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HomeMy WebLinkAbout6819 - ADMIN Resolution - City Council - 1981/04/20RESOLUTION NO. 6819 Resolution Giving Consent to the Amendment of the Combination Mortgage, Security Agreement and Fixture Financing Statement Relating to the Issuance and Sale of $1,500,000 Industrial Development Revenue Bonds (CKR Development Company Project -- Minnesota Rubber Company, Lessee) WHEREAS, the City of St. Louis Park ["City"], by Resolution 6403 dated October 15, 1979, gave final approval to the issuance and sale of $1,500,000 Industrial Development Revenue Bonds (CKR Development Company Project -- Minnesota Rubber Company, Lessee), Series 1979A and Series 1979B [hereinafter sometimes referred to as the "Bonds," "Series 1979A Bond," or "Series 1979B Bond"), to finance the construc- tion of a project by CKR Development Company, a Minnesota general partnership ["Company"], consisting of the improvement of land leased by the Company from Minnesota Rubber Company, a Minnesota corporation ("Fee Owner"), and construction thereon of certain improvements includ- ing an office building of approximately 25,000 square feet, which building was then to be leased by the Company to Fee Owner for use by Fee Owner as a corporate headquarters ("Project"); and WHEREAS, Fee Owner and Company executed a Combination Mort- gage, Security Agreement and Fixture Financing Statement dated Novem- ber 19, 1979 ("Mortgage"), which Mortgage is intended to secure full and prompt payment of the Bonds by creating a first mortgage lien on the land and building which form a part of the Project, and by creating a security interest in certain equipment and fixtures located thereon; and WHEREAS, Northwestern National Bank of Minneapolis, a national banking association ["Bank"], has purchased the Series 1979A Bond from the City by making advances in an aggregate principal amount of $1,000,000, and NWNL Reinsurance Company, formerly known as NWNL Property and Casualty Insurance Company, a Minnesota corporation ("NWNL"), has purchased the Series 1979B Bond from the City by making advances in an aggregate principal amount of $500,000 [collectively the "Mortgagees"); and WHEREAS, the Mortgagees now hold 100 percent of the outstanding Bonds; and WHEREAS, the Project has been fully completed; and WHEREAS, the Fee Owner desires two modifications of the Mortgage: first, due to changed business circumstances, Fee Owner desires to amend Section 18(c)(v), which places a maximum dollar limitation on the amount which the Fee Owner can lend to certain affiliated parties, and second, the Fee Owner desires to amend Section 30(d) to create a simpli- fied procedure for amending the Mortgage in the future; and r f WHEREAS, Section 9.03 of the Loan and Bond Purchase Agreement made by and among the City, the Mortgagees, and the Company dated as of November 19, 1979, states that no amendment or modification of the Mortgage shall be effective unless it shall have been signed by the hold- ers of 100 percent of the outstanding Bonds and the consents of the City, the Company, and the Mortgagees shall have been obtained; and WHEREAS, in compliance with said Section 9.03, the City is advised that each of said parties is willing to consent to the amendments herein- above described, and the holders of 100 percent of the outstanding Bonds are willing to execute an instrument effecting such amendments; and WHEREAS, the City has determined that the amendments hereinabove described are not detrimental to the City's interests and will enable the Fee Owner to function more effectively and, therefore, has agreed to consent to said amendments. NOW, THEREFORE, BE IT RESOLVED by the City Council of St. Louis Park as follows: 1. On the basis of the recitals herein contained and the information furnished to the City, it is determined that it is in the best interest of the Project that the Mortgage be amended to: (1) increase to $500,000 the maximum amount which the Fee Owner may lend to certain affiliated parties, and (ii) simplify the amend- ment procedure now set forth in the Mortgage. 2. The City hereby gives its consent to the amendment of Sections 18(c)(v) and 30(d) of the Mortgage, set forth in the First Amendment to Combination Mortgage, Security Agreement and Fixture Financing Statement, a copy of which is attached hereto as Exhibit A ["First Amendment"]. 3. The City hereby directs the Mayor and the City Manager, for and on behalf of the City, to execute and deliver the Consent by City of St. Louis Park to the First Amendment to the Mortgage, and to execute and deliver such other documents as may be desirable and necessary to further give effect to the First Amendment to the Mortgage described herein. Adopted by the City Council, At st: Ma April 20 , 1981. /74zeL,( Approved as to form and legality: PP City Clerk rj) ell ty Manager City Attor ey -2- FIRST AMENDMENT TO COMBINATION MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT This First Amendment to Combination Mortgage, Security Agreement and Fixture Financing Statement is made as of this day of , 1981, by and among MINNESOTA RUBBER COM- PANY, a Minnesota corporation ["Fee Owner"], CKR DEVELOPMENT COMPANY, a Minnesota general partnership ["Company"], and NORTH- WESTERN NATIONAL BANK OF MINNEAPOLIS, a national banking asso- ciation ("Bank") and NWNL REINSURANCE COMPANY, formerly known as NWNL Property and Casualty Insurance Company, a Minnesota corpora- tion ["NWNL"] [collectively the "Mortgagees"]. WHEREAS, the City of St. Louis Park ["City"] has issued $1,500,000 Industrial Development Revenue Bonds (CKR Development Company Project -- Minnesota Rubber Company, Lessee) Series 1979A and Series 1979B [hereinafter sometimes referred to as the "Bonds," "Series 1979A Bond," or "Series 1979B Bond"], pursuant to that certain Loan and Bond Purchase Agreement dated as of November 19, 1979, made by and among the City, the Company, and the Mortgagees ["Loan Agree- ment"); gree- ment"]; and WHEREAS, the Bank has purchased the Series 1979A Bond from the City by making advances from time to time in an aggregate principal amount of $1,000,000, and NWNL has purchased the Series 1979B Bond from the City by making advances from time to time in an aggregate principal amount of $500,000; and WHEREAS, the Mortgagees now hold 100 percent of the outstanding Bonds, and WHEREAS, the Fee Owner and the Company executed a Combination Mortgage, Security Agreement and Fixture Financing Statement dated November 19, 1979 ["Mortgage"], which Mortgage is intended to secure full and prompt payment of the Bonds by creating a first mortgage lien on that certain tract of land legally described in Exhibit A hereto and on the office building and other improvements located thereon [the "Mort- gaged Property"], and by creating a security interest in certain equip- ment and fixtures located on the Mortgaged Property; and WHEREAS, the Fee Owner,desires two modifications of the Mortgage: first, due to changed business circumstances, the Fee Owner desires to amend Section 18(c)(v), which places a maximum dollar limitation on the amount which the Fee Owner can lend to certain affiliated parties, and second, the Fee Owner desires to amend Section 30(d) to create a simpli- fied procedure for amending the Mortgage in the future; and WHEREAS, Section 9.03 of the Loan Agreement provides that no amendment of the Mortgage shall be effective unless the amendment shall have been signed by the holders of 100 percent of the outstanding Bonds and the consents of the City, the Company, and the Mortgagees shall have been obtained; and WHEREAS, in compliance with said Section 9.03, each of said parties consents to this First Amendment to Combination Mortgage, Security Agreement and Fixture Financing Statement, and the holders of 100 percent of the outstanding Bonds shall be signatories hereto. NOW, THEREFORE, the parties hereto mutually agree as follows: 1. Section 18(c)(v) of the Mortgage is hereby amended by deleting the dollar amount "$100,000" in line 5 of said Section and inserting the dollar amount "$500,000" in its place. 2. The language now set forth in Section 30(d) of the Mort- gage is deleted in its entirety and the following inserted in its place: (d) This Mortgage may be amended by a written instrument duly executed by the parties hereto, to which the holders of 100 percent of the outstanding Bonds shall have given their written consents. 3. Except as provided in Paragraphs 1 and 2 hereof, all other provisions of the Mortgage shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Combination Mortgage, Security Agreement and Fixture Financing Statement to be duly executed as of the day and year above first written and hereby give their consents hereto. CKR DEVELOPMENT COMPANY By Partner And Partner And Partner -2- 4 STATE OF MINNESOTA COUNTY OF HENNEPIN MINNESOTA RUBBER COMPANY By Its And Its NORTHWESTERN NATIONAL BANK OF MINNEAPOLIS By Its BONDHOLDER NWNL REINSURANCE COMPANY By Its BONDHOLDER The foregoing instrument was acknowledged before me, a Notary Public within and for said county and state, this day of , 1981, by ROBERT W. CARLSON, JR., a partner, DAVID F. KOENIG, a partner, and JOHN RENTSCHLER, a partner, on behalf of CKR DEVELOPMENT COMPANY, a Minnesota general partner- ship. -3- Notary Public STATE OF MINNESOTA COUNTY OF HENNEPIN The foregoing instrument was acknowledged before me, a Notary Public within and for said county and state, this day of , 1981, by , its and by , its , on behalf of MINNESOTA RUBBER COMPANY, a Min- nesota corporation. STATE OF MINNESOTA COUNTY OF HENNEPIN Notary Public The foregoing instrument was acknowledged before me, a Notary Public within and for said county and state, this day of , 1981, by , its , on behalf of NORTHWESTERN NATIONAL BANK OF MINNEAPOLIS, a national banking association. STATE OF MINNESOTA COUNTY OF HENNEPIN Notary Public The foregoing instrument was acknowledged before me, a Notary Public within and for said county and state, this day of , 1981, by , its , on behalf of NWNL REINSURANCE COMPANY, a Minnesota corporation. -4- Notary Public r CONSENT BY CITY OF ST. LOUIS PARK . The undersigned, for and on behalf of the City of St. Louis Park, do hereby consent to the terms and provisions contained in, the foregoing First Amendment to Combination Mortgage, 'Security - Agreement 'and Fix= ture Financing Statement, dated as of the -dayof ' , 1981, and acknowledge that they have been authorized to execute this Consent by Resolution No. of the City 'of St: Louis Park, adopted on , 1981. • -i' CITY OF ST. LOUIS 'PARK By Mayor And THISF'INSTRUMENT WAS DRAFTED D BY: ttliI LEONARD,, STREET A•ND• DEINARD (PJM) 1200] National, City Bank Building 510' Marquette'JAvenue Minneapolis, Minnesota' 55402 City Man'ager f EXHIBIT A TO FIRST AMENDMENT TO COMBINATION MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT Par 1: Lot 7, and that part of the North Half of the vacated alley adjoin- ing Lot 7, Block 47, "St. Louis Park Centre", lying between the extensions across it of the East line of said Lot 7 and the West line of Lot 44, Block 47, "Rearrangement of St. Louis Park", Lots 8 to 11 inclusive, all in Block 47, "St. Louis Park Centre", according to the recorded plat thereof, in and for Hennepin County, Minnesota. Par 2: Lots 37, 38 and 39, and that part of the North Half of the vacated alley adjoining Lots 37, 38 and 39, Block 47, "Rearrangement of St. Louis Park", which lies between the extensions across it of the West line of said Lot 39 and the East line of Lot 37, Block 47, all in "Rearrangement of St. Louis Park", according to the recorded plat thereof, in and for Hennepin County, Minnesota. Being registered land as is evidenced by Certificate of Title No. 412734. -6-