RES 17-04 � CITY OF ELK RIVER
ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. 17-04
RESOLUTION CONSENTING TO THE SALE OF BUSINESS
RELATING TO THE LOAN TO 19228 LLC
(PROMO PRODUCTS PROJECT)
WHEREAS, the Board of Commissioners (the "Board") of the Economic Development Authority
of the City of Elk River (the "EDA") has received a request from 19228 LLC (the `Borrower")with
a recommendation from First National Bank of Elk River (the"Lender") that the EDA consent to a
new operator relating to loan (the "Loan") provided to the Borrower pursuant to the provisions of
the EDA's Microloan Program (the"Program");
WHEREAS, on the date of issuance of the Loan, the Borrower leased the loan property to Promo
Products, LLC (the "Original Operator") and the Original Operator agreed to provide a guarantee
of loan repayments and to operate its business on the loan property;
WHEREAS, the Original Operator has sold its business to liberty Clark, LLC (the "New
Operator");
WHEREAS, the Borrower is currently leasing the loan property to the New Operator and
anticipates selling the loan property to the New Operator upon completion of environmental testing
required on the loan property;
WHEREAS, the Lender has proposed to prepare necessary amendments to the Promissory Note,
Participation Certificate and Agreement and Loan Agreement (collectively, together with all related
documents necessary in connection therewith, the "Loan Documents") with the Borrower reflecting
that notwithstanding that the Original Operator is no longer operating its business on the loan
property, the Loan will not be accelerated and the Borrower will continue making loan payments on
the Loan in accordance with the existing payment schedule until the earlier of(i) the date the loan
property is sold;or (ii) the maturity date of the Loan on January 13,2018;and
WHEREAS, the EDA has determined that consenting to the operation of the loan property by the
New Operator and permitting the Loan to remain outstanding until maturity or sale of the loan
property will assist the Borrower and the New Operator in continuing the operation of the business
in the City of Elk River;
NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic
Development Authority of the City of Elk River(the`Board") as follows:
1. Notwithstanding that the Original Operator is no longer operating its business on the loan
property, the Board hereby consents to the Loan remaining outstanding and will permit the
Borrower to continue making loan payments on the Loan in accordance with the existing
payment schedule until the earlier of(i) the date the loan property is sold; or (ii) the maturity
499539v2 JSB Fi.l RS-34
date of the Loan on 13 2018 and also approves any amendments to the Loan
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Documents necessary in connection therewith and the President and Executive Director are
hereby authorized and directed to execute,on behalf of the EDA,any such amendments to the
Loan Documents to which the EDA is a party and to carry out, on behalf of the EDA, the
EDA's obligations thereunder.
2. The approval hereby given to the amendments to the Loan Documents includes approval of
such additional details therein as may be necessary and appropriate and such modifications
thereof, deletions therefrom and additions thereto as may be necessary and appropriate and
approved by legal counsel to the EDA and by the President and Executive Director prior to
executing said documents; and said officers are hereby authorized to approve said changes on
behalf of the EDA. The execution of any instrument by the President and Executive Director
shall be conclusive evidence of the approval of such document in accordance with the terms
hereof. In the event of absence or disability of said officers, any of the documents authorized
by this Resolution to be executed may be executed without further act or authorization of the
Board by any duly designated acting official,or by such other officer or officers of the Board as,
in the opinion of the City Attorney,may act in their behalf.
Approved by the Board of Commissioners of the Economic Development Authority of the City of Elk
River this 15th day of May,2017.
President
C1-1.)P.
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