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<br />To the City Council of the City ofCenterville, Anoka County, Minnesota <br /> <br />Attention: <br /> <br />City Administrator <br /> <br />RE: Amended and Restated $114,051.19 Tax Increment Revenue Note, Series 1995B <br /> <br />The undersigned as Owner of the above-captioned note (Amended Note) hereby represents to <br />you as follows: <br /> <br />1. The City previously issued to us its $114,051.19 Tax Increment Revenue Note, <br />Series 1995B dated as of November 1, 1995 (the "Original Note"). <br /> <br />2. Pursuant to a resolution of the City Council approved September 13 November 8, <br />2000 (the "Resolution"), the City has modified the terms of the Original Note, and to that end <br />has on this date delivered to us the Amended Note in exchange for the Original Note. We <br />understand that the terms of the Amended Note control, and that the Original Note is cancelled, <br />null and void. <br /> <br />3. We understand that the Amended Note is payable solely from and to the extent of <br />Available Tax Increment as defined in the Amended Note, and that the City has made no <br />warranties or representations as to the amount of Available Tax Increment or that such revenue <br />will be sufficient to pay in full the outstanding principal and accrued interest on the Amended <br />Note. <br /> <br />4 We acknowledge that no representations have been made by the City or its bond <br />counsel, Kennedy & Graven, Chartered, as to the status of interest on the Amended Note or the <br />Original Note for federal or state income tax purposes. <br /> <br />5. We have no present intent to transfer the Amended Note or any interest therein to <br />any other party, except as collateral assignment for any loan in connection with existing or future <br />improvements to the Property, and we acknowledge that any transfer is subject to the restrictions <br />described in the Note. <br /> <br />Dated: September November 15,2000 <br /> <br />NORTHERN FOREST PRODUCT, L.L.C. <br /> <br />By <br /> <br />Its <br /> <br />518-184861 v2 <br />CE155-7 <br />