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HomeMy WebLinkAboutContract 20492049 BOND PURCHASE AGREEMENT among CITY OF COLUMBIA HEIGHTS, MINNESOTA ("Issuer") CREST VIEW CORPORATION ("Company"} and PIPER JAFFRAY & CO. ("Underwriter") $20,070,000 City of Columbia Heights, Minnesota Multifamily and Health Care Facilities Revenue Refunding Bonds (Crest View Corporation Projects) Series 2007A $600,000 City of Columbia Heights, Minnesota Taxable Multifamily and Health Care Facilities Revenue Refunding Bonds (Crest View Corporation Projects) Series 2007B July 12, 2007 BOND PURCHASE AGREEMENT Dated. as of July 12, 2007 City of Columbia Heights, Minnesota Crest View Corporation Piper Jaffray & Co. (the "Underwriter") hereby offers to purchase, upon the terms and conditions hereinafter specified, the bonds specified on the cover page hereof (the "Series 2007A Bonds" and "Series 2007B Bonds," respectively, and collectively, the "Bonds"), being issued by the City of Columbia Heights, Minnesota (the "Issuer"), under and pursuant to an Indenture of Trust, dated as of July 1, 2007 (the "Indenture"), between the Issuer and Wells Fargo Bank, National Association, as trustee (the "Trustee"). If and when accepted by each of you, this document shall constitute our Bond Purchase Agreement (the "Bond Purchase Agreement"). All terms not defined in this Bond Purchase Agreement shall have the meanings set forth in the Indenture. It is our understanding that the Bonds are being issued by the Issuer under the authority of Minnesota Statutes, Chapter 462C, as amended (the "Act"), and are secured by the Indenture. The proceeds from the sale of the Bonds will be loaned to Crest View Corporation (the "Company") pursuant to a Loan Agreement, dated as of July 1, 2007 (the "Agreement") and used to refinance and finance improvements to the Facilities (as defined in the Indenture). The Bonds have been offered by the Underwriter for sale as described in the Preliminary Official Statement, dated as of June 25, 2007 (the "Preliminary Official Statement"). The Issuer and the Company hereby approve distribution of the Preliminary Official Statement and the final Official Statement with respect to the Bonds to be dated on or around July 16, 2007 (the "Official Statement"), and consent to their use by the Underwriter in connection with offers and sales of the Bonds. The Bonds will be sold by the Underwriter at the prices and with the terms as described an Schedule A hereto and in the Official Statement. 1. Representations and Covenants of the Issuer. The Issuer hereby represents and warrants to the Underwriter that: (a) The Issuer is a duly organized and validly existing municipal corporation and political subdivision under the laws of the State of Minnesota and is issuing the Bonds to refinance and finance improvements to the Facilities pursuant to the Act. (b) The Issuer has duly authorized and approved the issuance and sale of the Bonds pursuant to the Indenture and this Bond Purchase Agreement, and the execution and delivery of this Bond Purchase Agreement and the documents to which it is a party. (c) To the best of the Issuer's knowledge, the execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture, the Agreement, and the other agreements contemplated hereby, and compliance with the provisions thereof, will not conflict with or result in a breach of any of the terms and provisions of, or constitute a default under, any agreement, indenture, mortgage, lease, or other instrument to which the Issuer is subject or by which it is or may be bound. (d) To the best of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, or investigation at law or in equity before or by any court, public board, or body pending to which the Issuer is a party or, to the knowledge of the Issuer, threatened against or affecting the Issuer (or any basis therefor) wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Bonds, the Indenture, the Agreement, this Bond Purchase Agreement, or the transactions contemplated thereby, or the exclusion of interest on the Series 2007A Bonds from gross income for purposes of Federal income taxation. (e) The Issuer shall not take or omit to take, as is appropriate, any action, the taking or omission of which would adversely affect the exclusion of interest on the Series 2007A Bonds from gross income for purposes of Federal income taxation, provided, however, that the Issuer shall be entitled to rely on the advice of bond counsel in such matters. (~ The Issuer has consented to the distribution of the Preliminary Official Statement and Official Statement, but has not participated in the preparation of such documents, made any independent investigation or review of the same, or approved such documents, or information contained therein, and asstunes no responsibility for the sufficiency, accuracy or completeness of such documents. 2. Representations and Covenants of the Company. The Company hereby represents and warrants to the Underwriter and the Issuer that: (a) The Company is a nonprofit corporation duly organized and validly existing and in good standing under the laws of the State of Minnesota. The Company will be in compliance in all material respects with applicable laws of the State of Minnesota on the Closing Date and has full power and authority to enter into the Agreement, this Bond Purchase Agreement, the Amended and Restated Mortgage and Security Agreement as of July 1, 2007, between the Company and the Trustee with respect to the Bonds (the "Mortgage"), and the Continuing Disclosure Agreement dated as of July 1, 2007, between the Company and the Trustee (the "Disclosure Agreement"). (b) The Company is conducting its business in all material respects in substantial compliance with all applicable and valid laws, rules and regulations of the State of Minnesota. (c) This Bond Purchase Agreement, the Agreement, the Mortgage and the Disclosure Agreement, when executed and delivered by all parties thereto, will have been duly and validly authorized, executed, and delivered, will be in full force and effect, and will be valid and binding obligations of the Company, except to the -2- extent that the enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights generally. (d) The execution and delivery of this Bond Purchase Agreement, the Agreement, the Mortgage and the Disclosure Agreement, the constumnation of the transactions contemplated thereby, and the fulfillment of the terms and conditions thereof, do not and will not in any material respect conflict with or result in a breach of any of the terms or conditions of any restriction or any agreement or instrument to which the Company is now a party or by which it is bound or to which any property of the Company is subject, and do not and will not constitute a default under any of the foregoing, and do not and will not be in violation of any order, decree, statute, rule, or regulation of any court or any State or Federal regulatory body having jurisdiction over the Company or its properties, including the Facilities, and do not and will not result in the creation or imposition of any lien, charge, or encumbrance of any nature upon any of the property or assets of the Company contrary to the terms of any instrument or agreement to which the Company is a party or by which it is bound. (e) The use of the Facilities complies in all material respects with all presently applicable development, pollution control, water conservation, and other laws, regulations, rules, and ordinances of the Federal government and the State of Minnesota and the respective agencies thereof and the political subdivision in which the Facilities are located. The Company has obtained and will obtain all necessary and material approvals of and licenses, permits, consents and franchises from Federal, State, county, municipal, or other governmental authorities having jurisdiction over the Facilities to operate the Facilities and to enter into, execute, and perform its obligations under the Agreement, this Bond Purchase Agreement, the Mortgage and the Disclosure Agreement (provided, however, that no representation is made as to compliance with state "blue sky" laws). (f) The information supplied by the Company that has been relied upon by Bond Counsel and counsel for the Underwriter in preparing their respective opinions and certain provisions of the Preliminary Official Statement and the Official Statement, is correct and complete. (g) The Company shall take all necessary action on its part to cause the Bonds to comply with the provisions of the laws and regulations of the State of Minnesota under which the Bonds are issued and the applicable provisions of the Internal Revenue Code of 1986, as amended, and the applicable regulations promulgated thereunder or under any prior or succeeding Federal tax laws (collectively, the "Code"), and will not take any action, or permit any action within its control to be taken, which would violate such provisions or which would cause interest on the Series 2007A Bonds to become includable in gross income for purposes of Federal income taxation. (h) The money on deposit in any fund or account created or maintained under the Indenture in connection with the Series 2007A Bonds, whether or not such -3- money was derived from other sources, will not be used by or under the direction of the Company in a manner which would cause the Series 2007A Bonds to be "arbitrage bonds" within the meaning of the Code, and the Company specifically agrees that the investment of money in any such fund or account shall be restricted as may be necessary, and the earnings on such investment rebated to the United States to the extent necessary, to prevent the Series 2007A Bonds from being "arbitrage bonds". (i) In addition to the covenants undertaken in (g) and (h) above, the Company hereby makes, for the benefit of the Underwriter, all covenants undertaken with respect to the Series 2007A Bonds as set forth in Section 7.14 of the Agreement. (j) There are no actions, suits, or proceedings pending or, to the knowledge of the Company, threatened against the Company or any property of the Company in any court or before any Federal, State, municipal, or other govemrnental agency, which, if decided adversely to the Company, would individually or in the aggregate, have a material adverse effect upon the Company or upon the business or properties of the Company, or on the validity or enforceability of the Bonds, the Indenture, the Agreement, this Bond Purchase Agreement, the Mortgage and the Disclosure Agreement, or the documents to be delivered pursuant thereto. (k) The Company has duly approved and authorized the distribution and use of the Preliminary Official Statement and the distribution and use of the Official Statement. The Preliminary Official Statement as of its date was "deemed fmal" by the Company within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the "Rule"). (1) The Company has never failed to comply, in any material respect, with any previous continuing disclosure undertakings entered into pursuant to the Rule. (m} The information regarding the Company, the Facilities, Bondholders' Risks, the documents to which the Company is a party and all financial information related to any of the foregoing (the "Company Information") contained in the Preliminary Official Statement and to be contained in the Official Statement is and will be true and correct, in all material respects. As regards the Company Information, the Preliminary Official Statement does not and the Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. (n) Except as specifically disclosed in the Preliminary Official Statement and the Official Statement, the Company has not failed to pay when due the principal of or interest on any material obligation of the Company. (o) At the Closing Date, to the best knowledge of the Company, the Mortgage will constitute a valid and, upon recording, perfected, first mortgage lien on the Company's fee title interest in the Facilities, subject only to Permitted Encumbrances. -4- (p) The Company shall promptly advise the Underwriter of the institution of any proceeding to which it is a party or of which it has knowledge which may adversely affect the offering, sale or distribution of the Bonds. (q) The Company will not take or omit to take any action within its control that will in any way result in the proceeds from the sale of the Bonds being applied in a manner inconsistent with the provisions of the Agreement, or as described in the Official Statement. (r) Any certificate signed by an officer of the Company authorized to so sign and delivered to the Issuer or the Underwriter with respect to the matters addressed in this Agreement shall be deemed a representation and warranty by the Company to such parties as to the statements made therein. (s) The Company agrees to furnish to the Underwriter, so long as any Bonds are outstanding, a copy of the Company's financial statements and other certifications, at the time and as otherwise required to be furnished pursuant to Section 4.7 of the Agreement. 3. Covenants of the Company and the Issuer. The Company and the Issuer covenant with the Underwriter as follows: (a) The Issuer and the Company shall cooperate with the Underwriter in qualifying the Bonds for offer and sale under the securities laws of such jurisdictions of the United States as the Underwriter may request. Neither the Issuer nor the Company shall be required to consent to suit or to service of process in any jurisdiction. (b) Within 90 days after the Closing Date, if any event occurs as a result of which the Official Statement as then amended or supplemented, might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify the Underwriter thereof in writing. Upon the request of the Underwriter, the Company will prepare and deliver to the Underwriter at the Company's expense as many copies of an amendment or supplement to the Official Statement reasonably requested by the Underwriter that corrects the untrue statement or omission. 4. Conditions of Underwriter's Obligations. The obligations of the Underwriter to purchase and pay for the Bonds are subject to the following conditions: (a) The representations and covenants of the Company and the Issuer contained herein shall be true and correct as of the Closing Date. -5- (b) At the Closing Date, the Company and the Issuer shall have performed all of their obligations hereunder theretofore to be performed. (e) At the Closing Date, there shall be delivered to the Underwriter: (i) the bond counsel opinion and supplemental bond counsel opinion of Kennedy & Graven, Chartered as bond counsel, in form and substance satisfactory to the Underwriter covering usual and customary matters; (ii) an opinion or opinuons of Faegre and Benson LLP, as counsel for the Company, addressed to the Issuer, the Trustee, the Underwriter and bond counsel, in form and substance satisfactory to the Underwriter covering usual and customary matters; and (iii) an opinon of Gray, Plant, Mooty, Mooty & Bennett, P.A., counsel to the Underwriter, in form and substance satisfactory to the Underwriter covering usual and customary matters. In rendering the above opinions, counsel may rely upon customary certificates. (d) The Bonds, the Agreement, the Indenture, the Mortgage and the Disclosure Agreement, in substantially the forms existing on the date hereof, with such changes therein as may be mutually agreed upon by the parties thereto and the Underwriter, shall have been duly authorized, executed, and delivered by the respective parties thereto and such agreements and all other action taken necessary to issue and authorize the Bonds s11a11 be in full force and effect on the Closing Date. (e) All proceedings and related matters in connection with the authorization, issue, sale, and delivery of the Bonds shall have been satisfactory to bond counsel and counsel for the Underwriter, and such counsel shall have been famished with such papers and informaiion as they may have reasonably requested to enable them to pass upon the matters referred to in this paragraph. (f) The Company and the Issuer shall have famished or caused to be furnished to the Underwriter on the Closing Date certificates satisfactory to the Underwriter as to the accuracy of their respective representations and warranties contained herein as of the date hereof and as of the Closing Date and as to the performance by them of their respective obligations hereunder to be performed at or prior to the Closing Date. (g) The offer and sale of the Bonds and any related separate securities shall be exempt from registration under the Securities Act of 1933, as amended; the Bonds and any related separate securities shall constitute "municipal securities" within the meaning of the Securities Exchange Act of 1934, as amended; and the Indenture and any related separate securities shall be exempt from qualification under the Trust Indenture Act of 1939, as amended. -6- (h) The Bonds shall be registered or exempt from registration for sale in such states as the Underwriter may designate. (i) No material adverse change or other development involving a prospective material and adverse change in, or materially and adversely affecting the affairs, business, financial condition, results of operations, prospects or properties (including the Facility) of, the Issuer or the Company shall occur between the date hereof and the Closing Date, unless the Underwriter is informed of such changes or development in writing by the Company. (j) No order suspending the sale of the Bonds in any jurisdiction in which a sale is proposed shall have been issued on or prior to the Closing Date and be continuing, and no proceedings for that purpose either shall have been instituted and shall be continuing or, to the knowledge of the Company or the Underwriter, shall be contemplated. (k) There shall have occurred no material change in any matters pertinent to this offering that in the judgment of the Underwriter requires a revision of or supplement to the Official Statement for sale of the Bonds. All proceedings taken at or prior to the Closing Date in connection with the authorization, issue, and sale of the Bonds shall be satisfactory in form and substance to the Underwriter, and the Underwriter shall have been famished with all such documents, certificates, and opinions as the Underwriter may reasonably request to evidence the accuracy and completeness of any of the representations, warranties, or statements, the performance of any covenants of the Company or the compliance with any of the conditions herein contained. All such opinions, certificates, letters, and documents will be in compliance with the provisions hereof only if they are in all material respects satisfactory to the Underwriter and to counsel for the Underwriter, as to which both the Underwriter and such counsel shall act reasonably. If any conditions of the Underwriter's obligations hereunder to be satisfied prior to the Closing Date are not so satisfied, this Bond Purchase Agreement may be terminated by the Underwriter by notice in writing or by telegram to the Company and the Issuer. If so terminated, the Company agrees to pay the Issuer's costs and attorneys' fees. The Underwriter may waive in writing compliance by the Company of any one or more of the foregoing conditions or extend the time for their performance. 5. Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties and covenants contained herein, but subject to the terms and conditions herein set forth, the Underwriter agrees to purchase from the Issuer, and the Issuer agrees to sell to the Underwriter, all, but not less than all, of the Bonds for an aggregate purchase price of $19,698,705 with respect to the Series 2007A Bonds (par less Underwriter's discount of $371,295) and $588,900 with respect to the Series 2007B Bonds (par less Underwriter's discount of $11,100). -7- The Issuer will deliver the Bonds in definitive form to or for the account of the Underwriter against payment of the purchase price therefor by check payable in immediately available funds to the order of the Trustee or, at the election of the Underwriter, by wire transfer of immediately available funds to the Trustee, or any combination thereof, at or prior to 1:00 p.m., Central time, on July 26, 2007, or at such other time not later than five business days thereafter as the Underwriter and the Company shall mutually agree (the "Closing Date"). The Bonds will be delivered in fully registered form in such denominations and registered to such persons as the Underwriter shall request prior to the Closing Date. The Bonds maybe in printed, engraved, typewritten, or photocopied form, and each such form shall constitute "definitive" form. 6. Indemnification. The Company will indemnify and hold harmless the Underwriter and the Issuer and each person, if any, who controls the Underwriter and the Issuer within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of them may become subject under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, or under any other statute or at common law or otherwise, or pursuant to a breach of contract by the Company or an intentional or reckless untruthful representation by the Company and, except as hereinafter provided, will reimburse the Underwriter, the Issuer and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in the Official Statement (other than under the headings "THE ISSUER," "TAX EXEMPTION AND RELATED CONSIDERATIONS" or "UNDERWRITING" therein) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except for those that arise from the gross negligence or willful misconduct of the Underwriter or the Issuer. Promptly after receipt by the Underwriter, the Issuer or any such controlling person of notice of the commencement of any action in respect of which inderrmlity maybe sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Underwriter, the Issuer or such controlling person, as the case may be, and the payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. The Underwriter, the Issuer or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company, unless: (i) the employment of such counsel has been specifically authorized by the Company, or (ii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the Company and in the opinion of counsel to such indemnified party a conflict of interest exists between the Company and such indemnified party. In such event, the Company shall not have the right to assume the defense of such action as to the indemnified party, and the indemnified party shall have the right to select separate counsel to assume such legal defense and to otherwise participate in the defense of such action and, subject to -8- the limitation in the following sentence, the Company shall pay the reasonable fees and expenses of such counsel. It is understood that in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, the Company shall not be liable for the fees and expenses of more than one separate firm of attorneys for all such indemnified parties. The Company shall not be liable to indemnify any person for any settlement of any such action effected without its consent. This indemnity agreement will be in addition to any liability which the Company may otherwise have. The Company also agrees to notify the Underwriter promptly of the assertion against it or any of its officers, directors, employees or agents of any claim or the commencement of any action or proceeding arising from any act or omission of the Company, including its independent contractors, consultants, and legal counsel, or any of its agents, servants, partners or employees in connection with any Company information. No party shall be liable to indemnify any person for any settlement of any aforementioned action effected without the consent of the indemnifying p~Y• To the same extent as the foregoing indemnity contained in this Section from the Company to the Underwriter and the Issuer and each person, if any, who controls the Underwriter and the Issuer, the Underwriter agrees to indemnify and hold harmless the Company and the Issuer and each person, if any, who controls the Company and the Issuer within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, provided however, that such indemnification relates only to the information in the Official Statement under the heading "UNDERWRITING." lii case any such claim shall be presented in writing or any action shall be brought against the Company or the Issuer based on such section of the Official Statement, in respect of which indemnity may be sought from the Underwriter on account of its agreement contained in this Section, the Underwriter shall have the rights and duties given to the Company in the foregoing provisions of this Section and the Company and the Issuer shall have the rights and duties given by the foregoing provisions of this Section to the Underwriter and the Issuer. 7. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 6 is applicable but for any reason is held to be unavailable, to the extent permitted by law the Underwriter shall contribute to the aggregate losses, claims, damages, expenses and liabilities referred to in Section 6 to which the Underwriter maybe subject such that the Underwriter is responsible for that portion represented by the percentage that the underwriting compensation set forth in Section 5 bears to the aggregate face amount of the Bonds and the Company is responsible for the balance; provided however, that (i) in no case shall the Underwriter be responsible for any amount in excess of the underwriting fee and (ii) no person who has made a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) in regard to which contribution may be sought hereunder shall be entitled to contribution from any person who has not made such a fraudulent misrepresentation. After receipt of notice of commencement of any action, suit or proceeding against a party in respect of which a claim for contribution maybe sought, such party shall promptly notify the other party hereto, but the omission to do so shall not relieve the party from whom contribution maybe -9- sought from any other obligation it or they may have hereunder or otherwise than under this Section. No party shall be liable for contribution with respect to any action or claim settled without its consent. 8. Payment of Costs and Ex ep rases. All costs and expenses incident to the execution and performance of this Bond Purchase Agreement and to the sale and delivery of the Bonds shall be payable by the Company, including, but not limited to: (i) the fees and expenses of the Issuer's counsel; (ii) the fees and expenses of the counsel and accountants to the Company; (iii) the fees and expenses of bond counsel; (iv) all costs and expenses incurred in connection with the preparation, printing, and distribution of the Preliminary Official Statement and Official Statement; (v) the fees and expenses of Underwriter's counsel; (vi) all costs and expenses incurred in connection with the preparation and printing of the Bonds; (vii) fees in connection with the qualification of the Bonds for sale and determination of the eligibility for investment under state securities laws; and (viii) out-of-pocket expenses of the Underwriter. 9. Termination. The Underwriter may terminate its obligations hereunder by written notice to the Issuer and the Company, and if, at any time subsequent to the date hereof and on or prior to the Closing Date: (a) (i) Legislation shall have been enacted by the Congress, or recommended to the Congress for passage by the President of the United States or the Department of the Treasury of the United States or the Internal Revenue Service or any member of the United States Congress, or favorably reported for passage to either House of the Congress by any Committee of such House to which such legislation has been referred for consideration, or (ii) a decision shall have been rendered by a court established under Article III of the Constitution of the United States, or the United States Tax Cotu-t, or (iii) an order, ruling, regulation or communication (including a press release) shall have been issued by the Department of the Treasury of the United States or the Internal Revenue Service, in each case referred to in clauses (i), (ii) and (iii), with the purpose or effect, and reasonable likelihood, directly or indirectly, of causing interest on the Series 2007A Bonds to be includable in gross income for purposes of Federal income taxation. (b) Legislation shall have been enacted or a decision by a court of the United States shall be rendered or any action taken by the Securities and Exchange Commission which, in the opinion of counsel to the Underwriter, has the effect of requiring the offer or sale of the Bonds to be registered under the Securities Act of 1933, as amended, or the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, or any event shall have occurred that, in the judgment of the Underwriter, makes untrue or incorrect in any material respect any statement or information contained in the Preliminary Official Statement or Official Statement or that, in the judgment of the Underwriter, should be reflected therein in order to make the statements contained therein not misleading in any material respect. - 10- (c) (i) In the reasonable judgment of the Underwriter, the market price of the Bonds is adversely affected because (A) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; (B) a general banking moratorium shall have been established by Federal, New York or Minnesota authorities; or (C) a war involving the United States of America shall have been declared, or any other national or international calamity or crisis shall have occurred, or any conflict involving the armed forces of the United States of America shall have escalated to such a magnitude as to materially affect the ability of the Underwriter to market the Bonds; (ii) any litigation shall be instituted, pending, or threatened to restrain or enjoin the issuance or sale of the Bonds or in any way contesting or affecting any authority or security for or the validity of the Bonds, or the existence or powers of the Issuer; or (iii) legislation shall have been introduced in or enacted by the Legislature of the State of Minnesota with a purpose or effect that would, in the reasonable judgment of the Underwriter, adversely affect the security for the Bonds. (d) There shall have occurred any change that, in the reasonable judgment of the Underwriter, makes unreasonable or unreliable any of the assumptions on which (i) yield on the Series 2007A Bonds was determined for purposes of compliance with the Code, (ii) payment of debt service on the Bonds was determined, or (iii) the exclusion from gross income for Federal income tax purposes of interest on the Series 2007A Bonds was determined. (e) Additional material restrictions, not in force as of the date hereof, shall have been imposed on trading in securities generally by any governmental authority or by any national securities exchange. (f) A default shall occur and be continuing under any of the material terms, conditions or requirements of this Bond Purchase Agreement. (g) General political, regulatory, economic and market conditions, in the sole judgment of the Underwriter, shall not be satisfactory to permit the sale of the Bonds. 10. Survival of Certain Representations and Warranties. All agreements, covenants, representations and warranties and all other statements of the Issuer and its officials and officers and the Company set forth in or made pursuant to this Bond Purchase Agreement shall remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriter or the Issuer, and shall survive the Closing Date and the delivery of and payment for the Bonds. -11- 11. Governing Law. This Bond Purchase Agreement shall be governed by the laws of the State of Minnesota. 12. Counterparts, This Bond Purchase Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 13. Severability. If any portion of this Bond Purchase Agreement shall be held invalid or inoperative, then, so far as is reasonable and possible: (a) the remainder of this Bond Purchase Agreement shall be considered valid and operative, and (b) effect shall be given to the intent manifested by the portion held invalid or inoperative. 14. Notices. All notices provided for in this Bond Purchase Agreement shall be made in writing either: (a) By actual delivery of the notice into the hands of the parties entitled thereto, or (b) By the mailing of the notice in the Uiuted States mails to the address stated below (or at such other address as may have been designated by written notice), of the party entitled thereto, by certified or registered mail, return receipt requested. The notice shall be deemed to be received (i) in case of actual delivery on the date of its actual receipt by the party entitled thereto, and (ii) in case of mailing on the date of deposit in the United States mail, postage prepaid. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and mailed or delivered: To the Underwriter: To the Company: Piper Jaffray & Co. 800 Nicollet Mall, J13N01 Minneapolis, MN 55402 Attn: Public Finance Crest View Corporation 4444 Reservoir Boulevard NE Columbia Heights, MN 55421 Attn: Chief Executive Officer -12- To the Issuer: City of Columbia Heights 590 40th Avenue NE Columbia Heights, MN 55421 Attn: City Finance Director 15. Modification of the Bond Purchase Amendment. This Bond Purchase Agreement may not be modified or amended except by written agreement executed by all parties hereto. 16. Number and Gender of Words. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. 17. Other Instn~ments. The parties hereto covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out this Bond Purchase Agreement. 18. Captions. The captions used in this Bond Purchase Agreement are for convenience only and shall not be construed in interpreting this Bond Purchase Agreement. 19. Parties. This Bond Purchase Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors, legal representatives, heirs and assigns. 20. Entire Agreement. This Bond Purchase Agreement contains the entire understanding between the parties hereto and supersedes any prior understandings or written or oral agreements between them respecting the subject matter hereof 21. Time. Time shall be of essence of this Bond Purchase Agreement. -13- PIPER JAFFRAY & CO. By: 4 Its Managing Director -14- Confirmed and accepted as of the date first above written. CITY OF COLUN~BIA HEIGHTiS, MINNESyOTA Its Mayor Its City Manager -IS- Confirmed and accepted as of the date first above written. CREST VIEW CORPORATION B: `~" Its Chief Exe tive fficer -I6- Schedule A 1 Maturity Schedule $600,000 7.125% Taxable Series 2007B Bonds Due July 1, 2011 -Price 100% Maturity Date July 1~ 2012 2017 2027 2042 II. Optional Redemption Series 2007A Bonds Principal Amount Interest Rate Price $ 445,000 5.000% 100% 1,375,000 5.300 100 4,155,000 5.550 100 14,095,000 5.700 100 The Series 2007A Bonds maturing after July 1, 2014 are subject to optional redemption prior to maturity upon request of the Company in whole or in part on any day on or after July 1, 2014, in such order of maturities as shall be selected by the Company and by lot within a maturity, at their principal amount, plus accrued interest to the redemption date, plus a 1 % premium if the Series 2007A Bonds are redeemed prior to July 1, 2015. GP:2101354 v2 ~'t'0 U.S. I~3ank Plana Offices i^ 200 South Sixth Street Nt1tlRGa~Ol1S Minncapo[is, MN 5502 ® Saint Paul 1612) 33?-~~300 telephone ,~ (612) 33~-9310 fax 5t. C~OU(l http://~vww:ke~nedp-braven.com C H A R T E R E D Affirmative Auion, Equail Opportunity Empluycr TIIE(tESA L. BERG Paralegal Direct Dial (61?) 337-929 email tbergliukennedy-~raven.c~m January 3, 2008 Patty Muscovitz City Clerk City of Columbia Heights 590 40th Avenue NE Columbia Heights, MN 55421-3878 Re: City of Columbia Heights, Mi7ulesota Mt~iltifamily and Health Care Facilities Revenue Refunding Bonds (Crestview Co>poration Projects) Series 2007A and Taxable Series 2007B Patty: Enclosed please find an executed original of the Bond Purchase Agreement, dated July 12, 2007 for the above referenced bond issues which closed July 26, 2007. We anticipate that the closing transcripts will be sent out in the next couple weeps. Let me know if you need anything else in the meantime. CL162-38 3 26744v.1 Enclosures