Fa MASSDEVELOPMENT February 27, 2008 S, Howey P.O. Box 870037 Milton Village. Massachusetts 02187-0037 Re: Applications, Minutes, Contracts, Grants, Loans for $5 Million Planned Parenthood Tax Exempt Bond Dear Mr. Howey: As the custodian of the records of the Massachusetts Development Finance Agency, a body politic and corporate established by Chapter 23G of the Massachusetts General Laws, successor-in-interest to the Government Land Bank under Chapter 289 of the Acts of 1998, d/b/a MassDevelopment (MassDevelopment”), I hereby respond, pursuant to the provisions of M.GL. ¢. 66, § 10, and 950 CMR 32.00, to the above-referenced request for examination of public records. Attached please find the minutes of MassDevelopment’s November 8, 2006 and February 8, 2007 meetings, documents responsive to your request. Certain documents or portions of documents falling within your request may be excluded by M.GL. c. 4, § 7, el. 26, from the definition of “public records” because they fall within one or more of the following exemptions: 1, Subclause (d) of clause 26 of M.GL. c. 4, § 7, which exempts “inter-agency or intra-agency memoranda or letters relating to policy positions being developed by the agency;” 2. Subelause (¢) of clause 26 of M.GL. ¢. 4, § 7, which exempts notebooks and other materials prepared by an employee of the commonwealth which are personal to him and not maintained as part of the files of the governmental unit; 3. Subsection (I) of § 2 of M.GL. c. 23G, which provides that commercial and financial information regarding the operation of any business conducted byf MASSDEVELOPMENT an applicant for any form of assistance which MassDevelopment is empowered to render, or regarding the competitive position of such applicant, shall not be deemed a public record. MassDevelopment has waived any charges for search time, segregation time, and copying costs. You have the right to appeal this determination of 02) exemption to the Supervisor of Public Records, Division of Public Records, Office of the State Secretary of the Commonwealth of Massachusetts. Very truly ly yours, Fle - leu i Torres CounselApproved: December 14, 2006 MASSACHUSETTS DEVELOPMENT FINANCE AGENCY ATTENDANCE: Meeting of the Board of Directors Wednesday, November 8, 2006 10:00 a.m, MINUTES Ranch Kimball, Chairman Katherine Craven, Director Dix Davis, Director Robert Fox, Director Brian Kavoogian, Director Judy Pagliuca, Director Peter Schwarzenbach, Director Deborah Shufrin, Director Robert L. Culver, President/CEO Ann E. Howard, Chief Operating Officer John L. Champion, Chief Financial Officer Richard W. Holtz, General Counsel Anne Marie Dowd, EVP, Legislative Affairs Richard C.J. Henderson, EVP, Real Estate Laura Canter, EVP, Finance Programs William Burke, EVP, Military Operations Richard Montuori, EVP, Devens Operations Steve Chilton, Staff Karla Clifford, Staff Ron Dahill, Staff Michael Galligan, Staff Janet Hookailo, Staff James Kenney, Staff Joe Morrell, Staff Teresa Patten, Staff Lee Smith, Staff Mark Sternman, Staff Victoria Stratton, Staff Ellen Torres, Staff Loui Martin, Dept. of Housing & Community Development (“DHCD”), Guest Bob Guadagin, Public Financial Management A Meeting of the Board of Directors of the Massachusetts Development Finance Agency was held Wednesday, November 8, 2006, at 10:00 am., at the Agency's offices, 160 Federal Street, Boston, Massachusetts, pursuant to notice duly given. MassDevelopment Board Meeting/Minutes ‘November 8, 2006 ‘C\Documents and Seitings\etorres\Local Settings\Temporary Internet Files\OLK130\I {-8-06 Minutes (Final). doc 1x 31. With respect to the Planned Parenthood League of Massachusetts project, and upon motion duly made and seconded it was VOTED: That the Board of Directors of the Massachusetts Development Finance Agency, approve and adopt, pursuant to Section 8 of Chapter 23G of the General Laws, as amended, the resolution presented to this meeting, a copy of which is attached to and MassDevelopment Board Mecting/Minutes November 8, 2006 CADocuments and Settings\etorres\Local Settings\Temporary Internet Files\OLK130\1 1-8-06 Minutes (Final).doe 11 Approved: December 14, 2006 shall be part of the minutes of this meeting, regarding a project of the Planned Parenthood League of Massachusetts, located in Worcester, Massachusetts, and the issuance by the Agency of Tax-Exempt 501(c)(3) Bonds to finance such project in an amount not to exceed $5,000,000.4. The Agency by adopting this resolution or by taking any other action in connection with the Project or any related bonds (including the issuance by the Agency of such bonds and the making by the Agency of any of the findings set forth in Section 12 of Chapter 40D), does not and cannot provide any assurance that the Project or the Borrower is financially viable or sound, that amounts owing on such bonds will be paid or that any collateral which may be pledged to secure such bonds would be sufficient to repay holders thereof in the event of default and foreclosure; and none of the Borrower, any prospective purchasers of such bonds nor any other person shall rely upon the Agency with respect to such matters, 5. This resolution shall take effect from and after its adoption. Adopted; November 8, 2006Meeting Date: 2/08/2006 PROGRAM: 501(C)(3) Tax-Exempt Bond BOARD VOTE: Final Approval/OA: 11/08/06 CLASSIFICATION: Institution PUBLIC HEARING DATE: Held on 1/25/07 OFFICER: Jami Loh NEW JOBS: 10 NEW HOUSING: NIA EXISTING JOBS: 220 EXISTING HOUSING: NIA TOTAL BOND FINANCING: $5,000,000 TOTAL VOLUME CAP: $0 TOTAL FEES: $25,000 PLANNED PARENTHOOD LEAGUE OF MASSACHUSETTS REQUEST: To assist the applicant in finanéing a non-profit project, approval of the PROJECT LOCATION: PROJECT: GUIDELINE ISSUES: BOND AMOUNT: EMPLOYMENT: PROJECT CHANGES FROM OFFICIAL ACTION: BOND TERMS: Proposed project for a MassDevelopment 501 (c)(3) tax-exempt bond is requested, Borrower: User: Planned Parenthood League of Massachusetts Same 1055 Commonwealth Avenue Boston, MA 02215-1001 470 Pleasant Street Worcester, MA 01609 Bond proceeds will be used for the purchase and renovation of a 10,000 square foot building to suit Planned Parenthood’s needs for medical, office and educational training space. An addition of 1,000 to 3,000 square feet will also be built. - None $5,000,000 Existing employment in Massachusetts: 220 Projected new employment: 10 None. $5,000,000 floating interest rate to be issued through Capital Financing 501 program. ‘massdevelopmentcomivndfa\BesCommiosiBdBook%2007 Bd Meetings2007,2-8\Bonds\Plained Parenthood (FA) docDEALER: COUNSEL: BOND & AGENCY COUNSEL: LETTER OF CREDIT: BOARD ACTIO) UBS One Post Office Square Boston, MA 02109 Attn: Megan Sansons, First Vice President (617) 235-5905 Bowditch & Dewey One International Place Boston, MA 02110 Attn: Jane V. Hawkes, Esq. (617) 757-6510 Edwards Angell Palmer & Dodge LLP 111 Huntington Ave. Boston, MA 02199 Attn: Kris Moussette, Esq. (617) 239-0100 Bank of America 100 Federal! Street Boston, MA 02110 Attn: Stacy Benham, Vice Président (617) 434-5291 Deutsche Bank 60 Wall Street New York, NY 10005 Attn: Safet Kalabovic, Vice President (212) 250-2679 Make the statutory findings and approve the resolution Authorizing Final Approval for a MassDevelopment 501(c)(3) Tax-Exempt Bond.Meeting Date: 11/08/2006 PROGRAM: Tax-Exempt Bond BOARD VOTE: Official Action CLASSIFICATION: Institution PUBLIC HEARING DATE: To Be Scheduled OFFICER: Jami Loh / Daniel McManus NEW JOBS: 10 NEW HOUSING: NA EXISTING JOBS: 220 EXISTING HOUSING: NA TOTAL BOND FINANCING: $5,000,000 TOTAL VOLUME CAP: $0 TOTAL FEES: $25,000 PLANNED PARENTHOOD LEAGUE OF MASSACHUSETTS a REQUEST: ‘To assist the applicant in financing a non-profit project, approval of the proposed project for a MassDevelopment 501 (c)(3) tax-exempt bond is requested. Borrower: User(s): Planned Parenthood League of Massachusetts Same 1055 Commonwealth Avenue Boston, MA 02215-1001 PROJECT 470 Pleasant Street LOCATION: Worcester, MA 01609 PROJECT: Bond proceeds will be used for the purchase and renovation of a 10,000 Square foot building to suit Planned Parenthood’s needs for medical, office and educational training space, And addition of 1,000 to 3,000 square feet will also be built. GUIDELINE ISSUES: None SOURCES & USES: Sources: MassDevelopment Bond $5,000,000 Equity ae Total § * Uses: Land Purchase ee Construction Costs Fy OU Issuance Costs a} Total oe] BOND AMOUNT: $5,000,000 GABdBook\2006-Bd Metin, 18812006, 11-8\Bonds\Planned Parenthood (OA).doc iEMPLOYMENT: INSTITUTION: PUBLIC PURPOSE. BENEFIT: PRINCIPALS: PROJECT CONTACT: BORROWER’S COUNSEL: BOARD ACTION: Existing employment in Massachusctts: 220 Projected new employment: 10 Founded in 1928 as the Birth Control League of Massachusetts, the mission of Planned Parenthood League of Massachusetts is to protect and promote sexual and reproductive health and freedom of choice by providing clinical services, education and advocacy, The proposed project will allow Planned Parenthood League of Massachusetts to meet the reproductive health needs of their growing client base and allow them to expand their education and outreach programs in the Worcester community. Dianne Luby, President and CEO Ann Hee Foley, Chief Financial Officer (617) 616-1684 Seder & Chandler, LLP 339 Main Street Worcester, MA 01608 Attn: Todd Rodman, Esq. (508) 757-7721 Make the statutory findings. and approve the resolution Authorizing Official Action for a MassDevelopment 501(c)(3) Tax-Exempt Bond.Planned Parenthood League of Massachusetts Financial Summary Financial statements of the institution audited by Tofias PC Certified Public Accountants of Cambridge, MA show: FYE 06/30/03 FYE06/30/04 — FYE06/30/05 TOTAL SUPPORT AND i REVENUES: TOTAL EXPENSES: EXCESS(DEFICIT): TOTAL NET ASSETS: BOND TERMS: $5,000,000. Additional terms to be determined BOND UNDERWRITER: — To be determined BOND COUNSEL: Edwards Angell Palmer & Dodge LLP 111 Huntington Ave: Boston, MA 02199 Attn: Kris Moussette, Esq. 617-239-0100 AGENCY COUNSEL: Edwards Angell Palmer & Dodge LLP 111 Huntington Ave. Boston, MA 02199 Attn: Kris Moussette, Esq. 617-239-0100 LETTER OF CREDIT: To be determined TRUSTEE: To be determinedPlanned Parenthood League of Massachusetts DEBT SERVICE COVERAGE ANALYSIS FyE2003—YE2004 = FYEDOOS = FVEDNOG* = FYEOO7* §=——_FYE2008% Total Revenues: RP Total Expenses (less depreciation & interest): Total Cash Available for Debt Service: Debt Service: Debt Service Coverage Ratio; * Projected by the BorrowerRESOLUTION OF THE MASSACHUSETTS DEVELOPMENT FINANCE AGENCY APPROVING A PROJECT OF PLANNED PARENTHOOD LEAGUE OF MASSACHUSETTS WHEREAS, WHEREAS, WHEREAS, WHEREAS, The Massachusetts Development Finance Agency (the “Agency” is a body politic and corporate and a public instrumentality of the Commonwealth of Massachusetts established under Massachusetts General Laws Chapter 23G (“Chapter 23G”) with the power to issue revenue bonds or notes pursuant to Chapter 23G and, to the extent made applicable by Section 8 of Chapter 23G, to Massachusetts General Laws Chapter 40D, as amended (“Chapter 40D”), such Chapters 23G and 40D being referred to collectively in this resolution as the “Act”. Planned Parenthood League of Massachusetts (together with any parent subsidiary or other affiliate, the “Borrower”) has proposed the financing by the Agency of construction, renovation furnishing and equipping of facilities and parking (the “Project”) in Worcester, Massachusetts, all as more fully described in the application submitted by the Borrower to the Agency. The Borrower has represented to the Agency that: (i) the estimated cost of the Project is $5,000,000, of which not more than $5,000,000 is Proposed by the Borrower to be financed by bonds to be issued by the Agency under the Act and (ii) the Borrower expects to pay certain capital expenditures in connection with the Project prior to the issuance of indebtedness for the Purpose of financing costs associated with the Project on a long-term basis. Section 1.150-2 of the Treasury Regulations permits the Agency to declare its reasonable official intent to reimburse prior expenditures for the Project with proceeds of a subsequent borrowing. BE IT RESOLVED THAT: 1, The Project appears to be cligible for financing and refinancing under the Act and such financing appears to be feesible. 2. This resolution is intended as a statement of official intent as contemplated by the Treasury Regulations Section 1.150-2. 3. This resolution does not require the Agency to make any expenditure, incur any indebtedness or proceed with the Project. BOSII1 12089952.2