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BRIGGS <br />BRIGGS AND MORG AN <br />September 14, 2012 <br />2200 IDS Center <br />80 South 8th Street <br />Minneapolis MN 55402-2157 <br />tel 612.977.8400 <br />fax 612.977.8650 <br />VIA E-MAIL RCRONK(&,,FLAHERTYCOLLINS.COM <br />Ryan Cronk <br />Flaherty & Collins Properties <br />Suite 1200 <br />8900 Keystone Crossing <br />Indianapolis, IN 46240 <br />Thomas L. Bray <br />(612) 977-8285 <br />tbray@briggs.com <br />Re: The Housing and Redevelopment Authority in and for the City of Ramsey, <br />Minnesota - Development Agreement with F&C Ramsey Apartments, LLC <br />et. al. <br />Client Matter No. 12952.47 <br />Dear Ryan: <br />I have reviewed the Prepayment Certificate which you sent to Diana Lund earlier today. <br />Having had more time to review the Prepayment Certificate, I have come to realize that it is <br />really intended to satisfy requirements of PNC Bank, National Association, set forth in the Loan <br />Agreement between F&C Ramsey Apartments, LLC, and PNC Bank and could not easily be <br />modified to address the HRA's concerns under the Debt Subordination Agreement. Therefore, I <br />have prepared a separate document to address the HRA's concerns, a copy of which is attached. <br />Please review the attached Agreement, provide a copy to PNC Bank for its review and let <br />me know whether F&C Ramsey Member, LLC or PNC Bank, National Association have any <br />comments or concerns regarding the Agreement. <br />In preparing this Agreement, I did, however, review the Prepayment Certificate which <br />you provided to the City and I note the following: <br />1. The first paragraph of the Prepayment Certificate indicates that the Prepayment <br />Certificate is given pursuant Section 9.29. I am not certain that I have the final <br />version of the Loan Agreement between F&C Ramsey Apartments, LLC and PNC <br />Bank, National Association, but based on the draft I do have (Document No. <br />1615794v6), it does not appear to me that this Prepayment is one of the <br />Prepayments contemplated by Section 9.29 of the Loan Agreement. <br />2. Paragraph 1 of the Prepayment Certificate states that Borrower is making the <br />principal prepayment to Mezzanine Lender. I do not believe that is correct. <br />Briggs and Morgan, Professional Association <br />Minneapolis I St. Paul I www.briggs,com <br />Member - Lex Mundi, a Global Association of Independent Law Firms <br />4949627v1 <br />