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FIRST AMENDMENT TO.LOAN AGREEMENT
<br />-I his First Amendmentto Loan Agreement, dated as of 1,.2005 (the "Amendntentto.Loan Agreement"), is made
<br />and entered into b and between the City of Gem Lake, .Minnesota (the "City") and Boulder Seniq Living, .LLC, a Minnesota
<br />limited liability company (the'"Borrower").
<br />'RECITALS
<br />WFiC. EAS,theCityan. theBorrowetenteredinto.a:LoanAgreement,datedasofApril.1,:2002(the"OriginalAgteentent"),
<br />pursuant to. which the City agreed to loan to the -Borrower the: proceeds .derived by the. City from the sale of the following
<br />obligations. issued by the City under the teens of an .Indenture of Trust, dated as of ApriI i, 2002 (the "Original Indenture"),
<br />between U.S. Bank National Association, as. trustee (the "Trustee"), and the City: (i) Senior 1-lousing Revenue Bonds (Boulders
<br />Apartments Project) Series.2002A (the "Series.2002A.Bonds"), in.the original aggregate principal amount of $8,130,000; (ii)
<br />Taxabl:e.Sen.ior HousingRevenue Bonds.(136iflders Apartnient0roject); Series200213 (the "Series 2002B Bonds"), in the original.
<br />aggregate principal amount of $225,000; and (I'll) Subordinate Senior Housing Revenue Note (Boulders Apartments Project),
<br />Series 2002C (the "Series 2002C Note"), -in the original aggregate principal amount of $378;000 (collectively, the "Bonds"); and.
<br />WHEREAS, capitalizedterttts usedbut.not defined herein shall have the meaningsassigned to them in the Original Indenture
<br />and the,.Original Agreement, except as speed ically amended herein; and
<br />WHEREAS.. the l3orro' wet lias regtiested that the Original Aateemenfbe amended as provided herein in connection with the
<br />transfer by J.A. Wedum Foundation, a Minnesota nonprofit corporation ("Wedurti"), of its sple. membership interest in the
<br />Borrower to.NoMicountry Cooperafive:Foundation, a.Minnesota nonprofit.corporation ("Northcottntry');.and
<br />WHEREAS, Northcountry isa. Minnesota nonprofit corppration.andA561'(e.)()) Organization;.and
<br />WHEREAS, the City and the Borrower, with the consent ofthe Trustee, have determined that the requirements ofSection
<br />12,01 oftheIndenture have been .satisfied. as.d.ieyreiater-tothe amendmento.fthe Original .�Agreemontwithoutthe.consentofthe
<br />Bondholders, in that amendments are not to the prejudice ofthe Trustee; the Bondholders; brtlie holders ofany Subordinate
<br />Debt,
<br />ivC)W, THEREFORE, in consideration. of the foregoing Recitals and the terms and conditions set forth below►, the parties
<br />hereto agree as follows:
<br />S'ecitan 1. The definition of "Sole Member;" set forth in Article I of the Original. Agreement is hereby aiitended in its
<br />emii-etv.t.orcad as follows:
<br />"Sole Mernbee' means J.A. Wedum Foundation, a Ivlinnes6ta noriprofit-corporation and 501(c)(3). Organization, and
<br />Northcountry Cooperative Foundation, a. Minnesota nonprofit corporation and 501(c)(3) Organization,
<br />,See ioi?2. Section 8.02 of the Original Agreenientregarding notices and other cotnn1unicationstgthe. City, tlre...Borrower,
<br />the T rtistee. and others is hereby amended by adding a new .paragraph to read as follows:
<br />Alter the substitution of Nordtcountt}y Cooperative Foundation_ as Sole Member irk place of J.A. Wedum Equndation, all
<br />communications to the Borrower shall .be made :to the following, address:
<br />To (lie Borrower: Boulder Senior Living, LLC
<br />c/o Northcountry Cooperative Foundation
<br />219 Main StreetSE, Suite 500
<br />Minneapolis,. MN 55414
<br />Attn: Executive Director
<br />25h23a8v t
<br />Amendment io t.e)an Agreement
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