$59,995,000 COVENANT RETIREMENT COMMUNITIES, INC. SERIES 2013 Consisting of the following new issues: Securities (TEMPS))

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1 NEW ISSUES Book-Entry Only RatingS: See Ratings herein In the opinion of Jones Day, Bond Counsel, assuming compliance with certain covenants, under present law, interest on the Series 2013 Bonds will not be includible in gross income of the owners thereof for federal income tax purposes and will not be treated as an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Series 2013 Bonds will be taken into account, however, as an adjustment used in computing a corporation s alternative minimum taxable income for purposes of determining the federal alternative minimum tax on certain corporations. See TAX MATTERS herein for a more detailed discussion of some of the federal income tax consequences of owning the Series 2013 Bonds. With respect to Colorado and California state income tax, see TAX MATTERS State Taxation herein. COVENANT $59,995,000 COVENANT RETIREMENT COMMUNITIES, INC. Retirement Communities $21,995,000 Colorado Health Facilities Authority Revenue Bonds, Series 2013A (Covenant Retirement Communities, Inc.) SERIES 2013 Consisting of the following new issues: $20,450,000 $17,550,000 Colorado Health Facilities Authority California Statewide Communities Revenue Bonds, Development Authority Series 2013B Revenue Bonds, (Tax-Exempt Mandatory Paydown Series 2013C (Covenant Retirement Communities, Inc.) Securities (TEMPS)) (Covenant Retirement Communities, Inc.) Dated: Date of Issuance Due: December 1 as shown on inside cover This Official Statement contains information relating to the $21,995,000 aggregate principal amount of Revenue Bonds, Series 2013A (Covenant Retirement Communities, Inc.) (the Series 2013A Bonds ) and the $17,550,000 aggregate principal amount of Revenue Bonds, Series 2013B (Covenant Retirement Communities, Inc.) (the Series 2013B Bonds and together with the Series 2013A Bonds, the Colorado Bonds ) issued by the Colorado Health Facilities Authority (the Colorado Authority ) under and pursuant to a Bond Trust Indenture dated as of July 1, 2013 (the Series 2013A/B Bond Indenture ) between the Colorado Authority and Wells Fargo Bank, N.A., as bond trustee (the Series 2013A/B Bond Trustee ), and the $20,450,000 aggregate principal amount of Revenue Bonds, Series 2013C (Covenant Retirement Communities, Inc.) (the Series 2013C Bonds and together with the Colorado Bonds, the Series 2013 Bonds ) issued by the California Statewide Communities Development Authority (the California Authority and together with the Colorado Authority, the Authorities and each an Authority ) and pursuant to a Bond Trust Indenture dated as of July 1, 2013 (the Series 2013C Bond Indenture and together with the Series 2013A/B Bond Indenture, the Bond Indentures and each a Bond Indenture ) between the California Authority and Wells Fargo Bank, N.A., as bond trustee (the Series 2013C Bond Trustee ). Hereinafter, the term Bond Trustee refers to either the Series 2013A/B Bond Trustee or the Series 2013C Bond Trustee, or both, depending on the context. The Series 2013 Bonds will be payable solely from and secured by a pledge of payments to be made by Covenant Retirement Communities, Inc., an Illinois not for profit corporation (the Corporation ), under the Loan Agreements, the Series 2013A Obligation, the Series 2013B Obligation and the Series 2013C Obligation (each term as defined herein). Payment of the Series 2013A Obligation, the Series 2013B Obligation and the Series 2013C Obligation is a joint and several liability of the Obligated Group (defined herein). The Series 2013A Obligation, the Series 2013B Obligation and the Series 2013C Obligation will be secured by the Gross Revenues of the Obligated Group and certain mortgages as described herein. See Security and Source of Payment for THE SERIES 2013 BONDS herein. Interest on the Series 2013 Bonds is payable on each June 1 and December 1, commencing on December 1, The Series 2013 Bonds are issuable in fully registered form in denominations of $5,000 and any integral multiple thereof. The Series 2013 Bonds, when issued, will be registered initially only in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York ( DTC ). DTC will act as securities depository for the Series 2013 Bonds. Purchasers of the Series 2013 Bonds will not receive certificates representing their interests in the Series 2013 Bonds purchased. Ownership by the beneficial owners of the Series 2013 Bonds will be evidenced by book-entry only. Principal of and interest on the Series 2013 Bonds will be paid by the Bond Trustee to DTC, which in turn will remit such principal, interest and purchase price payments to its participants for subsequent disbursement to the beneficial owners of Series 2013 Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the Series 2013 Bonds will be made to such registered owner, and disbursement of such payments will be the responsibility of DTC and its participants. See THE SERIES 2013 BONDS and Appendix E - Book-Entry System. The source of payment of, and security for, the Series 2013 Bonds is more fully described in this Official Statement. The Series 2013 Bonds are subject to optional, mandatory and extraordinary redemption and prepayment as described in this Official Statement. THE SERIES 2013 BONDS AND ALL OBLIGATIONS OF THE RELATED AUTHORITY UNDER OR WITH RESPECT TO THE RELATED SERIES 2013 BONDS, THE RELATED BOND INDENTURE AND THE RELATED LOAN AGREEMENT SHALL BE AND REMAIN SPECIAL, LIMITED OBLIGATIONS OF THE RELATED AUTHORITY PAYABLE SOLELY OUT OF THE SECURITY SPECIFICALLY PLEDGED THERETO BY THE CORPORATION AND BY OTHER MEMBERS OF THE OBLIGATED GROUP. NO RECOURSE SHALL BE HAD AGAINST ANY PROPERTIES, FUNDS OR ASSETS OF THE AUTHORITIES (OTHER THAN THE SECURITY SPECIFICALLY PLEDGED THERETO BY THE CORPORATION AND BY OTHER MEMBERS OF THE OBLIGATED GROUP) OR THE STATES OF COLORADO OR CALIFORNIA FOR THE PAYMENT OF ANY AMOUNTS OWING UNDER OR WITH RESPECT TO THE RELATED SERIES 2013 BONDS, THE RELATED BOND INDENTURE, THE RELATED LOAN AGREEMENT OR ANY OBLIGATION OF THE RELATED AUTHORITY UNDER OR WITH RESPECT TO THE RELATED SERIES 2013 BONDS. NONE OF THE SERIES 2013 BONDS, THE BOND INDENTURES, THE LOAN AGREEMENTS, NOR THE OBLIGATIONS OF THE AUTHORITIES UNDER OR WITH RESPECT THERETO, CONSTITUTES OR CREATES AN INDEBTEDNESS OF THE AUTHORITIES, THE STATES OF COLORADO OR CALIFORNIA, OR ANY DEPARTMENT, AGENCY, UNIT OR POLITICAL SUBDIVISION OR A CHARGE AGAINST THEIR GENERAL CREDIT WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION. THE AUTHORITIES HAVE NO TAXING POWER. The Series 2013 Bonds are offered when, as and if issued and received by B. C. Ziegler and Company (the Underwriter ), subject to the approval of legality by Jones Day, Bond Counsel. Other legal counsels are described herein under LEGAL MATTERS. For details of the Underwriter s compensation, see the caption UNDERWRITING herein. It is expected that the Series 2013 Bonds in definitive form will be available for delivery through the facilities of DTC in New York, New York on or about July 31, This cover page contains certain information for quick reference only and is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The date of this Official Statement is July 16, 2013.

2 MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS $21,995,000 Colorado Health Facilities Authority Revenue Bonds, Series 2013A (Covenant Retirement Communities, Inc.) $1,700, % Term Bonds due December 1, 2023, priced at % to yield 4.625%, CUSIP 19648AH99 $2,130, % Term Bonds due December 1, 2028, priced at % to yield 5.300% *, CUSIP 19648AJ22 $18,165, % Term Bonds due December 1, 2036, priced at % to yield 5.769%, CUSIP 19648AJ30 $17,550,000 Colorado Health Facilities Authority Revenue Bonds, Series 2013B (Tax-Exempt Mandatory Paydown Securities (TEMPS)) (Covenant Retirement Communities, Inc.) $17,550, % Bonds due December 1, 2018, priced at %, CUSIP 19648AJ48 $20,450,000 California Statewide Communities Development Authority Revenue Bonds, Series 2013C (Covenant Retirement Communities, Inc.) $20,450, % Term Bonds due December 1, 2036, priced at % to yield 5.700%, CUSIP 13080SAU8 * Yield to first optional redemption date of December 1, 2023.

3 Covenant Village of Cromwell Cromwell, CT Covenant Shores Mercer Island, WA The Samarkand Santa Barbara, CA Covenant Village of Turlock Turlock, CA Mount Miguel Covenant Village Spring Valley, CA Covenant Village of Colorado Westminster, CO

4 Covenant Village of the Great Lakes Grand Rapids, MI Windsor Park Carol Stream, IL Covenant Home Chicago, IL The Holmstad Batavia, IL Covenant Village of Northbrook Northbrook, IL Covenant Village of Golden Valley Golden Valley, MN Covenant Village of Florida Plantation, FL

5 TABLE OF CONTENTS Page REGARDING USE OF THIS OFFICIAL STATEMENT... i INTRODUCTION... 1 THE AUTHORITIES... 4 THE SERIES 2013 BONDS... 5 SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2013 BONDS PLAN OF FINANCE ESTIMATED SOURCES AND USES OF FUNDS ANNUAL DEBT SERVICE REQUIREMENTS RISK FACTORS LITIGATION RATINGS CONTINUING DISCLOSURE UNDERWRITING TAX MATTERS LEGAL MATTERS INDEPENDENT AUDITORS FINANCIAL ADVISOR MISCELLANEOUS APPENDIX A - Information Concerning the Members of the Obligated Group APPENDIX B - Financial Statements APPENDIX C - Summary of Principal Documents APPENDIX D - Forms of Opinions of Bond Counsel APPENDIX E - Book-Entry System

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7 REGARDING USE OF THIS OFFICIAL STATEMENT No dealer, broker, salesperson or other person has been authorized by the Authorities, the Obligated Group (as hereinafter defined) or the Underwriter to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2013 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information set forth herein has been obtained from the Authorities, the Obligated Group (as hereinafter defined) and other sources that are believed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriter. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authorities or the Obligated Group since the date hereof. This Official Statement does not constitute a contract between the Authorities, the Obligated Group and any one or more of the purchasers or registered owners of the Series 2013 Bonds. The Authorities have not prepared or assisted in the preparation of this Official Statement, including any financial information included herein or attached hereto, and, except for the information obtained from the Colorado Authority contained under the captions INTRODUCTION - The Authorities, THE AUTHORITIES - The Colorado Authority, and LITIGATION - The Colorado Authority, with respect to the Colorado Authority and the information obtained from the California Authority contained under the captions INTRODUCTION - The Authorities, THE AUTHORITIES - The California Authority, and LITIGATION - The California Authority, with respect to the California Authority, the Authorities are not responsible for any statements made in this Official Statement. Accordingly, except with respect to the information contained under such captions, the Authorities make no representation or warranty, expressed or implied, as to the truthfulness, sufficiency and completeness of the statements set forth in this Official Statement and any statements otherwise made in connection with the offer, sale and distribution of the Series 2013 Bonds. CUSIP numbers are included in this Official Statement for the convenience of the holders and potential holders of the Series 2013 Bonds. No assurance can be given that the CUSIP number for a particular Series 2013 Bond will remain the same. CUSIP is a trademark of the American Bankers Association. The CUSIP numbers are provided by Standard and Poor s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. These numbers are not intended to create a database and do not serve in any way as a substitute for the CUSIP Service. The CUSIP numbers shown on the cover hereof have been assigned to this issue by an organization not affiliated with the Authorities, the Underwriter or the Obligated Group and are included for convenience only. Neither the Authorities, the Underwriter nor the Obligated Group is responsible for the selection of CUSIP numbers, nor is any representation made as to their correctness on the Series 2013 Bonds or as indicated herein. IN CONNECTION WITH THIS OFFERING THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2013 BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET, AND SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. i

8 THE SERIES 2013 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAVE THE MASTER INDENTURE OR THE BOND INDENTURES BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2013 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF LAWS OF THE STATES IN WHICH SERIES 2013 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 2013 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. FURTHERMORE, THE AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. Forwarding-Looking Statements This Official Statement contains disclosures which contain forwarding-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current fact, and can be identified by use of words like may, believe, will, expect, project, estimate, budget, anticipate, plan, continue or similar words. These forward-looking statements include, but are not limited to information under the captions INFORMATION CONCERNING THE MEMBERS OF THE OBLIGATED GROUP - The Projects and FUTURE PLANNING, STRATEGY AND PROJECTS in APPENDIX A to this Official Statement or under the caption RISK FACTORS in the forepart of this Official Statement. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVES KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THE OBLIGATED GROUP DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN CHANGES IN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR. ii

9 OFFICIAL STATEMENT relating to $59,995,000 COVENANT RETIREMENT COMMUNITIES, INC. SERIES 2013 Consisting of the following three new issues: $21,995,000 Colorado Health Facilities Authority Revenue Bonds, Series 2013A (Covenant Retirement Communities, Inc.) $17,550,000 Colorado Health Facilities Authority Revenue Bonds, Series 2013B (Tax-Exempt Mandatory Paydown Securities (TEMPS)) (Covenant Retirement Communities, Inc.) $20,450,000 California Statewide Communities Development Authority Series 2013C (Covenant Retirement Communities, Inc.) INTRODUCTION The description and summaries of various documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is made to each document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each document. See APPENDIX C - SUMMARY OF PRINCIPAL DOCUMENTS for definitions of certain words and terms used but not otherwise defined in the forepart of this Official Statement. This Official Statement, including the cover page and the appendices hereto, sets forth certain information in connection with the offering of $21,995,000 aggregate principal amount of Revenue Bonds, Series 2013A (Covenant Retirement Communities, Inc.) (the Series 2013A Bonds ) and the $17,550,000 aggregate principal amount of Revenue Bonds, Series 2013B (Covenant Retirement Communities, Inc.) (the Series 2013B Bonds and together with the Series 2013A Bonds, the Colorado Bonds ) of the Colorado Health Facilities Authority (the Colorado Authority ) to be issued under and pursuant to the Bond Trust Indenture dated as of July 1, 2013 (the Series 2013A/B Bond Indenture ), between the Colorado Authority and Wells Fargo Bank, N.A., as bond trustee (the Series 2013A/B Bond Trustee ) and the $20,450,000 aggregate principal amount of Revenue Bonds, Series 2013C (Covenant Retirement Communities, Inc.) (the Series 2013C Bonds and, together with the Colorado Bonds, the Series 2013 Bonds ) to be issued by the California Statewide Communities Development Authority (the California Authority and, together with the Colorado Authority, the Authorities and each an Authority ) under and pursuant to a Bond Trust Indenture dated as of July 1, 2013 (the Series 2013C Bond Indenture and together with the Series 2013A/B Bond Indenture, the Bond Indentures ) between the California Authority and Wells Fargo Bank, N.A., as bond trustee (the Series 2013C Bond Trustee ). Hereinafter, the term Bond Trustee refers to either the Series 2013A/B Bond Trustee or the Series 2013C Bond Trustee, or both, depending on the context. The proceeds of the Colorado Bonds will be loaned to Covenant Retirement Communities, Inc., an Illinois not for profit corporation (the Corporation ), pursuant to a Loan Agreement, dated as of July 1, 2013, by and between the Corporation and the Colorado Authority (the Series 2013A/B Loan Agreement ). Contemporaneously with the issuance of the Colorado Bonds issued pursuant to the -1-

10 Series 2013A/B Bond Indenture, and to secure repayment of the loan made by the Colorado Authority to the Corporation under the Series 2013A/B Loan Agreement, the Corporation will issue and deliver its Direct Note Obligation, Series 2013A (the Series 2013A Obligation ) related to repayment of the loan of the Series 2013A Bond proceeds and its Direct Note Obligation, Series 2013B (the Series 2013B Obligation and together with the Series 2013A Obligation, the Series 2013A/B Obligations ) related to repayment of the loan of the Series 2013B Bond proceeds. The proceeds of the Series 2013C Bonds will be loaned to the Corporation pursuant to a Loan Agreement, dated as of July 1, 2013, by and between the Corporation and the California Authority (the Series 2013C Loan Agreement and together with the Series 2013A/B Loan Agreement, the Loan Agreements and each a Loan Agreement ). Contemporaneously with the issuance of the Series 2013C Bonds issued pursuant to the 2013C Bond Indenture, and to secure repayment of the loan made by the California Authority to the Corporation under the 2013C Loan Agreement, the Corporation will issue and deliver its Direct Note Obligation, Series 2013C (the Series 2013C Obligation ). The Authorities The Colorado Authority is an independent public body politic and corporate and an instrumentality of the State of Colorado, created by the Colorado Health Facilities Authority Act, Colorado Revised Statutes, Section , et seq., as amended (the Colorado Act ). The Colorado Authority is authorized to issue the Colorado Bonds pursuant to the Colorado Act and Colorado Revised Statutes, Title 11, Article 57, Section et seq., as amended. The California Authority is a joint powers agency organized pursuant to a Joint Powers Agreement among a number of California counties, cities and special districts entered into pursuant to the provisions relating to the joint exercise of powers contained in Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code. The California Authority is authorized to participate in financings for the benefit of certain organizations described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ). For further information concerning the Authorities, see the information under the caption THE AUTHORITIES herein. Purpose of the Series 2013 Bonds The Series 2013 Bonds are being issued for the benefit of the Corporation, which is the administrative organization and parent corporation that oversees the operation of a multi-institutional continuing care system of retirement communities comprised of residential facilities, assisted living facilities (personal care facilities) and skilled nursing facilities on behalf of the Board of Benevolence of The Evangelical Covenant Church. The Corporation will utilize a portion of the proceeds of the Series 2013 Bonds to finance the acquisition, construction, renovation, remodeling and equipping of certain facilities owned and operated by Members of the Obligated Group. See the information under the caption PLAN OF FINANCE - The Projects and APPENDIX A - INFORMATION CONCERNING THE MEMBERS OF THE OBLIGATED GROUP - The Projects. Proceeds of the Colorado Bonds will also be used to fund a debt service reserve fund to secure the Colorado Bonds and to pay a portion of the interest on the Colorado Bonds. A portion of the proceeds of the Series 2013C Bonds will be used to fund a debt service reserve fund to secure the Series 2013C Bonds. Proceeds of the Series 2013 Bonds will be used to pay certain expenses incurred in connection -2-

11 with the issuance of the Series 2013 Bonds. See PLAN OF FINANCE and ESTIMATED SOURCES AND USES OF FUNDS herein. The Corporation and the Obligated Group The Corporation, Covenant Village of Colorado, Inc., a Colorado nonprofit corporation, Covenant Village of Florida, Inc., a Florida nonprofit corporation, Covenant Care Center, Inc., a Florida nonprofit corporation, Bethany Covenant Home, a Minnesota nonprofit corporation, Ebenezer Covenant Home, a Minnesota nonprofit corporation, Colonial Acres Home, Inc., a Minnesota nonprofit corporation, Covenant Retirement Communities of Minnesota, Inc., a Minnesota nonprofit corporation, Covenant Home, an Illinois not for profit corporation, Covenant Home of Chicago, an Illinois not for profit corporation, The Holmstad, Inc., an Illinois not for profit corporation, Covenant Health Care Center, Inc., an Illinois not for profit corporation; Covenant Home, Inc., a Connecticut non-stock corporation, Covenant Retirement Communities West, a California nonprofit public benefit corporation, Covenant Retirement Communities of the Great Lakes Conference, a Michigan nonprofit corporation and Windsor Park Manor, an Illinois not for profit corporation (collectively, the Members or the Obligated Group ) are the members of an obligated group created under the Master Indenture, as hereinafter described. The Members of the Obligated Group are jointly and severally obligated through the Master Indenture on all Obligations, including the Series 2013A Obligation, the Series 2013B Obligation and the Series 2013C Obligation, all issued under the Master Indenture (as defined herein). See SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2013 BONDS - The Master Indenture herein. As of April 30, 2013, the Members of the Obligated Group owned and operated facilities which include 3,040 residential living units, 717 assisted living units and 805 skilled nursing care beds. APPENDIX A contains summary information about the history, organization and operation of the Obligated Group. Also included in APPENDIX A are the unaudited financial statements of the Obligated Group for the three-month periods ended April 30, 2013 and See APPENDIX A - INFORMATION CONCERNING THE MEMBERS OF THE OBLIGATED GROUP and - FINANCIAL INFORMATION. See APPENDIX B for the consolidated audited financial statements of the Corporation and the Subsidiaries as of January 31, 2013 and The audited consolidated financial statements of the Corporation and the Subsidiaries in APPENDIX B hereto include Covenant Retirement Services, Inc. ( Covenant Retirement Services ) and its affiliates, which are not Members of the Obligated Group. See APPENDIX B Additional Consolidating Information for more information on the financial performance of the Obligated Group, Covenant Retirement Services and the affiliates of Covenant Retirement Services. There is also additional financial information related to the Obligated Group available in APPENDIX A hereto and with the Municipal Securities Rulemaking Board at its Electronic Municipal Market Access system ( EMMA ), found at Security for the Series 2013 Bonds The Series 2013A Bonds, the Series 2013B Bonds and the Series 2013C Bonds are secured by the Series 2013A Obligation, the Series 2013B Obligation and the Series 2013C Obligation, respectively, each issued pursuant to an Amended and Restated Master Trust Indenture (the Restated Master Indenture ) among the Corporation, as Obligated Group Representative, on behalf of itself and the other Members of the Obligated Group named therein and The Bank of New York Mellon Trust Company, N.A., as master trustee (the Master Trustee ) dated as of September 1, 2012, as heretofore supplemented and amended, and as supplemented and amended by a Supplemental Master Indenture Number 2 dated as -3-

12 of July 1, 2013 ( Supplemental Master Indenture No. 2 ) (the Restated Master Indenture as so supplemented and amended, is referred to herein as the Master Indenture ). The Series 2013A Obligation, the Series 2013B Obligation and the Series 2013C Obligation are collectively referred to herein as the Series 2013 Obligations. The Corporation and certain of its affiliates have previously issued obligations secured by the Master Indenture (the Outstanding Obligations ). The Outstanding Obligations, together with the Series 2013 Obligations and all Additional Obligations issued under the Master Indenture, are collectively referred to herein as Obligations. All Obligations are secured equally and ratably under the Master Indenture as joint and several obligations of all Members of the Obligated Group. After giving effect to the issuance of the Series 2013 Bonds, there will be approximately $423,780,000 aggregate principal amount of outstanding indebtedness secured under the Master Indenture. The Series 2013 Bonds will also be secured by Debt Service Reserve Funds in the amount of the Debt Service Reserve Fund Requirement, which will be held under the Bond Indentures. All Obligations issued under the Master Indenture, including the Outstanding Obligations and the Series 2013 Obligations issued as security for the Series 2013 Bonds, are secured by mortgages of, and assignments of leases and rents with respect to, certain of the facilities (including certain personal property) of the Obligated Group. Such mortgages are issued to the Master Trustee to secure Obligations under the Master Indenture. All Obligations, including the Outstanding Obligations and the Series 2013 Obligations, are also secured by a pledge of the Obligated Group s Gross Revenues. The mortgages of, and assignments of leases and rents with respect to, certain of the facilities of the Obligated Group and the Gross Revenues pledge secure on a parity basis all outstanding Obligations. For a more complete description of the mortgages and assignments of leases and rents, the properties encumbered by the mortgages and assignments of leases and rents, and the Gross Revenues pledge, see SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2013 BONDS - The Master Indenture herein, APPENDIX A - INFORMATION CONCERNING THE MEMBERS OF THE OBLIGATED GROUP - Description of Facilities and Operations and APPENDIX C - SUMMARY OF PRINCIPAL DOCUMENTS - SUMMARY OF CERTAIN PROVISIONS OF THE MASTER INDENTURE - Pledge of Gross Revenues; Pledge of Mortgages and - SUMMARY OF CERTAIN PROVISIONS OF THE MORTGAGES. The Colorado Authority THE AUTHORITIES The Colorado Authority, created July 1, 1977, is an independent public body politic and corporate constituting a public instrumentality and a political subdivision of the State of Colorado. The Colorado Authority is not an agency of state government and is not subject to administrative direction by any department, commission, board or agency of the State of Colorado. The Colorado Authority has been created by the Colorado Act, and its purpose is to provide financing for health facilities and to provide alternative methods by which health institutions in Colorado or their affiliates may finance health facilities located in Colorado and other states and refund or refinance outstanding indebtedness incurred for such health facilities. The Colorado Act provides that the governing body of the Colorado Authority will be a Board of Directors consisting of seven members appointed for staggered, four-year terms by the Governor of -4-

13 Colorado with the consent of the Colorado State Senate. Members must be Colorado residents, and no more than four members may be of the same political party. The Colorado Authority has offered and plans to offer other obligations from time to time to finance other health care facilities. Such obligations have been and will be issued pursuant to and secured by instruments separate and apart from the Bond Indenture. Payments on these other obligations will be payable solely from revenue pledged under the separate instruments relating to such obligations and not from any revenue pledged under the Bond Indenture. The Colorado Authority has not prepared or assisted in the preparation of this Official Statement, except the statements under this section and the section captioned LITIGATION - The Colorado Authority and the information with respect to the Colorado Authority under the heading INTRODUCTION, and, except as aforesaid, the Colorado Authority is not responsible for any statements made in this Official Statement. Except for the execution and delivery of documents required to effect the issuance of the Colorado Bonds, the Colorado Authority has not otherwise assisted in the public offer, sale or distribution of the Series 2013 Bonds. Accordingly, except as aforesaid, the Colorado Authority disclaims responsibility for the disclosures set forth in this Official Statement or otherwise made in connection with the offer, sale or distribution of the Series 2013 Bonds. The California Authority The California Authority is a joint powers agency organized pursuant to a Joint Powers Agreement among a number of California counties, cities and special districts entered into pursuant to the provisions relating to the joint exercise of powers contained in Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code. The California Authority is authorized to participate in financings for the benefit of certain organizations described under Section 501(c)(3) of the Code. The California Authority has entered into, sold and delivered obligations, and will in the future enter into, sell and deliver obligations, other than the Series 2013C Bonds, which other obligations are and will be secured by instruments separate and apart from the Series 2013C Bond Indenture and the Series 2013C Loan Agreement. The holders of such obligations of the California Authority have no claim on the security for the Series 2013C Bonds and the holders of the Series 2013C Bonds will have no claim on the security of such other obligations issued by the California Authority. General THE SERIES 2013 BONDS The Series 2013 Bonds will be issued pursuant to the Bond Indentures in denominations of $5,000 and any integral multiple thereof, in the respective aggregate principal amounts set forth on the inside cover page of this Official Statement. Interest on the Series 2013 Bonds is payable semiannually on June 1 and December 1 of each year, beginning on December 1, 2013, and the Series 2013 Bonds will mature on December 1 in the years set forth on the inside cover page of this Official Statement. The Series 2013 Bonds, as initially issued, will be dated the Closing Date. Except as described in the next sentence, subsequently issued Series 2013 Bonds will be dated as of the later of the Closing Date or the most recent preceding interest payment date to which interest has been paid thereon. Series 2013 Bonds issued on an interest payment date to which interest has been paid shall be dated as of such date. The Series 2013 Bonds shall bear interest based on a 360-day year of twelve 30-day months. -5-

14 The Series 2013 Bonds will be delivered in fully registered form only, will be transferable and exchangeable as set forth in the Bond Indentures and, when executed and delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). DTC will act as securities depository for the Series 2013 Bonds. Ownership interests in the Series 2013 Bonds may be purchased in book-entry form only. See APPENDIX E BOOK-ENTRY SYSTEM. So long as Cede & Co. is the registered holder of the Series 2013 Bonds, as nominee of DTC, references herein to the holders, owners or registered owners of the Series 2013 Bonds means Cede & Co. and does not mean the Beneficial Owners of the Series 2013 Bonds. Any notices to be given to Bondholders by the Bond Trustee, the Authorities or the Corporation will be given by them only to DTC or its nominee. See APPENDIX E BOOK-ENTRY SYSTEM for a description of the procedures for any further disseminations of those notices. In this Official Statement the term Beneficial Owner means the person for whom the DTC Participant acquires an interest in the Series 2013 Bonds. The Authorities, the Bond Trustee and the Corporation shall be entitled to treat the registered owners of the Series 2013 Bonds as the owners of the Series 2013 Bonds for all purposes. Payment of Principal and Interest So long as any Series 2013 Bond is registered in the name of Cede & Co., as nominee of DTC or any successor thereto, the Bond Trustee will pay such principal of, premium, if any, and redemption price, if any, and interest on the Series 2013 Bonds to DTC, which will remit such principal, premium, if any, redemption price, if any, and interest to the Beneficial Owners of the Series 2013 Bonds, as described under APPENDIX E BOOK-ENTRY SYSTEM. In the event that an Authority and the Corporation determine that DTC should no longer act as securities depository for the applicable series of Series 2013 Bonds or the agreements between such Authority and DTC shall terminate, such Authority shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and the Bond Trustee in writing of the appointment of such successor securities depository and transfer one or more separate Bond certificates to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bond certificates and transfer one or more separate Bond certificates to DTC Participants having such related Series 2013 Bonds credited to their DTC accounts. In such event, such related Series 2013 Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging such Series 2013 Bonds shall designate, in accordance with the provisions of the related Bond Indentures. In the event that the book-entry system is discontinued, the principal of, premium, if any, and interest on the Series 2013 Bonds shall be payable in any currency of the United States of America at the designated corporate trust office of the Bond Trustee. Payment of the interest on any Series 2013 Bond shall be made to the person appearing on the Bond Register as the registered owner thereof as of the close of business of the Bond Trustee on the Record Date for such interest payment, by check or draft mailed on the applicable interest payment date to the person appearing on the Bond Register as the registered owner thereof at such person s address or at such other address as is furnished to the Bond Trustee in writing by such owner prior to the Record Date, or by wire transfer to such owner on such interest payment date upon written notice from such owner containing the wire transfer address within the continental United States to which such owner wishes to have such wire directed, which written notice is received not later than the Business Day preceding the Record Date for such interest payment date and upon payment for or arrangement for any wire transfer fee of the Bond Trustee. -6-

15 Redemption Optional Redemption of the Series 2013A Bonds. Outstanding Series 2013A Bonds maturing on and after December 1, 2028 are subject to optional redemption prior to maturity on or after December 1, 2023 by the Colorado Authority, upon written direction of the Corporation, out of amounts prepaid under the Series 2013A/B Loan Agreement and deposited in the Series 2013A Account of the Optional Redemption Fund established under the Series 2013A/B Bond Indenture, in whole or in part, and if in part by maturities or portions thereof designated by the Corporation, at par, plus accrued interest to the redemption date. Optional Redemption of the Series 2013B Bonds. Outstanding Series 2013B Bonds are subject to optional redemption prior to maturity on or after December 1, 2015 by the Colorado Authority, upon written direction of the Corporation, out of amounts prepaid under the Series 2013A/B Loan Agreement and deposited in the Series 2013B Account of the Optional Redemption Fund established under the Series 2013A/B Bond Indenture, in whole or in part, and if in part by maturities or portions thereof designated by the Corporation, at par, plus accrued interest to the redemption date. It is the Corporation s current expectation to optionally redeem Series 2013B Bonds from time to time with entrance fee funds received for the 54-unit residential facility to be constructed at the Covenant Village of Northbrook campus located in Northbrook, Illinois. See the section captioned PLAN OF FINANCE - Planned Redemption of the Series 2013B Bonds from Entrance Fees for the Evergreen Project herein for additional information on the Corporation s plan to redeem the Series 2013B Bonds from entrance fee funds. Optional Redemption of the Series 2013C Bonds. The Series 2013C Bonds are subject to redemption prior to maturity on or after December 1, 2023 at the option of the California Authority upon direction of the Corporation out of amounts prepaid on the Series 2013C Obligation and deposited in the Optional Redemption Fund established under the Series 2013C Bond Indenture, in whole or in part at any time, and if in part by maturities or portions thereof designated by the Corporation (and if less than all of a single maturity is being redeemed, in such random manner as the Bond Trustee shall deem appropriate), at a redemption price equal to 100% of the principal amount of the Series 2013C Bonds to be redeemed plus accrued interest thereon to the date of redemption, without premium. Mandatory Sinking Fund Redemption of Series 2013A Bonds. The Series 2013A Bonds maturing on December 1, 2023, 2028 and 2036 are subject to mandatory sinking fund redemption on the dates below at a redemption price equal to 100% of the principal amount of such Series 2013A Bonds redeemed and interest accrued thereon to the date fixed for redemption, as follows: Mandatory Sinking Fund Redemption for the Series 2013A Bonds maturing on December 1, 2023 December 1 Principal Amount 2019 $310, , , , * 370,000 * Maturity -7-

16 Mandatory Sinking Fund Redemption for the Series 2013A Bonds maturing on December 1, 2028 December 1 Principal Amount 2024 $385, , , , * 475,000 * Maturity Mandatory Sinking Fund Redemption for the Series 2013A Bonds maturing on December 1, 2036 December 1 Principal Amount 2029 $ 495, , , , , , ,115, * 125,000 * Maturity No Mandatory Sinking Fund Redemption of Series 2013B Bonds. The Series 2013B Bonds are not subject to mandatory sinking fund redemption. Mandatory Sinking Fund Redemption of Series 2013C Bonds. The Series 2013C Bonds are subject to mandatory sinking fund redemption on the dates below at a redemption price equal to 100% of the principal amount of such Series 2013C Bonds redeemed and interest accrued thereon to the date fixed for redemption, as follows: Mandatory Sinking Fund Redemption for the Series 2013C Bonds December 1 Principal Amount 2035 $ 9,385, * 11,065,000 * Maturity Extraordinary Redemption. The Series 2013 Bonds of each series are callable for redemption prior to maturity in the event of damage to or destruction of the Bond Financed Property or any part thereof or condemnation of the Bond Financed Property or any part thereof (or sale in lieu thereof), if the net proceeds of insurance or condemnation received in connection therewith and applied to make prepayments on the obligations of the Corporation under the Loan Agreements exceeds $1,000,000 or 3% of the Obligated Group s assets, whichever is greater, as provided under the Master Indenture, but only to the extent of the net proceeds. If called for redemption as a result of damage, destruction or condemnation (or sale in lieu thereof) of all or any portion of the Bond Financed Property, the Series 2013 Bonds shall be subject to redemption by the Authority at the direction of the Corporation at -8-

17 any time, in whole or in part, and if in part from such series and maturities or portions thereof designated by the Corporation in writing, at the principal amount thereof plus accrued interest and without premium. Each series of the Series 2013 Bonds is subject to redemption in whole (but not in part) at any time at the principal amount thereof plus accrued interest to the date fixed for redemption and without premium if there shall be delivered to the Bond Trustee a resolution of the Governing Body of the Corporation determining that, by reason of its having been a party to the Master Indenture or the financing resulting in the issuance of the Series 2013 Bonds, any of the Corporation or another Member of the Obligated Group is required or ordered by final legislative, judicial or administrative action (whether or not the Corporation or such other Member of the Obligated Group is or was a party to such action) of the United States of America, any state or any agency, department or subdivision of either thereof, to operate its facilities or any part thereof in a manner which the Governing Body of the Corporation determines, in good faith, to be contrary to the guidelines promulgated by The Evangelical Covenant Church. Purchase in Lieu of Redemption. Each Authority and, by their acceptance of the Series 2013 Bonds, the Bondholders, irrevocably grant to the Corporation and any assigns of the Corporation with respect to this right, the option to purchase, at any time and from time to time, any Series 2013 Bond of the related Authority that is redeemable, pursuant to the provisions for optional redemption as summarized above under the subcaption Optional Redemption, at a purchase price equal to the redemption price therefor. To exercise such option, the Corporation shall give the Bond Trustee a Written Request exercising such option within the time period as though such Written Request were a Written Request of the applicable Authority for redemption, and the Bond Trustee shall thereupon give the owners of the Series 2013 Bonds to be purchased notice of such purchase in the manner summarized below under the subcaption Notice of Redemption; Effect as though such purchase were a redemption and the purchase of such Series 2013 Bonds shall be mandatory and enforceable against the Bondholders. On the date fixed for purchase pursuant to any exercise of such option, the Corporation shall pay the purchase price of the Series 2013 Bonds then being purchased to the Bond Trustee in immediately available funds, and the Bond Trustee shall pay the same to the sellers of such Series 2013 Bonds against delivery thereof. Following such purchase, the Bond Trustee shall cause such Series 2013 Bonds to be registered in the name of the Corporation or its nominee, or as otherwise directed by the Corporation and shall deliver them to the Corporation or its nominee, or as otherwise directed by the Corporation. In the case of the purchase of less than all of a series of Series 2013 Bonds, the particular Series 2013 Bonds to be purchased shall be selected in accordance with the provisions of the Bond Indentures as though such purchase were a redemption. No purchase of Series 2013 Bonds in lieu of redemption shall operate to extinguish the indebtedness of the applicable Authority evidenced thereby and the Series 2013 Bonds will remain outstanding with the Corporation named as the Beneficial Owner thereof. Notwithstanding the foregoing, no purchase in lieu of redemption shall be made unless the Corporation shall have delivered to the Bond Trustee and the applicable Authority concurrently therewith an Opinion of Bond Counsel to the effect that such purchase will not adversely affect the exclusion of interest on the Series 2013 Bonds from gross income for federal income tax purposes. No Bondholder or Beneficial Owner may elect to retain a Series 2013 Bond subject to purchase in lieu of redemption. Selection of Bonds for Redemption. In lieu of redeeming a series of Series 2013 Bonds, the Bond Trustee may, at the Written Request of the Corporation, use such funds otherwise available under the Bond Indentures for redemption of Series 2013 Bonds to purchase for cancellation Series 2013 Bonds in the open market at a price not exceeding the redemption price then applicable under the Bond Indentures. In the case of any optional or extraordinary redemption or any purchase and cancellation of Series 2013 Bonds with serial maturities, the Authorities will receive credit against their required bond sinking fund deposits with respect to the Series 2013 Bonds of the same series of such serial maturity. In the case of any optional or extraordinary redemption or purchase and cancellation of term Series 2013 Bonds, the -9-

18 Authorities will receive credit against their required bond sinking fund deposits with respect to term Series 2013 Bonds of the same series and maturity as those redeemed or purchased in such order as the Corporation elects prior to such redemption or purchase and cancellation or, if no election is made, in the inverse order thereof. Notice of Redemption; Effect. Notice of the redemption of Series 2013 Bonds pursuant to the provisions summarized above will be given by mailing a copy of such notice of redemption by first class mail, postage prepaid, or other carrier with tracking capability, to the registered owners of the Series 2013 Bonds to be redeemed at the address shown on the Bond Register not less than 30 nor more than 60 days prior to the redemption date. Failure to give such notice by mailing for any particular Bondholder or a defect in the notice or the mailing for any particular Bondholder will not affect the validity of such notice with respect to any other Bondholder for which notice is given pursuant to the Bond Indentures. Prior to the date that the redemption notice is first mailed as aforesaid, funds shall be placed with the Bond Trustee to pay the principal of such Bonds, the accrued interest thereon to the redemption date and the premium, if any, thereon or such notice shall state that any redemption is conditional on such funds being deposited on or prior to the redemption date and that failure to deposit such funds shall not constitute an event of default under the Bond Indentures. Upon the happening of the above conditions, the Series 2013 Bonds, or portions thereof, thus called for redemption shall not bear interest after the applicable redemption date, shall no longer be protected by the Bond Indentures and shall not be deemed to be outstanding under the provisions of the Bond Indentures. At the written direction of the Corporation, funds held for redemption may be invested in Escrow Obligations until needed for redemption. The Bond Trustee will use its best efforts to give notice of the redemption of any of the Series 2013 Bonds to MSRB s EMMA at or other delivery services which may be common in the market at that time, so that it is received by such organization at least two days prior to the redemption; but any failure to give a notice or defect in a notice will not affect the validity of any proceedings for the redemption of any Series 2013 Bonds. For so long as the Series 2013 Bonds are in book-entry form, the Bond Trustee shall provide the notices specified in this section to the securities depository (whether DTC or a successor). It is expected that the securities depository will, in turn, notify its Participants and that the Participants, in turn, will notify or cause to be notified the Beneficial Owners. See APPENDIX E BOOK-ENTRY SYSTEM. Bond Registration and Transfer For so long as the Series 2013 Bonds are in book-entry form, transfers of the Series 2013 Bonds may be made only as described under APPENDIX E BOOK-ENTRY SYSTEM. At any other time, Series 2013 Bonds are transferable by the registered owner thereof or by such person s attorney duly authorized in writing (in form and with guaranty of signature satisfactory to the Bond Trustee) upon presentation thereof at the designated office of the Bond Trustee, and any Series 2013 Bond may be exchanged at the designated office of the Bond Trustee for a like aggregate principal amount of Series 2013 Bonds of authorized denominations of the same series and maturity. The Bond Trustee and Authorities may charge a fee covering taxes and other governmental charges and fees in connection with any exchange or transfer of any Series 2013 Bond. The Authorities and the Bond Trustee will not be required to register the transfer of or exchange of any Series 2013 Bond after notice calling such Series 2013 Bond or portion thereof for redemption has been mailed or during the 15-day period next preceding the mailing of a notice of redemption of any Series 2013 Bond of the same series and maturity. -10-

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