1. MIDA Bond Hospice of Red River Valley

RESOLUTION APPROVING OF THE ISSUANCE OF MORTGAGE REVENUE BONDS (HOSPICE OF THE RED RIVER VALLEY PROJECT) SERIES 2007 BE IT RESOLVED by the Board of County Commissioners ofCass County, North Dakota, as follows: RECITALS: 1. Cass County, North Dakota (the "County") is authorized pursuant to Chapter 40-57 of the North Dakota Century Code (the "Act") to issue its revenue bonds and loan the proceeds thereof to nonprofit corporations to provide revenue producing facilities which the County determines to be desirable and in furtherance of the public health or welfare. 2. Hospice of the Red River Valley, a North Dakota nonprofit corporation (the "Corporation"), qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, has applied to the County to issue and sell its Bonds for the purposes of providing funds to (i) finance the acquisition of an office building located at 1701 38th Street SW, Fargo, North Dakota (the "Project"), (ii) fund a debt service reserve, and (iii) pay a portion of the costs of Issuance. 3. The County Commission has, on February 5,2007, held a public hearing following duly published notice thereof: at which all persons desiring to be heard were heard. 4. The County Commission determined that the issuance of revenue bonds by the County to finance the Project would be in the public interest ofthe County and the impact and effect ofthe Bond issue upon existing industry and business would not result in an unfair advantage for the Corporation to the substantial detriment of existing enterprises. NOW, THEREFORE, it is hereby found, determined and ordered, as follows: 1. The County hereby approves the issuance and sale of its Mortgage Revenue Bonds, Series 2007 (the "Bonds") pursuant to the Act in the principal amount not to exceed $2,600,000, to provide financing to the Corporation for the purposes of (i) financing the Project, (ii) funding a debt service reserve fund, and (iii) paying a portion of the costs of issuance. 2. Pursuant to a Loan Agreement dated as of July 1,2007, between the County and the Corporation (the "Loan Agreement"), the County will loan the proceeds of the Bonds to the Corporation. The basic payments to be made by the Corporation under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. The County will assign its rights to the basic payments and certain other rights -1-