EDA Resolution #2022-29 Master Amd. Agreement with Due NorthEDA RESOLUTION NO.2022-29
RESOLUTION APPROVING A MASTER AMENDMENT
AGREEMENT AND A GUARANTY AGREEMENT
RELATED TO A GMEF LOAN TO RRG HOLDINGS LLC
AND SOTA CAR WASH LLC
BE IT RESOLVED BY the Board of Commissioners ("Board") of the City of Monticello
Economic Development Authority (the "Authority") as follows:
Section 1. Recitals.
1.01. The Authority administers its Greater Monticello Enterprise Fund ("GMEF")
revolving loan program pursuant to its authority under Minnesota Statutes, Sections 469.090 to
469.1081, as amended (the "EDA Act"), in order to assist businesses in the City of Monticello,
Minnesota (the "City"), in financing certain economic development activities that result in the
creation of jobs.
1.02. On September 23, 2021, the Authority provided a GMEF loan to RRG Holdings
LLC and Sota Car Wash LLC (together, the "Borrower") in the amount of $140,000 (the "Loan"),
pursuant to a Loan Agreement, dated September 23, 2021 (the "Loan Agreement").
1.03. The Borrower applied the proceeds of the Loan to pay a portion of the costs of
acquisition of certain property in the City, demolition of an existing structure thereon, and
construction of a new car wash facility thereon.
1.04. To secure the Loan, the Borrower executed and delivered to the Authority a
Promissory Note, dated September 23, 2021 (the "Promissory Note"), and a Mortgage, dated
September 23, 2021, in favor of the Authority (the "Mortgage"). In addition, to secure
repayment of the Promissory Note, Cory Kampschroer, Jessica Kampschroer, Ellen Halvorson,
and Jason Halvorson, natural persons, made and entered into a Guaranty Agreement, dated
September 23, 2021, for the benefit of the Authority (the "Original Guaranty Agreement").
1.05. The Borrower has requested that the Authority subordinate the Loan to Cortrust
Bank NA (the `Lender"). The Board approved the subordination of the Loan and authorized the
delivery of a subordination agreement at its meeting on September 13t". The Lender prepared a
subordination agreement (the "Subordination Agreement") which was executed and delivered by
the Authority. As a condition of delivering the Subordination Agreement, the Authority required
that Nate Pierson, a natural person (the "Additional Guarantor"), be added as a guarantor on the
Loan and that the Borrower set up automatic payments for the Loan.
1.06. The Borrower and the Authority desire to enter into a Master Amendment
Agreement (the "Master Amendment Agreement"), which amends and supplements the terms of the
Loan Agreement, the Promissory Note, and the Original Guaranty Agreement and requires the
delivery of the Guaranty Agreement of the Additional Guarantor (the "Additional Guaranty
Agreement").
A-1
MN325\46\824928.v1
Section 2. Amendment Documents Authorized.
2.01. The Authority hereby approves the Master Amendment Agreement and the
Additional Guaranty Agreement in substantially the forms submitted, together with any related
documents necessary in connection therewith (collectively, the "Amendment Documents'), and the
President and Executive Director are hereby authorized and directed to execute the Amendment
Documents on behalf of the Authority and to carry out, on behalf of the Authority, the Authority's
obligations thereunder. The Authority hereby ratifies the execution and delivery of the
Subordination Agreement by the Executive Director and the President.
2.02. The approval hereby given to the Amendment Documents includes approval of such
additional details therein as may be necessary and appropriate and such modifications thereof,
deletions therefrom and additions thereto as may be necessary and appropriate and approved by
legal counsel to the Authority and by the President and Executive Director prior to executing said
documents; and said officers are hereby authorized to approve said changes on behalf of the
Authority. The execution of any instrument by the President and Executive Director 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 documents authorized by this resolution to
be executed may be executed without further act or authorization of the Board by any duly
designated acting official, or by such other officer or officers of the Board as, in the opinion of the
Authority's legal counsel, may act in their behalf.
Approved this 12th day of October 2022, by the Board of Commissioners of the City of
Monticello Economic Development Authority. "4; ",
President
ATTEST:
E ecutiv Director
MN325\46\824928.v 1 2