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132279668v2 <br /> <br /> <br />FIRST AMENDMENT TO <br />LOAN AGREEMENT <br />THIS FIRST AMENDMENT TO LOAN AGREEMENT is dated May __, 2024 (this <br />“Amendment”), between the City of Little Canada, Minnesota, a municipal corporation (the <br />“Issuer”), and Saint Paul Academy and Summit School, a Minnesota nonprofit corporation (the <br />“Borrower”). <br />WHEREAS, on September 6, 2017, the Issuer issued its $7,375,000 Educational <br />Facilities Revenue Refunding Note (Saint Paul Academy and Summit School Project), Series <br />2017 (the “Note”) promising to pay Bremer Bank, National Association (the “Lender”); and <br />WHEREAS, pursuant to a Loan Agreement dated as of September 6, 2017 (the “Loan <br />Agreement”) between the Issuer and the Borrower, the Borrower agreed to repay the Note in <br />specified amounts and at specified times sufficient to pay in full when due the principal of, <br />premium, if any, and interest on the Note; and <br />WHEREAS, pursuant to a Pledge Agreement (the “Pledge Agreement”) dated as of <br />September 6, 2017 between the Issuer and the Lender, the Issuer pledged and granted a security <br />interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for <br />certain rights of indemnification and to reimbursement for certain costs and expenses); and <br />WHEREAS, the Lender and the Borrower have informed the Issuer that they have agreed <br />to certain changes in the terms of the Loan Agreement; and <br />WHEREAS, pursuant to a resolution of the Issuer adopted on April 24, 2024 (the <br />“Resolution”), the Issuer has agreed to the requested changes to the terms of the Loan <br />Agreement; and <br />WHEREAS, the parties hereto wish to amend the Loan Agreement to reflect the certain <br />amendments as set forth herein. <br />NOW, THEREFORE, in consideration of $1.00 and other good and valuable <br />consideration and the premises contained herein, the parties hereto agree as follows: <br />1. Capitalized terms not otherwise defined herein shall have the meanings given <br />such terms in the Resolution or the Loan Agreement. <br />2. Section 1.1 of the Loan Agreement is hereby amended by adding the following <br />definitions: <br />Cash Available for Debt Service: the Borrower's change in unrestricted net assets <br />(excluding any revenues recognized from Borrower’s 2024 capital campaign <br />contributions received with respect to improvements at the Borrower’s lower school <br />campus), net of unrealized gains or losses on investments plus the sum of (i) interest <br />expense, (ii) depreciation, amortization and other non-cash expenses, (iii) minus all