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No. R -1 EXHIBIT F FORM OF GUARANTY NOTE UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF LITTLE CANADA, MINNESOTA TAX INCREMENT REVENUE NOTE, SERIES 200_ (ST. JUDE MEDICAL CAMPUS EXPANSION PROJECT - GUARANTY) The City of Little Canada, Minnesota (the "City "), hereby acknowledges itself to be indebted and, for value received, hereby promises to pay the amounts hereinafter described (the "Payment Amounts ") to St. Jude Medical, Inc., a Minnesota corporation or its registered assigns (the "Registered Owner "), but only in the manner, at the times, from the sources of revenue, and to the extent hereinafter provided. The principal amount of this Note shall equal from time to time the principal amount duly recorded on the Principal Ledger attached to and made a part of this Note, as reduced to the extent that such principal installments shall have been paid in whole or in part pursuant to the terms hereof. This Note is issued pursuant to that certain Development Agreement, dated as of May _, 2008, as the same may be amended from time to time (the "Development Agreement "), by and between the City and St. Jude Medical, Inc., a Minnesota corporation (the "Developer "). The unpaid principal amount hereof shall bear simple, non - compounding interest from the dates on the amounts indicated on the Principal Ledger attached to this Note at the rate of four and no hundredths percent (4.00 %) per annum. Interest shall be computed on the basis of a 360 -day year of twelve (12) 30 -day months. The amounts due under this Note shall be payable on each February 1 and August 1, commencing with the first February 1 occurring after (a) the principal of and interest on the City's General Obligation Bonds, Series 2008A (together with any refunding bonds or obligations or funding using City internal funding sources, the "Bonds ") have been paid in full and (b) the City has fully reimbursed itself from Tax Increments for any di- €fercnce bet-weerrthe Phase Phase III Shortfall Amount (as those terms are defined in the Development Agreement) or, if the first should not be a Business Day (as defined in the Development Agreement) the next succeeding Business Day (each, a "Payment Date "). On each Payment Date, the City shall pay by check or draft mailed to the person that was the Registered Owner of this Note at the close of the last business day preceding such Payment Date an amount equal to the Pledged Tax Increment (as hereinafter defined) received by the City during the twelve month period preceding such Payment Date. All payments made by the City under this Note shall first be applied to accrued interest and then to principal. The Payment Amounts due hereon shall be payable solely from the actual tax increments (the "Tax Increments ") from the Development Property (as defined in the Development D -1 Doc# 2561638 \9