2014-02-11 1st Amendment to Intercreditor and Parity Agreement'17
Doc. No. A1257372
OFFICE OF THE COUNTY RECORDER
WRIGHT COUNTY, MINNESOTA
Certified Filed and/or Recorded on
2/1112014 at 10:00 AM
Check #E: 59478 Fee: $46.00
Payment Code 02
AddL Fee
Barb Gabrekwik, County Recorder
Mortgage Reglstration Tax Paid
Date; February 07, 2014
$0.00 Dollars
Diane Amold
Sherbume County Auditor -Treasurer
Document No. 784323
February 07, 2014 04:00 PM Fee: $48.00
Certified filed and or recorded on above date:
MICHELLE ASHE COUNTY RECORDER
SHERBURNE County, MN
THIS INSTRUMENT (this "Amendment" j is made as of the day of November,
2013, between EVANS PARK, INC., a Minnesota nonprofit corporation C'Borrowerj, and. U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Series
2011 .Indenture, Otsego Indenture, and the Albertville Indenture (each ag defined in the
Agreement) nustee').
V43EREAS, Borrower and Trustee entered into that certain Intercreditor and Parity
Agreement (the "Agreement), dated as of September 1, 2013, filed October 1, 2013, in the
office of the County Recorder in and for Wright County, Minnesota, as Document
No. A1248714, and filed October .22, 2013, in the of5w of the County Recorder in and for
Sherbume County, Minnesota, as Document No. 779989, relating to the mortgages descn'bed on
Eiibit A attached hereto (collectively, the "MortgagW), which Mortgages enmmber the real
property located in Wright County, Minnesota and Sherburne County, Minnesota, legally
described on Exhibit B attached hereto (collectively, the "Mortgaged Property");
VVIIEMM, -Borrower has heretofore replatted a portion of the Mortgaged Property
located in Wright -County, Minnesota; and
WHEREAS, of even date herewith, Borrower and Trust have executed an amendment
to the Mortgages (the "Amendment") to reflect certain chaltges to the legal descriptions of the
Mortgaged Property.
WHEREAS, Borrower and Trustee wish to amend the Agreement as hereinafter
provided.
NOW, TBMMRE, in consideration of the mutual agreements herein set forth and of
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby covenanted and agreed by and between the parties hereto as follows:.
I. QiWtalizrd Terms. All capitalized terms used herein without definition shall have
the respective meanings ascribed to them in the Agreement,
2. &=cb=jsjp the eernent. The Agreement is hereby amended as follows:
"M to,
ftimme Ca. Root & TO Ca
351 Main Stet j 3 q0-71�0
Clio i#iirer, MN 55n
FIRST AMENDMENT TO
INTERCREDITOR AND PARITY AGREEMENT
THIS INSTRUMENT (this "Amendment") is made as of the day of November,
2013, between EVANS PARK, INC., a Minnesota nonprofit corporation (`Borrower"), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Series
2011 Indenture, Otsego Indenture, and the Albertville Indenture (each as defined in the
Agreement) ("Trustee").
WHEREAS, Borrower and Trustee entered into that certain Intercreditor and Parity
Agreement (the "Agreement'), dated as of September 1, 2013, filed October 1, 2013, in the
office of the County Recorder in and for Wright County, Minnesota, as Document
No. A1248714, and filed October 22, 2013, in the office of the County Recorder in and for
Sherburne County, Minnesota, as Document No. 779989, relating to the mortgages described on
Exhibit A attached hereto (collectively, the "Mortgages"), which Mortgages encumber the real
property located in Wright County, Minnesota and Sherburne County, Minnesota, legally
described on Exhibit B attached hereto (collectively, the "Mortgaged Property");
WHEREAS, Borrower has heretofore replatted a portion of the Mortgaged Property
located in Wright County, Minnesota; and
WHEREAS, of even date herewith, Borrower and Trustee have executed an amendment
to the Mortgages (the "Amendment") to reflect certain changes to the legal descriptions of the
Mortgaged Property.
WHEREAS, Borrower and Trustee wish to amend the Agreement as hereinafter
provided.
NOW, THEREFORE, in consideration of the mutual agreements herein set forth and of
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby covenanted and agreed by and between the parties hereto as follows: _
1. Capitalized Terms. All capitalized terms used herein without definition shall have
the respective meanings ascribed to them in the Agreement.
2. Amendments to the Agreement. The Agreement is hereby amended as follows:
Return to;
Sherbume Co, Abstract & Title Co.
351 Main Street / 3 q of too
Elk River, MN 55330
a. Exhibit A attached to the Agreement, which describes the Mortgaged
Property affected by the Agreement, is hereby deleted in its entirety and replaced with
Exhibit C attached hereto.
b. The "Series 2013 Otsego Mortgage" hereinafter refers to the Series 2013
Otsego Mortgage, as amended by the Amendment.
C. The "Series 2013 Albertville Mortgage" hereinafter refers to the Series
2013 Albertville Mortgage as amended by the Amendment.
d The "Series 2011 Mortgage" hereinafter refers to the Series 2011
Mortgage, as amended by the Amendment.
e. For avoidance of doubt, the real property legally described on Exhibit D
attached hereto is hereby released from the terms and conditions of the Agreement.
3. Ratification and Confirmation of Agreement. This Amendment is an amendment
of the Agreement and is not a waiver, an impairment or a novation of the same. Except as
amended and modified hereby, the provisions, representations and conditions set forth in the
Agreement, which are hereby incorporated herein by reference, are unmodified and shall remain
in full force and effect, as if this Amendment had not been executed or delivered; and Borrower
does hereby ratify and confirm the Agreement and such provisions, representations and
conditions, as amended hereby.
4. No Waiver. The execution of this Amendment by Trustee does not and shall not
constitute a waiver of any default or event of default of Borrower which may have heretofore
occurred or which may hereafter occur under or with respect to the Agreement, whether or not
Trustee has knowledge of the same on the date hereof.
5. Severability of Provisions. A determination that any provision of this
Amendment is unenforceable or invalid shall not affect the enforceability or validity of any other
provision hereof, or of the Agreement, and any determination that the application of any
provision of this Amendment to any person or circumstance is illegal, invalid or unenforceable
shall not affect the legality, validity or enforceability of such provision as it may apply to any
other persons or circumstances.
6. Governing Law. The terms and conditions of this Amendment shall be governed
by the laws of the State of Minnesota.
7. Interpretation. Within this Amendment, words in the singular number shall be
held and construed to include the plural, unless the context otherwise requires. The Paragraph
headings used herein are intended for reference purposes only and shall not be considered in the
interpretation of the terms and conditions hereof.-
8. Successors and Assigm. The terms and conditions of this Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, legal representatives, successors and
permitted assigns.
9. Recording. Borrower agrees to pay the recording fees payable in order to record
this Amendment.
[NO FURTHER TEXT ON THIS PAGE]
IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as
of the day and year first above written.
EVANS PARK, INC., a Minnesota nonprofit
corporation
By
Daniel C. Dixon
President and Chief Executive Officer
Borrower
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
This instrument was acknowledged before me on this'k day of November,
2013, by Daniel C. Dixon, the President and Chief Executive Officer of Evans Park, Inc., a
Minnesota nonprofit corporation, on behalf of said corporation.
Notary Public
commission expires:
--------------------
6JWY M. REISTAD
N=Frf PUBLIC-MMNESM
*CWME*JM31.2018
[Signature Page — First Amendment to Intercreditor and Parity Agreement]
U.S. BANK NATIONAL ASSOCIATION, a
national banking association
r
By
Christine Robinette
Vice President
STATE OF MINNESOTA )
)SS'
COUNTY OF RAMSEY )
Trustee
This instrument was acknowledged before me on this d& day of December,
2013, by Christine Robinette, a Vice President of U.S. BANK NATIONAL ASSOCIATION, a
national banking association, on behalf of said association.
o Public
My commission expires: Jan. 31, 2016
This instrument was drafted by:
Dorsey & Whitney LLP (SAO)
Suite 1500
50 South Sixth Street
Minneapolis, Minnesota 55402
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[Signature Page — First Amendment to Intercreditor and Parity Agreement]
EXHIBIT A
Mortgages
Series 2013 Albertville Mortgage. Combination Mortgage, Security Agreement and
Fixture Financing Statement and Assignment of Leases and Rents, dated as of September
1, 2013, filed October 1, 2013, in the office of the County Recorder in and for Wright
County, Minnesota, as Document No. A1248713, and filed October 22, 2013, in the
office of the County Recorder in and for Sherburne County, Minnesota, as Document No.
779988.
2. Series 2013 Otsego Mortgage. Combination Mortgage, Security Agreement and Fixture
Financing Statement and Assignment of Leases and Rents, dated as of September 1,
2013, filed October 1, 2013, in the office of the County Recorder in and for Wright
County, Minnesota, as Document No. A1248711, and filed October 22, 2013, in the
office of the County Recorder in and for Sherburne County, Minnesota, as Document No.
779986, as assigned to Trustee pursuant to that Assignment of Mortgage, dated as of
September 30, 2013, filed October 1, 2013, in the office of the County Recorder in and
for Wright County, Minnesota, as Document No. A1248712 and filed October 22, 2013,
in the office of the County Recorder in and for Sherburne County, Minnesota, as
Document No. 779987.
3. Series 2011 Mortgage. Combination Mortgage, Security Agreement and Fixture
Financing Statement and Assignment of Leases and Rents dated as of October 1, 2011,
filed November 1, 2011, in the office of the County Recorder in and for Sherburne
County, Minnesota, as Document No. 739006, as assigned to Trustee pursuant to that
Assignment of Mortgage, dated as of September 30, 2013, filed October 22, 2013, in the
office of the County Recorder in and for Sherburne County, Minnesota, as Document No.
779983, as amended and supplemented by the First Amendatory Combination Mortgage,
Security Agreement and Fixture Financing Statement and Assignment of Leases and
Rents dated as of September 1, 2013, filed October 22, 2013, in the office of the County
Recorder in and for Sherburne County, Minnesota as Document No. 779985.
EXHIBIT B
Existiniz Legal Descri tion of Morta ed Property
Those tracts or parcels situated in the Counties of Wright and Sherburne, State of Minnesota described as
follows:
Site 1(Evans Park):
Lot 3, Block 1, Guardian Angels Addition, according to the plat thereof on file and of record in the office
of the County Recorder of Sherburne County, Minnesota, together with appurtenant easements contained
in Document Nos. 194139, 271253, 271254, 273240 and 297007.
Together with easements as set forth in Declaration of Easements (Common Driveway) dated March 28,
2000, filed March 29, 2000, as Document No. 410269.
Site 2 (Guardian Angels by the Lake):
Lot 2, Block 1, Guardian Angels West, together with easements as set forth in Declaration of Easements
(Common Driveway), dated March 28, 2000, filed March 29, 2000, as Document No. 410269.
Site 3 (Engel Hans):
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 000 06' 3 1 " 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' 0 1 " 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
Quaver; 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 102494 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 62' 55' 09" East along the centerline of Jason Avenue for a distance of 954.93 feet to the point of
beginning.
EXHIBIT C
New Legal Description of Mortgaged Property
Those tracts or parcels situated in the Counties of Wright and Sherburne, State of Minnesota
described as follows:
Site 1 (Evans Park):
Lot 3, Block 1, Guardian Angels Addition, according to the plat thereof on file and of record in
the office of the County Recorder of Sherburne County, Minnesota, together with appurtenant
easements contained in Document Nos. 194139, 271253, 271254, 273240 and 297007.
Together with easements as set forth in Declaration of Easements (Common Driveway) dated
March 28, 2000, filed March 29, 2000, as Document No. 410269.
Site 2 (Guardian Angels by the Lake):
Lot 2, Block 1, Guardian Angels West, together with easements as set forth in Declaration of
Easements (Common Driveway), dated March 28, 2000, filed March 29, 2000, as Document No.
410269.
Site 3 (Engel Haus):
Lot 1, Block 1, Guardian Angels of Albertville, according to the recorded plat thereof in Wright
County, Minnesota.
EXHIBIT D
(Legal Description of Mortgaged Property Released from Agreement)
Those tracts or parcels situated in the County of Wright, State of Minnesota described as follows:
Outlots A and B, Guardian Angels of Albertville, according to the recorded plat thereof in
Wright County, Minnesota.