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RESOLUTION No. 10032 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF UP TO $8,950,000 VARIABLE RATE DEMAND HEALTH CARE REVENUE REFUNDING BONDS (PRESBYTERIAN HOMES CARE CENTERS, INC. PROJECT) SERIES 2002 TO PROVIDE FUNDS FOR REFINANCING A HEALTH CARE FACILITIES PROJECT BE IT RESOLVED by the City Council of the City of Roseville, Minnesota (the "City"), as follows: 1. Authority. The City is, by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.152 through 469.1651, as amended (the "Act"), authorized to issue and sell its revenue bonds for the purpose of financing or refinancing the cost of health care facilities and to enter into agreements necessary or convenient in the exercise of the powers granted by the Act. 2. Authorization of Proiect: Documents Presented. Presbyterian Homes Care Centers, Inc., a Minnesota nonprofit corporation (the "Corporation"), has proposed to this Council that the City issue and sell up to $8,950,000 of its Variable Rate Demand Health Care Revenue Refunding Bonds (Presbyterian Homes Care Centers, Inc. Project), Series 2002 (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 Corporation, in order to provide funds to be used with available funds of the Company, to (i) refund the outstanding principal balance of the City's $8,525,000 Health Care Facilities Revenue Bonds, Series 1997 (Presbyterian Homes Care Centers, Inc. Project) (the "Prior Bonds") (ii) finance certain costs of issuance of the Bonds; and (iii) finance certain costs relating to the Company's nursing facility located at 1910 County Road D in the City (the "Project"). Forms of the following documents relating to the Bonds have been submitted to the City, all of which are dated as of September 1, 2002, unless otherwise indicated: (a) The Loan Agreement (the "Loan Agreement") between the City and the Corporation, whereby the City agrees to make a loan to the Corporation of the gross proceeds of sale of the Bonds and pursuant to which agreement the Corporation agrees to undertake and complete the Project 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; (b) The Indenture of Trust (the "Indenture") between the City and U.S. Bank National Association, as trustee (the "Bond Trustee"), authorizing the issuance of 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; (c) The endorsement (the "Endorsement") to the Series 2002 Master Note issued by the Corporation in favor of the City to be endorsed to the Bond Trustee evidencing the Company's obligation to make all payments required under the Bonds; 1432633v2