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ALLOCATION AGREEMENT <br />FOR THE MASTER DEVELOPMENT AGREEMENT <br />RAMSEY TOWN CENTER <br />THIS ALLOCATION AGREEMENT ("Agreement"), is made and entered into as of <br />November _, 2004, by and between RAMSEY TOWN CENTER LLC, a Minnesota limited <br />liability company ("Master Developer"), RAMDANCE LLC, a Minnesota limited liability <br />company ("Secondary Developer") and CITY OF RAMSEY, a Minnesota municipal corporation <br />("City") <br />RECITALS: <br />A. Master Developer and the City have entered into that certain Master Development <br />Agreement for Ramsey Town Center, dated September 17, 2003 that governs the entire Ramsey <br />Town Center mixed use development ("Master Development Agreement"). <br />B. Master Developer and Secondary Developer have entered into a purchase <br />agreement dated March 18, 2004, a first amendment to purchase agreement dated April 5, 2004, <br />and a second amendment to purchase agreement dated September 21, 2004 (collectively, <br />"Purchase Agreement") for the purchase of approximately thirty (30) acres of land located at the <br />southeast corner of the intersection of Sunwood Drive and Armstrong Boulevard, in the City of <br />Ramsey, County of Anoka, State of Minnesota. <br />C. A portion of the property subject to the Purchase Agreement that consists of <br />approximately 9.5 acres and is legally described as Outlot I, Ramsey Town Center, is being <br />purchased by the Secondary Developer under the Purchase Agreement for retail development <br />that includes a grocery store ("Property"). <br />D. The Master. Development Agreement provides certain rights and obligations and <br />assesses certain costs of the Ramsey Town Center development against the Property. <br />L. Pursuant to Section 14.1(a) of the Master Development Agreement, the Master <br />Developer may convey the Property to the Secondary Developer if the City joins in an agreement <br />with the Master Developer and Secondary Developer describing the allocation of rights and <br />obligations under the Master Development Agreement. <br />I . Master Developer and Secondary Developer desire that this Agreement serve as <br />the agreement describing the allocation of rights and obligations under the Master Development <br />Agreement. <br />G. In order to provide funds for the payment of some of the costs under the Master <br />Development Agreement that are allocated under this Agreement, the parties shall enter into an <br />escrow agreement with Commercial Partners Title or other title company acceptable to the <br />parties that is funded from proceeds of the sale of the Property to Secondary Developer ("Escrow <br />