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PROMISSORY NOTE
<br />$1,420,000.00 Ramsey, Minnesota
<br />, 2011
<br />FOR VALUE RECEIVED, F&C Ramsey, LLC, an Indiana limited liability company
<br />("Borrower") promises to pay to the order of the City of Ramsey, Minnesota, a home rule charter
<br />city organized and existing under the constitution and laws of the State of Minnesota ("Lender")
<br />the principal sum of ONE MILLION FOUR HUNDRED TWENTY and 00/100 Dollars
<br />($1,420,000.00), or so much thereof as Lender has actually advanced to Borrower pursuant to the
<br />terms of that certain City Loan Agreement between Lender and Borrower of even date herewith
<br />(the "City Loan Agreement"), together with interest thereon as provided for in this Promissory
<br />Note. Borrower shall make payments to Lender at Ramsey Municipal Center, 7550 Sunwood
<br />Drive, Ramsey, Minnesota 55303, or at such other place as Lender may from time to time
<br />designate, in writing, in lawful money of the United States of America. Borrower, Lender and
<br />The Housing and Redevelopment Agreement Authority in and for the City of Ramsey,
<br />Minnesota, a public body politic and corporate under the laws of the state of Minnesota (the
<br />"HRA") are also parties to a Development Agreement dated , 2010 and
<br />recorded in the office of the Anoka County Registrar of Titles on , 2010, as
<br />Document No. (the "Development Agreement"). Capitalized terms
<br />used in this Promissory Note and not defined herein have the meanings established for such
<br />terms in the Development Agreement.
<br />Absent a default by Borrower in the timely payment of amounts due under this
<br />Promissory Note, no interest shall accrue on the outstanding amounts due under this Promissory
<br />Note until April 1, 2024. In lieu of non -default interest prior to April 1, 2024 and as
<br />consideration for the extension of credit, Lender is charging Borrower a one-time fee of
<br />$120,000.00 as set forth in the City Loan Agreement. Commencing on April 1, 2024 simple
<br />interest will accrue on the unpaid principal balance of this Promissory Note at the rate of 6.25%
<br />per annum until this Promissory Note is paid in full. If, at any time, Borrower defaults in the
<br />timely payment of any amounts due under this Promissory Note, Lender gives Borrower notice
<br />of the default and Borrower does not cure the default within ten (10) business days of Lender's
<br />Notice, interest shall accrue on the outstanding principal balance of this Promissory Note from
<br />the date of the default through the date Borrower cures all defaults under this Promissory Note at
<br />the rate of twelve percent (12%) per annum.
<br />Commencing on April 1, 2014 and continuing on each April 1 thereafter until April 1,
<br />2029, Borrower must pay to Lender, in certified or wire transferred funds and for application to
<br />the outstanding principal and interest, if any, due under this Promissory Note, an amount equal to
<br />20% of the Net Cash Flow, as defined in the Development Agreement, for the immediately
<br />preceding calendar year. Commencing on April 1, 2014 and continuing on each April 1
<br />thereafter until April 1, 2029, Borrower must also provide Lender with a statement from a
<br />certified public account setting forth the "Net Cash Flow," "Net Operating Expenses" and
<br />"Operating Expenses," as defined in the Development Agreement, for the immediately preceding
<br />calendar year and with such back-up documentation regarding income, expenses and debt service
<br />as Lender may reasonably request to confirm the certified public accountant's (who may be an
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<br />11/18/10
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