by this Indenture shall be sufficient for any purpose under this Indenture, the Loan Agreement or the Mortgage, when hand delivered or mailed by first class mail (except as otherwise provided in this Indenture) (with a copy to the other parties) at the following addresses (or such other address as may be provided by any party by written notice) and shall be deemed to be effective upon receipt:
A. To the Issuer City of Little Canada 515 Little Canada Road E Little Canada, MN 55117-1633 Attention: City Administrator
B. To the Borrower Presbyterian Homes Care Centers, Inc. 2845 Hamline Avenue North
Roseville, MN 55113
Attention: Chief Financial Officer
C. To the Trustee U.S. Bank National Association
60 Livingston Avenue 3rd Floor
EP-MN-WS3C St. Paul, MN 55107
Attention: Global Corporate Trust Services D. To the Original Purchaser Northland Securities, Inc.
45 South Seventh Street, Suite 2000 Minneapolis, MN 55402
Attention: Public Finance
IN WITNESS WHEREOF, the CITY OF LITTLE CANADA, MINNESOTA, by its Governing Body, has caused this Indenture to be signed in its name by its duly authorized officers and U.S. BANK NATIONAL ASSOCIATION, as Trustee, to evidence its acceptance of the trust hereby created, has caused this Indenture to be signed in its name by an authorized signatory of the Trustee, all as of the day and year first above written.
CITY OF LITTLE CANADA, MINNESOTA By____________________________________
Mayor
By____________________________________
City Administrator
[Signature page to Trust Indenture dated as of May 1, 2020,
U.S. BANK NATIONAL ASSOCIATION, Trustee
By
_____________________________________
Its Vice President
[Signature page to Trust Indenture dated as of May 1, 2020,
EXHIBIT A
Form of fully registered Series 2020 Bond UNITED STATES OF AMERICA
STATE OF MINNESOTA CITY OF LITTLE CANADA
Senior Housing and Health Care Facilities Revenue Bond (Langton Shores Project)
Series 2020
R-__ $________
Interest
Rate Maturity
Date of
Original Issuance CUSIP
_____% May 1, ____ May ____, 2020
REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT:
The City of Little Canada, a Minnesota municipality (the "Issuer"), for value received, hereby promises to pay, but solely from the sources hereinafter described, to the registered owner specified above or registered assigns, the principal amount set forth above on the maturity date specified above, upon the presentation and surrender hereof, and to pay to the registered owner hereof interest on such principal amount from such sources at the interest rate specified above from the date of original issue set forth above, or the most recent interest payment date to which interest has been paid or duly provided for as specified below, on May 1 and November1 of each year, commencing November 1, 2020, until said principal amount is paid. Principal and the redemption price is payable in lawful money of the United States of America at the office of U.S. Bank National Association, as Trustee under the Indenture hereinafter described or of its successor as Trustee. Interest shall be paid on each May 1 and November 1 interest payment date by check or draft mailed to the person in whose name this Bond is registered at the close of business on the fifteenth day of the preceding month (whether or not a business day) at the registered address of such owner as set forth on the registration records maintained by the Trustee; provided, however, that notwithstanding anything else set forth herein, so long as the Bonds of this series are in Book-Entry Form (as described in the Indenture referred to below), principal, premium, if any, and interest shall be paid in accordance with the requirements of the Depository Trust Company, New York, New York, as in effect from time to time. Any such interest not punctually paid or provided for will cease to be payable on such regular record dates and such defaulted interest may be paid to the person in whose name this Bond shall be registered at the close of business on a special record date for the payment of such defaulted interest established by the Trustee pursuant to the Indenture.
This Bond is issued pursuant to Minnesota Statutes, Chapter 462C and Sections 469.152 through 469.165, as amended (the "Act"), and in conformity with the provisions, restrictions and limitations thereof. This Bond does not constitute a charge against the general credit or properties or taxing powers of the Issuer and does not grant to the owner of this Bond any right to have the Issuer levy any taxes or appropriate any funds for the payment of the principal hereof or interest hereon, nor is this Bond a general obligation of the Issuer or the individual officers or agents thereof. This Bond and interest hereon are payable solely from the moneys received under the Loan Agreement or Mortgage or held by the Trustee in a fund or account appropriated to the payment of the Bonds of this series under the Indenture, all as hereinafter mentioned, including loan repayments to be made by Presbyterian Homes Care Centers, Inc., a Minnesota nonprofit corporation (the "Borrower").
This Bond is one of a duly authorized series of special, limited obligation Bonds of an aggregate principal amount of $46,340,000 in denominations of $5,000 or integral multiples thereof not exceeding the principal amount maturing in any year, and numbered from R-1 upwards, and of like tenor and effect except as to serial number, denomination, interest rate, maturity and right of prior redemption, all of which have been authorized by law to be issued and have been issued or are to be issued for the purpose of funding a loan from the Issuer to the Borrower in order to provide financing for the Project described in the Loan Agreement (herein called the "Loan Agreement") between the Issuer and the Borrower, dated as of May 1, 2020, and the Trust Indenture (the "Indenture") of even date with the Loan Agreement, duly executed and delivered by the Issuer to the Trustee. The Bonds of this series are equally and ratably secured by the Loan Agreement, the Indenture, and a[n Amended and Restated] Combination Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents of even date with the Indenture (the "Mortgage"), executed by the Borrower to the Trustee. Reference is hereby made to all such documents and any supplements thereto for a description and limitation of the property, revenues and funds pledged and appropriated to the payment of the Bonds, the nature and extent of the security thereby created, the conditions to the issuance of Additional Bonds, the rights of the owners of the Bonds, the rights, duties and immunities of the Trustee, and the rights, immunities and obligations of the Issuer thereunder. Certified copies of the Bond Resolution and executed counterparts of the Indenture, Loan Agreement, and Mortgage are on file at the office of the Trustee.
The Bonds of this series maturing after May 1, 2025, are subject to optional redemption and prepayment prior to the stated maturities thereof, at the direction of the Borrower, on May 1,
2025, and any business day thereafter, in whole or in part, and if in part in integral multiples of $5,000 and in such order of maturities as shall be selected by the Borrower and by random selection within a maturity, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption, plus accrued interest, plus a premium (expressed as a percentage of the principal amount of Bonds to be redeemed), as follows:
Redemption Date Premium May 1, 2025 to and including April 30, 2026 2.00%
May 1, 2026 to and including April 30, 2027 1.00% and thereafter without premium.
The Bonds of this series are subject to mandatory redemption through application of the Sinking Fund provided for in the Indenture, from Loan Repayments to be made by the Borrower at a redemption price equal to par plus accrued interest to the date of redemption.
The Bonds of this series are subject to extraordinary redemption, at the direction of the Borrower, on any business day, in whole or in part, and if in part in integral multiples of $5,000 and in such order of maturities as shall be selected by the Borrower and by random selection within a maturity, in certain events of damage to or destruction or condemnation of the Project Facilities, or change of law, as provided in Sections 4.07, 5.10 and 5.11 of the Loan Agreement, at a redemption price equal to par plus accrued interest.
The Bonds of this series are subject to mandatory redemption in the event of a Determination of Taxability, as defined in the Indenture. In the event of a Determination of Taxability, the Borrower is obligated to cause each of the Bonds of this series to be redeemed at a redemption price equal to par, plus accrued interest, plus a premium equal to 3.00% of the principal amount of the Bonds to be redeemed.
Subject to the provisions of the Book-Entry System described in the Indenture, notice of any such redemption shall be given to the registered owner of each such Bond by first class mail, addressed to such owner at its registered address, not earlier than sixty days nor later than thirty days prior to the date fixed for redemption and shall be published as may be required by law. Prior to the date fixed for redemption, funds shall be deposited with the Trustee sufficient to pay the Bonds called and accrued interest thereon, plus any premium required. Upon the happening of the above conditions, Bonds thus called shall not bear interest after the call date and, except for the purpose of payment, from the funds so deposited, shall no longer be protected by the Indenture.
This Bond is transferable, as provided in the Indenture, only upon the registration records kept at the office of the Trustee by the registered owner hereof in person or by his/her duly authorized attorney, upon surrender of this Bond for transfer at the office of the Trustee, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the registered owner hereof or his/her duly authorized attorney, and, upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, one or more fully registered Bonds of this series of the same principal amount and interest rate will be issued to the designated transferee or transferees.
The Bonds of this series are issuable only as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof not exceeding the principal amount maturing in any year. As provided in the Indenture and subject to certain limitations therein set
forth, the Bonds of this series are exchangeable for a like aggregate principal amount of Bonds of this series of a different authorized denomination, as requested by the registered owner or his/her duly authorized attorney upon surrender thereof to the Trustee.
In case an event of default as defined in the Indenture or Loan Agreement occurs, the principal of this Bond and all other Bonds outstanding may be declared or may become due and payable prior to the stated maturity hereof in the manner and with the effect and subject to the conditions provided in the Indenture, but no owner of any Bond shall have any right to enforce the provisions of the Indenture, Loan Agreement, or Mortgage, except as provided in the Indenture.
With the consent of the Issuer and Trustee and to the extent permitted by and as provided in the Indenture, the terms and provisions of the Indenture, Loan Agreement, and Mortgage, or of any instrument supplemental thereto, may be modified or altered by the assent or authority of the holders of at least 66 2/3% in aggregate principal amount of the Bonds then outstanding thereunder.
It is hereby certified and recited: that all acts, conditions and things required to be done precedent to and in the issuance of this Bond and the series of which it is a part have been properly done, have happened and have been performed in regular and due time, form and manner as required by law; and that this Bond and the series of which it is a part does not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation.
This Bond shall not be valid or become obligatory for any purpose until it shall have been authenticated by the execution of the certificate hereon endorsed by the Trustee under the Indenture.
IN WITNESS WHEREOF, City of Little Canada, Minnesota by its Governing Body, has caused this Bond to be executed in its name by the facsimile signatures of its duly authorized officers as of the Date of Original Issue specified above.
CITY OF LITTLE CANADA, MINNESOTA (facsimile)
Mayor
(facsimile) City Adminstrator
TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within mentioned Indenture. Date: ___________
U.S. BANK NATIONAL ASSOCIATION, Trustee
By:
Authorized Signature
_______________________________________________________________________ ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________________________________________________________ (Please Print or Typewrite Name and Address of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated: __________________
__________________________________ ___________________________________ Signature(s) must be guaranteed by a financial
institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signature Program ("MSP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever.
The Trustee will not effect a transfer of this Bond unless the information concerning the transferee requested below is provided.
Name and Address: ___________________________________ ___________________________________ ___________________________________ (Include information for all joint owners if the Bond is held by joint account)
Insert social security or other identifying number of Transferee
EXHIBIT B DRAW REQUEST To: U.S. Bank National Association, as trustee
1. The undersigned Authorized Borrower Representative (the "Authorized Borrower Representative") of Presbyterian Homes Care Centers, Inc., a Minnesota nonprofit corporation (the "Borrower") hereby authorizes and requests the above-referenced trustee (the "Trustee") to disburse $______________ from the [2018][2020] [Project Account] [Cost of Issuance Account] held by the Trustee, pursuant to the Trust Indenture dated as of May 1, 2020, (the "Indenture"), between the City of Little Canada, Minnesota (the "Issuer") to the Trustee, to the disbursing agent in order for the disbursing agent to (i) reimburse the Borrower for certain expenditures with respect to the 2020 Project, from the 2020 Project Account only, paid by the Borrower prior to the issuance of the Series 2020 Bonds described in the Indenture (the "Bonds") pursuant to the Indenture, or (ii) pay designated parties for expenditures by the Borrower paid after the issuance of the Bonds, all as more specifically described in the attachments hereto. The disbursing agent shall pay such amounts in accordance with the provisions of the Disbursing Agreement (as defined in the Trust Indenture).
2. The Authorized Borrower Representative further certifies, pursuant to
Section 4.04 of the Indenture, that (i) none of the items for which reimbursement or payment is sought has formed the basis for any payment heretofore made from the Project Fund, and
(ii) each item for which reimbursement or payment is sought is or was necessary in connection with the Project.
Answer Items 3 And 4 Only If Applying For Reimbursement Of Expenditures Paid Before Bond Closing.
3. With respect to reimbursement of expenditures related to the 2020 Project incurred and paid prior to the issuance of the Bonds, the Authorized Borrower Representative further certifies, pursuant to Section 1.150-2 (the "Regulations") of the Income Tax Regulations under the Internal Revenue Code of 1986, as amended (the "Code"), that:
(a) De minimis Expenditures. The expenditure for which reimbursement is hereby sought is/is not (circle one) a de minimis expenditure as defined and within the permitted limit
described in paragraph (f)(1) of the Regulations (lesser of $100,000 or 5% of the proceeds).
(b) Preliminary Expenditures. The expenditure for which reimbursement is hereby sought is/is not (circle one) a Preliminary Expenditure (as defined and within the permitted limit
described in paragraph (f)(2) of the Regulations).
If the expenditure is described under (a) or (b), go to question 4 below.
(c) Declaration of Official Intent. The expenditure for which reimbursement is hereby sought is not described under (a) or (b) above. On _______________, a date no later than 60 days after payment of the expenditure for which reimbursement is hereby sought, the Borrower made a written declaration of official intent, stating that: (i) the Borrower reasonably
expects to reimburse the expenditure with the Bond proceeds; (ii) a general description of the project for which reimbursement is sought or an identification by name and functional purpose of the fund or account from which the expenditure is to be paid; and (iii) the maximum principal amount of Bonds expected to be issued for the project.
(d) Reimbursement Period. The reimbursement is being sought for an expenditure which has already been paid and such reimbursement would be on or before the later of eighteen months after:
(i) the expenditure was paid; or
(ii) the date the property was placed in service or abandoned, but in no event more than three years after the expenditure was paid.
(e) Capital Expenditure. The reimbursed expenditure is for a "capital expenditure" as
defined in Section 1.150-2(d)(3) of the Code.
4. The Authorized Borrower Representative hereby requests reimbursement for an expenditure related to the 2020 Project which meets the requirements of (i) paragraph 3(d) and (e) above, and (ii) one of the following [check one or provide specific information for multiple items on an attachment]: (a) _____ de minimis expenditures (b) ____ preliminary expenditures (c) ____ declaration of official intent
5. The undersigned further certifies that this statement and all exhibits and attachments hereto, and documents furnished in connection herewith, shall be conclusive evidence of the facts and statements set forth herein and shall constitute full warrant, protection and authority to the Trustee for its actions taken pursuant hereto, and that this statement constitutes the approval of the Borrower of each disbursement hereby requested and authorized.
6. The undersigned further certifies that the item or items to be paid herewith have not formed the basis for any prior requests for disbursement from the Cost of Issuance Account submitted to the Trustee by the Borrower.
7. All terms used in this Draw Request whose initial letter is capitalized but is not required to be capitalized by proper rules of grammar shall have the meanings assigned to such