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<br />DOCSOPEN\EL185\30\976961.v1-9/24/24
<br />MASTER AMENDMENT AGREEMENT
<br />This Master Amendment Agreement (the “Master Amendment Agreement”) is
<br />made this ____ day of October, 2024, with an effective date of October 1, 2024 (the “Effective
<br />Date”), between the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK
<br />RIVER, a public body corporate and politic under the laws of the State of Minnesota (the
<br />“Lender”), and HEMMER COMPANIES L.L.C., a Minnesota limited liability (the “Borrower”).
<br />RECITALS
<br />WHEREAS, on February 17, 2015, the Lender provided a loan to the Borrower in the
<br />principal amount of $126,000.00 (the “First Loan”).
<br />WHEREAS, the First Loan was secured by (i) a Promissory Note, dated February 17,
<br />2015 (the “Original Promissory Note”), from Borrower to the Lender; (ii) a Security Agreement,
<br />dated February 17, 2015 (the “Original Security Agreement”), from Distinctive Iron, LLC (the
<br />“Entity Guarantor”), in favor of Lender, as secured party, providing a security interest in certain
<br />equipment; (iii) a Mortgage and Assignment of Rents and Security Agreement and Fixture
<br />Financing Statement (the “Original Mortgage”), executed by Borrower, as mortgagor, in favor of
<br />Lender, as mortgagee; and (iv) Guaranty Agreements, each dated February 17, 2015, from
<br />Cynthia Mae Hemmer & Steven Michael Hemmer (the “Personal Guaranties) and the Entity
<br />Guarantor (the “Entity Guarantor” and together with the Personal Guaranties, the “Guaranties”).
<br />WHEREAS, on September 25, 2019, the Lender made an additional loan to the Borrower
<br />in the amount of $100,000 (the “Second Loan” and together with the First Loan, the “Loan”).
<br />WHEREAS, in connection with the Second Loan, the Lender and the Borrower amended
<br />and restated certain documents related to the First Loan and executed and delivered the following
<br />documents including: (i) an Amended and Restated Promissory Note, dated September 25, 2019
<br />(the “Note”), from Borrower to the Lender; (ii) an Amended and Restated Security Agreement,
<br />dated September 25, 2019 (the “Security Agreement”), from the Entity Guarantor in favor of the
<br />Lender; (iii) an Amended and Restated Mortgage and Assignment of Rents and Security
<br />Agreement and Fixture Financing Statement (the “Mortgage”), executed by Borrower, in favor
<br />of Lender and covering property legally described in Exhibit A attached hereto; (iv) a Personal
<br />Guaranty, dated September 25, 2019, from the Personal Guarantors (the “Personal Guaranties”);
<br />and (v) an Entity Guaranty, dated September 25, 2019 (the “Entity Guaranty” and together with
<br />the Personal Guaranties, the “Guaranties”), from the Entity Guarantor (collectively, the “Loan
<br />Documents”).
<br />WHEREAS, to secure the Loan, the Borrower executed and delivered the Mortgage,
<br />recorded in the Office of County Recorder, Sherburne County, Minnesota on September
<br />26, 2019, as Document No. 879287; and
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