|
2
<br />supplemented, “FBER Mortgage No. 2” and together with FBER Mortgage No. 1, collectively,
<br />the “FBER Mortgages”).
<br />D. The FBER Notes are further secured, by among other things, that certain Security
<br />Agreement dated of even date herewith, executed by OpCo in favor of FBER (the “FBER Security
<br />Agreement”).
<br />E. The Borrowers’ obligations under the FBER Notes are guaranteed by PLM
<br />Properties, LLC, a Minnesota limited liability company (“PLM”) pursuant to that certain Company
<br />Guaranty of even date herewith, executed by PLM in favor of FBER, and by Patrick Menth, an
<br />individual (“Patrick”), Linda Menth, an individual (“Linda”), David Menth, an individual
<br />(“David”), Joseph Menth (“Joseph”), and Anna Plude, an individual (“Anna”) pursuant to those
<br />certain Personal Guaranties of even date herewith executed by Patrick, Linda, David, Joseph, and
<br />Anna in favor of FBER (the “FBER Personal Guaranties” and together with the FBER Company
<br />Guaranty, collectively, the “FBER Guaranties”) (the FBER Loan Agreement, the FBER Notes, the
<br />FBER Mortgages, the FBER Guaranties, and any other document evidencing and/or securing the
<br />FBER Loans are hereafter the “FBER Loan Documents”).
<br />F. The City and PLM are parties to that certain Development Assistance Agreement
<br />dated as of June 25, 2024 (the “Original Development Assistance Agreement”), with respect to the
<br />purchase and development of the Property, which Original Development Assistance Agreement
<br />has been amended and restated in its entirety by that certain Amended and Restated Development
<br />Assistance Agreement dated August __, 2024 by and between HoldCo, OpCo and the City (the
<br />“Development Assistance Agreement”).
<br />G. To evidence HoldCo’s obligations under the Development Assistance Agreement,
<br />HoldCo executed that certain Purchase Price Note dated of even date herewith, payable to the order
<br />of the City in the original principal amount of $1,378,019.60 (the “DAA Note”).
<br />H. The DAA Note is secured by a certain Mortgage dated of even date herewith,
<br />executed by HoldCo in favor of the City, encumbering the Property (as such mortgage may be
<br />amended, modified or supplemented, the “DAA Mortgage”).
<br />I. The DAA Note is guaranteed by OpCo pursuant to that certain Corporate Guaranty
<br />dated as of even date herewith, executed by OpCo in favor of the City (the “DAA Company
<br />Guaranty”) and by Patrick, David, Joseph and Anna pursuant to those certain Personal Guaranties
<br />dated as of even date herewith, executed by Patrick, David, Joseph and Anna in favor of the City
<br />(the “DAA Personal Guarantees,” and together with the DAA Company Guaranty, collectively,
<br />the “DAA Guaranties”) (the Development Assistance Agreement, the DAA Note, the DAA
<br />Mortgage and the DAA Guaranties, and any other document evidencing or securing the DAA Note
<br />are hereafter the “DAA Documents”).
<br />J. Pursuant to that certain Quit Claim Deed dated as of August _____, 2024 (the
<br />“Deed”), (i) the City has conveyed to HoldCo the Property and (ii) the City has reserved a Right
<br />of Re-Entry For Breach of Condition Subsequent as set forth on Exhibit A attached to the Deed
<br />(the “Re-Entry Right”).
<br />Page 220 of 327
|