EDA RES 24-06ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF ELK RIVER
COUNTY OF SHERBURNE
STATE OF MINNESOTA
RESOLUTION NO.24-06
RESOLUTION APPROVING A
MASTER AMENDMENT AGREEMENT
(DISTINCTIVE IRON PROJECT)
WHEREAS, on September 25, 2019, the Economic Development Authority of the City
of Elk River (the "EDA") provided a loan to Hemmer Companies L.L.C., a Minnesota limited
liability company (the "Borrower"), pursuant to the FDA's Microloan Program (the "Program")
in the amount of $126,000.00 (the "Original Loan") and on September 25, 2019, the EDA
provided an additional loan to the Borrower pursuant to the Program in the amount of S100,000
(the "2019 Loan" and together with the Original Loan, the "Loan").
WHEREAS, in connection with the 2019 Loan, the EDA and the Borrower amended and
restated the documents related to the Original Loan to account for the 2019 Loan and entered
into an Amended and Restated Loan Agreement, dated September 25, 2019 (the "Loan
Agreement"), between the Borrower and the EDA.
WHEREAS, the Loan was secured by (1) an Amended and Restated Promissory Note,
dated September 25, 2019 (the "Promissory Note"), froni Borrower to the EDA; (ii) an Amended
and Restated Security Agreement, dated September 25, 2019 (the "Security Agreement"), from
Distinctive Iron, LLC (the "Entity Guarantor"), in favor of the EDA providing the EDA with a
security interest in certain equipment (the "Equipment") owned by Distinctive Iron, LLC (the
"Entity Guarantor"); (111) an Amended and Restated Mortgage and Assignment of Rents and
Security Agreement and Fixture Financing Statement (the 'Mortgage"), executed by Borrower,
in favor of EDA, covering property located in the City of Elk River, Minnesota (the "City"); (iv)
a Personal Guaranty, dated September 25, 2019, from Cynthia Mae Hemmer & Steven Michael
Hemmer (the "Personal Guaranties); and (v) an Entity Guaranty, dated September 25, 2019 (the
"Entity Guaranty" and together with the Personal Guaranties, the "Guaranties"), from the Entity
Guarantor. The Loan matures on October 1, 2024 with a balloon payment due at maturity.
WHEREAS, the Board of Commissioners (the "Board") of the EDA has received a
request from the Bon-ower that the EDA extend the maturity date of the Loan by two years.
WHEREAS, the EDA has caused to be prepared the Master Amendment Agreement
which, among other things, amends the documents relating to the Loan to reflect the extension of
the maturity date, a copy of which is on file with the Executive Director.
NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic
Development Authority of the City of Elk River as follows:
1.01. The Master Amendment Agreement as presented to the EDA, together with all
related documents necessary in connection therewith (the "Loan Documents") is hereby in all
respects approved, in substantially the form on file with the City's Economic Development
ELI 85-3U977420.v]
Director, and the President and Executive Director are hereby authorized and directed to execute the
Loan Documents to which it is a party and to carry out, on behalf of the EDA, the EDA's
obligations thereunder.
1.02. The approval hereby given 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.
EL 185'.30.977420_0
Approved by the Board of Conuiussioners of the Econonuc Development Autliority of the
City of Elk River this 1 st day of October, 2024.
President
ATTEST.
Z, fi414,
Executive Director
EL 185.30` 9 7 7420_0