03-12-07 Item 8A, Preliminary Development Agreement for TCAAP

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Funding and Guaranty Agreement Page Two August 10, 2006 D. In the event that the Offer to Purchase is rescinded pursuant to its terms and the City receives a refund of earnest money from the u.s. Government, the City agrees to remit such refund to CRR without interest. E. In the event that acts or omissions of CRR result in the City defaulting under the Offer to Purchase, the earnest money paid by CRR will not be refunded by the City to CRR. Provided however, if the City receives a refund of any portion of the earnest money under the Offer to Purchase the City will subsequently return the same earnest money amounts to CRR. F. The City and CRR agree to use their best efforts to negotiate a master development agreement prior to the Closing Date as defined in the Offer to Purchase. G. While the City and CRR are negotiating a master development agreement in good faith or if CRR and the City have already executed a master development agreement, the City agrees that it will not negotiate a master development agreement with any other party pending the closing of the transaction described in the Offer to Purchase. H. Rehbein and Ryan, for themselves, their successors and assigns, hereby unconditionally, jointly and severally guaranty the obligations of CRR as defined herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY OF ARDEN HILLS By: Name: Its: CRR,LCC By: Name: Its: