Amendment No. 5 to Horizon/CarteGraph Development AgreementAMENDMENT NO. 5
TO
DEVELOPMENT AGREEMENT
THIS AMENDMENT (the "Amendment"), made and executed as of this Ist day of N%eY999, by and
among the CITY OF DUBUQUE, IOWA, a municipality (the "City"), established pursuant to the Code o Iowa of the State
of Iowa and acting under authorization of Chapter 403 of the Code of Iowa, as amended (the "Urban Renewal Act',
HORIZON/DUCARTE, LLC, a Wisconsin limited liability company, with its principal place of business in Madison,
Wisconsin, as assignee of and successor -in -interest to Horizon Development Group, LLC under a certain Assignment and
Assumption Agreement dated as of April 30,1999 (the "Developer"), and CARTEGRAPH SYSTEMS, INC., an Iowa
corporation, with its principal place of business in Dubuque, Iowa (the "Employer"),
WITNESSETH:
WHEREAS, the above -identified City, Developer and Employer are parties to a certain Development Agreement
dated January 18, 1999, as amended by Amendments No. 1 thereto dated February 1, 1999, Amendment No. 2 thereto
dated March 1, 1999, Amendment No. 3 thereto dated April 5, 1999 and Amendment No. 4 thereto dated June 7, 1999
(together, the "Development Agreement', pertaining to, inter alia, the purchase, sale, development and use of certain real
property located in the City of Dubuque, County of Dubuque, State of Iowa (the "Property") which is more fully described
as:
Lots 10 and 11, Block 2 of Dubuque Technology Park; and
WHEREAS, the Development Agreement provides, inter alia, for the issuance of an urban renewal tax increment
revenue obligation by the City as the means of funding an Economic Development Grant to the Developer; and
WHEREAS, the parties have determined that it is appropriate to amend the Development Agreement so as to
provide further assurances to the purchaser of the City's tax increment obligation; and
WHEREAS, unless otherwise specifically defined in this Amendment, the capitalized terms shall have the same
meanings which are assigned to them in the Development Agreement.
NOW, THEREFORE, in consideration of the Agreement, the foregoing recitals, the mutual covenants, terms
and conditions hereinafter set forth and other valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the City, Developer and Employer do hereby agree to modify, amend and supplement the Agreement, as
follows:
1. Amendment and Supplementation of Section 4. The parties agree that Section 4 of the Development
Agreement shall be and hereby is amended and supplemented by incorporating as a part of said Section the following
paragraph 4.12:
4.12 Developer Guaranty The parties reasonably expect that the annual tax increment revenues to be
derived from the Property and the Minimum Improvements in any year will exceed the minimum amount
needed to pay when due the principal and interest of the Notes coming due in that year. Developer
agrees that if for any reason the tax increment revenues collected by the City in respect of the Property
and the Minimum Improvements are less than the amount necessary to pay all of the principal and
interest on the Notes coming due on or after December 31, 2001, then Developer shall pay to the City,
promptly upon City's written demand therefor, the difference between (a) the tax increment revenues
actually collected by City and available for repayment of the Notes and (b) the amount of principal and
interest then due on the Notes. Any provision of this Section 4.12 to the contrary notwithstanding, the
City hereby warrants, represents, covenants and agrees with and for the benefit of the Developer that (i)
the aggregate principal amount of the Notes shall not exceed $360,000.00; (ii) the payment schedule and
terms of the Notes shall correspond with those set forth in Schedule A attached hereto; (iii) the City shall
deposit promptly into a segregated interest -bearing escrow account (the "Escrowed Funds") the balance
of Loan Proceeds remaining after payment of the $250,000.00 Economic Development Grant to
Developer, fees payable to the City's bond counsel and scheduled advances for the payment of accrued
interest through June 30, 2001; and (iv) the City shall not make written demand for payment from
Developer hereunder until the Escrowed Funds, together with all interest accruing thereon, have been
exhausted through their application from time to time to the payments coming due under the Notes on
or after December 31, 2001.
2. Ratification and Reaffirmation. The parties hereto hereby ratify and reaffirm all terms and conditions
of the Development Agreement which are not expressly modified, amended or supplemented herein and acknowledge and
agree that the Development Agreement, as modified, amended and supplemented hereby, shall continue in full force and
effect for the duration and to the extent therein provided.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly
authorized officers or representatives as of the date and year first above written.
CITY OF DUBUQUE, IOWA
(the "City")
by: uC/G
Teri
by:.17
CARTEGRAPH SYSTEMS, INC.
(tp
by
HORIZON/DUCARTE, LLC
(the "Developer")
by:
Charles V. Heath, Authorized Member
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