03-14-2012 Council Agenda - Laserfiche WebLink

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No. R -1 $530,237.23 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF LIT'i'l.k CANADA, MINNESOTA TAX INCREMENT REVENUE NOTE, SERIES 2012 (ST. JUDE MEDICAL CAMPUS EXPANSION PROJECT - PHASE III SHORTFALL) 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 "), the principal of Five Hundred Thirty Thousand, Two Hundred Thirty - seven dollars and 23 cents ($530,237.23), 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 stated above, as reduced to the extent that such principal 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 14, 2008, as the same may he 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 interest from the date hereof at the rate of four and no hundredths percent (4.00 %) per annum, compounding annually. 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 or August 1 occurring after (a) the principal of and interest on the City's Bonds, as defined in the Development Agreement, (the "Bonds ") have been paid in full, (b) the City has fully reimbursed itself from Tax Iincrements for any City Phase III Shortfall Amount (as defined in the Development Agreement) and (c) payment of the City's Tax Increment Revenue Note (St. Jude Medical Campus Expansion Project - Guaranty) (the "Guaranty Note ") in full 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 Available Tax Increment (as hereinafter defined) received by the City during the six 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 Agreement) within the City's Tax Increment Financing District No. 5 -1 (the 'fax Increment District ") within its Development District No. 5 which are paid to the City and which the City is entitled to retain pursuant to the provisions of Minnesota Statutes, Sections 469.174 through 4529585x1 2 1