1. MIDA bond loan modification-YMCA

BOND AND LOAN MODIFICATION AGREEMENT THIS BOND AND LOAN MODIFICATION AGREEMENT(this"Agreement"),is made as of October 1, 2014, among CASS COUNTY,NORTH DAKOTA, a political subdivision organized and existing under the laws of the State of North Dakota(the"Issuer"),YMCA OF CASS AND CLAY COUNTIES, a North Dakota nonprofit corporation (the "Corporation"), and BREMER BANK, NATIONAL ASSOCIATION, a national banking association(the"Lender"). BACKGROUND RECITALS The Issuer has issued its Wellness Facilities Revenue Bonds (YMCA of Cass and Clay Counties Project), Series 2010, dated September 29, 2010, in the maximum principal amount of $6,500,000(the"Bonds"),pursuant to Chapter 40-57 of the North Dakota Century Code(the"Act"), and a Bond Resolution adopted August 16, 2010, by the Board of County Commissioners of the Issuer(the "Bond Resolution") to finance the construction and equipping of a health and wellness center(the "Facilities"). The Issuer loaned the proceeds of the Bonds to the Corporation pursuant to a Loan Agreement,dated as of September 1,2010(as originally executed,called herein the"Original Loan Agreement"), and the Corporation agreed to repay the loan upon the terms and conditions set forth therein. Pursuant to a Pledge Agreement between the Issuer and the Lender dated as of September 1, 2010, the Issuer assigned to the Lender the Basic Payments (as defined in the Loan Agreement) and all other rights and interests of the Issuer in the Loan Agreement except for certain rights of the Issuer under Sections 4.03, 7.03 and 9.04 of the Loan Agreement. In order to secure the obligations of the Corporation under the Loan Agreement, Family Wellness,L.L.C. f/k/a Sanford YMCA Family Wellness,LLC ("Family Wellness")has mortgaged and granted a security interest in certain of its real and personal property pursuant to a Mortgage, Security Agreement and Fixture Financing Statement dated as of September 1,2010, in favor of the Lender,and recorded in the office of the Cass County Recorder on September 29,2010,at 12:34 pm as Document No. 1305832 (the"Mortgage"). The Bonds are further secured by an Assignment of Leases and Rents dated as of September 1,2010, from Family Wellness to the Lender,and recorded in the office of the Cass County Recorder on September 29, 2010, at 12:34 pm as Document No. 1305833 (the "Assignment"). The Corporation and the Lender(as the registered owner of all the outstanding Bonds)have agreed to reduce the interest rate of the Bonds and have requested the Issuer to authorize and approve the modification of the Bonds and the Loan Agreement and to that end this Agreement is made and entered into. -1-