HomeMy WebLinkAboutIV.D. 7.21.2022 CLEAN Consent and Estoppel Certificate (Authority) - Premier - Lake Isabelle Flats LLC1
CONSENT AND ESTOPPEL CERTIFICATE
THIS CONSENT AND ESTOPPEL CERTIFICATE (this "Estoppel Certificate"), is dated as
of August ___, 2022, and is from the HASTINGS ECONOMIC DEVELOPMENT
AND REDEVELOPMENT AUTHORITY, a public body corporate and politic under the
laws of the State of Minnesota (the "Authority"), to PREMIER BANK ROCHESTER,
a Minnesota corporation, its successors and assigns (the "Lender"). The Authority hereby
agrees with Lender as follows:
1.Unless the context otherwise indicates, capitalized terms not otherwise defined herein shall
have the definitions given such terms in that certain that Contract for Private
Redevelopment between the Authority and LAKE ISABELLE FLATS, LLC, a South
Dakota limited liability company (referred to herein as "Debtor") dated _________, 2022
(the "TIF Agreement"). The Authority acknowledges that, in exchange for developing the
Project, Debtor will receive from the Authority, among other things, that certain Taxable
Tax Increment Revenue Note in the anticipated principal amount of up to $1,913,693.00
(the "TIF Note"), to be dated when the requirements for issuance of the TIF Note in the
TIF Agreement have been satisfied.
2.The Authority understands that the Lender is making (i) a closed-end multiple advance
term loan to Debtor in the maximum principal amount not to exceed at any one time of
$15,327,980.00 (the "First Loan"), and (ii) a closed-end multiple advance term loan to
Debtor in the principal amount of $1,500,000.00 (the "Second Loan") (the First Loan and
the Second Loan are sometimes collectively referred to herein as the "Loans"), each of
which Loans are to be secured by, among other things, an Assignment, Security and Pledge
Agreement dated August ____, 2022 between Debtor and the Lender (the
"Pledge Agreement"). Pursuant to the Pledge Agreement, Debtor granted to the Lender a
security interest in, among other things: (i) all right, title, and interest of Debtor in and to,
including the right to receive payments under, the TIF Note, and (ii) all right, title and
interest of Debtor in the TIF Agreement, including the right to receive
reimbursement for costs incurred to construct the Project referenced in the TIF
Agreement. Debtor has also, under the Pledge Agreement, assigned to the Lender its right
to receive payments under the TIF Note.
3.The Authority understands that the Lender has required this Estoppel Certificate as a
condition of making the Loans and that the Lender will rely on this Estoppel Certificate in
connection therewith.
4.The Authority covenants, represents, and warrants to and agrees with the Lender as
follows:
a.That, to the actual knowledge of the undersigned, Debtor is in compliance with all
of the terms of the TIF Agreement;
b.That, to the actual knowledge of the undersigned, there are no defenses, setoffs,
counterclaims against or with regard to the TIF Note or the TIF Agreement or the
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indebtedness evidenced thereby. The TIF Note has not been amended, and the TIF
Agreement has not been amended.
c.That the TIF Note and rights to receive payments under the TIF Agreement have
been assigned by Debtor to the Lender;
d.That, until termination of the Pledge Agreement in accordance with Section 10.h
thereof, the Authority will tender all payments due under the TIF Note, and any
optional prepayments, either in whole or in part, to the Lender at the address set
forth in Section 5 below or to such other address as may be designated by the Lender
in writing delivered to the Authority;
e.That it hereby acknowledges and consents to the execution by Debtor and delivery
to the Lender of the Pledge Agreement, and to the liens and security interests
created therein, as security for the Loans; and
f.The Authority agrees that a transfer of the Project or the Mortgaged Property (as
each term is defined in the Pledge Agreement) by foreclosure or deed in lieu of
foreclosure will not require prior Authority approval and that any such foreclosure
or deed in lieu of foreclosure will terminate or suspend the Authority's obligations
under the TIF Note. Any transfer from the Lender or the Lender's nominee to a third
party purchaser will be subject to the Authority's approval as set forth in Section
5.3 of the TIF Agreement.
5.Until the termination of the Pledge Agreement, the Authority agrees to give the Lender a
copy of each notice or demand given to Debtor with respect to any breach or default by
Debtor in its obligations under the TIF Agreement at the same time such notice, demand
or other communication is given to Debtor under the TIF Agreement, addressed to the
Lender, as follows:
Premier Bank Rochester
3145 Wellner Drive NE
Rochester, Minnesota 55906
Attention: Jennifer J. Gowin
6.Until termination of the Pledge Agreement in accordance with Section 10.h thereof, the
Authority agrees to accept a cure by the Lender of any default by Debtor under the TIF
Agreement within the cure periods provided in the TIF Agreement, but acknowledges that
the Lender shall be under no obligation to cure any such default. No commencement of
any performance by the Lender or any obligation of Debtor required under the TIF
Agreement shall obligate the Lender to continue or complete such performance or
otherwise perform any of such Debtor's obligations under the TIF Agreement.
7.Until termination of the Pledge Agreement in accordance with Section 10.h thereof, the
Authority agrees to provide the Lender with notice of any modifications or amendments to
be made to the TIF Agreement and the right to consent to such modifications or
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amendments. By acceptance hereof, the Lender acknowledges and agrees for the benefit of
the Authority that such consent shall not be unreasonably withheld, conditioned or delayed.
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IN WITNESS WHEREOF, the undersigned officers of the Authority have executed this Estoppel
Certificate as of the date and year first written above.
HASTINGS ECONOMIC
DEVELOPMENT AND
REDEVELOPMENT AUTHORITY
By: ___________________________
Bruce Goblirsch. Its President
By: ___________________________
Eric Maass, Its Secretary
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this ____ day of _______________,
2022 by Bruce Goblirsch and Eric Maass, the President and Secretary, respectively, of the
Hastings Economic Development and Redevelopment Authority, a public body corporate
and politic organized and existing under the Constitution and laws of the State of Minnesota, on
its behalf.
___________________________________
Notary Public