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INDENTURE OF TRUST
<br />THIS INDENTURE OF TRUST, dated as of 1, 2013 (this "Indenture"), is made by and
<br />between the City of Ramsey, Minnesota, a body corporate and politic organized and existing under the
<br />laws of the State of Minnesota (the "Issuer"), and Wells Fargo Bank, National Association, a national
<br />banking association organized and existing under and by virtue of the laws of the United States of
<br />America, with its designated trust office located in Minneapolis, Minnesota, as trustee (the "Trustee").
<br />WITNESSETH:
<br />WHEREAS, pursuant to and in accordance with the provisions of the Municipal Industrial
<br />Development Act, Minnesota Statutes, Sections 469.152 to 469.1655, as amended (the "Act"), PCS
<br />Building Company, a Minnesota nonprofit corporation (the "Company"), has asked the Issuer to issue its
<br />Lease Revenue Refunding Bonds (PACT Charter School Project) Series 2013A, in the aggregate principal
<br />amount of S (the "Series A Bonds") and its Taxable Lease Revenue Refunding Bonds (PACT
<br />Charter School Project) Series 2013B, in the aggregate principal amount of $ (the "Series B
<br />Bonds," and together with the Series A Bonds, the "Bonds") which will be used to: (i) advance refund
<br />the Issuer's Lease Revenue Bonds (PACT Charter School Project) Series 2004A (the "Prior Bonds"), the
<br />proceeds of which were used to finance the acquisition, construction, and equipping of an approximately
<br />72,000 square foot public elementary and secondary schoolhouse located at 7250 Ramsey Parkway East
<br />Northwest in the City of Ramsey, Minnesota (the "City") (the "Project"), owned by the Company and
<br />leased to PACT Charter School (the "School"); (ii) fund a debt service reserve fund; and (iii) pay the
<br />costs of issuing the Bonds; and
<br />WHEREAS, pursuant to and in accordance with the Act, the Issuer is authorized to issue revenue
<br />bonds or other debt obligations repayable solely from revenues derived from the sale, operation or leasing
<br />of projects or other payments received under financing agreements with respect thereto; and
<br />WHEREAS, the Company has received the approval by resolution of the City Council of the
<br />Issuer (the "City Council") for the issuance of the Bonds; and
<br />WHEREAS, the Issuer has undertaken to refinance the Project by loaning the proceeds from the
<br />sale of the Bonds to the Company pursuant to the provisions of a Loan Agreement, of even date herewith,
<br />between the Issuer and the Company (the "Loan Agreement"); and
<br />WHEREAS, all things necessary to make the Bonds when authenticated by the Trustee and
<br />issued as provided in this Indenture, the valid, binding, and legal obligations of the Issuer according to the
<br />import thereof, and to constitute this Indenture a valid assignment and pledge of the amounts pledged to
<br />the payment of the principal of, premium, if any, and interest on the Bonds, and to constitute this
<br />Indenture a valid assignment of the rights of the Issuer under the Loan Agreement, have been done and
<br />performed, and the creation, execution, and delivery of this Indenture, and the creation, execution, and
<br />issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized.
<br />NOW, THEREFORE, THIS INDENTURE WITNESSETH:
<br />GRANTING CLAUSES
<br />That the Issuer in consideration of the premises and the acceptance by the Trustee of the trusts
<br />hereby created and of the purchase and acceptance of the Bonds issued hereunder by the registered
<br />owners thereof, and for other good and valuable consideration, the receipt of which is hereby
<br />acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the
<br />Bonds according to their tenor and effect and to secure the performance and observance by the Issuer of
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