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4546551v1
<br />ESCROW AGREEMENT
<br />PUBLIC PROJECT LEASE REVENUE BONDS, SERIES 2005A
<br />(CITY OF RAMSEY, MINNESOTA LEASE OBLIGATION)
<br />ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF RAMSEY, MINNESOTA
<br />AND
<br />GENERAL OBLIGATION, CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2012A
<br />CITY OF RAMSEY, MINNESOTA
<br />THIS ESCROW AGREEMENT made as of June 7, 2012, by and between U.S. Bank
<br />National Association, in St. Paul, Minnesota (the "Escrow Agent "), the Economic Development
<br />Authority of the City of Ramsey, Minnesota (the "EDA ") and the City of Ramsey, Minnesota
<br />(the "City"),
<br />W ITNE S S ETH THAT:
<br />A, WHEREAS, pursuant to the Indenture of Trust, dated as of June 1, 2005, between
<br />T.J.S. Bank National Association, as trustee (the "Trustee "), and the EDA (the "Indenture "), the
<br />EDA has heretofore issued $19,200,000 original principal amount Public Project Lease Revenue
<br />Bonds, Series 2005A (City of Ramsey, Minnesota Lease Obligation), of which the December 15,
<br />2012, and later maturities are being refunded (the "Refunded Bonds "), The Refunded Bonds
<br />maturing December 15, 2012, through December 15, 2014, in the aggregate principal amount of
<br />$2,455,000 may be paid at maturity on December 15, 2012, December 15, 2013 and December
<br />15, 2014 (the "Noncallable Prior Bonds "). The Refunded Bonds maturing or subject to
<br />mandatory redemption on and after December 15, 2015, in the years and amounts on such dates
<br />as follows:
<br />Year Amount Year Amount
<br />2015 $885,000 2019 $ 1,010,000
<br />2016 925,000 2022 3,205,000
<br />2017 960,000 2025 3,740,000
<br />2018 975,000 2027 2,885,000
<br />in the aggregate principal amount of $14,585,000 (the "Callable Prior Bonds "), may be redeemed
<br />and prepaid on December 15, 2014.
<br />B. WHEREAS, pursuant to Section 10.4 of the Lease Agreement, dated as of June 1,
<br />2005, between the EDA and the City (the "Lease "), the City is granted the option to provide for
<br />the payment of the Rental Payments for the then applicable Purchase Option Price; and
<br />C. WHEREAS, to provide for a full net advance refunding of the Refunded Bonds in
<br />accordance with Minnesota Statutes, Section 475.67 and the exercise of its Purchase Option
<br />under the Lease, the City has, pursuant to a resolution adopted on May 8, 2012 (the "Refunding
<br />Resolution "), authorized the issuance of its $16,875,000 General Obligation Capital
<br />Improvement Plan Bonds, Series 2012A dated June 1, 2012, as the date of original issue (the
<br />"Refunding Bonds ") and the City and the EDA have authorized (i) the payment of the
<br />Noncallable Prior Bonds on December 15, 2012, December 15, 2013 and December 15, 2014;
<br />
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