Immediately following a successful financing to expand to another region of the State of Maryland, a local operator of continuing care retirement communities proceeded with a major expansion and renovation of its original community. This financing was accomplished through the use of two series of bonds secured by two letters of credit issued by two different banks. The bonds, in the aggregate amount of $39,750,000, were issued as parity debt under a Master Trust Indenture. Miles & Stockbridge acted as bond counsel to Carroll County, Maryland and as counsel to the borrower. In these roles, we drafted the bond documents, performed the tax analysis and negotiated with the letter of credit banks and the bond insurer of previously issued parity bonds on behalf of the borrower. One of the main issues was closing the transaction within a very limited time frame to ensure that construction could proceed on time and on budget. This client also was the borrower of a previously issued tax-exempt bond which was insured by a bond insurer whose rating was downgraded by the major rating agencies. This downgrade caused the interest rate on the bonds to increase. Miles & Stockbridge worked with the client to analyze the best strategy for dealing with this situation. It was eventually decided that the bonds in question should be refunded with variable rate debt secured by a letter of credit issued by a commercial bank. Miles & Stockbridge acted as counsel to the corporations and as bond counsel.