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LOAN AGREEMENT
<br /> THIS LOAN AGREEMENT,made as of the 1 S`day of November,2001,between
<br /> the CITY OF ORONO, MINNESOTA, a Minnesota municipal corporation (the "City"), and
<br /> ORONO SENIOR HOUSING,LLC,a limited liability company organized under the laws ofthe
<br /> State of Minnesota (the "Borrower"), with capitalized terms in the Recitals below being used
<br /> with the meanings ascribed thereto in Section 1.01.
<br /> RECITALS:
<br /> WHEREAS,City is authorized pursuant to Minnesota Statutes,Chapter 462C,as
<br /> amended (the "Act"), to issue and sell revenue bonds and lend the proceeds thereof for the
<br /> purpose of financing multifamily housing developments; and
<br /> WHEREAS, the Borrower and Wedum Foundation, a nonprofit corporation
<br /> organized under the laws of the State of Minnesota and an organization described in Section
<br /> 501(c)(3) of the Internal Revenue Code of 1986, as amended(the "Sole Member"),which is the
<br /> sole corporate member of the Borrower, have requested that the City authorize the issuance of
<br /> revenue bonds under the Act to finance the acquisition, development, construction, and
<br /> equipping by the Borrower of a 62-unit senior housing development to be located in the City(the
<br /> "Project"); and
<br /> WHEREAS, at the request of the Borrower, pursuant to the Indenture, the City
<br /> is issuing$ in aggregate principal amount of its Senior Housing Revenue Bonds(Orono
<br /> Woods Apartment Project), Series 2001A(the "Series 2001A Bonds"), $ in aggregate
<br /> principal amount of its Senior Housing Revenue Bonds (Orono Woods Apartment Project),
<br /> Taxable Series 2001B (the "Series 2001B Bonds", and together with the Series 2001A Bonds,
<br /> the"Senior Bonds"),and$ in aggregate principal amount of its Senior Housing Revenue
<br /> Bonds(Orono Woods Apartment Project),Subordinate Series 2001 C(the"Subordinate Bonds",
<br /> and together with the Senior Bonds, the "Series 2001 Bonds" or the "Bonds"); and
<br /> WHEREAS, the City has agreed to loan the proceeds of the Series 2001 Bonds
<br /> to the Borrower pursuant to the terms of this Loan Agreement; and
<br /> WHEREAS, the proceeds of the loan will be applied to the following purposes:
<br /> (i) to finance the costs of acquiring, developing, constructing, equipping and financing the
<br /> Project, (ii)to fund the debt service reserve fund for the Senior Bonds, (iii)to pay certain costs
<br /> of issuing the Series 2001 Bonds,and(iv)to fund a portion of the interest accruing on the Series
<br /> 2001 Bonds during construction and lease-up of the Project; and
<br /> WHEREAS, simultaneously with the execution and delivery of this Loan
<br /> Agreement, the Borrower proposes to execute and deliver to the City (a) a Combination
<br /> Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Rents and
<br /> Leases, dated as of November 1, 2001 (the "Mortgage"), and the City intends to assign its
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