
<br />polici�s of the City relating to the issuance and sale oF non-rated conduit revenue bonds; and
<br />WHEREAS, the laan repayments required ta be made by the Borrower ttnder the terms of t�e
<br />Series 20f 1A Laan Agreement will be assigned to the Lender under the terms of an Assignment of Loan
<br />Agree�nent, dated on ar after September 1, 2fl11 {the "Series 20llA Assignment"), between ihe City, the
<br />Borrower, and the Lender; and
<br />WI�REAS, the loan repayments required to be rnade by the Borrower ur�der the terms of the
<br />Series 2012A Loan Agxeemen� will be assigned to the I�ender under the tertns of an Assigntnent of Loan
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