Agenda - Council - 09/27/2011 - Special

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EXHIBIT B FORM OF TIF NOTE No. $ The City of Ramsey, Minnesota (the "City "), hereby acknowledges itself to be indebted and, for value received, hereby promises to pay the amounts hereinafter described (the "Payment Amounts ") to F & C Ramsey, LLC, an Indiana limited liability company ( "Developer ") or any Successor Holder (as defined below), but only in the manner, at the times, from the sources of revenue, and to the extent hereinafter provided. This Note is being issued pursuant to the terms of that certain Development Agreement by and between the Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota (the "HRA "), the City and Developer dated , 2011 (the "Development Agreement "). All capitalized terms used in this Note that are not expressly defined in this Note have the meanings given to such terms in the Development Agreement. The principal amount of this Note is $ , as reduced to the extent that principal shall have been paid in whole or in part pursuant to the terms hereof. The unpaid principal amount of this Note shall bear simple, non - compounding interest from the date of issuance of this Note at 6.25% per annum Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30 -day months. The amounts due under this Note shall be payable on October 1, 2015, February 1, 2016 and on each August 1 and February 1 thereafter through and including February 1, 2038, or, if such date is not a Business Day (as defined in the Development Agreement), the next succeeding Business Day (each a "Payment Date" and collectively the "Payment Dates "). On each Payment Date the City shall pay by check or draft mailed to the person that was Developer or a Successor Holder of this Note at the close of the last business day of the City preceding such Payment Date an amount equal to the sum of the Tax Increments (as defined in the Development Agreement) received by the City since January 1, 2015, in the case of the first Payment Date, and since the prior Payment Date in the case of subsequent Payment Dates. All payments made by the City under this Note shall be applied first to pay accrued, unpaid interest and then to principal. The Payment Amounts due hereon shall be payable solely from Tax Increments (as defined in the Development Agreement) the City receives on or after January 1, 2015. This Note shall terminate and be of no further force and effect following the last Payment Date defined above, on any date upon which the City shall have canceled and rescinded this Note pursuant to Section 13.2(d) of the Development Agreement, on the date the Tax Increment District is 2695614v12 UNTT'ED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA CITY OF RAMSEY TAX INCREMENT REVENUE NOTE (F & C DEVELOPMENT, INC. PROJECT) B -1