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2013-11-19 Subordination AgreementN Doc. No. A1252363 RETURN TO: OFFICE OF THE COUNTY RECORDER City of Albertville WRIGHT COUNTY, MINNESOTA 5959 Main Ave NE PO BOX 9 Certified Filed and/or Recorded on Albertville, MN 55301 11/19/2013 at 2:30 PM Check #: 32698 Fee: $46.00 Payment Code 02 Addl. Fee Barb Gabrelcik, County Recorder SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT, dated as of September 30, 2013, is made and given by U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (referred to in such capacity as the "Trustee") under the Trust Indenture dated as of September 1, 2013 (the "Indenture") between the City of Otsego, Minnesota ("City") and said Trustee. WITNESSETH: WHEREAS, the City of Albertville, Minnesota ("Albertville") and Evans Park, Inc., a Minnesota non-profit corporation ("Evans Park" or sometimes referred to herein as the "Borrower") and Guardian Angels of Elk River, Inc., a Minnesota non-profit corporation ("Guardian Angels," and together with Evans Park, the "Developer"), have entered into a Planned Unit Development Agreement dated September 30 2013 (the "Development Agreement") pertaining to the development of the real property legally described in Exhibit A attached hereto (the "Real Property");and WHEREAS, in order to provide the funds for the development of the Real Property, the City is issuing its Revenue Bonds (Evans Park, Inc. Project), Series 2013 in the aggregate principal amount of $10,000,000 (the "Bonds"); and WHEREAS, at the request of the Borrower, Albertville (referred to in such capacity as the "Series 2013 Parity Issuer") is issuing its Refunding Revenue Bonds (Evans Park, Inc. Project), Series 2013 (the "Series 2013 Parity Bonds") in the aggregate principal amount of $5,165,000, pursuant to a Trust Indenture of even date herewith between the Series 2013 Parity Issuer and U.S. Bank National Association, as trustee (referred to in such capacity as the "Series 2013 Parity Trustee"); and WHEREAS, the proceeds of the Bonds are to be loaned to the Borrower under a Loan Agreement dated as of September 1, 2013 (the "Loan Agreement"), between the City and the Borrower, in order to provide financing for the acquisition, construction and equipping of a 63- unit combination senior housing and health care facility, to include independent living units, assisted living units, and certain units dedicated to memory care residents, to be located on the Real Property (the "Project"); and WHEREAS, the proceeds of the Series 2013 Parity Bonds will be loaned by the Series 2013 Parity Issuer to the Borrower pursuant to a Loan Agreement of even date herewith (the "Series 2013 Parity Loan Agreement") and the Series 2013 Parity Bonds and the obligations of the Borrower under the Series 2013 Parity Loan Agreement will be secured by a Combination Mortgage, Security Agreement and Fixture Financing Statement and Assignment of Leases and Rents of even date herewith from the Borrower to the Series 2013 Parity Trustee (the "Series 2013 Parity Mortgage"), and filed for record O(,�0 (}P,I' I , 2013 as document number A 12.4 $-1i 3 in the office of the county recorder of Wright County, Minnesota; and WHEREAS, in connection with certain existing facilities of the Borrower, the City of Elk River, Minnesota (the "Series 2011 Issuer") previously issued its Revenue Bonds (Evans Park, Inc. Project), Series 2011 (the "Series 2011 Bonds"), currently outstanding in the aggregate principal amount of $3,630,000, pursuant to a Trust Indenture dated as of October 1, 2011 (the "Series 2011 Indenture"), between the Series 2011 Issuer and U.S. Bank National Association, as trustee (the "Series 2011 Trustee), and pursuant to a Loan Agreement dated as of October 1, 2011 (the "Series 2011 Loan Agreement") between the Borrower and the Series 2011 Issuer, the Series 2011 Issuer loaned the proceeds of the Series 2011 Bonds to the Borrower; and WHEREAS, the obligations of the Borrower under the Series 2011 Loan Agreement are secured by a Combination Mortgage, Security Agreement and Fixture Financing Statement and Assignment of Leases and Rents from the Borrower to the Series 2011 Trustee dated as of October 1, 2011 (the "Series 2011 Mortgage") , and filed for record November 1, 2011 as document number 739006 in the office of the county recorder of Sherburne County, Minnesota; and WHEREAS, the Borrower will enter into a Combination Mortgage, Security Agreement and Fixture Financing Statement and Assignment of Leases and Rents dated as of September 1, 2013 in favor of the City, the Mortgagee's interest in which Mortgage has been assigned by the City to the Trustee by an Assignment of Mortgage dated as of September 30, 2013 (the "Mortgage"), filed for record dam© bee ( , 2013 as document numbers, t 2U$" 1 J l and A 12H 27 Q , respectively, in the office of the County Recorder of Wright County, Minnesota, to provide security for the repayment of the Bonds and the obligations of the Borrower under the Loan Agreement; and WHEREAS, the Borrower, the Trustee, the Series 2013 Parity Trustee and the Series 2011 Trustee will enter into an Intercreditor and Parity Agreement of even date with the Mortgage (the "Intercreditor Agreement"), extending the mortgage lien granted under the Series 2011 Mortgage to secure the obligations of the Borrower under the Loan Agreement and under the Series 2013 Parity Mortgage equally and ratably and on a parity with the obligations of the Borrower under the Series 2011 Loan Agreement, and adding the Real Property included in the Project to the lien of the Series 2011 Mortgage. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trustee hereby subordinates its rights to the liens on the Real Property under the Mortgage, the Series 2013 Parity Mortgage and the Series 2011 Mortgage to the Development Agreement subsequently filed for record as Document Number 1252362 in the Office of the County Recorder of Wright County, Minnesota. 2 U.S. BANK NATIONAL ASSOCIATION Its: Vice President STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this Z day of September, 2013 by Christine Robinette, to me personally known, being a Vice President of U.S. Bank National Association, on behalf of said Mortgagee. Notary Public GATHER{NE M. NUTZMANN Notary Public -Minnesota Ny Ccffv m En*ft Jan Si. 2M6 [Signature Page to Subordination Agreement] THIS INSTRUMENT WAS DRAFTED BY: Dorsey & Whitney LLP (Heide) 50 South Sixth Street, Suite 1500 Minneapolis, Minnesota 55402 3 EXHIBIT A (Legal Description) Those tracts or parcels situated in the County of Wright, State of Minnesota described as follows: All that part of the East Half of the Southeast Quarter of the Southwest Quarter, and the Southwest Quarter of the Southeast Quarter, Section 2, Township 120, Range 24, Wright County, Minnesota, described as follows: Commencing at the Southeast corner of said Southwest Quarter of the Southeast Quarter; thence North 00' 06' 31" East (assumed bearing) along the East line of said Southwest Quarter of the Southeast Quarter a distance of 379.85 feet to the centerline of C.S.A.H. No. 18 (formerly Wright County Highway No. 118); thence Northwesterly deflecting 62' 37' 30" Left along said centerline for a distance of 303.78 feet to the actual point of beginning; thence Southwest deflecting 85' 09' Left a distance of 249.28 feet; thence Southeast deflecting 94' 51' Left a distance of 155.59 feet; thence Northeast deflecting 85' 09' Left a distance of 249.28 feet to the centerline of C.S.A.H. No. 18 (formerly Wright County Highway No. 118); thence Southeasterly along said centerline for a distance of 16.56 feet to the most Northerly corner of Heuring Addition; thence South 32' 20' 01" West along the Northwesterly line of said Heuring Addition and the southwesterly extension thereof for a distance of 330.85 feet, more or less, to an intersection with the North line of the South 5.00 acres of said southwest Quarter of the Southeast Quarter; thence South 89' 10' 49" West along said North line of the South 5.00 acres of the Southwest Quarter of the Southeast Quarter for a distance of 1024.94 feet, more or less, to the West line of said Southwest Quarter of the Southeast Quarter; thence South 00' 07' 50" West along said West line of said Southwest Quarter of the Southeast Quarter for a distance of 0.17 feet to an intersection with the North line of the South 10 rods of the East Half of the Southeast Quarter of the Southwest Quarter; thence South 88' 33' 02" West along said North line of the South 10 rods of the East half of the Southeast Quarter of the southwest Quarter for a distance of 343.95 feet, more or less, to the centerline of County Ditch Number 9, as shown on the plat of Albert Villas; thence Northeasterly along said centerline of County Ditch Number 9 as shown on the plat of Albert Villas to the most Easterly corner of Albert Villas; thence south 620 55' 08" East along the centerline of Jason Avenue for a distance of 954.93 feet to the point of beginning. Which lies easterly of Line A described below and westerly of Line B described below. Subject to C.S.A.H. No. 18. Line A is described as commencing at said most easterly corner of Albert Villas; thence South 62 degrees 55 minutes 08 seconds East, along the centerline of Jason Avenue, a distance of 361.52 feet to the point of beginning of Line A; thence South 23 degrees 03 minutes 26 seconds West 695.71 feet to said north line of the south 5 acres of the Southwest Quarter of the Southeast Quarter of Section 2 and said Line A there terminating. Line B is described as commencing at said most easterly corner of Albert Villas; thence South 62 degrees 55 minutes 08 seconds East, along the centerline of Jason Avenue, a distance of 770.10 A-1 feet to the easterly line of the Roadway Easement per Document No. 854994 and the point of beginning of Line B; thence South 26 degrees 50 minutes 58 seconds West 321.94 feet; thence southerly 119.48 feet on a tangential curve concave to the east, having a radius of 245.00 feet and a central angle of 27 degrees 56 minutes 34 seconds; thence South 1 degree 05 minutes 36 seconds East, tangent to said curve, a distance of 43.65 feet to said north line of the south 5 acres of the Southwest Quarter of the Southeast Quarter of Section 2 and said Line B there terminating. A-2