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CITY OF ELK RIVER <br />ECONOMIC DEVELOPMENT AUTHORITY <br />RESOLUTION NO. 17 -04 <br />RESOLUTION CONSENTING TO THE SALE OF BUSINESS <br />RELATING TO THE LOAN TO 19228 LLC <br />(PROMO PRODUCTS PROJECT) <br />WHEREAS, the Board of Commissioners (the "Board ") of the Economic Development Authority <br />of the City of Elk River (the "EDA ") has received a request from 19228 LLC (the `Borrower ") with <br />a recommendation from First National Bank of Elk River (the "Lender ") that the EDA consent to a <br />new operator relating to loan (the "Loan ") provided to the Borrower pursuant to the provisions of <br />the EDA's Microloan Program (the "Program "); <br />WHEREAS, on the date of issuance of the Loan, the Borrower leased the loan property to Promo <br />Products, LLC (the "Original Operator ") and the Original Operator agreed to provide a guarantee <br />of loan repayments and to operate its business on the loan property; <br />WHEREAS, the Original Operator has sold its business to Liberty Clark, LLC (the "New <br />Operator "); <br />WHEREAS, the Borrower is currently leasing the loan property to the New Operator and <br />anticipates selling the loan property to the New Operator upon completion of environmental testing <br />required on the loan property; <br />WHEREAS, the Lender has proposed to prepare necessary amendments to the Promissory Note, <br />Participation Certificate and Agreement and Loan Agreement (collectively, together with all related <br />documents necessary in connection therewith, the "Loan Documents ") with the Borrower reflecting <br />that notwithstanding that the Original Operator is no longer operating its business on the loan <br />property, the Loan will not be accelerated and the Borrower will continue making loan payments on <br />the Loan in accordance with the existing payment schedule until the earlier of (i) the date the loan <br />property is sold; or (ii) the maturity date of the Loan on January 13, 2018; and <br />WHEREAS, the EDA has determined that consenting to the operation of the loan property by the <br />New Operator and permitting the Loan to remain outstanding until maturity or sale of the loan <br />property will assist the Borrower and the New Operator in continuing the operation of the business <br />in the City of Elk River; <br />NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic <br />Development Authority of the City of Elk River (the "Board ") as follows: <br />1. Notwithstanding that the Original Operator is no longer operating its business on the loan <br />property, the Board hereby consents to the Loan remaining outstanding and will permit the <br />Borrower to continue making loan payments on the Loan in accordance with the existing <br />payment schedule until the earlier of (i) the date the loan property is sold; or (ii) the maturity <br />499539v2 JSB ELI 85-34 <br />