1A Confirmaton Letter Request by RRLD for US Bank

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It.. - EN HILLS To: RRLD, LLC and U.S. Bank National Association On behalf of the City of Arden Hills, I can confirm to you as follows: [The terms used below shall have the following meanings: "Guaranty " means collectively the Funding and Guaranty Agreement dated as ofAugust 10, 2006, as amended by that certain First Amendment to Funding and Guaranty Agreement dated as of March 30, 2007, by and between the City, the Pledgor, Borrower and Rehbein "OTP " means collectively the Offer to Purchase by and between the City of Arden Hills, and the United States ofAmerica dated as of August 1, 2006, as amended by Amendments dated as of August 11, 2006, November 15, 2006, February 12, 2007, and March 28, 2007 (collectively, the "OTP'), regarding the acquisition and redevelopment of a portion of the Twin Cities ' Army Ammunition Plant. "PDA " means collectively the Preliminary Development Agreement by and between RRLD and the City dated as of March 30, 2007, as amended pursuant to that certain First Amendment to Preliminary Development Agreement dated as of April 30, 2007, that certain Second Amendment to Preliminary Development Agreement dated as of March 10, 2008, and that certain Third Amendment to Preliminary Development Agreement dated as of March 30, 2009, with respect to planned acquisition and development by the RLLD of the Twin Cities Army Ammunition Plant.] I . In accordance with the terms of the Guaranty, the City has received from RLLD earnest money in the amount of$2,250,000 and has deposited such funds in the manner provided in the OTP. 2_ Return of the deposited funds to the City is governed by the provisions of the OTP. 3. Return to RRLD of the funds returned to the City pursuant to the OTP is governed by the provisions of the Guaranty and the PDA. 4. The City acknowledges that RRLD has pledged its interest in the earnest money to U.S. Bank National Association.