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12316306v3
<br />TRUST INDENTURE
<br />This TRUST INDENTURE, dated as of May 1, 2020, is entered into by and between the
<br />CITY OF LITTLE CANADA, MINNESOTA, a Minnesota municipal corporation (herein
<br />sometimes called the "City" or the "Issuer") and U.S. BANK NATIONAL ASSOCIATION, a
<br />national banking association with trust powers (together with its successors and assigns, the
<br />"Trustee").
<br />WITNESSETH:
<br />WHEREAS, the Issuer is a duly organized and existing municipal corporation under the
<br />laws of the State of Minnesota, and is authorized to issue its revenue bonds pursuant to the
<br />provisions of Minnesota Statutes, Chapter 462C and Sections 469.152 through 469.165, as
<br />amended (collectively, the "Act"), in accordance with the provisions thereof; and
<br />WHEREAS, as authorized by the Act, the Issuer has agreed, with the consent of the City
<br />of Roseville, Minnesota, to make a loan to Presbyterian Homes Care Centers, Inc., a Minnesota
<br />nonprofit corporation (the "Borrower"), pursuant to a Loan Agreement of even date herewith (the
<br />"Loan Agreement"), to provide refinancing for a 50-bed replacement skilled nursing facility (the
<br />"2018 Project") by the refunding and prepayment of the City of Little Canada, Minnesota
<br />$11,790,000 Health Care Facilities Revenue Note (Langton Place Project), Series 2018 (the
<br />"Prior Note"), and the acquisition, construction, and equipping of an 83-unit independent senior
<br />rental housing facility and "Town Center" (the "2020 Project"), all on a common campus in the
<br />City of Roseville (as further described herein, collectively, the "Project"); and
<br />WHEREAS, to provide the funds to loan to the Borrower pursuant to the Loan
<br />Agreement, the Issuer has determined to issue its revenue bonds, to be designated "Senior
<br />Housing and Health Care Facilities Revenue Bonds (Langton Shores Project), Series 2020" (the
<br />"Series 2020 Bonds"), as in this Indenture hereinafter provided; and
<br />WHEREAS, the proceeds of the Series 2020 Bonds, together with any other required
<br />funds, will be used by the Borrower pursuant to the Loan Agreement for the specific authorized
<br />purposes of paying costs of the Project, as described herein, funding required reserves, and
<br />partially defraying the costs of issuance of the Series 2020 Bonds; and
<br />WHEREAS, the Loan Agreement requires the Borrower to make payments thereunder in
<br />amounts and at times sufficient to pay the principal of, premium (if any), and interest on the
<br />Series 2020 Bonds when due; and
<br />WHEREAS, the Borrower has agreed to execute and deliver to the Trustee a[n Amended
<br />and Restated] Combination Mortgage, Security Agreement, Fixture Financing Statement and
<br />Assignment of Leases and Rents of even date herewith (the "Mortgage"), to provide security for
<br />the Series 2020 Bonds and the Borrower's obligations under the Loan Agreement; and
<br />WHEREAS, the Series 2020 Bonds, the form of assignment thereof and the Trustee's
<br />authentication certificate to be endorsed on the Series 2020 Bonds are to be in substantially the
<br />form attached as Exhibit A hereto; and
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