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FIRST AMENDMENT TO <br />LOAN AGREEMENT <br />THIS FIRST AMENDMENT TO LOAN AGREEMENT is dated September 17, 2012 <br />(this "Agreement"), between the CITY OF ROSEVILLE, MINNESOTA (the "Issuer"), a <br />political subdivision of the State of Minnesota, and WINGSPAN LIFE RESOURCES (the <br />"Borrower"), a Minnesota nonprofit corporation. <br />WHEREAS, the Issuer has heretofore issued its Health Care Facilities Revenue Note, <br />Series 2006 (Wingspan Project) (the “Series 2006 Note”) pursuant to a resolution of the Issuer <br />adopted on June 12, 2006 (the “Note Resolution”); and <br />WHEREAS, pursuant to a Loan Agreement (the “Loan Agreement”) dated July 31, 2006 <br />between the Issuer and Wingspan Life Resources, a Minnesota nonprofit corporation (the <br />“Borrower”), the Borrower agreed to repay the Note in specified amounts and at specified times <br />sufficient to pay in full when due the principal of, premium, if any, and interest on the Series <br />2006 Note; and <br />WHEREAS, pursuant to a Pledge Agreement (the “Pledge Agreement”) dated <br />July 31, 2006 between the Issuer and the Lender, the Issuer pledged and granted a security <br />interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for <br />certain rights of indemnification and to reimbursement for certain costs and expenses); and <br />WHEREAS, the Lender and the Borrower have informed the Issuer that they have agreed <br />to certain changes in the terms of the Series 2006 Note; and <br />WHEREAS, pursuant to a resolution of the Issuer adopted on September 10, 2012 (the <br />“Resolution”), the Issuer has agreed to the requested changes to the terms of the Series 2006 <br />Note; and <br />WHEREAS, the parties hereto wish to amend the Loan Agreement to reflect the certain <br />amendments as set forth herein. <br />NOW, THEREFORE, in consideration of $1.00 and other good and valuable <br />consideration and the premises contained herein, the parties hereto agree as follows: <br />1.Capitalized terms not otherwise defined herein shall have the meanings given <br />such terms in the Note Resolution or Loan Agreement. <br />2.The name of the Lender in the Loan Agreement is hereby amended to read <br />“Anchor Bank, N.A.” in all instances where it may appear. <br />4914738v3 <br /> <br />