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CITY LOAN AGREEMENT <br />THIS CITY LOAN AGREEMENT is entered into as of , 2010, by <br />and between the City of Ramsey, Minnesota, a charter city organized and existing under the constitution <br />and laws of the State of Minnesota (the "City") and F & C Ramsey, LLC, an Indiana limited liability <br />company (the "Developer"). <br />RECITALS: <br />A. The City and the Developer are parties to the Development Agreement and the <br />Purchase Agreement, as defined below, pursuant to which the City is selling the "Development Property" <br />as defined below, to the Developer. <br />B. The Developer has also asked the City to lend the Developer $1,420,000.00 to <br />finance the construction and completion of the Minimum Improvements, as defined below. <br />C. The City has agreed to lend the Developer $1,420,000.00 to finance the <br />construction and completion of the Minimum Improvements, as defined below. <br />D. The City has agreed to make the City Loan to the Developer upon the terms and <br />subject to the conditions hereinafter set forth. <br />AGREEMENTS: <br />NOW, THEREFORE, in consideration of the premises and the covenants hereinafter set <br />forth, and of one dollar and other good and valuable consideration, the receipt and sufficiency of which is <br />hereby acknowledged, the parties hereto hereby agree as follows: <br />ARTICLE I. <br />DEFINITIONS <br />For purposes of this City Loan Agreement the following terms shall have the meanings <br />set forth in this Article I. Terms used in this City Loan Agreement and not otherwise defined herein have <br />the meanings set forth in the Development Agreement. <br />"Advance" means an advance to the Developer of all or any portion of the proceeds of the <br />City Loan in accordance with the terms hereof. <br />"City Counsel" means Briggs and Morgan, P.A. <br />"City Loan" shall mean the extension of credit evidenced by the City Note. <br />"Citv Loan Agreement" means this City Loan Agreement as the same may hereafter be <br />amended, modified, extended or restated from time to time. <br />"City Note" means that certain Promissory Note bearing even date herewith made <br />payable by Developer to the order of City in the original principal amount of up to $1,420,000.00, <br />and all amendments, modifications, replacements, renewals and substitutions therefor. <br />2701692v4 <br />11/18/10 <br />