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TAX INCREMENT PLEDGE AGREEMENT <br />by and between <br />CITY OF LINO LAKES MINNESOTA <br />and <br />LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY <br />THIS AGREEMENT is made and entered into on or as of the 15th day of July, 2007, by and <br />between the City of Lino Lakes, Minnesota (the "City"), and Lino Lakes Economic Development <br />Authority (the "EDA"). <br />WHEREAS, the City and EDA have established Development District No. 1 (the "Project") <br />pursuant to Minnesota Statutes, Sections 469.124 to 469.134 and Sections 469.090 to 469.1081 <br />(together, the "Act"); and <br />WHEREAS, within the Project the EDA and City established Tax Increment Financing <br />District Nos. 1-10 ("TIF District No. 1-10") and Tax Increment Financing District No. 1-11 ("Ilk <br />District No. 1-11") (together, the "TIF Districts") pursuant to Minnesota Statutes, Sections 469.174 <br />to 469.1799 (the "TIF Act"); and <br />WHEREAS, in connection with TIF District No. 1-11, the City, EDA and Hartford <br />Development, Inc. dated December 20, 2004, as amended by a First Amendment thereto dated <br />September 13, 2005 (the "Contract"), providing for redevelopment of property within TIF District <br />No. 1-11 and adjacent property within the Project; and <br />WHEREAS, pursuant to the Contract, the City issued its $1,000,000 Taxable Tax Increment <br />Revenue Note, Series 2004 (the " HF Note") to Legacy Holdings-LL, LLC (the "Development <br />Property Owner" under the Contract), which 111-,' Note is secured solely certain tax increments from <br />TIF District No. 1-11; and <br />WHEREAS, pursuant to the Contract and Resolution No. 04-07 approved December 20, <br />2004, the EDA also provided proceeds of an interfund loan to the Development Property Owner in <br />the amount of $950,000 after adjustment for receipt of certain grant proceeds (the "Contract <br />Interfund Loan") to finance a portion of the cost of acquisition of certain land in TIF District No. I- <br />ll; and <br />WHEREAS, pursuant to the Contract, the City proposes to construct certain improvements <br />to the I-35W and Lake Drive Interchange (the "Interchange Improvements"); and <br />WHEREAS, the City has further determined that the Interchange Improvements, in part, <br />directly benefit the developments within TIF District No. 1-10; and <br />WHEREAS, pursuant to authority conferred by Minnesota Statutes, Section 469.178, and <br />Minnesota Statues, Chapter 475, the City has determined to finance construction of the Interchange <br />Improvements in part through the issuance of general obligation bonds of the City designated as the <br />312429v1 SJB LN140-100 <br />