EDA RES 24-05ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF ELK RIVER
SHERBURNE COUNTY
STATE OF MINNESOTA
RESOLUTION NO.24-05
RESOLUTION APPROVING SUBORDINATION AGREEMENTS
RELATED TO THE HERITAGE MILLWORK PROJECT
WHEREAS, the Economic Development Authority of the City of Elk River (the "Authority") has
approved a Loan Agreement (the "EDA Loan Agreement") with Heritage Millwork, Inc., a Minnesota
corporation (the "Borrower"), pursuant to which the Authority has agreed to provide the Borrower with a
loan in the principal amount of $200,000 (the `EDA Loan") to assist with purchasing equipment in
connection with the acquisition, construction and equipping of an approximately 110,000 square foot
industrial warehouse facility for use in the Borrower's manufacturing business located in the City of Elk
River, Minnesota (the "Project"); and
WHEREAS, to finance the Project, the Borrower is receiving (i) a loan (the `Bank Loan") from
First Bank Elk River, a Minnesota state banking corporation (the "Bank"), and (ii) a loan (the "SBA
Loan" and, together with the Bank Loan, the "Priority Loans") from Twin Cities -Metro Certified
Development Company, a Minnesota nonprofit corporation (the "SBA Lender" and, together with the
Bank, the "Lenders"), assigned to the U.S. Small Business Administration and the Lenders require that as
a condition of giving the Borrower the Priority Loans, the Authority subordinate their rights under the
FDA Loan Agreement and related documents pursuant to (i) a certain Debt Subordination Agreement by
and between the Authority, the Borrower, Jade Elk Properties LLC, a Minnesota limited liability
company, and the Bank (the "Bank Subordination Agreement"), a form of which is presented to the
Board of Commissioners of the Authority (the "Board"), and (ii) a certain Equipment Subordination
Agreement, made by the Authority for the benefit of the SBA Lender (the "SBA Subordination
Agreement" and, together with the Bank Subordination Agreement, the "Subordination Agreements"), a
form of which is presented to the Board; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Elk River
Economic Development Authority as follows:
1. The Authority hereby approves the Subordination Agreements, substantially in accordance
with the terms set forth in the form presented to the Board, together with any related documents necessary in
connection therewith, including without limitation all documents, exhibits, certifications or consents
referenced in or attached to the Subordination Agreements (collectively, the "Lender Documents") and
hereby authorizes the President and the Executive Director to negotiate the final terms thereof and, in their
discretion and at such time as they may deem appropriate, to execute the Lender Documents on behalf of the
Authority, and to carry out, on behalf of the Authority, the Authority's obligations thereunder when all
conditions precedent thereto have been satisfied.
2. The approval hereby given to the Lender 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 Authority and by
the officers authorized herein to execute said documents prior to their execution; and said officers are hereby
authorized to approve said changes on behalf of the Authority. The execution of any instrument by the
appropriate officers of the Authority herein authorized shall be conclusive evidence of the approval of such
document in accordance with the terms hereof. This Resolution shall not constitute an offer and the Lender
Documents shall not be effective until the date of execution thereof as provided herein. In the event of
absence or disability of the 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 Authority's Attorney, may act in their
behalf.
3. Upon execution and delivery of the Lender Documents, the officers and employees of the
Authority are hereby authorized and directed to take or cause to be taken such actions as may be necessary on
behalf of the Authority to implement the Lender Documents.
Approved this August 19, 2024, by the Board of Commissioners of the Economic Development
Authority of the City of Elk River.
Pr ident -- 46
ATTES J
c
Secretary
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