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LOAN AGREEMENT <br />This Loan Agreement is dated as of 1, 2013 (this "Agreement"), and is made <br />and entered into between the City of Ramsey, Minnesota (the "Issuer"), a municipal corporation <br />organized and existing under the laws of the State of Minnesota, and PCS Building Company <br />(the "Company"), a Minnesota nonprofit corporation duly formed and existing under the laws of <br />the State of Minnesota. <br />WITNESSETH: <br />WHEREAS, pursuant to and in accordance with the provisions of the Act (as defined <br />below), and pursuant to a resolution duly adopted by the Issuer, and in furtherance of the <br />purposes of the Act, the Issuer proposes to issue its $ Lease Revenue Refunding <br />Bonds (PACT Charter School Project), Series 2013A (the "Series A Bonds") and its $ <br />Taxable Lease Revenue Refunding Bonds (PACT Charter School Project), Series 20138 (the <br />"Series B Bonds" and, together with the Series A Bonds, the "Bonds") and to loan the proceeds <br />thereof to the Company to: (i) advance refund the Issuer's Lease Revenue Bonds (PACT Charter <br />School Project) Series 2004A (the "Prior Bonds"), the proceeds of which were used to finance <br />the acquisition, construction, and equipping of an approximately 72,000 square foot public <br />elementary and secondary schoolhouse located at 7250 Ramsey Parkway East Northwest in the <br />City of Ramsey, Minnesota (the "City") (the "Project"), owned by the Company and leased to <br />PACT Charter School (the "School"); (ii) fund a debt service reserve fund; and (iii) pay the costs <br />of issuing the Bonds. <br />NOW, THEREFORE, in consideration of the premises and the mutual covenants and <br />agreements herein set forth, the Issuer and the Company do hereby covenant and agree as <br />follows: <br />ARTICLE I <br />DEFINITIONS <br />Section 1.1 Definitions. Unless otherwise expressly provided herein or unless the <br />context clearly requires otherwise, capitalized terms not otherwise defined herein shall have the <br />meanings set forth in the Indenture and the following words and phrases shall have the following <br />meanings: <br />"Act" means the Municipal Industrial Development Act, Minnesota Statutes, Sections <br />469.152 through 469.1655, as amended. <br />"Adjusted Pledged Revenues" shall mean the "Adjusted Pledged Revenues" of the <br />School, as defined in the Pledge Agreement. <br />"Agreement" means this Loan Agreement and any amendments and supplements hereto. <br />"Assignment of Lease" means the Assignment of Lease of even date herewith from the <br />Company in favor of the Trustee. <br />1 <br />5600861v1 <br />