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<br />WHEREAS, the Issuer proposes to undertake said facili-
<br />ties as a project authorized under the Act and to finance
<br />the cost thereof by the issuance of revenue bonds of the
<br />Issuer under the Indenture (as hereinafter defined); and
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<br />WHEREAS, the Issuer proposes to enter into a Trust In-
<br />aenture, dated as of December 1, 1984 (the "Indenture"),
<br />wi th The Bank of New York, in New York, New York ( the
<br />"Trustee"), to provide, among other things, for the issuance
<br />by the City of New Brighton, Minnesota, of its Variable Rate
<br />Demand Industrial Development Revenue Bonds (Unicare Homes,
<br />Inc. Project) Series 1984, dated as of the date of delivery
<br />thereof, in the aggregate pr incipal amount of $5,500,000
<br />(the "Bonds"), and the Issuer and the Borrower have proposed
<br />to enter into a Loan Agreement, dated as of December 1, 1984
<br />(the "Agreement"), so as to, among other things, loan the
<br />proceeds of the Bonds to the Borrower to be used to acquire,
<br />construct and install the Project, and the Borrower and the
<br />Trustee have proposed to enter into a Mortgage and Security
<br />Agreement, dated as of December 1, 1984 (the "Mortgage"), so
<br />as to secure the performance of the Borrower's obligations
<br />under the Agreement, and the Guarantor (as defined in the
<br />Indenture) has proposed to execute and deliver to the
<br />Trustee a Guaranty Agreement, dated as of December 1, 1984
<br />(the "Guaranty"), pursuant to which the Guarantor shall
<br />guarantee the full and prompt payment of the principal of,
<br />interest and premium, if any, on the Bonds, and the Borrower
<br />proposes to obtain an Irrevocable Letter of Credi t from
<br />Banque Par ibas, Chicago Branch, to secure the Bonds; and
<br />copies of the proposed Agreement, Indenture, Mortgage and
<br />Guaranty have been placed on file in the office of the City
<br />Manager; and
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<br />WHEREAS, the Bonds issued under the Indenture will be
<br />secured by a pledge and assignment of the loan repayments to
<br />be paid to the Issuer by the Borrower as required by the
<br />Agreement (the "Loan Repayments") and other revenues derived
<br />by the Issuer from the Mortgaged Property and the Issuer's
<br />rights (except certain rights as to indemnification and
<br />reimbursement of expenses) under the Agreement and the Mort-
<br />gaged Property under the Mortgage (the "Mortgaged Prop-
<br />erty"), and the Bonds shall be further secured by an Irre-
<br />vocable Letter of Credit issued by Banque paribas, Chicago
<br />Branch, and the principal of, premium, if any, and interest
<br />on the Bonds shall be payable solely from the revenues
<br />pledged therefor, and the Bonds shall not constitute a debt
<br />of the Issuer wi thin the meaning of any consti tutional or.
<br />statutory limitation nor shall constitute or give rise to a
<br />pecuniary liabili ty of the Issuer or a charge against the
<br />Issuer's general credit or taxing powers and shall not con-
<br />stitute a charge, lien or encumbrance, legal or equitable,
<br />upon any property of the Issuer other than its interest in
<br />the Project; and
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