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Oty*of , El amk�-, River" Resolution No. 14- 19 A Resolution of the City of Elk River Approving Intercreditor Agreement Section 1. Recitals. 1.C11 The City Council (the "Council") of the City of Elk River (the "City") has heretofore established Tax Increment Financine District No. 23 in connection with pt-ovidingassistfnnce to Preferred Powder Coating, l.,LC, a Minnesota lin-uted liability company, and Preferred Real Estate 1Jolding, 1JJ1', a Minnesota lin-- ted ltiabihtI7 companN� (both collectivelY and individually referred to as "Debtor"), 1.02 The Debtor has previously obtained a 1(.-)ali from l"Irst National Bank of Elk River (the "Bank") in the original principal am(,-)unt of$5,093,000. 1.03 The Debtor has requested an addirtiollal loan from the Bank in the atnount of $386,000 and the Bank has required, as a condition to making such additional loan, that the Debtor obtain from the City an Intercreditor Agreement {the "Intercreditor Agreement") with the Debtor and Lloyd Peterson and Dan B()SShartr (collectively, the "Guarantors") for the benefit of the Bank p i-( iding liar the subordination of the City's rights to collect certain payments; from the Guarantors to the Bank's rights with respect to the additional financing, a cop), of which is on file with the City Clerk. NOW THEREFORE, BE IT RESOLVED by the City Council ('C'ouncil") of the City of FU River ("City") as follows: Section 2. Approval of Intercreditor Agreemen 2.01. The Intercreditot Agreement as presented to the City is hereby in all respects approved, in substantially the fonn submitted, togetherwitl) any related documents necessary in connection therewith,and the Mayor and City Clerk are hereby authorl7ed and directed to execute tlic Intercreditor Agreement on behalf of the City, and to carry out, on behalf of the City, the City obligations thereunder. 2.02. The approval hereby i en to the Intercreditor Agreement includes approval of such . 91N, additional details therein as may be necessary and appropriate and such inodifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the Crrv :and by the Mayor and City,Clerk prior to executing said documents;and said officers are hereby authorized to approve said changes on behalf of the City. The execution of any instrument 1)), fl-ic Mayor and City Clerk shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of said officers, any of the docurn.ents authorized by this Resolution to be executed mav be executed,,without further actr or authorization of the Council by any duly designated acting official, or by such other officer or officers of the("ouncil as, in the opinion of the it\,, Attorney, may act in their behalf. 4436850 JSB EL185-22