Resolution - 23-18: PHS/Chanhassen Refunding Note EXTRACT OF MINUTES OF MEETING
OF THE CITY COUNCIL OF THE
CITY OF SPRING PARK, MINNESOTA
HELD: September 18, 2023
Pursuant to due call and notice thereof, a meeting of the City Council of the City of Spring
Park, Hennepin County, Minnesota, was duly called and held at the City Hall in the City on
September 18, 2023, at 6:30 p.m.
The following members were present: Rockvam, Chase, Hoffman, Horton, Sippel
and the following were absent: none
Council Member Chase made a motion, seconded by Council Member Horton, to approve
the following resolution and moved its adoption:
RESOLUTION NO. #23-18
RESOLUTION AUTHORIZING THE ISSUANCE AND
DELIVERY OF AN ALLONGE TO THE CITY OF SPRING PARK'S
SENIOR HOUSING REVENUE REFUNDING NOTE, SERIES 2013C
(PHS/CHANHASSEN, INC. PROJECT)
BE IT RESOLVED, by the City Council of the City of Spring Park, Hennepin County,
Minnesota(the "Issuer"), as follows:
Section 1. Findings.
A. Pursuant to the provisions of Minnesota Statutes, Chapter 462C, as amended, and
a resolution of the Issuer adopted on October 7, 2013, the Issuer previously issued its Senior
Housing Revenue Refunding Note, Series 2013C (PHS/Chanhassen, Inc. Project), dated
November 19, 2013 (the "2013 Note"), in favor of Northeast Bank, a Minnesota state banking
corporation (the "Lender"), in the original principal amount of$6,750,000.
B. Pursuant to a Loan Agreement dated as of November 19, 2013 (the "2013 Loan
Agreement"), between the Issuer and PHS/Chanhassen, Inc., a Minnesota nonprofit corporation
(the"Borrower"),the Issuer loaned the proceeds of the 2013 Note to the Borrower for the purpose
of refinancing, in part, the acquisition, construction, and equipping of a 161-unit senior housing
and assisted living facility located at 545 Lake Drive in the City of Chanhassen, Minnesota (the
"Project"), and the Borrower agreed to repay the 2013 Note upon the terms set forth in the 2013
Note.
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C. Pursuant to a Pledge Agreement, dated as of November 19, 2013 (the"2013 Pledge
Agreement"), between the Issuer and the Lender, the Issuer pledged and assigned to the Lender a
security interest in all of Issuer's right,title and interest in and to the 2013 Loan Agreement,except
for certain rights of indemnification and reimbursement for certain costs and expenses.
D. The Issuer has been advised by the Lender that the 2013 Note is currently owned
by the Lender and that the interest rate on the 2013 Note is currently a variable rate to be adjusted
on November 19, 2023, and November 19, 2028, to a rate per annum equal to 67% of the sum of
the then current LIBOR swap rate for five year obligations, as further described in the 2013 Note
(the "Current Index"), plus 275 basis points (the "Adjusted Rate"); provided, however,that on the
date of adjustment,the Adjusted Rate must not be adjusted by more than 200 basis points from the
previous interest rate, and that the Adjusted Rate must never be less than 2.85% nor more than
6.00%.
E. As a result of the discontinuation of the Current Index on June 30,2023,the Lender
and Borrower have agreed to modify the terms of the 2013 Note pursuant to an Allonge to Note
substantially in the form attached hereto as Exhibit A (the "Allonge"), in order to (i) replace the
Current Index used to calculate the interest rate on the 2013 Note with 1 Month Term SOFR, as
further described in the Allonge (the "Replacement Index"), and (ii) make corresponding
adjustments to the spread used to calculate the Adjusted Rate (as defined in the 2013 Note).
F. The Lender has advised the Issuer that the Adjusted Rate as defined in the Allonge
to Note is a rate comparable to the Adjusted Rate as defined in the 2013 Note.
Section 2. Authorization
A. The Issuer approves the terms of the Allonge in substantially the form attached
hereto as Exhibit A, subject to modifications as approved by Taft Stettinius & Hollister LLP as
bond counsel to the Issuer, the Mayor and the City Administrator, provided that delivery of the
Allonge shall be conclusive evidence of approval.
B. The Mayor and the City Administrator are authorized and directed to execute and
deliver the Allonge and any other related documents necessary to evidence the modifications
agreed to by Borrower and Lender and/or necessary, in the opinion of Taft Stettinius & Hollister
LLP as bond counsel to the Issuer, to maintain the tax exempt status of interest on the 2013 Note,
all as approved as to form and substance by bond counsel. All prior actions of the Mayor and the
City Administrator taken with regard to the Allonge are ratified and approved.
Section 3. Delivery. Delivery of the Allonge shall be made at a place mutually
satisfactory to the Issuer, the Lender, and the Borrower. The Allonge, when prepared in
accordance with this Resolution and executed, shall be delivered by or under the direction of the
City Administrator to the Lender in exchange for the execution and delivery of the Allonge by the
Lender and the Borrower.
Section 4. Effect of Resolution. Except as amended or modified by the Allonge, all
terms and conditions of the 2013 Note remain in full force and effect.
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Adopted: September 18, 2023 r
Its: Mayor
ATTEST:
By:
It : i Clerk
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Exhibit A
ALLONGE TO NOTE
This Allonge to Note is dated and effective as of VZ5 2023 (the "Effective
Date"),and is attached to and made a part of that certain Senior Housing Revenue Refunding Note,
Series 2013C (PHS/Chanhassen, Inc. Project), dated November 19, 2013 (the "Note"), issued by
the City of Spring Park, Minnesota, a municipal corporation and political subdivision of the State
of Minnesota(the"Issuer"),in the original principal amount of$6,750,000.00 in favor of Northeast
Bank, a Minnesota state banking corporation ("Lender"), for the benefit of PHS/Chanhassen, Inc.,
a Minnesota nonprofit corporation (the "Borrower").
1. Due to the unavailability of the LIBOR swap rate for five year obligations (as
described in the Note) after June 30, 2023, and as contemplated by the terms of the Note in the
event of such unavailability, paragraph 2 of the Note is hereby deleted and replaced in its entirety
with the following:
642. On November 19,2018,November 19,2023,and November 19,2028 (each
an "Adjustment Date"), the interest rate on this Note will be adjusted to a rate per annum
equal to, (i) for each Adjustment Date occurring on or before June 30, 2023, 67% of the
sum of the then current LIBOR swap rate for five year obligations(as such rate is published
by the Federal Reserve in its Federal Reserve Statistical Release Document No.H.15(519),
"Selected Interest Rates," or such equivalent successor publication as selected by the
Lender) plus 275 basis points (the "Adjusted LIBOR Rate") or, (ii) for each Adjustment
Date occurring after June 30, 2023, 67% of the sum of the then current 1 Month Term
SOFR Rate (as defined below), plus 283 basis points (the "Adjusted SOFR Rate" and,
together with the Adjusted LIBOR Rate,the "Adjusted Rate"); provided, however,that on
any Adjustment Date the applicable Adjusted Rate shall not be adjusted by more than 200
basis points from the previous interest rate, and that the Adjusted Rate shall never be less
than 2.85% nor more than 6.00%. All such adjustments to the interest rate shall be made
and become effective as of the applicable Adjustment Date and the interest rate as adjusted
shall remain in effect through and including the day immediately preceding the next
Adjustment Date or August 1, 2033 (the "Final Maturity Date"), as applicable.
As used herein, "1 Month Term SOFR Rate" means the 1 Month Term
SOFR rate for five year obligations published by Wells Fargo in its Wells Fargo,
Interest Rate Risk Management, Daily Rate Update, Source by Wells Fargo
Securities (the "WF Release Document"). The "1 Month Term SOFR rate for five
year obligations"will be determined by the Lender using the intersection of the 1 M
Term SOFR and Bullet that corresponds to a 5 year rate term. In the event the WF
Release Document becomes unavailable or no longer publishes the applicable rate,
or the Lender elects to change publications as may be permitted hereunder, the
Lender reserves the right to select an alternative, but equivalent, successor
publication or source, in its sole discretion.
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Upon an Event of Default as defined in the Loan Agreement (hereinafter defined),
the interest rate shall be adjusted by an increase of 400 basis points (the "Default Rate")
until such time as the Event of Default has been cured."
2. All other terms and conditions of the Note are acknowledged and confirmed, and
no other modification or amendment is made to the Note except as set forth in this Allonge.
3. This Allonge may be signed in counterparts which, taken together, will form one
original.
4. The Loan Agreement is deemed amended to the extent necessary to reflect the
amendments made to the Note by this Allonge.
(signature pages to follow)
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(signature page to Allonge)
IN WITNESS WHEREOF, the undersigned representatives of the Issuer, the Lender, and
the Borrower have executed this Allonge to Note as of the Effective Date.
ISSUER: CITY OF SPRIN PARK, MINNESOTA
By:
It ayor
By:
Its City Administrator
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(signature page to Allonge)
Agreed to and accepted as of the Effective Date.
LENDER: NORTHEAST BANK
By
Its
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(signature page to Allonge)
Agreed to and accepted as of the Effective Date.
BORROWER: PHS/CHANHASSEN, INC.
By
Its
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STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF SPRING PARK
I, the undersigned, being the duly qualified and acting City Clerk of the City of Spring
Park,Minnesota, DO HEREBY CERTIFY that I have carefully compared the foregoing extract of
minutes with the original minutes of a meeting of the City Council of the City held on the date
therein indicated, which are on file and of record in my office, and the same is a full, true and
complete transcript therefrom insofar as the same relates to a Resolution Authorizing the Issuance
and Delivery of an Allonge to the City of Spring Park's Senior Housing Revenue Refunding Note,
Series 2013C (PHS/Chanhassen, Inc. Project).
WITNESS my hand as the City Clerk of the City of Spring Park, Minnesota on
• , 2023.
y Clerk
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