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FROM BRIGGS MiORGAN SP <FRI)04.17.'92 10:36 <br />No. R- <br />EXHIBIT C <br />FORM OF TAX INCREMENT NOTE <br />UNITED STATES OF AMERICA <br />STATE OF MINNESOTA <br />COUNTY OF RAMSEY <br />IN AND FOR THE CITY OF LITTLE CANADA <br />NO.9 PAGE 22 <br />TAX INCREMENT REVENUE <br />NOTE OF 199 <br />(ST. JUDE MEDICAL, INC. PROJECT) <br />The City of Little Canada, Minnesota (the "City "), hereby <br />acknowledges itself to be indebted and, for value received, <br />hereby promises to pay the amounts hereinafter described (the <br />"Payment Amounts ") to st. Jude Medical, Inc., a Minnesota <br />corporation, or its registered assigns (the "Registered Owner "), <br />but only in the manner, at the times, from the sources of <br />revenue, and to the extent hereinafter provided. <br />The principal amount of this Note shall equal from time to <br />time the principal amount stated above, as reduced to the extent <br />that such principal installments shall have been paid in whole or <br />in part pursuant to the terms hereof. The Note is issued <br />pursuant to that certain Development Agreement, dated as of May <br />1, 1992, as the same may be amended from time to time (the <br />"Development Agreement "), by and between the City of Little <br />Canada, Minnesota (the "City "), and St. Jude Medical, Inc., a <br />Minnesota corporation (the "Company "). The unpaid principal <br />amount hereof shall bear interest from the date of this Note at <br />the rate of nine percent (9.00 %) per annum compounded <br />semiannually. Interest shall be computed on the basis of a 360 <br />day year consisting of twelve (12) 30 -day months. <br />The amounts due under this Note shall be payable on <br />August 1, 1994, and on each February 1 and August 1 thereafter to <br />and including February 1, 2001, or, if the first should not be a <br />Business Day (as defined in the Development Agreement) the next <br />succeeding Business Day (the "Payment Dates "), provided, that <br />such Payment Date shall be automatically extended if and to the <br />extent required to relieve the City of any obligation to pay any <br />Payment Amount any earlier than 30 days after it has received the <br />statement required under Section 3.2(4) of the Development <br />Agreement. On each Payment Date the City shall pay by check or <br />draft mailed to the person that was the Registered Owner of this <br />Note at the close of the last Business Day of the City preceding <br />such Payment Date an amount equal to the sum of 100% of the Tax <br />214192 <br />Page 47 <br />