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EXHIBIT D-2 NOTE NO. 2 PROMISSORY NOTE $ 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 [SIX MILLION EIGHT HUNDRED TWENTY FIVE THOUSAND AND 00/100 DOLLARS ($6,825,000.00) PLUS COSTS OF ISSUANCE AS DEFINED IN THE DEVELOPMENT AGREEMENT], 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. Interest shall accrue on amounts advanced under this Promissory Note from the date of advance at the rate of 6.27% per annum; provided, however, if Borrower does not make one or more voluntary prepayments totaling $3,000,000.00 or more on or before the date 18 months from the date of the first advance under this Promissory Note, the interest rate shall increase to 8.27% per annum as of the date 18 months from the date of the first advance under this Promissory Note and shall remain at 8.27% per annum until the date Borrower makes one or more voluntary prepayments totaling $3,000,000.00 or more (at which time the interest rate will be reduced back to 6.27% per annum) 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, the interest rate shall increase by 5% per annum. D-2-1 2695614v12