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Flk-ST SUPPL$MENTAL INDENTURE OF TRUST
<br />This First, Supplemental. Indenture of Trust, dated as of 1,2005 (the."Supplemental Indenture"), is roade.and
<br />entered into by and between the City of Gem Lake, Minnesota,,! statutorycity and .a political subdivision ofthe State of Minnesota
<br />(the "City"), and U.S. Bank.Natioiial Association,.a national banking association with a.co►porate`trust office in Sainf.Paul,
<br />Minnesota,:hi trustee (together with any sttccessbrtrustee hereunder, the "Trustee')..
<br />RECITALS
<br />W H I R GAS,:the City and the Trustee entered into an Indenture of?rust, dated as of April 1, 2002 (the"Originai.hidenture"), relating
<br />to die issuance by the City of its: (i) Senior Housing Revenue Bonds (Boulders. Apartments Projects Series 2002A (the
<br />"Series 2002A [fonds"), in the original aggregate principal amountof$8,130,000;.(ii)Taxaole Senior Housing Revenue.Bonds
<br />(Bou ldert Apartments Project),. Series 2002B (the"Series 200213 Bonds"), in the original aggregate principal amount ofS.225,000;.
<br />iifit] (ii i) Subordinate Senior Housing. Revenue Note (Boulders Apartments Project), Series A.M. (tile ".Series2.002C Note"). in
<br />the original aggregate principal amount of $378,060 (collectively, the "Bonds".) -and
<br />WHEREAS, in order to, cure any ambiguity regarding the authorization for -the substitution. of Northcountry Cooperative
<br />Foundation, a .Mitnesota nonprofit corporation and 5.0I (c)(3) Organization (as-de6ned in tlie.Original Indenture) as the sole
<br />nicin ber o f Bou Ider Senior Living, LLC, a Minnesota limited liability company (tlie" ]3orrower"), tb6Bortower.lias requested that
<br />the definition of `'Sale.Meinber` setforth in the. Original Indenture. be modified and clarified as set -forth below, consistent with
<br />the prop isions of (i) the. I»te►•nal Revenue Code of.1:98b as.ameoded, with respect -to "qualified 501(t)(3) bonds"- and (ii) the
<br />amended definition of "Sole Member" set forth in'tbe First Amendment to Login Agreement, datod oil ot-Mer February 1,.2005
<br />(the"Ai iendinent to Loan AgreemenY7, betweetithe City and the BorrgWdraid-
<br />WHERFAS; the City and the Trustee have determined that the executionand delivery of the Supplemental. Indenture and
<br />Amendment to Loan Agreement.:are authorized by applicable.provisions ofthe Original Indenture without the consent of Bondholders
<br />(as cletined.in the -Original indenh►re);
<br />NOW- Tl iEREFORE,.in.consideration ofthe foregoingRecitaisandthe..terms and conditions set forth below, the parties hereto agree
<br />as 1,61loWs:
<br />Section 1. The definition of"Sole Member," set forth in Article I of the Origi►ial.Indenture is.. hereby amended.to read: as
<br />follows:
<br />"Sole Member" means T.A. Weduin Foundation, a Minnesota nonprofit corporation. and 501(c)(3) .Organ.iaation,. and
<br />Northcou►itry Cooperative' Foundation; a Minnesota nonprofit corporation and. 50.1(c)(3) organization.
<br />cSactiOn 1 The definition of -Subordinate Debt set forth in Article I of the Original indenture shall be..and is hereby
<br />amended to .read. as follows:
<br />-Subordinate Debt"'meansthe Note, the Ramsey County HRA loan in the original abgrebate.principal amount of $150;000
<br />and any Subordinate Additional Debt.
<br />Section 3. The definition of Subordinate.Additional Debt set forth in Article i of theOriginal .indenture shaI I be and is
<br />hereby amended to read as follows:
<br />"Subordinate Additional Debt means any debt incurred by -the Bor ow& (a) with the consent.era MajorRy of Holders that,
<br />so long- as any Senior Indebtedness is outstanding, is entitled ttx be paid solely on parity with the Note froth Net Revenues.
<br />,Available for :Subordinated Debt Service, or which. is subordihate-in right ofpayment.to the Note or any other Subordinated
<br />Additional Debt, or (b) is entitled to be paid solelyfro►ri fundsreleased to the Borrowerfro►n the Gein Lake Surplus Fund or the
<br />While Bear Lake Surplus Fund.
<br />SOc6617 4... Section of 13.07 of the Original indenture regarding. notices. and .other communications. to. the City; the
<br />lorrower; the Trustee, and others .is hereby amended. by adding a new paragraph to read as follows:
<br />A:li .r the substitution of Northcottntry Cooperative Foundation as Sole McRiber in place of J.A. Wedutn F6iindatioh,.ai1
<br />cumniunications.to the Borrower shall be made to ttte following. address:
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