2012_0910_Packet as amended - Laserfiche WebLink

Home

Attachment D City of Roseville, Minnesota First Amendment to Health Care Facilities Revenue Note, Series 2006 (Wingspan Project) GENERAL AND NONARBITRAGE CERTIFICATE The undersigned Mayor and City Manager of the City of Roseville, Minnesota, a municipal corporation under the Constitution and laws of the State of Minnesota(the "City"), acting for the City, do hereby certify and request as follows: 1.Introduction. This Certificate relates to the amendment to the City’s $1,100,000 Health Care Facilities Revenue Note, Series 2006 (Wingspan Project) (the "Note"), dated July 31, 2006, originally sold to Anchor Bank Heritage, N.A., now known as Anchor Bank, N.A., in Arden Hills, Minnesota (the "Lender"). The proceeds of the Note were loaned to Wingspan Life Resources, a Minnesota nonprofit corporation (the "Borrower") to finance or refinance (i) the acquisition and equipping of a four-bed facility located at 85 West Congress Street and a 6-bed facility located at 2134 Marshall Avenue in Saint Paul, Minnesota, including related vehicles and furnishings (the "Saint Paul Project"), (ii) the acquisition and renovation of a 6-bed facility located at 2209 West 91-1/2 Street in Bloomington, Minnesota, including related vehicles and furnishings (the "Bloomington Project"), and (iii) the improvement and equipping of a 4-bed facility located at 2949 Woodbridge Street in Roseville, Minnesota, including related vehicles and furnishings (the "Roseville Project", and together with the Bloomington Project and the Saint Paul Project, the "Project"), which facilities are owned and operated by the Borrower . 2.The Note. The City loaned the proceeds of the Note to the Borrower pursuant to a Loan Agreement, dated July 31, 2006 (the "Loan Agreement") between the City and the Borrower, and the Borrower agreed to repay the Note in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Note. The Note was issued pursuant to a resolution adopted by the City on June 12, 2006 (the "Final Resolution"). To secure payment of the Note, the City and the Lender entered into a Pledge Agreement dated as of July 31, 2006 (the "Pledge Agreement"). 3.The Amendment. The Lender and the Borrower have informed the City that they have agreed to certain changes in the terms of the Note and have requested that the City enter into a First Amendment to Health Care Facilities Revenue Note, Series 2006 (Wingspan Project) (the “Note Amendment”) and a First Amendment to Loan Agreement (the “Loan Agreement Amendment”). The Note Amendment will be issued pursuant to a resolution adopted by the City on September 10, 2012 (the “Amendment Resolution”). 4.Terms; Headings. All terms capitalized but not otherwise defined herein shall have the meanings given such terms in the Final Resolution, the Amendment Resolution, and the Loan Agreement. Paragraph headings herein are for convenience of reference only, and are not a part hereof. 4914665v1