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To the City Council of the City of Centerville, Anoka County, Minnesota <br /> Attention: City Administrator <br /> RE: Amended and Restated $114,051.19 Tax Increment Revenue Note, Series 1995B <br /> The undersigned as Owner of the above - captioned note (Amended Note) hereby represents to <br /> you as follows: <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 /> 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 /> 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 /> 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 /> 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 /> Dated: September November 15, 2000 <br /> NORTHERN FOREST PRODUCT, L.L.C. <br /> By <br /> Its <br /> S18- 184861v2 <br /> CEI55 -7 <br />