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EXHIBIT D-1 NOTE NO. 1 PROMISSORY NOTE $1,420,000.00 Ramsey, Minnesota , 201 FOR VALUE RECEIVED, F & C Ramsey, LLC, an Indiana limited liability company ("Borrower") promises to pay to the order of The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota, a public body politic and corporate under the laws of the State of Minnesota ("Lender") the principal sum of ONE MILLION FOUR HUNDRED TWENTY THOUSAND AND 00/100 DOLLARS ($1,420,000.00), or so much thereof as Lender has actually advanced to Borrower pursuant to the terms of that certain Loan Agreement between Lender and Borrower of even date herewith (the "Loan Agreement"), together with interest thereon as provided for in this Promissory Note. Lender shall disburse the proceeds of this Promissory Note to Borrower pursuant to the terms of the Loan Agreement. Borrower shall make payments provided for in this Promissory Note to Lender at Ramsey Municipal Center, 7550 Sunwood Drive, Ramsey, Minnesota 55303, or at such other place as Lender may from time to time designate, in writing, in lawful money of the United States of America. Borrower, Lender and the City of Ramsey, Minnesota, are also parties to a Development Agreement dated , 2011 and recorded in the office of the Anoka County Registrar of Titles on , 2011, as Document No. (the "Development Agreement"). Capitalized terms used in this Promissory Note and not defined herein have the meanings established for such terms in the Development Agreement. Absent a default by Borrower in the timely payment of amounts due under this Promissory Note, no interest shall accrue on amounts advanced under this Promissory Note. In lieu of non -default interest and as consideration for the extension of credit, Lender is charging Borrower a one-time fee of $120,000.00 as set forth in the Loan Agreement. If, at any time, Borrower defaults in the timely payment of any amounts due under this Promissory Note, Lender gives Borrower notice of the default and Borrower does not cure the default within ten (10) days of Lender's notice, interest shall accrue on the outstanding principal balance of this Promissory Note from the date of the default through the date Borrower cures all defaults under this Promissory Note at the rate of twelve percent (12%) per annum. Commencing on April 1, 2015 and continuing on each April 1 thereafter until April 1, 2025, Borrower must pay to Lender, in certified or wire transferred funds and for application to the outstanding principal and interest, if any, due under this Promissory Note, an amount equal to 20% of the Net Cash Flow, as defined in the Development Agreement, for the immediately preceding calendar year. Commencing on April 1, 2015 and continuing on each April 1 thereafter until April 1, 2025, Borrower must also provide Lender with a statement from a certified public account (who may be an employee of an affiliate of Borrower) setting forth the D-1-1 2695614v12