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Resolution No. 10514 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF HOUSING REVENUE REFUNDING BONDS, (EAGLECREST PROJECT), SERIES 2007 TO PROVIDE FUNDS FOR A SENIOR MULTIFAMILY HOUSING PROJECT BE IT RESOLVED by the City Council of the City of Roseville, Minnesota (the "Issuer"), as follows: 1. Authority. The Issuer is, by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 462C, as amended (the "Act"), authorized to issue and sell its revenue bonds for the purpose of financing or refinancing the cost of multifamily housing facilities for the elderly and to enter into agreements necessary or convenient in the exercise of the powers granted by the Act. 2. Authorization ofProiect: Documents Presented. EagleCrest Senior Housing, LLC (the "Borrower"), a Minnesota limited liability company, whose sole member is PHS/ EagleCrest, Inc., a Minnesota nonprofit corporation, has proposed to this Council that the Issuer issue and sell its approximately $23,900,000 Senior Housing Revenue Refunding Bonds (EagleCrest Project), Series 2007 (the "Bonds"), in substantially the form set forth in the Indenture (as hereafter defined) pursuant to the Act and loan the proceeds thereof to the Borrower, in order to provide for the refunding and redemption of the outstanding principal balance of the Issuer's $26,545,000 Housing Facilities Revenue Refunding Bonds, Series 1998 (College Properties, Inc. Project) (the "Prior Bonds"). Forms of the following documents relating to the Bonds have been submitted to the Issuer, all of which are dated as of the first day of the month in which the Bonds are issued, unless otherwise indicated: (a) The Amended and Restated Loan Agreement (the "Loan Agreement") between the Issuer and the Borrower, whereby the Issuer agrees to make a loan of the proceeds of sale of the Bonds to the Borrower and pursuant to which agreement the Borrower agrees to refund and redeem the Prior Bonds and to pay amounts in repayment of the loan sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bonds; and (b) The Indenture of Trust (the "Indenture") between the Issuer and U.S. Bank National Association, as trustee (the "Trustee"), authorizing the issuance of the Bonds and pledging certain revenues, including those to be derived from the Loan Agreement, as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; and (c) The Amended and Restated Mortgage Agreement between the Borrower, as mortgagor, and the Trustee, as mortgagee, granting to the Trustee a first mortgage lien on and security interest in the Project as security for repayment of the Bonds, (this document not executed by the Issuer); and (d) The Bond Purchase Agreement (the "Bond Purchase Agreement"), among Piper Jaffray & Co. (the "Underwriter"), the Borrower and the Issuer, providing for the purchase of the Bonds from the Issuer by the Underwriter and setting forth the terms and conditions of purchase; and 2035105vl 2