Agenda - Council - 09/27/2011 - Special

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Note No. 2 means the Promissory Note that Developer executes and delivers to the HRA to evidence Developer's obligation to repay the Loan No. 2. The form of the Note No. 2 is attached as Exhibit D -2. Prior to Developer's execution of Note No. 2 pursuant to Section 8.2, the HRA will determine the Costs of Issuance and to notify Developer of the original principal amount of Loan No. 2; Operating Expenses. means the reasonable and customary expenses Developer incurs to operate and maintain the Development Property. Operating Expenses do not include (i) debt service payments on any loans to Developer; (ii) expenses Developer incurs to make improvements, repairs or replacements to the Development Property, the cost of which Developer is obligated to capitalize rather than expense under generally accepted accounting principles, consistently applied; or contributions to replacement reserves; Parking Ramp Addition means the approximately 200 stall addition to the Existing Parking Ramp that the Purchase Agreement obligates the City to construct on the Parking Ramp Property; Parking Ramp means the Existing Parking Ramp and the Parking Ramp Addition which will be located on the Parking Ramp Property; Parking Ramp Property means the portion of Lot 1, Block 1, RAMSEY TOWN CENTER 5TH ADDITION, Anoka County, Minnesota depicted as Lot 2, Block 1, COR ONE, Ramsey County, Minnesota; Personal Guarantor means David M. Flaherty; Personal Guaranty means the guaranty that the Personal Guarantor executes in favor of the HRA to provide security for the performance of Developer's obligations under the Note No. 2. The form of Personal Guaranty is attached as Exhibit E -1; Project Loan. means (1) the credit facility described in the Proposal Letter dated August 4, 2011 and executed by PNC Bank, National Association and Flaherty & Collins Properties and the Summary of Terms and Conditions attached thereto; and (2) a loan that a third party makes to a Developer if (a) all or a portion of the proceeds of the loan are used to fully satisfy a prior Project Loan; and (b) the loan is secured by a first lien mortgage on the Development Property; Project Mortgage means a first lien mortgage on the Development Property that Developer grants to a third party to secure the repayment of a Project Loan; Purchase Agreement means the Purchase Agreement between the HRA and Developer of even date herewith that sets forth the terms and conditions under which the HRA will convey the Development Property to Developer; Project means Developer's acquisition of the Development Property and construction of the Minimum Improvements in accordance with the terms of this Agreement; Sale of the Development Property means a voluntary or involuntary conveyance of all or any undivided interest in Developer's fee title to all or any material portion of the Development 2695614v12 5