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EXHIBIT B
<br />PURCHASE PRICE NOTE
<br />$1,378,019.60
<br />Date of Issuance: , 2024
<br />PLM PROPERTIES, LLC, a Minnesota limited liability company (the "Developer"), for value
<br />received, hereby promises to pay to the CITY OF ELK RIVER, MINNESOTA (the "City"), at its
<br />designated principal office or such other place as the City may designate in writing, the principal sum of
<br />ONE MILLION THREE HUNDRED SEVENTY EIGHT THOUSAND NINETEEN DOLLARS and
<br />60/100ths Dollars ($1,378,019.60), or so much thereof as remains outstanding from time to time (the
<br />"Principal Balance"), on this Purchase Price Note (the "Note") pursuant to that certain Purchase
<br />Agreement, dated as of , 2024, between the City and the Developer (the "Purchase
<br />Agreement") and that certain Development Assistance Agreement, between the City and the Developer,
<br />dated , 2024 (the "Development Assistance Agreement"), with interest as hereinafter provided,
<br />in any coin or currency which at the time or times of payment is legal tender for the payment of private
<br />debts in the United States of America. All terms capitalized used herein and not defined have the
<br />definitions given such terms in the Purchase Agreement or the Development Assistance Agreement, as
<br />applicable.
<br />1. Commencing on the Closing Date and continuing until the Principal Balance of, and all
<br />accrued interest on, this Note has been repaid in full, interest shall accrue on the Principal Balance at a
<br />rate of 5.00% per annum (the "Interest Rate"). Interest shall be calculated on the basis of a 360-day year
<br />of twelve 30-day months.
<br />2. This Note shall be paid as follows:
<br />(a) The amounts due under this Note shall be payable in semiannual installments,
<br />commencing August 1, 2026, and on each February 1 and August 1 thereafter to and including February
<br />1, 2035, or, if the first day of either February 1 or August 1 should not be a Business Day (as defined in
<br />the Development Assistance Agreement), the next succeeding Business Day (the "Payment Dates") in the
<br />amounts shown in the schedule below constituting payments of principal and interest due (each a
<br />"Payment Installment"). On each Payment Date, the City will credit against the Payment Installment then
<br />due, an amount equal to the Purchase Price Note Pledged Tax Increment received by the City in the 6-
<br />month period preceding such Payment Date. If, on December 1 of each year commencing December 31,
<br />2026 and continuing through December 1, 2035, the Purchase Price Pledged Tax Increment received by
<br />the City in the 12-month period preceding each August 1 payment date is less than the amount shown in
<br />the schedule below for such 12 month period, the Developer shall pay, by check or draft mailed to the
<br />City, an amount equal to the deficiency (the "Shortfall'). The Developer is obligated to pay a Shortfall
<br />within 15 days after receipt of a written notice from the City requesting payment for such Shortfall.
<br />Date
<br />Amount
<br />Date
<br />Amount
<br />Date
<br />Amount
<br />Date
<br />Amount
<br />8/1/2026
<br />$37,985.50
<br />2/1/2029
<br />$109,422.00
<br />8/1/2031
<br />$120,556.00
<br />8/1/2033
<br />$128,595.00
<br />2/1/2027
<br />$37,985.50
<br />8/1/2029
<br />$113,015.00
<br />2/1/2032
<br />$120,556.00
<br />2/1/2034
<br />$128,595.00
<br />8/1/2027
<br />$78,382.50
<br />2/1/2030
<br />$113,015.00
<br />8/1/2032
<br />$124,511.50
<br />8/1/2034
<br />$132,811.50
<br />2/1/2028
<br />1 $78,382.50
<br />1 8/1/2030
<br />1 $116,725.00
<br />1 2/1/2033
<br />1 $124,511.50
<br />1 2/1/2035
<br />1 $132,811.50
<br />EL185\77\951254.v6
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