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<br />WHEREAS, the City and Little Canada assigned to the Lender their right, title and interest in and
<br />to the First Mortgage pursuant to the terms of an Assignment of Mortgage, Security Agreement, Fixture
<br />Financing Statement and Assignment of Leases and Rents, dated as of January 1, 2012 (the “Assignment
<br />of First Mortgage”); and
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<br /> WHEREAS, construction of the Phase I Project has been completed and the Borrower has
<br />requested that the City assist in the development of a senior housing facility comprised of forty (40)
<br />independent-living, rental apartments to be located in two buildings (twenty (20) apartments per
<br />building), together with necessary common areas and community space (the “Phase II Project”), to be
<br />located at 3200 Lake Johanna Boulevard in the City; and
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<br /> WHEREAS, the Borrower has requested that the City issue its Senior Housing Revenue Note
<br />(Presbyterian Homes of Arden Hills, Inc. Project), Series 2015 (the “Series 2015 Note” or “Note”), in the
<br />original aggregate principal amount of $10,000,000; and
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<br /> WHEREAS, the Series 2015 Note is proposed to be sold to the Lender, under the terms and
<br />conditions of a Note Purchase Agreement, dated on or after July 1, 2015 (the “Note Purchase
<br />Agreement”), between the City, the Borrower, and the Lender; and
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<br /> WHEREAS, the proceeds derived from the sale of the Series 2015 Note are proposed to be
<br />loaned to the Borrower under the terms and conditions of a Loan Agreement, dated on or after July 1,
<br />2015 (the “Loan Agreement”), between the City and the Borrower; and
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<br /> WHEREAS, the interests of the City in the Loan Agreement, including loan repayments to be
<br />made by Borrower thereunder, are proposed to be assigned (subject to the retention of certain reserved
<br />rights of the City) to the Lender under the terms of an Assignment of Loan Agreement, dated on or after
<br />July 1, 2015 (the “Assignment of Loan Agreement”), between the City, the Lender, and the Borrower;
<br />and
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<br />WHEREAS, the obligations of the Borrower under the terms of the Loan Agreement and the
<br />Assignment of Loan Agreement will be secured by a Mortgage, Security Agreement, Fixture Financing
<br />Statement and Assignment of Leases and Rents, dated on or after July 1, 2015 (the “Second Mortgage”),
<br />from the Borrower in favor of the City, an Assignment of Mortgage, Security Agreement, Fixture
<br />Financing Statement, and Assignment of Leases and Rents, dated on or after July 1, 2015 (the
<br />“Assignment of Second Mortgage”), from the City in favor of the Lender, and by a Collateral Assignment
<br />of Contract for Private Development, dated on or after July 1, 2015 (the “TIF Assignment”), between the
<br />City, the Borrower, and the Lender; and
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<br /> WHEREAS, in accordance with the terms of an agreement between the Borrower and the Lender,
<br />the Borrower has requested that the City approve certain amendments to the outstanding Series 2011A
<br />Note and Series 2012A, in conjunction with the issuance of the Note; and
<br />
<br /> WHEREAS, in accordance with the terms of an agreement between the Borrower and the Lender,
<br />the Borrower has also requested that Little Canada approve certain amendments to the outstanding Series
<br />2011B Note and Series 2012B, in conjunction with the issuance of revenue obligations of Little Canada;
<br />and
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<br /> WHEREAS, the City has been advised by Kennedy & Graven, Chartered, as bond counsel to
<br />the City (“Bond Counsel”), that the proposed amendments to the Notes constitute a significant
<br />modification to the Prior Notes and will cause a reissuance of the Prior Notes under federal income tax
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