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EXHIBIT D <br />FORM OF TAX INCREMENT NOTE <br />No. R -1 $ <br />UNITED STATES OF AMERICA <br />STATE OF MINNESOTA <br />COUNTY OF RAMSEY <br />IN AND FOR THE CITY OF LITTLE CANADA <br />TAX INCREMENT REVENUE NOTE <br />(R. J. MARCO CONSTRUCTION, INC. PROJECT) <br />The City of Little Canada, Minnesota (the "City "), hereby acknowledges itself to <br />be indebted and, for value received, hereby promises to pay the amounts hereinafter <br />described (the "Payment Amounts ") to R. J. Marco Construction, Inc. or its registered <br />assigns (the "Registered Owner "), but only in the manner, at the times, from the sources <br />of revenue, and to the extent hereinafter provided. <br />The principal amount of this Note shall equal from time to time the principal <br />amount stated above, as reduced to the extent that such principal installments shall have <br />been paid in whole or in part pursuant to the terms hereof; provided that the sum of the <br />principal amount listed above shall not exceed the Reimbursable Development Costs as <br />provided in that certain Development Agreement, dated as of 1, 1999, as the <br />same may be amended from time to time (the "Development Agreement "), by and <br />between the City of Little Canada, Minnesota (the "City "), and R. J. Marco Construction, <br />Inc. (the "Company "). The unpaid principal amount hereof shall bear interest from the <br />date of this Note until paid at the rate of % per annum [to be completed with an <br />interest rate per annum equal to the "Reference Rate" as established and announced on the <br />date hereof by U.S. Bank National Association, Minneapolis, Minnesota, plus 1.5 %]. <br />Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30 -day <br />months. <br />The amounts due under this Note shall be payable on August 1, 2002, and on each <br />February 1 and August 1 thereafter to and including August 1, 2009, or, if the first should <br />not be a Business Day (as defined in the Development Agreement) the next succeeding <br />Business Day (the "Payment Dates "). On each Payment Date the City shall pay by check <br />or draft mailed to the person that was the Registered Owner of this Note at the close of <br />the last business day of the City preceding such Payment Date an amount equal to the <br />1058683.11ED <br />V5 to V4; 7/14/99 <br />D -I <br />PAGE 47 <br />