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2701692v5 01/19/11 EXHIBIT C CITY LOAN AGREEMENT CITY LOAN AGREEMENT THIS CITY LOAN AGREEMENT is entered into as of , 2010, by and between the City of Ramsey, Minnesota, a charter city organized and existing under the constitution and laws of the State of Minnesota (the "City ") and F & C Ramsey, LLC, an Indiana limited liability company (the "Developer "). RECITALS: A. The City and the Developer are parties to the Development Agreement and the Purchase Agreement, as defined below, pursuant to which the City is selling the "Development Property" as defined below, to the Developer. B. The Developer has also asked the City to lend the Developer $1,420,000.00 to finance the construction and completion of the Minimum Improvements, as defined below. C. The City has agreed to lend the Developer $1,420,000.00 to finance the construction and completion of the Minimum Improvements, as defined below. D. The City has agreed to make the City Loan to the Developer upon the terms and subject to the conditions hereinafter set forth. AGREEMENTS: NOW, THEREFORE, in consideration of the premises and the covenants hereinafter set forth, and of one dollar and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I. DEFINITIONS For purposes of this City Loan Agreement the following terms shall have the meanings set forth in this Article I. Terms used in this City Loan Agreement and not otherwise defined herein have the meanings set forth in the Development Agreement. "Advance" means an advance to the Developer of all or any portion of the proceeds of the City Loan in accordance with the terms hereof. "City Counsel" means Briggs and Morgan, P.A. "City Loan" shall mean the extension of credit evidenced by the City Note. C - 1