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First Draft
<br />December _, 2015
<br />COOPERATIVE AGREEMENT
<br />THIS COOPERATIVE AGREEMENT, dated as of January 1, 2016 (the "Cooperative
<br />Agreement"), is made and entered into by and between the CITY OF NEW BRIGHTON, MINNESOTA,
<br />a statutory city and political subdivision of the State of Minnesota, as a host city (the "City of New
<br />Brighton"), the CITY OF RED WING, MINNESOTA, a home rule charter city and political subdivision
<br />of the State of Minnesota, as a host city (the "City of Red Wing," and together with the City of New
<br />Brighton, the "Host Cities"), and the CITY OF LAUDERDALE, MINNESOTA, a statutory city and
<br />political subdivision of the State of Minnesota (the "City of Lauderdale" or the "Issuer City").
<br />RECITALS
<br />WHEREAS, at the request of Benedictine Health System, a Minnesota nonprofit corporation (the
<br />"Obligated Group Agent"), in its capacity as agent of the "Obligated Group" consisting of St. Gertrude's
<br />Health Center, a Minnesota nonprofit corporation, City of Lakes Care Center, a Minnesota nonprofit
<br />corporation, Steeple Pointe Senior Living Community, a Minnesota nonprofit corporation, and
<br />Benedictine Care Centers, a Minnesota nonprofit corporation ("BCC"), it has been proposed that the
<br />Issuer City issue one or more series of revenue obligations to redeem and prepay the following issues
<br />referred to herein collectively as the "Prior Obligations": (i) the Health Care Revenue Bonds (Benedictine
<br />Care Centers Project), Series 1999 (the "Series 1999 Bonds"), issued by the Minnesota Agricultural and
<br />Economic Development Board (the "Board") on March 18, 1999, in the original aggregate principal
<br />amount of $12,630,000; (ii) the Health Facility Revenue Notes (Benedictine Care Centers Project), Series
<br />1999 (the "Series 1999 Notes"), issued by the Board in three subseries in the amounts of $1,090,600 on
<br />March 18, 1999, $1,425,150 on March 18, 1999, and $1,425,150 on May 10, 1999; and (iii) the Health
<br />Care Revenue Bonds (Benedictine Care Centers Project), Series 2005A (the "Series 2005A Bonds"),
<br />issued by the Board on March 16, 2005, in the original aggregate principal amount of $7,375,000; and
<br />WHEREAS, a portion of the proceeds of the Series 1999 Bonds were loaned to BCC to finance a
<br />portion of the acquisition, construction, renovation, and equipping of the following facilities owned and
<br />operated by BCC (collectively, the "Facilities"): (i) a 65 -bed nursing home known as St. Isidore Health
<br />Center of Greenwood Prairie located at 800 Second Avenue NW in Plainview, Minnesota ("St. Isidore");
<br />(ii) a 105 -bed nursing home known as Benedictine Health Center at Innsbruck located at 1101 Black Oak
<br />Drive in New Brighton, Minnesota ("Benedictine Health Center"); (iii) a 51 -unit assisted living facility
<br />and a 65 -bed nursing home known as St. Brigid's at Hi Park located at 213 Pioneer Road in Red Wing,
<br />Minnesota ("St. Brigid's"); (iv) a 124 -bed nursing home known as St. Eligius Health Center located at
<br />7700 Grand Avenue in Duluth, Minnesota ("St. Eligius"); and (v) a 36 -unit assisted living facility known
<br />as Green Prairie Place located at 810 Second Avenue NW in Plainview, Minnesota ("Green Prairie"); and
<br />WHEREAS, a portion of the proceeds of the Series 1999 Notes were loaned to BCC to finance a
<br />portion of the acquisition, construction, renovation, and equipping of the Facilities; and
<br />WHEREAS, a portion of the proceeds of the Series 2005A Bonds were loaned to BCC to finance
<br />the construction, renovation, and equipping of improvements to St. Isidore, Benedictine Health Center,
<br />and St. Eligius; and
<br />470106v] JAE LAI 35-30
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