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6.3. EDSR 12-21-2015 Request for Action To Item Number Economic Development Authority 6.3 Agenda Section Meeting Date Prepared by General BusinessDecember 21, 2015Amanda Othoudt, EDD Item Description Reviewed by Satisfaction Agreement for Alliance Machine Cal Portner, City Administrator Reviewed by Action Requested Approve, by motion, a resolution and a certificate of forgiveness for Alliance Machine. Background/Discussion The EDA passed the Forgivable Loan guidelines in February of 2013. The program was designed to stimulate private sector investment, help spur new construction, create and retain employment opportunities, and promote the sale of city-owned property. At the time of application, Alliance Machine occupied a 24,000 square foot facility in the city-developed Northstar Business Park. They requested $200,000 to help fund an 18,000 square foot expansion. The expansion was designed to help bolster shipping and receiving capacity to build mass production capacity. As a result, the addition would result in the creation of 6 new jobs and induce $1.4 million in private investment. The City Council formally approved the request on April 15, 2013 with the project commencing on June 17, 2013. As part of the Loan Agreement, Alliance Machine was required to create six jobs with four of the six jobs awarded to low to moderate income individuals. Alliance Machine was also required to retain these jobs for a minimum of one year. Upon completion of all the goals and requirements set forth by the Forgivable Loan policy, the loan would be forgiven. Alliance Machine has since met these goals and has formally requested a satisfaction of the Loan Agreement by the EDA. Financial Impact N/A Attachments  Resolution  Certificate of Forgiveness  UCC Financing Statement  UCC Financing Statement Amendment  Alliance Machine Letter of Request  Forgivable Loan Program – Loan Agreement  Promissory Note  Security Agreement  Personal Guaranty  Subsidy Agreement  Subordination Agreement N:\\Departments\\Community Development\\Economic Development\\EDA\\Administrative\\Agenda\\EDA Agenda Packets\\2015\\12-21-2015\\6.3 sr Satisfaction Agreement - Alliance Machine.docx ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER COUNTY OF SHERBURNE STATE OF MINNESOTA RESOLUTION NO. _________ RESOLUTION APPROVING ISSUANCE OF A CERTIFICATE OF FORGIVENESS WHEREAS, Alliance Machine, Inc. (the “Borrower”) has heretofore entered into a Loan Agreement Agreement, dated June 17, 2013, by and between the Economic Development Authority of the City of Elk River (“EDA”) and the Borrower (the “Loan Agreement”); and WHEREAS, in accordance with Section 6 of the Loan Agreement the Borrower has notified the EDA that all conditions have been met for the loan to be forgiven and has requested that the EDA issue a Certificate of Forgiveness. NOW THEREFORE BE IT RESOLVED By the Board of Commissioners (the “Board”) of the Economic Development Authority of the City of Elk River (“EDA”) as follows: Section 1. EDA Approval. The EDA hereby finds that conditions have been met for the loan to be forgiven, and the President and the Executive Director are hereby authorized and directed to execute the Certificate of Forgiveness on behalf of the EDA and deliver the Note and the Guaranty (as defined in the Loan Agreement) to the Borrower. Approved by the Board of Commissioners of the Economic Development Authority of the st City of Elk River this 21 day of December, 2015. President ATTEST: Secretary 472796v1 JSB EL185-13 CERTIFICATE OF FORGIVENESS December ___, 2015 WHEREAS , the Economic Development Authority of Elk River, Minnesota (the “EDA”), a body corporate and politic subdivision of the State of Minnesota and Alliance Machine, Inc., a Minnesota corporation (the “Borrower”) have entered into a Loan Agreement dated June 17, 2013 (the “Loan Agreement”); and WHEREAS, the Loan Agreement requires the Borrower to meet certain conditions as set forth in the Loan Agreement; WHEREAS, the Borrower has met the conditions set forth in the Loan Agreement to forgive the loan; NOW, THEREFORE, this is to certify that the Borrower has met the conditions set forth in the Loan Agreement to forgive the loan. As a result, the EDA shall forgive all outstanding principal and interest due on the loan and relieve the Borrower of all further obligations under the Loan Agreement and deliver to the Borrower the following: (a)Promissory Note marked cancelled; (b)the Guaranty (as defined in the Loan Agreement) to the Borrower; and (c)UCC Termination Statement (to be completed and filed in the Borrower’s discretion). IN WITNESS WHEREOF, the Economic Development Authority of Elk River, Minnesota has caused this Certificate of Forgiveness to be executed with by its duly authorized officer as of the date first written above. ECONOMIC DEVELOPMENT AUTHORITY OF ELK RIVER, MINNESOTA By President By Executive Director 472797v1 JSB EL185-13 1 UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS Alice Campbell 612.632.3031 rAlice Campbell Gray Plant Monty 80 S 8th St Suite 500 L Minneapolis MN 55402 J ULU I UKti NAME: Provide only gab. Debta name (ia or 1b) (use exact, full name: do not omb, mollify, or abbreviate any part of the Dana's name); if any part of the Individual Debtor's name will not fit in line 10, leave all of item 1 blanc, check here ❑ and aovide the Individual Debta information in item 10 of Ne Financing Statement Addendum (Poon UCC1Ad) 2. DEBTORS NAME: FYovideonlylag Debtor name (2a or 2b) (use exact, full name: do not ornit, modify, or abbreviate any part of the Debtor's name): if any part of the Individual Debtors name We not fit in line 21b, leave all of item 2 blank, check here ❑ and provide Na Individual Debtor infamabon in its. 10 of the Financing Statement Addendum (Form UCC1Ad) Ia. ORGANIZATIONS NAME OR ALLIANCE MACHINE, INC. OR lb. I NDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)ANITIAL(S) SUFFIX tc. MAILING ADDRESS CITY STATE POSTALCODE COUNTRY 17520 Tyler Street Elk River MN 55330 USA 2. DEBTORS NAME: FYovideonlylag Debtor name (2a or 2b) (use exact, full name: do not ornit, modify, or abbreviate any part of the Debtor's name): if any part of the Individual Debtors name We not fit in line 21b, leave all of item 2 blank, check here ❑ and provide Na Individual Debtor infamabon in its. 10 of the Financing Statement Addendum (Form UCC1Ad) 3. SECURED PARTY'S NAME (a NAME of ASSIGNEE of ASSIGNOR SECURED PARTY): Provide only glut Seared Party name (3a a 3b) 2a. ORGANIZATION'S NAME OR b.INDIVIDUAL'SSURNAME FIRST PERSONAL NAME ADDITIONAL NAME(s)ANTIAL(S) SUFFIX 2c. MAILING ADDRESS CITY STATE POSTALCODE COUNTRY 3. SECURED PARTY'S NAME (a NAME of ASSIGNEE of ASSIGNOR SECURED PARTY): Provide only glut Seared Party name (3a a 3b) 4. COLLATERAL: This financing statement covers the follovdng collateral: All of the following property of Debtor, whether now owned or hereafter acquired and wherever located: (a) equipment Specified on the attached Exhibit A; (b) accessions, additions and improvements to, replacements ci ; and substitutions for any of the foregoing; (c) all products and proceeds of any of the foregoing; and (d) books, records and data in any form relating to any of the foregoing. Including but not limited to one Okuma MB -4000H Horizontal Machining Center, being purchased from Hegman Machinery, with the following additional Options: FMS I/F 200 HR Lube Tank; Extended Cap. Drain Tank; DNC C Ethernet for FMS; and FMS APC Prep -Wing Block on which Secured Party claims a purchase money security interest. 5. Check MIX if applicable and check MIX one box: Collateral is I held in a Trust (sae UCC1Ad, Item 17 and Instructions) being adminslered by a Decedent's Personal Representative 6a. Check gugya applicable and check drily one box: 5b. Cr-h-e1ck only if applicable and check 2WI one box: Publ!pFinance Tdudmbdon Manufactured -Hama Transadico � A Debtor is a Traramdting Utility 1 1 Agricultural Lien 1 Non -UCC Fling 7. ALTERNATIVE DESIGNATION til apdicablel: Lessee/Lessor Consignee/Con skln0, Seller/Buyer Bakee'aaila LicenseelUcansa GPM m.77310 GP:3448248 v1 International Association of Commercial Administrators (IACA) FILING OFFICE COPY —UCC FINANCING STATEMENT (Form UCC7) (Rev. 04/20/11) 3a. ORGANIZATION'S NAME ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER OR � INDPnDUAUSSURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)dNITIAL(S) SUFFIX 3c. MAILING ADDRESS CITY STATE POSTALCODE COUNTRY 13065 Orono Parkway Elk River MN 55330 USA 4. COLLATERAL: This financing statement covers the follovdng collateral: All of the following property of Debtor, whether now owned or hereafter acquired and wherever located: (a) equipment Specified on the attached Exhibit A; (b) accessions, additions and improvements to, replacements ci ; and substitutions for any of the foregoing; (c) all products and proceeds of any of the foregoing; and (d) books, records and data in any form relating to any of the foregoing. Including but not limited to one Okuma MB -4000H Horizontal Machining Center, being purchased from Hegman Machinery, with the following additional Options: FMS I/F 200 HR Lube Tank; Extended Cap. Drain Tank; DNC C Ethernet for FMS; and FMS APC Prep -Wing Block on which Secured Party claims a purchase money security interest. 5. Check MIX if applicable and check MIX one box: Collateral is I held in a Trust (sae UCC1Ad, Item 17 and Instructions) being adminslered by a Decedent's Personal Representative 6a. Check gugya applicable and check drily one box: 5b. Cr-h-e1ck only if applicable and check 2WI one box: Publ!pFinance Tdudmbdon Manufactured -Hama Transadico � A Debtor is a Traramdting Utility 1 1 Agricultural Lien 1 Non -UCC Fling 7. ALTERNATIVE DESIGNATION til apdicablel: Lessee/Lessor Consignee/Con skln0, Seller/Buyer Bakee'aaila LicenseelUcansa GPM m.77310 GP:3448248 v1 International Association of Commercial Administrators (IACA) FILING OFFICE COPY —UCC FINANCING STATEMENT (Form UCC7) (Rev. 04/20/11) 1b.This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13 THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY RESTATE covered collateral ASSIGN collateral Check one of these three boxes to: FIRST PERSONAL NAME SUFFIXADDITIONAL NAME(S)/INITIAL(S)OR A. NAME & PHONE OF CONTACT AT FILER (optional) 1a. INITIAL FINANCING STATEMENT FILE NUMBER PARTY INFORMATION CHANGE: ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9 For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8 TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination Statement CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law 2. 3. 4. 6b. INDIVIDUAL'S SURNAME 6a. ORGANIZATION'S NAME DELETE name: Give record name to be deleted in item 6a or 6b 6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b) 7. CHANGED OR ADDED INFORMATION: Complete for Assignment or Party Information Change - provide only one name (7a or 7b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor’s name) 8. UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS ADD name: Complete item 7a or 7b, and item 7c OR FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S)SUFFIX 9a. ORGANIZATION'S NAME 9b. INDIVIDUAL'S SURNAME 10. OPTIONAL FILER REFERENCE DATA: 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment) If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor B. E-MAIL CONTACT AT FILER (optional) C. SEND ACKNOWLEDGMENT TO: (Name and Address) CHANGE name and/or address: Complete item 6a or 6b; and item 7a or 7b and item 7cDebtor or Secured Party of record Check one of these two boxes:AND This Change affects 5. ADD collateral DELETE collateralCOLLATERAL CHANGE:Also check one of these four boxes: OR 7a. ORGANIZATION'S NAME POSTAL CODECITY7c. MAILING ADDRESS 7b. INDIVIDUAL'S SURNAME INDIVIDUAL'S FIRST PERSONAL NAME INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S) STATE SUFFIX COUNTRY Indicate collateral: FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) ALLIANCE MACHINE INC. 17520 Tyler Street — Elk River — Minnesota — 55330 — 763-274-2139 phone — 763-274-2190 fax — www.alliancemachine.com — sales a alliancemachine.wm To Whom It May Concern: Alliance Machine has satisfied all job and wage goals as identified on our forgivable loan agreement and Alliance Machine is requesting a satisfaction agreement forgiving the entire principle balance of the note dated June 17, 2013. 12/14/2015 Bryan Prov , i e President FORGIVABLE LOAN PROGRAM LOAN AGREEMENT THIS LOAN AGREEMENT ("Agreement") is made effective as of June 17, 2013 (the "Closing Date"), by and between Alliance Machine, Inc., a Minnesota corporation ("Borrower"), and Economic Development Authority of the City of Elk River, a public body corporate and politic of the State of Minnesota ("Lender"). RECITALS A. Borrower has applied to Lender for a term equipment loan on the Loan Property (as hereinafter defined) under Lender's "Forgivable Loan Program" in the principal amount of Two Hundred Thousand and No/100s Dollars ($200,000.00)(the "Loan"). B. Lender is willing to make the Loan to Borrower, subject to all of the terms and conditions of this Agreement. C. Contemporaneously with the execution hereof, Borrower is executing and delivering to Lender the following security documents: (i) A Promissory Note ("Note") effective as of the date herewith made by Borrower and payable to the order of Lender, in the original principal amount of $200,000.00; (ii) A Security Agreement securing the Note ("Security Agreement"). The Security Agreement is of even date herewith, is executed by Borrower, as debtor, in favor of Lender, as secured party, and provides a security interest in certain equipment to be purchased using the proceeds of the Loan (the "Equipment"); (iii) A personal guaranty of Bryan Provo (the "Guaranty"), Vice President and shareholder of Borrower; and (iv) A Subsidy Agreement. NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, it is hereby agreed as follows: 1. Amount and Pumose of Loan. Borrower agrees to take and Lender agrees to make a Security Agreement loan in the principal amount of $200,000.00 to be advanced in a single disbursement as hereinafter provided, the Loan to be evidenced by the Note and secured by the Security Agreement, the Guaranty, the Subsidy Agreement and any other security document required under this Agreement. The Loan proceeds will be used only to pay for the costs of purchasing the Equipment (the "Project"). 2. The Project. The Project consists of two parts: (i) an expansion of the Borrower's manufacturing facility at 17520 Tyler Street NW, Elk River, Minnesota (the "Expansion"); and (ii) the purchase of the Equipment. Borrower has provided Lender a list of the Equipment that it intends to purchase for use in its business, attached hereto as Exhibit A. Borrower will complete the purchase of the Equipment and, to the extent possible, take delivery of the same, on or before November 1, 2013. Borrower will provide Lender a final list of Equipment purchased, including any VIN or serial or unit number, within five (5) business days after taking receipt of the Equipment. 3. Security Agreement. The Security Agreement will provide Lender with a 1St position security interest in the Equipment. Prior to closing, Borrower will provide a subordination agreement (the "Subordination Agreement"), in form and content acceptable to Lender (in Lender's sole discretion) from the Bank of Elk River (the "Bank"), subordinating any and all security interests the Bank may have against the Equipment to Lender's security interest therein. Borrower agrees to promptly and fully observe and comply with the reasonable requirements of Lender with respect to the Security Agreement, disbursements of funds and such other reasonable requirements as Lender may make. 4. Documents to be Delivered. Borrower covenants and agrees to immediately cause the compliance with the following conditions: (a) Note. Deliver to Lender the Note. (b) Security Agreement. Deliver to Lender the Security Agreement, together with evidence that the Security Agreement has been or will be duly filed for record. (c) Guaranty. Deliver to Lender the Guaranty. (d) Subsidy Agreement. Deliver to Lender the Subsidy Agreement. (e) Subordination Aereement. Deliver to Lender the Subordination Agreement. (f) Other Financing Documentation/Consents. Deliver to Lender all documentation for the loan facility entered into between Borrower and the Bank of Elk River for the Project ("Other Financing"), as well as all documentation for any other loan facility that provides any third party a security interest in the assets of Borrower. (g) Organizational Documents and Resolutions. Deliver to Lender copies of Borrower's: (i) articles of organization, certified by the Minnesota Secretary of State, (ii) a certificate of good standing issued by the Minnesota Secretary of State; (iii) member control agreement and bylaws; and (iv) resolutions certified to Lender authorizing the execution and delivery of this -2- Agreement, the Note, the Security Agreement, and any other document to be executed by Borrower pursuant to this Agreement. (h) Source of Funds Certificate. Deliver to Lender a source of funds certificate ("Source of Funds Certificate"), in a form acceptable to Lender, verified on oath by an officer of Borrower showing the itemized breakdown of the source and amounts of the "Project Funds", including, without limitation, Borrower's equity contribution, and any Other Financing. Not less than fifty percent (5001a) of the Project funds must come from a source other than the Loan proceeds. (h) Escrow Agreement. Deliver to Lender the Escrow Agreement, as defined in Section 5 below. Lender may waive any of the above requirements in its sole discretion. 5. Disbursement of Loan. Within two (2) business days after receipt by Lender of all of the items required pursuant to Section 4 above, in the form and condition required therein, Lender agrees to disburse the Loan proceeds into the escrow account set up pursuant to the Escrow Agreement by and among Lender, Borrower and Sherburne County Abstract ("Escrow Agent"). The Escrow Agreement shall be in form and content reasonably acceptable to the parties and shall provide, among other things, that: (a) Escrow Agent shall not be obligated to release all or any portion of the Loan proceeds until it has a copy of the Bill of Lading for the Equipment and such other proof of delivery thereof as Escrow Agent may require in its reasonable business judgment; (b) that Escrow Agent shall pay all such funds directly to Hegman Machinery (the party selling the Equipment to Borrower); and (c) that if Borrower does not comply with section 15(f) of this Agreement, that Escrow Agent may return the Loan proceeds to Lender in reliance upon a written request from Lender. 6. Forgivable Loan Requirements and Covenants. (a) Loan Forgiveness Program. This Loan is made pursuant to the Lender's Forgivable Loan Program. From and after the Closing Date through and until the Conversion Date (as defined below), Borrower shall not be required to make any payments of principal or interest, though interest shall accrue at the interest rate set forth in the Note. (b) Reporting. On each anniversary of the Closing Date, Borrower shall provide an annual report in a form acceptable to Lender, certified by an officer of Borrower, reporting: (i) the number of jobs created by Borrower; (ii) the hourly wage paid to each position; (iii) average weekly hours worked by each employee; and (iv) the location of the business, and each annual reports shall have the pay stubs for each employee attached. -3- (c) Guidelines. The Loan will be forgiven as set forth below if Borrower meets all of the following requirements: (i) Location/Existence. Borrower's business in now, and since the execution of this Agreement has at all tines been, located in Elk River and has been open for business as a going concern. (ii) Job Creation/Maintenance. Borrower has created not less than six (6) new jobs from and after the earlier of. (a) the date the Certificate of Occupancy for the Expansion is issued; and (ii) November 1, 2013 (the "Commencement Date"). For the created jobs: (A).the salary/wage of each position must be $12.19/hour or greater; (B) at least four (4) of the created jobs must be filled by a person who meets State of Minnesota's most current low to moderate income guidelines; (C) the employee filling such job must have worked for at least 1,750 hours in any twelve (12) month period; provided that the 12 -month period shall commence no later than the two (2) year anniversary of the Closing Date. If the employee initially hired to any created position leaves or is terminated prior to completing the required time of employment, Lender may allow a replacement employee hired to fill the position to complete the requirements of this section, in the sole discretion of Lender as to: (X) whether to allow such "tacking"; and (Y) the terms and conditions of such completion. (iii) No Defaults. As of the Determination Date, there are no defaults under this Agreement or any other agreement between Lender and Borrower which is beyond any notice and cure period. (d) Completion. Within a reasonable time after: (i) the 3`d Anniversary of the Commencement Date; or (ii) such earlier date as Borrower requests Lender's review, Lender will determine, in its sole and absolute discretion, whether Borrower has fully and timely complied with the requirements of this Section 6. Borrower will promptly provide all such documentation as Lender reasonably requests in Lender's effort to determine whether Borrower has timely complied with the requirements of this Section 6. The date upon which Lender gives Borrower written notice of its determination of Borrower's compliance with the requirements of this Section 6 is the "Determination Date". If Borrower has timely and completely complied with all of the requirements of this Section 6, as strictly interpreted, Lender will forgive all outstanding principal and interest due and owing pursuant to the Loan as of the Determination Date. Within a reasonable time thereafter, Lender will return the Note and Guaranty to Borrower and will provide a termination of its financing statement. If, however, Lender determines that Borrower has not fully or timely complied with the requirements of this Section 6 or at any time after the 2nd Anniversary of the Commencement Date reasonably determines that Borrower cannot comply with the requirements of this Section 6, then: (i) all interest accrued to date shall be -4- capitalized as of the next occurring first of a calendar month (the "Conversion Date"); (ii) the term of the Loan shall be seven (7) years, commencing upon the Conversion Date; (iii) Lender will calculate the monthly payments due and owing from Borrower, based upon a seven (7) year amortization; (iv) the first payment will be due and payable on the Conversion Date; and (v) the terms and conditions of this Loan Agreement and any other related loan document and the Borrower's obligations thereunder shall continue until the Loan and all accrued interest is repaid in full. 7. Access to Equipment. Lender and its respective representatives shall have at all reasonable times, upon reasonable prior notice, the right to enter and have free access to Borrower's property to inspect the Equipment. 8. Books and Records. Borrower agrees to maintain accurate and complete books, accounts and records in regard to the Equipment in a manner reasonably acceptable to Lender. Lender and its representatives shall have the right to inspect, examine and copy all such books and records of Borrower and Borrower shall, at Lender's request, furnish such information as Lender may reasonably demand. 9. Encumbrances and Transfer. Borrower agrees not to sell, transfer, lease or convey the Equipment or any part thereof, or any interest therein, or encumber the Equipment or any part of thereof, in any manner, without written consent of Lender which consent may be granted or withheld in the sole discretion of Lender. This requirement shall apply to each and every sale, transfer, lease or conveyance, whether voluntary or involuntary and whether or not Lender has consented to any such prior sale, transfer lease or conveyance. 10. Time of Essence. Time is of the essence in the performance of this Agreement. 11. Assignability. Borrower shall not assign this Agreement or all or any part of any advances to be made hereunder without written consent of Lender which consent may be granted or withheld in the sole discretion of Lender. 12. Miscellaneous Covenants of Borrower. Borrower covenants and agrees with Lender that, without costs to Lender, Borrower will: (a) Performance of Note. Security Agreement, Etc. Without limiting the foregoing, keep and perform all of the terms, covenants, conditions and requirements of: (i) the Note, the Security Agreement, this Agreement; and (ii) any and all documents evidencing the Other Financing. (b) Insurance. During the term of the Security Agreement, Borrower shall procure and maintain or cause to be procured and maintained at its sole expense casualty insurance against the Equipment (in any amount at least equal to the replacement cost of the Equipment), public liability insurance -5- and such other types of insurance as are reasonably required by Lender from time to time, including, without limitation, the coverages expressly required by the Security Agreement, insuring Lender and Borrower with coverages, in amounts and with companies satisfactory to Lender. A copy of the policy or policies or duly executed certificate or certificates for such insurance and renewals or replacements thereof shall be deposited with Lender. (c) Pay Charges. Immediately pay: (i) One percent (1%) processing fee (if not already paid); (ii) all of Lender's attorneys' fees; and (iii) all loan charges including, but not limited to, filing fees of the Security Agreement and any other instruments required under this Agreement, except to the extent otherwise payable by Lender. (d) Copies of Contracts. Furnish Lender from time to time as reasonably requested by Lender, copies of the contracts relating to the purchase of the Equipment together with estimated costs of the Equipment. (e) Continual Operation. At all times while any portion of the Loan remains outstanding, Borrower will: (i) maintain its status as a for profit entity; (ii) maintain a positive net worth; and (iii) will operate its business from the Loan Property in a first class manner. (1) Default Notices. Provide Lender with a copy of any default notice received pursuant to the Other Financing, promptly after receipt of the same. (g) Title to Equipment. Borrower owns or will own all of the Equipment "free and clear," that Lender will have a "first position" lien in the Equipment pursuant to the Security Agreement and that no other party has any right, title or interest in the Equipment, except those security interests in the Equipment in favor of the Bank, which are and shall at all times be subordinate to Lender's security interest in the Equipment. (h) Debt Service Coverage Ratio. Borrower is able to comply with the requirements set forth in section 6(aa) of the Other Financing document entitled "Commercial Loan Agreement," regardless of whether such agreement remains in force. (i) Positive Net Worth. On each anniversary of the Closing Date, Borrower shall provide interim financial statements (to date) of Borrower consisting of at least statements of income, cash flow, and a balance sheet such year to date, setting forth in each case in comparative form corresponding figures from the previous fiscal year, which statements shall be certified by Borrower as true, correct and complete. In each such interim financial statement, Borrower must show a positive net worth. I M, 13. Warranties. Borrower represents and warrants to Lender the following: (a) The Borrower is corporation duly formed, validly existing and in good standing under the laws of the State of Minnesota. (b) The making and performance of this Agreement and the execution and delivery of the Note, the Security Agreement and any other instrument required hereunder are within the powers of the Borrower and have been duly authorized by all necessary company action on the part of the Borrower. This Agreement and the Note, the Security Agreement and any other instruments required hereunder have been duly executed and delivered and are the legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms. (c) No litigation, tax claims or governmental proceedings are pending or threatened against the Borrower or the Loan Property, and no judgment or order of any court or administrative agency is outstanding against the Borrower or the Equipment which would have a material adverse effect on Borrower or the Equipment. (d) Borrower has filed all tax returns (federal and state) required to be filed for all prior years and paid all taxes shown thereon to be due, including interest and penalties. Borrower will file all such returns and pay all such taxes for the current and future years. (e) All information, financial or other, which has been submitted by Borrower and Guarantors in connection with the Loan is true, accurate and complete in all material respects. 14. Indemnification. Borrower agrees to indemnify Lender and save it harmless against all loss, liability, expense, or damages including but not limited to attorneys' fees, which may arise by reason of any default by Borrower under this Agreement, the Note, the Security Agreement, the Subsidy Agreement or any other document supporting this Loan. 15. Defaults. Each of the following shall constitute an Event of Default: (a) Bankruptcy, reorganization, assignment, insolvency or liquidation proceedings, or other proceedings for relief under any applicable bankruptcy law or other law for relief of debtors are instituted by or against Borrower and, if such proceedings are instituted against Borrower, an order, judgment or decree, without the consent of Borrower appointing a trustee or receiver for Borrower or any part of its property or approving a petition under the bankruptcy laws of the United States or any similar laws of any state or other competent jurisdiction, -7- shall have remained in force undischarged or unstayed for a period of thirty (30) days. (b) Any judgment, attachment, garnishment or other similar process is entered against Borrower or against any property or assets of Borrower and is not released, satisfied or discharged or bonded to Lender's satisfaction within thirty (30) days of entry. (c) A transfer which violates by Paragraph 9 hereof, Encumbrances and Transfer, occurs. (d) Borrower: (i) fails to pay any amount due under the Other Financing, this Agreement, the Note the Security Agreement, or when due; or (ii) fails to perform any other obligation to be performed under the Other Financing, this Agreement, the Note, the Security Agreement or any other document executed by Borrower pursuant to this Agreement and such failure continues beyond any applicable cure period. (e) Any representation or warranty by Borrower contained herein or in the Note, the Security Agreement, the Contracts for Deed or any other instrument required hereunder is false or untrue in any material respect when made. (f) Borrower fails to timely: (i) purchase the Equipment; (ii) take delivery of the Equipment; (iii) complete the Expansion (which will be deemed timely if completed by November 1, 2013); or (iv) provide Lender any information necessary for Lender to perfect its security interest. Upon the occurrence of an Event of Default, Lender, at its option, shall, in addition to any other remedies which it might be entitled to by law, have the right to: (1) To refrain from making advances under this Agreement; (2) To perform such other acts or deeds which reasonably may be necessary to cure any default existing under this Agreement, and to this end, it is hereby agreed as follows: (i) All sums expended by Lender in effectuating its rights under Subparagraph (2) of this Paragraph shall be deemed to have been advanced under this Agreement and to be secured by the Security Agreement and any other security document required under this Agreement as security for the Loan. (ii) Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution either in the name of Lender or in the name of Borrower or in the name of both, for the following purposes: (a) to purchase the Equipment or to use any funds which may remain unadvanced under this Agreement to pay, settle or compromise all existing bills and claims which may be liens against the Equipment or as may be necessary or reasonably desirable for the clearance of title to the Equipment; to prosecute and defend all actions or proceedings in connection with or relating to the Equipment and do any and every act which Borrower might do in its own behalf; (b) without limiting the foregoing, to perform each of the terms, covenants and conditions to be kept or performed by Borrower under this Agreement, the Security Agreement and any other instrument required under this Agreement or the Contracts for Deed; and (e) to do all things that Lender reasonably deems necessary or advisable for the purpose of carrying out the powers enumerated in (a) and (b) of this Subparagraph (ii); (iii) The powers herein granted Lender shall be deemed to be powers coupled with an interest and the same are irrevocable; (4) cancel this Agreement; (5) bring appropriate action to enforce such performance and the correction of such Event of Default; (6) declare the entire unpaid principal of the Note and all accrued interest thereon immediately due and payable without notice; (7) foreclose the Security Agreement and any other security instrument referred to in this Agreement and/or exercise any other rights or remedies it may have under the Security Agreement and such other security instrument. (8) in addition to the other remedies hereunder, if Borrower is in default under Section 15(f)(ii) above, Lender may terminate this Agreement upon ten (10) business days' prior written notice to Borrower. If Borrower has not cured this default within such 10 -business day period, on such 10'h business day: (i) Escrow Agent shall refund all Loan proceeds to Lender; (ii) all of the Loan documents shall terminate and be of no further force and effect, except for (a) any provision of a Loan document which indemnifies Lender, and (b) the Note and Guaranty shall remain in force until all interest that has accrued until such 10`h business day is repaid to Lender. 16. Default under Note and Security Agreement. The failure by Borrower to keep or perform any of the terms, covenants and conditions to be kept or performed by it under this Agreement shall constitute a default under the Note, the Security Agreement and any other security instrument held by Lender in connection with the Loan. In 17. Notices. Any notices given hereunder shall be in writing and shall be deemed to have been given when delivered personally or three (3) days after deposited in the United States mail, registered, postage prepaid, addressed as follows: If to Borrower: If to Lender: Alliance Machine, Inc. 17520 Tyler Street NW Elk River, Minnesota 55330 Attention: Bryan Provo Economic Development Authority of the City of Elk River 13065 Orono Parkway Elk River, Minnesota 55330 Attn: Director of Economic Development or addressed to any such party at such other address as such party shall hereafter furnish by notice to the other party. Any notice delivered personally to Borrower shall be delivered to an officer of Borrower, and any notice delivered personally to Lender shall be delivered to an officer of Lender at the address for Lender for the mailing of notices. Either party may change its address for the giving of notices by giving the other party at least ten (10) days notice in the manner provided above. 18. Headings. The headings used in this Agreement are for convenience only and do not define, limit or construe the contents of this Agreement. 19. Binding on Successors and Assigns. Subject to the limitations on transfer contained in this Agreement, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Minnesota, without giving effect to any choice or conflict of law provision or rule. 21. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be an original and all of which shall constitute the same agreement. 22. Entire Agreement. This Agreement, the Note, the Security Agreement and the other documents executed by Borrower and/or Lender pursuant to this Agreement contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior understandings and agreements, both oral and written. This Agreement may be amended only in a writing signed by the parties hereto. -10- 23. Fees and Expenses. Borrower agrees to pay to Lender immediately upon demand all costs and expenses, including, without limitation, all attorneys' fees, incurred by Lender in connection with the enforcement of the Lender's rights and/or the collection of any amounts which become due to Lender under this Agreement, the Note, the Security Agreement or the other documents executed in connection herewith; and the prosecution or defense of any action in any way related to this Agreement, the Note, the Security Agreement or the other documents executed in connection herewith, other than the gross negligence or willful misconduct of Lender in the creation and/or implementation of its Forgivable Loan program. (Signature Pages follow] [Remainder of page intentionally left blank.] Signature Page to Loan Agreement IN TESTIMONY WHEREOF, each of the parties hereto has caused these presents to be effective as of the day and year first above written. BORROWER: Alliance Machine, Inc. a Minnesota corporation By: Bryan P vO Vice President _12_ Signature Page to Loan Agreement IN TESTIMONY WHEREOF, each of the parties hereto has caused these presents to be effective as of the day and year fust above written. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER -13- EXHIBIT A List of Equipment That certain Okuma MB -4000H Horizontal Machining Center, purchased from Hegman Machinery, with the following additional Options: FMS I/F 200 HR Lube Tank; Extended Cap. Drain Tank; DNC C Ethernet for FMS; and FMS APC Prep -Wing Block Serial Number: Debtor will provide the serial number of the Equipment, upon receipt of the same. OP:3433390 v4 -14- PROMISSORY NOTE Effective as of June 17, 2013 Amount: $200,000.00 Interest: 3.00% Maturity: To Be Determined FOR VALUE RECEIVED, the undersigned, ALLIANCE MACHINE, INC., a Minnesota corporation ("Borrower"), promises to pay to the order of Economic Development Authority of the City of Elk River, a public body corporate and politic of the State of Minnesota ("Lender"), at 13065 Orono Parkway, Elk River, Minnesota 55330, or such other place as the Lender or any other holder of this note may designate in writing, on or before the Maturity Date (as defined below), the principal sum of Two Hundred Thousand and 00/100 Dollars ($200,000.00), together with interest on any and all amounts remaining unpaid thereon from time to time from the date hereof (computed on the basis of actual days elapsed in a year of 360 days) at a fixed interest rate of three percent (3%) per annum. This Note is made pursuant to a Loan Agreement ("Loan Agreement") between Borrower and Lender of even date herewith and secured by, among other things a Security Agreement ("Security Agreement") and Subsidy Agreement ("Subsidy Agreement") given by Borrower to Lender and that certain Personal Guaranty made by Bryan Provo to Lender, all of even date herewith. All of the terms and conditions contained in the Loan Agreement, the Security Agreement and the Subsidy Agreement which are to be kept and performed by Borrower are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein; and Borrower covenants and agrees to keep and perform them, or cause them to be kept and performed, strictly in accordance with their terms. This Note is made pursuant to Lender's Forgivable Loan program. On the Determination Date (as defined in the Loan Agreement), Lender will make a determination as to whether Borrower has fully and timely complied with the requirements of the program. If Borrower has done so, Lender will forgive the entire principal balance of the Note, pursuant to the terms of the Loan Agreement as of the Determination Date. If Lender determines that Borrower has failed to timely and fully comply with the terms of the program, Borrower will be required to begin making monthly installment payments of principal and interest due hereunder, commencing on the Conversion Date (as defined in the Loan Agreement), which payments shall continue on the first (0) day of each and every month thereafter until the eighty-third (83`d) monthly anniversary of the Conversion Date (the "Maturity Date"), when all accrued but unpaid interest shall be payable in full. All unpaid interest which has accrued to the Conversion Date shall be capitalized into principal and the principal and interest payments under this Note shall be calculated based upon a seven (7) year tern and a seven (7) year amortization, as of the Conversion Date. Lender shall use commercially reasonable efforts to inform Borrower of its monthly installment payment prior to the Conversion Date; provided that failure to do so shall not be a Lender default or extend the time for payment. If the Lender, or any other holder of this note, has not received the full amount of any Monthly Installment provided for in this note, by the end of seven (7) calendar days after the date it is due, Borrower shall pay a late charge fee to the Lender, or any other holder of this note. The amount of the late charge fee shall be eight percent (8.00%) of the overdue Monthly Installment. The Borrower shall pay this late charge fee on demand, however, collection of the late charge fee shall not be deemed a waiver of the Lender's right to declare an Event of Default and exercise its rights and remedies as provided for in the Loan Agreement and the Security Agreement. Each Monthly Installment and other payments made under this note shall be applied as follows: (i) first, to be applied against and pay interest which has accrued and remains unpaid on the date the payment is received; then (ii) to be applied against and pay unpaid late charges and any other charges, including attorneys' fees and protective advances; and then (iii) all remaining amounts, if any, shall be applied against and reduce the then outstanding principal balance of this note. If an Event of Default shall occur hereunder or under the Loan Agreement or the Security Agreement and any cure period provided for in the Loan Agreement or the Security Agreement has expired, the Borrower agrees to pay a default rate of interest equal to ten percent (10.00%) per annum as the applicable interest rate of this note, and the entire principal amount outstanding, accrued interest and any other charges due hereon shall at once become due and payable at the option of the Lender or the holder hereof. Any failure of the Lender to exercise its right to increase the interest rate by the default rate of interest set forth above or its option to accelerate this note at any time shall not constitute a waiver of the right to exercise the same right to increase the interest rate or accelerate at any subsequent time. Notwithstanding anything contained herein to the contrary, the default rate of interest hereon shall never exceed the highest rate permitted by law. The Borrower may prepay the principal under this note at any time and from time to time, in whole or in part, without premium or penalty. No partial prepayment shall postpone the due date of any Monthly Installment or reduce the amount of any such Monthly Installment unless the Lender agrees otherwise in writing. All sums payable to the Lender under this note shall be paid in immediately available funds. The Borrower promises to pay all costs in connection with the enforcement of this note, including but not limited to, those costs, expenses and attorneys' fees of Lender whether or not suit is filed with respect thereto and whether or not such cost or expense is paid or incurred or to be paid or incurred prior to or after the entry of judgment or for the -2- pursuance of, or defense of, any litigation, appellate, bankruptcy or insolvency proceeding. Presentment, notice of dishonor and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This note shall be binding upon Borrower, its successors and assigns. The remedies of Lender, as provided herein and in the Loan Agreement and the Security Agreement, shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of Lender, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. Time is of the essence hereof. This note shall be governed by and be construed under the laws of the State of Minnesota, without regard to principles of conflicts of law. IN WITNESS WHEREOF, the undersigned has caused this note to be effective as of the day and year first above written. GP:3433405 Q ALLIANCE MACHINE, INC. a Minnesota corporation -3- I ,fes -a SECURITY AGREEMENT This SECURITY AGREEMENT ("Agreement") is made to be effective as of June 17, 2013, by ALLIANCE MACHINE, INC., a Minnesota corporation ("Debtor") and THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER (the "Secured Party"). AGREEMENT In consideration of the above recitals, and the promises set forth in this Agreement, the parties agree as follows: 1. OBLIGATIONS. "Obligations" means collectively each debt, liability and obligation of every type and nature which Debtor may now or at any time hereafter owe to Secured Party (including without limitation the obligations created under the loan agreement and the promissory note of the Debtor to Secured Party of even date herewith and all amendments, replacements, restatements, and substitutions therefore), whether now existing or hereafter created or arising, and whether direct or indirect, due or to become due, absolute or contingent, and the repayment or performance of any of the foregoing if any such payment or performance is at any time avoided, rescinded, set aside, or recovered from or repaid by Secured Party, in whole or in part, in any bankruptcy, insolvency, or similar proceeding instituted by or against Debtor or any guarantor of any Obligation, or otherwise, including but not limited to all principal, interest, fees, expenses and other charges. 2. COLLATERAL. "Collateral" means collectively all of the following property of Debtor, whether now owned or hereafter acquired and wherever located: (a) equipment specified on the attached Exhibit A; (b) accessions, additions and improvements to, replacements of, and substitutions for any of the foregoing; (c) all products and proceeds of any of the foregoing; and (d) books, records and data in any form relating to any of the foregoing. 3. SECURITY INTEREST. Debtor grants to Secured Party a security interest ("Security Interest") in the Collateral to secure the payment and performance of the Obligations. The Security Interest continues in effect until this Agreement is terminated in writing by Secured Party. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor represents, warrants and agrees that: 4.1 Principal Office/Residence. Debtor's chief executive office/residence is located at the address specified on the signature pages to this Agreement. Debtor will give Secured Party written notice prior to any change in the location of Debtor's principal office/residence. 4.2 Organization: Authority. Debtor is a corporation, duly organized, existing and in good standing under the laws of the state of its organization and has full power and authority to enter into this Agreement. Debtor's state of organization/residence is Minnesota and its exact legal name is as set forth on the signature page to this Agreement. Debtor will not change its state of organization, form of organization or name without Secured Party's prior written consent. 4.3 Perfection of Security Interest. Debtor will execute and deliver, and irrevocably appoints Secured Party (which appointment is coupled with an interest) Debtor's attorney-in-fact to execute and deliver in Debtor's name, all financing statements (including, but not limited to, amendments, terminations and terminations of other security interests in any of the Collateral), control agreements and other agreements which Secured Party may at any time reasonably request in order to secure, protect, perfect, collect or enforce the Security Interest. Debtor shall, at any time and from time to time, take such steps as Secured Party may reasonably request for Secured Party: (i) to obtain an acknowledgement, in form and substance reasonably satisfactory to Secured Party, of any bailee having possession of any of the Collateral that such bailee holds such Collateral for Secured Party; (ii) to obtain "control" of any investment property, deposit accounts, letter -of -credit rights or electronic chattel paper (as such terms are defined in the UCC, as hereinafter defined), with any agreements establishing control to be in form and substance reasonably satisfactory to Secured Party; and (iii) otherwise to insure the continued perfection and priority of the Security Interest in any of the Collateral and the preservation of the rights of Secured Party therein. 4.4 Enforceability of Collateral. To the extent the Collateral consists of accounts, instruments, documents, chattel paper, letter -of -credit rights, letters of credit or general intangibles, the Collateral is enforceable in accordance with its terms, is genuine, complies with applicable laws concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. 4.5 Title to Collateral. Debtor holds, or will hold at the time Debtor acquires an interest in after acquired Collateral, good and marketable title to the Collateral free of all security interests and encumbrances except for the Security Interest and the subordinate security interests of the Bank of Elk River. Debtor will keep the Collateral free of all security interests and encumbrances except for the Security Interest. Debtor will defend Secured Party's rights in the Collateral against the claims and demands of all other persons. 4.6 Collateral Location. Debtor will keep all tangible Collateral at Debtor's principal office. 4.7 Collateral Use. Debtor will use the Collateral only for business purposes. Debtor will not use or keep any Collateral for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance. 4.8 Maintenance of Collateral. Debtor will maintain all tangible Collateral in good condition and repair. Debtor will not commit or permit damage to or destruction of any of the Collateral. Debtor will give Secured Party prompt written notice of any material loss of or damage to any tangible Collateral and of any other happening or event that materially affects the existence, value or amount of the Collateral. 4.9 Disposition of Collateral. Debtor will not sell or otherwise dispose of any Collateral or any interest in any Collateral without the prior written consent of Secured Party, except that until the occurrence of an Event of Default (as defined in Section 5 below), Debtor may sell any inventory constituting Collateral in the ordinary course of Debtor's business. 4.10 Taxes, Assessments and Liens. Debtor will promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral. 4.11 Records; Access. Debtor will keep accurate and complete records pertaining to the Collateral and to Debtor's business and financial condition and will submit to Secured Party all reports regarding the Collateral and Debtor's business and financial condition as and when Secured Party may reasonably request. During normal business hours, Debtor will permit Secured Party and its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy Debtor's books and records relating to the Collateral and Debtor's business and financial condition. 4.12 Insurance. Debtor will keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft and other risks and in such amounts as Secured Party may reasonably request, with any loss payable to Secured Party to the extent of its interest. Debtor assigns to Secured Party all money due or to become due with respect to, and all other rights of Debtor with respect to, all insurance concerning the Collateral and Debtor directs the issuer of any such insurance to pay all such money directly to Secured Party. 4.13 Collection Costs. Debtor will reimburse Secured Party on demand for all costs of collection of any of the Obligations and all other expenses incurred by Secured Parry in connection with the perfection, protection, defense or enforcement of the Security Interest and this Agreement, including -2- all reasonable attorneys' fees incurred by Secured Party whether or not any litigation or bankruptcy or insolvency proceeding is commenced. 4.14 Financing Statements. Debtor authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without Debtor's signature where permitted by law, in each case in such form and substance as Secured Party may determine. Debtor shall pay all filing, registration and recording fees and any taxes, duties, imports, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 5. EVENTS OF DEFAULT. Each of the following is an "Event of Default" under this Agreement: (a) Debtor fails to pay any of the Obligations when due and any applicable grace period lapses without cure by Debtor; (b) Debtor fails to timely perform any other Obligation and any applicable grace period lapses without cure by Debtor; (c) any representation made by Debtor in this Agreement or in any financial statement or report submitted to Secured Party proves to have been materially false or misleading when made; (d) Debtor ceases to conduct its business; (e) Debtor is or becomes insolvent, however defined; (f) Debtor voluntarily files, or has filed against it involuntarily, a petition under the United States Bankruptcy Code; or (g) if Debtor is dissolved or liquidated. 6. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Secured Party may exercise one or more of the following rights and remedies: (a) declare any or all unmatured Obligations to be immediately due and payable without presentment or any other notice or demand and immediately enforce payment of any or all of the Obligations; (b) require Debtor to make the Collateral available to Secured Party at a place to be designated by Secured Party; (c) exercise and enforce any rights or remedies available upon default to a secured party under the Uniform Commercial Code as amended from time to time ("UCC"), and, if notice to Debtor of the intended disposition of Collateral or any other intended action is required by law, such notice shall be commercially reasonable if given at least ten (10) calendar days prior to the intended disposition or other action; and (d) exercise and enforce any other rights or remedies available to Secured Party by law or agreement against the Collateral, Debtor, or any other person or property. Secured Party's duty of care with respect to Collateral in its possession will be fulfilled if Secured Party exercises reasonable care in physically safekeeping the Collateral or, in the case of Collateral in the possession of a bailee or other third person, exercises reasonable care in the selection of the bailee or other third person. Mere delay or failure to act will not preclude the exercise or enforcement of any of Secured Party's rights or remedies. All rights and remedies of Secured Party are cumulative and may be exercised singularly or concurrently, at Secured Party's option. MISCELLANEOUS. The following miscellaneous provisions are a part of this Agreement: 7.1 Definitions. Terms not otherwise defined in this Agreement shall have the meanings ascribed to them, if any, under the UCC and such meanings shall automatically change at the time that any amendment to the UCC, which changes such meanings, shall become effective. 7.2 Notices. All notices under this Agreement must be in writing and will be deemed given when delivered or placed in the United States mail, registered or certified, postage prepaid, addressed to the respective party at the respective address set forth below its signature on the signature page to this Agreement. Any party may change its address for notices under this Agreement by giving written notice to the other parties. 7.3 Amendments/Waivers. This Agreement may be waived, amended, modified or terminated and the Security Interest may be released only in a writing signed by Secured Party. Any waiver signed by Secured Party will be effective only in the specific instance and for the specific purpose given. 7.4 Applicable Law. This Agreement is governed by the laws of the State of Minnesota without regard to the conflict of law principles. If any provision of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability will not affect other provisions or Q2E applications that can be given effect and this Agreement will be construed and enforced as if the unlawful or unenforceable provision or application had never been contained in or prescribed by this Agreement. 7.5 Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. 7.6 Integration. This Agreement embodies the entire agreement and understanding among the parties relative to subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. 7.7 Successors and Assigns. This Agreement is binding upon and will inure to the benefit of the parties and their successors and assigns. 7.8 Counterparts. This Agreement may be executed in several counterparts, each of which will be an original, and all of which will constitute one and the same instrument. -4- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. DEBTOR: ALLIANCE MACHINE, INC., a Minnesota corporation By: Bryan Prov Its: Vice President Address: 17520 Tyler Street Elk River, MN 55330 SECURED PARTY: ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER -5- Address: 13065 Orono Parkway Elk River, MN 55330 EXHIBIT A List of Equipment That certain Okuma MB -4000H Horizontal Machining Center, purchased from Hegman Machinery, with the following additional Options: FMS I/F 200 HR Lube Tank; Extended Cap. Drain Tank; DNC C Ethernet for FMS; and FMS APC Prep -Wing Block Serial Number: Debtor will provide the serial number of the Equipment, upon receipt of the same. GP:3433398 Q -6- PERSONAL GUARANTY Elk River, Minnesota June 17, 2013 FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, and in consideration of and to induce financial accommodations of any kind, with or without security, given or to be given or continued at any time and from time to time by the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER (hereinafter called the "Lender") to or for the account of ALLIANCE MACHINE, INC. (hereinafter collectively called the "Borrower"), the undersigned absolutely and unconditionally guarantees to the Lender the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of any and all indebtedness, obligations and liabilities of the Borrower (and any and all successors of the Borrower) to the Lender, now or hereafter existing, absolute or contingent, independent, joint, several or joint and several, secured or unsecured, due or to become due, contractual or tortious, liquidated or unliquidated, arising by assignment or otherwise, including without limitation all indebtedness, obligations and liabilities owed by the Borrower (and any and all successors of the Borrower) as a member of any partnership, syndicate, association or other group, and whether incurred by the Borrower (or any successor of the Borrower) as principal, surety, endorser, guarantor, accommodation party or otherwise (hereinafter collectively referred to as the "Indebtedness"); and the undersigned agrees to pay on demand all of the Lender's fees, costs, expenses and reasonable attorneys' fees in connection with the Indebtedness, any security therefor, and this guaranty, plus interest on such amounts at the highest rate then applicable to any of the Indebtedness. The Lender may at any time and from time to time, without consent of or notice to the undersigned, without incurring responsibility to the undersigned, without releasing, impairing or affecting the liability of the undersigned hereunder, upon or without any terms or conditions, and in whole or in part: (1) sell, pledge, surrender, compromise, settle, release, renew, subordinate, extend, alter, substitute, exchange, change, modify or otherwise dispose of or deal with in any manner and in any order any Indebtedness, any evidence thereof, or any security or other guaranty therefor; (2) accept any security for, or other guarantors of, any Indebtedness; (3) fail, neglect or omit to obtain, realize upon or protect any Indebtedness or any security therefor, to exercise any lien upon or right to any money, credit or property toward the liquidation of the Indebtedness, or to exercise any other right against the Borrower, the undersigned, any other guarantor or any other person; and (4) apply any payments and credits to the Indebtedness in any manner and in any order. No act, omission or thing, except full payment and discharge of the Indebtedness, which but for this provision could act as a release or impairment of the liability of the undersigned hereunder, shall in any way release, impair or otherwise affect the liability of the undersigned hereunder, and the undersigned waives any and all defenses of the Borrower pertaining to the Indebtedness, any evidence thereof, and any security therefor, except the defense of discharge by payment. The failure of any person or persons to sign this or any other guaranty shall not release, impair or affect the liability of the undersigned hereunder. This guaranty is a primary obligation of the undersigned and the Lender shall not be required to first resort for payment of the Indebtedness to the Borrower or any other person, their properties or estates, or any security or other rights or remedies whatsoever. The undersigned shall be and remain liable for any deficiency remaining after foreclosure of any mortgage or security interest securing the Indebtedness, whether or not the liability of the Borrower or any other person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The liability of the undersigned under this guaranty is joint and several and is in addition to and shall be cumulative with all other liabilities of the undersigned to the Lender, as guarantor or otherwise, without any limitation as to amount, unless the writing evidencing or creating such other liability specifically provides to the contrary. If any payment applied by the Lender to the Indebtedness is thereafter set aside, recovered, rescinded or required to be returned for any reason (including without limitation the bankruptcy, insolvency or reorganization of the Borrower or any other person), the Indebtedness to which such payment was applied shall for the purposes of this guaranty be deemed to have continued in existence, notwithstanding such application, and this guaranty shall be enforceable as to such Indebtedness as fully as if such application had never been made. The undersigned waive: (1) notice of acceptance of this guaranty and of the creation and existence of the Indebtedness; (2) presentment, demand for payment, notice of dishonor, notice of nonpayment, and protest of any instrument evidencing the Indebtedness; and (3) all other demands and notices to the undersigned or any other person and all other actions to establish the liability of the undersigned hereunder. The undersigned consent to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy related to this guaranty, waive any argument that venue in such forums is not convenient, and agree that any litigation initiated by the undersigned against the Lender in connection with this guaranty shall be venued in either the District Court of Sherburne County, Minnesota, or the United States District Court, District of Minnesota. All property of the undersigned, now or hereafter in the possession, control or custody of or in transit to the Lender for any purpose, including without limitation the balance of every account of the undersigned with and each claim of the undersigned against the Lender, shall be subject to a lien and security interest in favor of the Lender, as security for all liabilities of the undersigned to the Lender, and shall be subject to be set off against any and all such liabilities, and the Lender may at any time and from time to time at its option and without notice appropriate and apply any such property toward the payment of any and all such liabilities. The undersigned agree to promptly provide the Lender from time to time with financial statements of the undersigned, in form and substance acceptable to the Lender, at least once every 12 months and as otherwise requested by the Lender. The undersigned agree to promptly provide the Lender from time to time with such other information respecting the condition (financial and otherwise), business and property of the undersigned as the Lender may request, in form and substance acceptable to the Lender. The undersigned waive all claims, rights and remedies which the undersigned may now have or hereafter acquire against any person at any time now or hereafter liable to payment of any of the Indebtedness and as to any collateral security, including but not limited to all claims, rights and remedies of contribution, indemnification, exoneration, reimbursement, recourse and subrogation, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise, whether or not the Indebtedness has been fully paid, and all payments and recoveries under this guaranty shall be considered equity investments by the undersigned in the Borrower; provided, nothing contained in this guaranty shall deprive the undersigned of any claim, right or remedy, after the Indebtedness has been fully paid, against any person other than the Borrower. No delay or failure by the Lender in exercising any right, and no partial or single exercise thereof shall constitute a waiver thereof. No waiver of any rights hereunder, and no modification or amendment of this guaranty shall be effective unless the same is in writing duly executed by the Lender, and each such waiver, if any, shall apply only with respect to the specific instance involved and shall not impair or affect the rights of the Lender or the provisions of this guaranty in any other respect at any other time. This guaranty shall continue until written notice of revocation of this guaranty, executed by the undersigned, has been received by the Lender; provided, no revocation of this guaranty shall affect in any manner any liability of the undersigned under this guaranty with respect to Indebtedness arising before the Lender receives such written notice of revocation, and the sole effect of revocation of this guaranty shall be to exclude from this guaranty Indebtedness thereafter arising which is unconnected with Indebtedness theretofore arising or transactions theretofore entered into. 2 Any invalidity or unenforceability of any provision or application of this guaranty shall not affect other lawful provisions and applications hereof and to this end the provisions of this guaranty are declared to be severable. This guaranty shall bind the undersigned and the heirs, representatives, successors and assigns of the undersigned, and of each of them respectively, and shall benefit the Lender, its successors and assigns. This guaranty shall be governed by and construed in accordance with the laws of the State of Minnesota. THE UNDERSIGNED REPRESENT, CERTIFY, WARRANT AND AGREE THAT THE UNDERSIGNED HAVE READ ALL OF THIS GUARANTY AND UNDERSTAND ALL OF THE PROVISIONS OF THIS GUARANTY. THE UNDERSIGNED ALSO AGREE THAT COMPLIANCE BY THE LENDER WITH THE EXPRESS PROVISIONS OF THIS GUARANTY SHALL CONSTITUTE GOOD FAITH AND SHALL BE CONSIDERED REASONABLE FOR ALL PURPOSES. Bryan Provo oO"� GP:3433403 v SUBSIDY AGREEMENT The Economic Development Authority of the City of Elk River (hereinafter referred to as the "EDA") and ALLIANCE MACHINE, INC. (hereinafter referred to as the "Company") agree that the assistance under this Agreement is a "Business Subsidy" as defined by the Economic Development Authority of the City of Elk River Forgivable Loan Policy and is subject to the provisions thereof, including without limitation, job creation goals, reporting requirements, five year commitment by the Company, and repayment of the subsidy if the Company is in default under this agreement, including this Section hereof. The assistance under this Agreement does not qualify as a "Business Subsidy" as defined by Minnesota Statutes, Sections 1 16J.993 through 1 16J.995 (the "Subsidy Law"), however this Agreement is reflective of the Subsidy Law requirements. Accordingly, it is agreed: (a) The amount if the subsidy is $ 200.000 The type of subsidy is EDA Forgivable Loan Program The subsidy will be used by the Company to finance the purchase of equipment to expand business and provide jobs (b) The public purposes of the subsidy includes providing new jobs paying above $12.19/hr (c) The goals of the subsidy include the above public purposes, the completion of the project and the retention of the project for at least five years after the "Benefit Date" of the project, as defined in the Subsidy Law, which is hereby determined to be the date upon which this loan is closed. (d) If the Company fails to meet its obligations under this Agreement, the Company shall repay all amounts of the subsidy theretofore paid to the Company by the EDA, together with interest accruing at the annual rate per annum equal to the implicit price deflator of Minnesota statutes, Section 275.70, subdivision 2, with all such interest accruing on each subsidy payment made to the Company hereunder from the date of said payments. If the Company meets some but not all of the job goals hereinafter defined, the Company may request in writing, and the EDA may agree, in its absolute discretion, that the subsidy be repaid by the Company on a pro rata basis. The Company represents that the subsidy is needed in order to induce the Company to complete the project in the City of Elk River. The Company covenants that it will continue its operations at the project for at least five years after the benefit date. (e) The Company represents that it is a subsidiary of the following parent corporation: Company Name: Not Applicable City of Elk River Business Subsidy Agreement—Alliance Machine, Inc. Page I of 3 (f) The Company represents that it has accepted subsidies from the additional following public entities: • Not Applicable (g) The Company represents that it is not in default on the date hereof on any subsidy agreement entered into by the Company under the Subsidy Law. (h) The Company represents that it is not able to complete this project in its current location, which is Not Appicable because (i) The Company represents that it currently has in the State of Minnesota 36 full-time equivalent permanent employees and, for its "job goals" hereunder, will create due to the project an additional 6 full time equivalent permanent employee positions within two years of the benefit date, with these jobs having wage levels of at least 12.19 per hour, exclusive of benefits, and 0 part time equivalent permanent employee positions as required by Economic Development Authority of the City of Elk River Forgivable Loan Policy. (j) The Company shall complete and file with the EDA an annual report in a form supplied by its Executive Director. If the Company does not file such reports, when due, the EDA must mail the Company a warning within one week of the filing date, and if, after 14 days after the postmark data of that warning, the Company continues to fail to report, then the Company is required to and shall pay the EDA a penalty of $100 for each subsequent day until the report is filed, up to a maximum of $1,000.00. The Company shall file these reports with the EDA, in care of its Executive Director at the following times: • On March I of each year, beginning with the March I immediately following the benefit date. • Within 30 days of the "Compliance Date," hereby defined to be the date that is two years after the benefit date. • If the job goals are not met by the compliance date, every subsequent anniversary thereof until the subsidy is repaid, as may be required hereunder. Each March I report shall reflect the prior calendar year, and each subsequent report shall reflect the period since the last reporting period. (k) If the Company fails to meet the job goals by the compliance date, the EDA, upon receiving written request by the Company indicating the reasons why the job goals have not been met and the Company's reasonable assurance that the goals will be met, may, in its absolute discretion, grant a one year extension of the compliance date. Such extension shall NOT extend the time for compliance with the Forgivable Loan policy. (1) In the event that any provision of this Agreement is inconsistent or in conflict with any provision of the Subsidy Law, and in the event that any provision of the City of Elk River Business Subsidy Agreement — Alliance Machine, Inc. Page 2 of 3 Subsidy Law provides additional requirements, the provisions of the Subsidy Law shall apply and govern. In witness whereof, the EDA and the Company have dully executed this agreement by their duly authorized representatives. ALLIANCE MACHINE, INC. (Company) By Name: BrTaoAr0 Its: Vice Preside t Date: June 17, 2013 Economic Development Authority Of the City of Elk River Name: Its: Date: June 2012 ey , GP:3433413 vI City of Elk River Business Subsidy Agreement — Alliance Machine, Inc. Page 3 of 3 LIEN SUBORDINATION AGREEMENT This LIEN SUBORDINATION AGREEMENT (this "Agreement") is effective as of the 17`h day of June, 2013, by and between THE BANK OF ELK RIVER, a corporation under the laws of the State of Minnesota (`Bank") and THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, a public body corporate and politic of the State of Minnesota ("EDA"). RECITALS A. Alliance Machine, Inc. ("Borrower") has granted Bank one or more security interests ("Bank Security Interests") in certain of Borrower's assets, which security interests include, without limitation, certain rights and interests in the equipment identified on the attached Exhibit A (the "Equipment"), including, without limitation, interests in accessions, additions, improvements, replacements and substitutions thereto, and other proceeds and profits arising therefrom (the "Collateral"). B. Borrower has entered into a loan facility with the EDA (the "EDA Financing"), and has granted a security interest in the Collateral as security therefor (the "EDA Security Interest"). C. The EDA desires that the Bank Security Interests be subordinate to the EDA Security Interest in the Collateral, on the terms set forth in this Agreement. AGREEMENT In consideration of the Recitals and the mutual promises contained in this Agreement, the parties agree as follows: 1. Subordination. Bank agrees that, regardless of any priority otherwise available to Bank by law or agreement, all of the Bank Security Interests and any other lien or security interest Bank may have or hereafter acquire in any of the Collateral is and will remain junior and fully subordinate for all purposes to EDA Security Interest, whether now held or hereafter acquired. Bank will file, and hereby consents to the EDA's filing, of any notices or financing statements which the EDA deems reasonable or necessary to evidence the terms of this Agreement. Further Agreements. (a) Bank represents and warrants that the Bank Security Interests are the only security interests currently held by Bank in the Collateral. Bank will not exercise any collection rights with respect to the Collateral, and will not take possession of, sell or dispose of, or otherwise deal with, the Collateral, and will not exercise or enforce any right or remedy which may be available to Bank with respect to the Collateral prior to or upon default, without the prior written consent of the EDA. Bank will give notice of the subordination accomplished by this Agreement to any purchaser or transferee of, or successor to, any or all of the Bank Security Interests or other lien or security interest of Bank in any or all of the Collateral prior to the time of purchase, transfer or succession. (b) The EDA may exercise any collection rights with respect to the Collateral, take possession of, sell or dispose of, or otherwise deal with, the Collateral, and exercise or enforce any right or remedy which may be available to the EDA with respect to the Collateral without notice to or the consent of Bank. (c) Neither Bank nor the EDA: (i) makes any representation or warranty concerning the Collateral or the validity, perfection or (except as to the subordination accomplished hereby) priority of any security interest thereon; or (ii) has any duty to preserve, protect, care for, insure, take possession of, collect, dispose of or otherwise realize upon any of the Collateral. (d) As set forth in the loan agreement by and between Borrower and the EDA, Borrower may qualify for forgiveness of the indebtedness owed to the EDA if it meets certain conditions. If Borrower so qualifies, the EDA is obligated to provide Borrower with a Financing Statement release sufficient to release within a reasonable time after the EDA's determination of Borrower's qualification. In such event, the EDA shall also provide Bank with a copy of such release at the same time as it provides Borrower a copy thereof. 3. Waiver of Notice of Certain Events. Except as expressly provided in this Agreement, each party waives notice of the following events or occurrences: (a) The amendment or substitution of any agreement, instrument or document now or at any time or times hereafter granting Borrower any indulgences or extensions of time for payment; and (b) Presentment, demand, notices of default, nonpayment or partial payment, protest, notice of protest and all other notices and formalities to which a party might be entitled. 4. No Other Subordination. Except for the subordination accomplished hereby, the priority of rights and claims of Bank and the EDA as creditors of Borrower will not be affected or impaired by this Agreement. 5. Notices. Any notice, offer, request, demand, claim or other communication provided for by this Agreement must be in writing and will be deemed delivered when delivered by hand, transmitted by facsimile or overnight delivery, or three days after the day when deposited in the United States mail, certified or registered, return receipt requested, postage prepaid and properly addressed to the intended recipient as set forth below: If to Bank : The Bank of Elk River Attn: Dan Haas 630 Main Street Elk River. MN 55330 If to EDA: THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER Attn: Director of Economic Development 13065 Orono Parkway Elk River, MN 55330 6. Miscellaneous. This Agreement cannot be amended except in writing. This Agreement is binding on and benefits the parties and their respective successors and assigns. This Agreement may be signed in counterparts, each of which will be an original and part of the same instrument. 7. Governing Law. This Agreement shall be construed according to the laws of the State of Minnesota. written. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above THE BANK OF ELK RIVER, a corporation under the laws of the State of Minnesota By�� Name: Its: ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER Its: I -W I . List of Equipment That certain Okuma MB -4000H Horizontal Machining Center, purchased from Hegman Machinery, with the following additional Options: FMS I/F 200 HR Lube Tank; Extended Cap. Drain Tank; DNC C Ethernet for FMS; and FMS APC Prep -Wing Block Serial Number: Debtor will provide the serial number of the Equipment, upon receipt of the same. GP3435662 vl