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WHEREAS, to facilitate financing of the Minimum Improve- men ts and the Addi tional Improvements, Winf ield has sub- divided the Development Property into Parcels A, Band C (as legally descr ibed on Exhibi t A hereto), and has subleased Parcel A to Venture I and has subleased Parcels Band C to Venture II, and the City has issued its $1,850,000 City of New Brighton, Minnesota Commercial Development Revenue Bonds (New Brighton Venture I Project), Series A (the "Series A Bonds") on behalf of Venture I to finance construction of the Minimum Improvements on Parcel A and the City has issued its $2,975,000 City of New Brighton, Minnesota Commercial Development Revenue Bonds (New Brighton Business Center Project), Series B (the "Series B Bonds") to finance con- struction of Addi tional Improvements on Parcels Band C (such Additional Improvements, as described in the Construc- tion Plans therefor submitted to the City pursuant to Sec- tion 4.5 of the Development Agreement, hereinafter referred to as the "Venture II Improvements"; WHEREAS, wi th respect to the issuance of the Ser ies A Bonds, the City, Winfield and Venture I have executed that certain Certificate and Letter Agreement, dated September 1, 1983 (the "Series A Letter Agreement"), making certain amendments to the Development Agreement and providing that Venture I may exercise certain rights of Winfield under the Development Agreement; WHEREAS, wi th respect to the issuance of the Ser ies B Bonds, the City, Winfield and Venture II have executed that certain Certificate and Letter Agreement and Amendment to Assessment Agreement, dated December 1, 1983 (the "Series B Letter Agreement"), including, among other terms the fol- lowing provisions: (i) that Venture II shall be able to exercise certain rights of Winf ield and shall also have certain obligations of Winfield under the Development Agree- ment; (ii) that all adjustments to Winfield's rent obliga- tions under the Development Agreement pursuant to the con- struction of Additional Improvements and execution of a Supplemental Assessment Agreement with respect thereto apply solely to the Parcel B Rent (as defined in the Series B Letter Agreement); and (iii) that the Or iginal Assessment Agreement was amended to allocate the Assessor's Minimum Market Value established in the Or iginal Assessment Agree- ment between Parcel A and Parcels Band C: WHEREAS, the Minimum Improvements have been completed by Venture I and Venture II is prepared to commence construc- tion of the Venture II Improvements on Parcels Band C; and WHEREAS, Winfield, Venture I and Venture II desire to establish an Assessor's Minimum Market Value for the Venture - 2 -