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INDENTURE OF TRUST
<br /> THIS INDENTURE OF TRUST, dated as of September 1, 2022 (as amended or
<br /> supplemented from time to time, the "Indenture"), is between the CITY OF RAMSEY,
<br /> MINNESOTA, a home rule charter city and political subdivision organized and existing under the
<br /> Constitution and laws of the State of Minnesota, and any successor (or any successor thereto, the
<br /> "Issuer"), and U.S. BANK TRUST COMPANY, 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 a designated corporate trust office located in St. Paul, Minnesota (or any successor
<br /> thereto,the "Trustee"). Any capitalized terms used herein that are otherwise not defined shall have
<br /> the meanings provided in Section 1.1 hereof.
<br /> RECITALS
<br /> WHEREAS, pursuant to and in accordance with the provisions of Minnesota Statutes,
<br /> Sections 469.152 through 469.165, as amended (the "Act"), the Issuer is authorized to issue its
<br /> revenue bonds to finance, in whole or in part, the cost of the acquisition, construction,
<br /> reconstruction, improvement, betterment, or extension of any properties, real or personal, used, or
<br /> useful in connection with a revenue-producing enterprise, whether or not operated for profit; and
<br /> WHEREAS, PACT Charter School, a Minnesota nonprofit corporation, formed as a public
<br /> (charter) school pursuant to Section 124E.06 of the Charter School Act (or any successor thereto,
<br /> the "Charter School"), has requested that the Issuer issue its (i) Charter School Lease Revenue
<br /> Refunding Bonds (PACT Charter School Project), Series 2022A (the "Series 2022A Bonds"), in
<br /> the original aggregate principal amount of$37,095,000; and (ii) Taxable Charter School Lease
<br /> Revenue Refunding Bonds (PACT Charter School Pro j ect), Series 2022B (the "Series 2022B
<br /> Bonds," and together with the Series 2022A Bonds, the "Series 2022 Bonds"), in the original
<br /> aggregate principal amount of$315,000; and
<br /> WHEREAS, the proceeds derived from the sale of the Series 2022 Bonds will be used to
<br /> make a loan (the "Loan") to PCS Building Company, a Minnesota nonprofit corporation (or any
<br /> successor thereto, the "Company"),pursuant to a Loan Agreement, dated as of September 1, 2022
<br /> (as amended or supplemented from time to time, the "Loan Agreement"), between the Issuer and
<br /> the Company, to (i) (a) currently refund the Issuer's outstanding Lease Revenue Refunding Bonds
<br /> (PACT Charter School Project), Series 2013A (the "Series 2013A Bonds"), the proceeds of which
<br /> were used to advance refund the Issuer's Lease Revenue Bonds (PACT Charter School Project),
<br /> Series 2004A (the "Series 2004 Bonds"), the proceeds of which were used to finance the
<br /> acquisition, construction, and equipping of an approximately 74,000 square-foot school facility
<br /> located at 7250 East Ramsey Parkway (the "Original School Facility") in the City of Ramsey,
<br /> Minnesota (the "City"), which is currently leased to and operated by PACT Charter School, a
<br /> Minnesota nonprofit corporation and 501(c)(3) organization (the "Charter School"), as a public
<br /> charter school for students in grades kindergarten through twelve, and(b)refinance a taxable note
<br /> by the Company,the proceeds of which were used for certain improvements to the Original School
<br /> Facility; (ii) finance certain renovations to the Original School Facility to equip it to serve grades
<br /> Kindergarten through five (the Original School Facility as improved, the "Elementary School
<br /> Campus"); (iii) finance the acquisition of 18 acres of vacant land and the construction and
<br /> equipping of an approximately 115,000 square-foot school facility located at or about 7633 161 st
<br /> 735810810
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