04-26-2023 Council Packet - Laserfiche WebLink

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77060900v2 A-1 EXHIBIT A FORM OF BORROWER NOTE AFTER THE ENDORSEMENT AS HEREON PROVIDED AND PLEDGE OF THIS NOTE, THIS NOTE MAY NOT BE ASSIGNED, PLEDGED, ENDORSED OR OTHERWISE TRANSFERRED EXCEPT TO AN ASSIGNEE OR SUCCESSOR OF THE FISCAL AGENT IN ACCORDANCE WITH THE FUNDING LOAN AGREEMENT, BOTH REFERRED TO HEREIN. $9,705,850.00 [________ 1, 2023] FOR VALUE RECEIVED, Little Canada Phase II Limited Partnership, a limited partnership duly formed and validly existing under the laws of the State of Minnesota (the “Borrower”), by this promissory note hereby promises to pay to the order of the City of Little Canada, Minnesota (the “Governmental Lender”) the principal sum of Nine Million Seven Hundred Five Thousand Eight Hundred Fifty and no/100 Dollars ($9,705,850.00), together with interest on the drawn and unpaid principal amount hereof, from the Closing Date (as defined in the Funding Loan Agreement referenced below) until paid in full, at a rate per annum, and acceleration premium, if any, as set forth herein. 1. Defined Terms. As used in this Note, the following terms shall have the following definitions: “First Loan Payment Date” means the first (1st) calendar day of the second month following the Closing Date. “First Principal Payment Date” shall have the meaning set forth in the Schedule of Financial Terms. “First Optional Call Date” shall have the meaning set forth in the Schedule of Financial Terms. “First Put Date” shall have the meaning set forth in the Schedule of Financial Terms. “Fixed Rate” shall mean the fixed rate set forth on the Schedule of Financial Terms and computed on the basis of a 360-day year comprised of twelve 30-day months. “Funding Loan Agreement” shall mean that certain Funding Loan Agreement dated as of [________ 1, 2023] by and among the City of Little Canada, Minnesota, as the “Governmental Lender”, U.S. Bank Trust Company, National Association, as the “Fiscal Agent”, and Allianz Life Insurance Company of North America as the “Funding Lender”. “Loan Payment Date” means: (i) the first Business Day of each month, commencing on the First Loan Payment Date, and (ii) any other date on which the Borrower Note is prepaid or paid, whether at the scheduled maturity or upon the acceleration of the maturity thereof. “Maturity Date” shall have the meaning set forth in the Schedule of Financial Terms. “Maximum Rate” means the lesser of (i) ten percent (10%) per annum or (ii) the maximum interest rate that may be paid on the Borrower Loan under the laws of the State. “Stabilization Date” has the meanings set forth in the Funding Loan Agreement.