EX-10.8






	 	 	 	 	 
	WELLS FARGO BANK,	 	CONSTRUCTION LOAN NOTE
	NATIONAL ASSOCIATION	 	OF STINGRAY PROPERTIES, LLC
	$	4,000,000.00	 	 	September 16, 2005







FOR VALUE RECEIVED, STINGRAY PROPERTIES, LLC (the “Borrower”) promises to pay to the order of
Wells Fargo Bank, National Association (the “Bank”), at its principal office or such other
address as the Bank or holder may designate from time to time, the principal sum of FOUR MILLION
AND NO/100s DOLLARS ($4,000,000.00), or the amount shown on the Bank’s records to be
outstanding, plus interest (calculated on the basis of actual days elapsed in a 360-day year)
accruing each day on the unpaid principal balance. Absent manifest error, the Bank’s records
shall be conclusive evidence of the principal and accrued interest owing hereunder.



INTEREST:



(a) Beginning from the date hereof through the month in which the Phase II Completion Date (as
defined in the Loan Agreement, which, in turn, is defined below) occurs, interest shall accrue on
the unpaid outstanding principal balance of this Construction Loan Note at a floating rate per
annum equal to the sum of LIBOR and a margin of one and one-quarter percent (1.25/0). “LIBOR” is
the rate per annum for United States dollar deposits quoted by the Bank as the Inter-Bank Market
Offered Rate, rounded upward if necessary to the nearest whole 1/8th of 1%, with the
understanding that such rate is quoted for the purpose of calculating effective rates of interest
for loans making reference thereto. Borrower understands and agrees that the Bank may base its
quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of
the Inter-Bank Market as the Bank in its discretion deems appropriate including, but not limited
to, the rate offered for U.S. dollar deposits on the London Inter-Bank Market.



With respect to each LIBOR designation hereunder, the Bank is hereby authorized to note the date,
principal amount, and interest rate applicable thereto and any payments made thereon on the
Bank’s books and records (either manually or by electronic entry) and/or on any schedule attached
to this Construction Loan Note, which notations shall be prima facie evidence of the accuracy of
the information noted. If the Board of Governors of the Federal Reserve System (or any successor)
prescribes a reserve percentage (the “Reserve Percentage”) for “Eurocurrency Liabilities” (as
defined in Regulation D of the Federal Reserve Board, as amended), then the above definition of
LIBOR shall be the “Base LIBOR”, and “LIBOR” shall mean: Base LIBOR divided by (100% minus LIBOR
Reserve Percentage). “LIBOR Reserve Percentage” means the Reserve Percentage adjusted by the Bank
for expected changes in such reserve percentage.



If the Bank at any time shall determine that for any reason LIBOR cannot be adequately
ascertained, or that the Bank can no longer offer LIBOR for legal reasons, then the Bank may
replace the Index with the daily floating Prime Rate and accrue interest on this Construction
Loan Note at the Prime Rate plus the Margin (adjusting each time the Prime Rate changes), and
the Borrower shall pay to the Bank


immediately upon demand such amounts as may be necessary to compensate the Bank for any
fines, fees, charges, penalties or other costs incurred or payable by the Bank as a result
thereof and which are attributable to such LIBOR-based rates. Similarly, if any tax, reserve,
special deposit, compulsory loan or similar requirement or condition is imposed upon the Bank for
making LIBOR-based rates available, then the Borrower shall pay to the Bank immediately upon
demand such amounts as may be necessary to compensate the Bank for any additional costs incurred
and/or reductions in amounts received by the Bank that are attributable to such LIBOR-based
rates.



(b) Beginning on the first day of the month following the month in which the Phase
II Completion Date occurs, interest shall accrue on the unpaid outstanding principal balance of
this Construction Loan Note at a fixed rate per annum of six percent (6.00%).



(c) From and including the date of an Event of Default (as defined in the Loan
Agreement) and so long as an Event of Default is outstanding, the unpaid principal balance
shall interest at the annual rate of four percent (4.0%) in excess of the rate that would
otherwise be in effect under this Construction Loan Note.



REPAYMENT TERMS: Principal and interest on this Construction Loan Note shall be due and payable
as follows:



(a) Beginning October 1, 2005, and continuing on the first day of every month
thereafter through the first day of the month following the month in which the Phase II
Completion Date occurs, monthly installments of accrued interest only;



(b) Beginning on the first day of the second month following the month in which the
Phase II Completion Date occurs and continuing on the first day of every month thereafter,
monthly installments of accrued interest (from the first day of the previous month through the
last day of the previous month) PLUS principal in accordance with Schedule I attached hereto;
and



(c) The entire outstanding principal balance and unpaid accrued interest shall be due
and payable in full on September 1, 2020 (the “Maturity Date”).



LATE FEE: Each time that a payment is not paid within five (5) days of its scheduled due date,
the Borrower shall pay the Bank, on demand, a late fee of five percent (5.0%) of the past-due
payment. The Bank’s assessment or acceptance of payment of a late fee shall not constitute a
waiver of any default or a waiver of the Bank’s right to accelerate or demand payment of this
Construction Loan Note.



PREPAYMENT TERMS: Principal may prepay principal in whole or in part at any time, without
premium or penalty.



ADDITIONAL TERMS AND CONDITIONS: This Construction Loan Note is issued under that Construction -
Term Loan Agreement of even date herewith between the Bank and the Borrower (the “Loan
Agreement”). The terms and conditions of the Loan Agreement are’ incorporated herein by
reference. This Construction Loan Note is subject to that certain Interest Rate Swap Agreement
dated of even date herewith (the “Swap Agreement”). The terms and Conditions of the Swap
Agreement are incorporated herein by reference. The Borrower shall pay all costs of collection,
including reasonable attorneys’ fees and legal expenses incurred by the Bank, whether or not suit
is commenced. This Construction Loan Note shall be governed by the substantive laws of the State
of Minnesota.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR: Borrower and any other person who signs,
guarantees or endorses this Construction Loan Note, to the extent allowed by law, hereby waives
presentment, demand for payment, notice of dishonor, protest, and any notice relating to the
acceleration of the maturity of this Construction Loan Note.



STINGRAY PROPERTIES, LLC,


a Minnesota limited liability company



	 	 	 
	By: /s/ Gary Verkinnes

	Name:

	 	Gary Verkinnes






Title: Vice President