2006-10-31 Filing Documents
· Also licensed in Illinois
COURl, MACARTHUR &
RUPPE, P.L.L.P.
Attorneys at Law
705 Central Avenue East
PO Box 369
St. Michael, MN 55376.;0369
(763) 497-1930
(763) 497-2599 (FAX)
courimacarthur@earth/ink.net
Kristen H. Carr
Kyle R. Hartnett
Michael C Cour;.
Andrew J. MacArthur
Robert T. Ruppe..
"Also licensed in California
October 31, 2006
Secretary of State's Office
180 State Office Building
100 Constitution Avenue
St. Paul, MN 55155-1299
Re: City of Albertville - Land of Lakes Stone, LLC; Gem Development Co., LLC
To Whom It May Concern:
Enclosed for filing, please find the following documents:
1. Form CNS-3, Financing Statement Termination between Land of Lakes
Stone, LLC and the City of Albertville; and
2. Form CNS-3, Financing Statement Termination between Gem
Development Company, LLC and the City of Albertville.
Please file these documents at your earliest convenience. If you have any questions,
please do not hesitate to call. Thank you.
Sincerely,
~cC
Michael C. Couri
Couri, MacArthur & Ruppe, P.L.L.P.
MCC/khb
Enclosures
cc: Tina Lannes, City of Albertville
For
Filing'
Officer
STATE OF MINNESOTA
EFFECTIVE FINANCING STATEMENT/STATUTORY LIEN
STATEMENT OF CONTINUATION AND TERMINATION
CNS-3 FORM
This statement is presented for filing pursuant to Minnesota Statutes Chapter 336A.
(Type in Black Ink)
1. Original Effective Financing Statement No.
20037795951
Original File Date
06/20/2003
2. Original Statutory Lien No.
Original File Date
3. Debtor Name and Address
Name LAND OF LAKES STONE, LLC
Street 11800 62ND ST. NE
City ALBERTVILLE
State MN Zip Code 55301
4. Secured Party/Lienholder and address
Name CITY OF ALBERTVILLE
Street P.O. BOX 9
City ALBERTVILLE
State MN Zip Code 55301
(CHOOSE ONE)
_5. EFFECTIVE FINANCING STATEMENT CONTINUATION
The original effective financing statement bearing the file number shown in Area Number 1 is still effective and is continued for
an additional 5 years. The continuation statement must be signed by the debtor and the secured party or the box below must be
marked indicating that the secured party has the signature on file.
~6. EFFECTIVE FINANCING STATEMENT TERMINATION
The secured party no longer claims a security interest under the effective financing statement bearing the file number shown in
Area Number 1. The date on which the security interest was satisfied is 02/07 /2006
_7. STATUTORY LIEN TERMINATION
The lien holder no longer claims a lien under the lien notice bearing the file number shown in Area Number 2. The date on which
the statutory lien was satisfied is
RETURN ACKNOWLEDGMENT COPY TO: (name and address)
o Signatures are on file with the secured party.
Name
Street
City
State
caURI, MACARTHUR & RUPPE, P.L.L.P.
705 CENTRAL AVENUE EAST, P.O. BOX 369
ST. MICHAEL
MN Zip Code 55376-0369
~~il C2:~SSi~ ~
LienholderlSecGred Party Sign~ture
Standard Form Approved by Secretary of State
Please do not type outside the bracketed area
(1) Filing Officer Copy 12922052 Rev4/93
For
Filing" ,
Officer
STATE OF MINNESOTA
EFFECTIVE FINANCING STATEMENT/STATUTORY LIEN
STATEMENT OF CONTINUATION AND TERMINATION
CNS-3 FORM
This statement is presented for filing pursuant to Minnesota Statutes Chapter 336A.
(Type in Black Ink)
1. Original Effective Financing Statement No.
20037795951
Original File Date
06/20/2003
2. Original Statutory Lien No.
Original File Date
3. Debtor Name and Address
Name GEM DEVELOPMENT COMPANY, LLC
Street 11800 62ND ST. NE
City ALBERTVILLE
State MN Zip Code 55301
4. Secured Party/Lienholder and address
Name CITY OF ALBERTVILLE
Street P.O. BOX 9
City ALBERTVILLE
State MN Zip Code 55301
(CHOOSE ONE)
_5. EFFECTIVE FINANCING STATEMENT CONTINUATION
The original effective financing statement bearing the file number shown in Area Number 1 is still effective and is continued for
an additional 5 years. The continuation statement must be signed by the debtor and the secured party or the box below must be
marked indicating that the secured party has the signature on file.
~6. EFFECTIVE FINANCING STATEMENT TERMINATION
The secured party no longer claims a security interest under the effective financing statement bearing the file number shown in
Area Number 1. The date on which the security interest was satisfied is 02/07/2006
_7. STATUTORY LIEN TERMINATION
The lien holder no longer claims a lien under the lien notice bearing the file number shown in Area Number 2. The date on which
the statutory lien was satisfied is
RETURN ACKNOWLEDGMENT COPY TO: (name and address)
D Signatures are on file with the secured party.
Name
Street
City
State
caURI, MACARTHUR & RUPPE, P.L.L.P.
705 CENTRAL AVENUE EAST, P.O. BOX 369
ST. MICHAEL
MN Zip Code 55376-0369
~ ~c:n~ure .
(,1 A/ r4~
Lienholder/Secured Party Signature
Standard Form Approved by Secretary of State
Please do not type outside the bracketed area
(1) Filing Officer Copy 12922052 Rev4/93
STANDARD FORM
STATE OF MINNESOTA
UCC-3 STATEMENT OF
CONTINUATION, ASSIGNMENT, RELEASE, ETC.
For
Filing
Officer
This statement is presented for filing pursuant to Minnesota Uniform Commercial
Code Minnesota Statutes Chapter 336.9-402 (Type in Black Ink)
1. Original Financing Statement No.
2205 90
2.
DEBTOR
(Name and Address)
3.
Gem Development Company, u.c
(ID# 41-1926070)
5215 W. Broadway
Minneapolis, MN 55429
Original File Date
Febru 28 2000
SECURED PARTY
(Name and Address)
City of Albertville
P.O. Box 9
Albertville, MN 55301
The financing statement described above is changed to show a(n): (Please one function per form with the exception of amendment)
D 4. CONTINUATION the original financing statement
bearing the file number shown above is continued for an
additional 5 years. The original statement is still effective.
jQl 5. AMENDMENT the original financing statement bearing
the file number shown above is amended as described in
BOX 10. See instruction 5 on the reverse side for
additional information.
D 6. TOTAL ASSIGNMENT all of the secured party's rights
under the original financing statement have been
assigned to the assignee whose name and address
appear in BOX 10.
D 7. PARTIAL ASSIGNMENT some of the secured party's
rights have been assigned to the Assignee whose name
and address appear in BOX 10. A description of the
collateral subject to the assignment must also be given.
D 8. PARTIAL RELEASE the secured party releases the
collateral described in BOX 10 but retains a security
interest in the original financing statement bearing the file
number shown above.
D 9. TERMINATION the secured party of record no longer
claims a security interest under the financing statement
bearing the file number shown above.
10.
The Original Financing statement is hereby subordinated to the following Financing
Statement of:
Stearns Bank, N.A., File #2136885, filed June 4, 1999
Stearns Bank, N.A., File #2240878, filed July 3, 2000
U.S. Small Business Administration, File # , filed
, 2000
according to the tenus and conditions on the attached Financing Statement Subordination
Agreement.
RETURN ACKNOWLEDGEMENT COPY TO: (name and address)
Shay Law Office, Ltd.
P.O. Box 9
st. Cloud, MN 56302-0009
Please do not type outside the bracketed area.
(1) Filing Officer Copy. Alphabetical amend819 Rev. 5/93
~
Bankers Systems, Inc., SI. Cloud, MN Form UCC-3-MN 12/16/93 ,,~
~EVELOPMENT a:MPANY, u.c
,f" CfrIt
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Se' red ~arty Its
Approved by Secretary of State of Minnesota
FINANCING STATEMENT SUBORDINATION AGREEMENT
TillS FINANCING STATEMENT SUBORDINATION AGREEMENT is made as of the
_ day of ,2000, between MINNESOTA BUSINESS FINANCE CORPORATION,
4140 Thielman Lane, Suite 304, S1. Cloud, Minnesota and the U.S. SMALL BUSINESS
ADMINISTRATION, 61O-C Butler Square, 100 North Sixth Street, Minneapolis, Minnesota 55403
(collectively the "SBA") and the CITY OF ALBERTVILLE, P.O. Box 9, Albertville, MN 55301
(the "City") and STEARNS BANK, N.A., 4191 Second Street South, P.O. Box 7338, St. Cloud, MN
56302 ("Third Party Lender"), for the purpose of addressing the priority of the security interests
of the parties in certain property owned by GEM DEVELOPMENT COMPANY, LLC (Federal Tax
ID #41-1926070) 5215 W. Broadway, Minneapolis, MN (the "Debtor").
RECITALS
A. The City was granted and still maintains a security interest in all machinery,
equipment, furniture and fixtures of Debtor (collectively "City Collateral");
B. SBA was granted and still maintains a security interest in all machinery, equipment,
furniture and fixtures of Debtor( collectively "SBA Collateral");
C. Third Party Lender was granted and still maintains a security interest in all
machinery, equipment, furniture and fixtures of Debtor (collectively "Third Party Lender
Collateral");
D. The SBA has agreed to loan to Debtor up to the sum of Eight Hundred Eighty-Three
Thousand and 00/100 Dollars ($883,000.00) in the aggregate (the "SBA Loan");
E. The City Collateral, Third Party Lender Collateral and SBA Collateral may constitute
some of the same collateral described in the Financing Statements wherever filed; and
F. The SBA, the City and the Third Party Lender, as between themselves, desire to
alleviate confusion or controversy by setting the priorities of their respective security interests in
their respective collateral with the City subordinating its interest in the SBA Collateral and Third
Party Lender Collateral to the interest of the SBA and Third Party Lender.
NOW THEREFORE, in consideration of the sum of One and 00/100 Dollars ($1.00) and
other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the
parties agree in accordance with Minn. Stat. ~ 336.9-316 as follows:
1. The parties hereby covenant, consent and agree that the liens of their respective
filings affecting the collateral and any and all other documents demonstrating Debtor's obligations
shall have the following priority, despite the time or record order of the filings:
A.
B.
C.
First Priority:
Second Priority:
Third Priority:
Third Party Lender
SBA
City
The parties agree that all right, title, security interest or other interest of each shall be subordinate
in claim of lien to the interest of any higher priority. The priorities noted above shall control in any
action or proceeding for the enforcement of any right, title, security interest or other interest.
2. SBA may administer its loan to Debtor in any manner it chooses and may modify the
terms of its note or other documents relating to its loan without notice to or consent of the Third
Party Lender or the City and without affecting the terms of this Agreement.
3. This Agreement shall have no effect on the obligations or the rights of Debtor to pay
or the right of any of the parties to receive payments on any indebtedness evidenced or referenced
herein. This Agreement applies only to those documents and transactions enumerated herein,
including any extensions or renewals thereof.
4. This Agreement may be changed only by an instrument in writing executed by the
parties hereto. No waiver, amendment or modification by custom, usage or by implication shall be
effective unless in writing signed by the parties. Moreover, this Agreement shall not be construed
as altering, amending or modifying any of the terms and conditions of the documents or transactions
enumerated herein.
5. No waiver by any part to this Agreement of any rights of such party with respect to
the indebtedness of Debtor to such party, shall affect this Agreement or the respective rights of any
other party hereunder.
6. This Agreement shall be binding upon and inure to the benefit of the respective heirs,
legal representatives, successors and assigns of the parties hereto.
7. This Agreement shall be construed and governed by federal law or when appropriate,
by the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
CITY
SBA
CITY OF ALBERTVILLE
U.S. SMALL BUSINESS
ADMINISTRATION
't.'
By
Its
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THIRD PARTY LENDER
STEARNS BANK, N.A.
By
Its
STATE OF MINNESOTA )
) ss.
COUNTY OF [jJ1'1:; it T )
The foregoin~ was aC,knowledged before me this;) I day of ;V0v~t <r- . '
2000, by L (~ 4 G<-<> .'-h , the ,4d-^,.'V1 y-" 4-/l:-- , of the CIty of
Albertville, a /VIJ.....' '-',I) 0- / C/O - organized under the laws of the State of Minnesota, on
behalf of the City. I
e- - v; THOMAS D. SAEHR
lJ"~J NOTARY PUBLIC -MINNESOTA
f!c'_'~ My Comm. Exp. Jan. 31, 2005
03 (2~-
/ Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF )
. . . . . . . . . .
. . . . . . . . . .
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On the day of , 2000, before me, a Notary Public within and for said
County and State, personally appeared , to me known
to be the person who executed the foregoing instrument on behalf of the Small Business
Administration, who, being by me duly sworn, did say that he is
of the Minneapolis District Office of the Small Business Administration, that said instrument was
executed on behalf of the Small Business Administration pursuant to the authority contained in 13
C.F.R. and said acknowledged said instrument to be his free
and voluntary act and deed.
Notary Public
3
STATE OF MINNESOTA )
. ,) ss.
COUNTY OF {)J ,/'--( j in- )
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The foregoing was acknowledged before me this 2.1 day of IV c.)UC"'t ~ J'-- ,2000,
by -:y0-v H~e~> ,the lIe-x c:iL-vt- ,of Stearns Bank,N.A., a national
banking association un er the laws of the United States of America, on behalf of the Bank.
_k?3'8--
Notary Public
CONSENT OF DEBTOR
Gem Development Company, LLC consents to the foregoing Financing Statement
Subordination Agreement and further agrees that the parties thereto may disclose to each other
information regarding the indebtedness described in said Agreement as may be necessary to
determine the priority and status of the parties' respective security interest. This shall not authorize
the disclosure of financial statements.
GEM DEVELOPMENT COMPANY, LLC
By ~; 77 ~-c/~
Its /l.pfitd~V'lr
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STATE OF MINNESOTA )
f j ,,) ss.
COUNTY OF Vvn) tr )
7
The foregoing instrument}Vas acknowledged before me this d 7 day of ;1J 0u~ l..r-. ,
2000, by (;/'~ fVJ-...J1V 4~ I , the(0-E ,)( ~r , of Gem Development
Company, LLC, on behalf of the limited liability company.
~~,
r Notary Public
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'~ill: THOMAS D. SAEHR
1 . ~~ NOTARY PUBLIC -MINNESOTA
tc'_'~ My Comm. Exp. Jan. 31, 2005
f:\fiIes\1 000-1099\11001 \FinSubAgmtCity
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