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<br />CONSENT TO AMENDED NOTE <br /> <br />WHEREAS, the undersigned entered into an Assignment of TIF Agreement dated as of <br />October 24, 1995 (the "Assignment") between the City of Centerville, Minnesota ("City"), <br />Northern Forest Products, L.L.C. ("Borrower") and Norwest Bank Minnesota ("Lender"); and <br /> <br />WHEREAS, <br /> <br />is the successor in interest to Lender; and <br /> <br />WHEREAS, under the Assignment the Borrower collaterally assigned to Lender the <br />Borrower's interest in the Contract for Private Development between the City and the Developer <br />dated as of October 24, 1995 ("TIF Agreement") and the $114,051.19 Tax Increment Revenue <br />Note, Series 1995B (the "Original Note") issued by the City to Borrower pursuant to the TIF <br />Agreement; and <br /> <br />WHEREAS, under the Assignment, the City agreed that no change to the TIF Agreement <br />would be made without Lender consent; and <br /> <br />WHEREAS, the City and Developer have agreed to modify the terms of the Original <br />Note as described in the Amended and Restated Tax Increment Revenue Note, Series 1995 (the <br />"Amended Note") delivered to the Developer pursuant to a resolution approved by the City on <br />SepteJ.'llber 13 November 8, 2000. <br /> <br />NOW, THEREFORE, the Lender hereby represents to the Developer and the City that <br />Lender consents to modification of the Original Note as evidenced by delivery of the Amended <br />Note. <br /> <br />DATED: <br /> <br />,2000 <br /> <br />[NAME OF LENDER] <br /> <br />By <br />Its <br /> <br />SJB-184862v2 <br />CE155-7 <br />