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HomeMy WebLinkAbout2008-002 Subordination Agreement UMB Bank RESOLUTION 2008-002 A RESOLUTION AUTHORIZING THE EXECUTION OF A SUBORDINATION AGREEMENT WITH UMB BANK, N.A.,TRUSTEE, AND AUTHORIZING DOCUMENTS AND ACTIONS RELATED THERETO. WHEREAS, The Industrial Development Authority of the City of Riverside, Missouri (the "IDA") issued its Industrial Development Revenue Bonds (Riverside Horizons Infrastructure Project—City of Riverside, Missouri), Series 2007 in the principal amount of$40,265,000 (the "Bonds"). WHEREAS, the City, the IDA, and UMB Bank, N.A., as Trustee (the "Trustee") entered into that certain Financing and Cooperation Agreement dated as of May 1, 2007 relating to the Bonds (the "Financing Agreement"). WHEREAS, to secure the Bonds, The Industrial Development Authority of the City, Norman E. Fretwell, as Mortgage Trustee, and UMB Bank, NA, entered into that certain Deed of Trust And Security Agreement dated as of May 1, 2007 (the "Deed of Trust'). WHEREAS,the IDA,pursuant to the Financing Agreement, is transferring, without charge or cost, such easements as are necessary or desirable for utility improvements ("Infrastructure Easements"); WHEREAS, the Financing Agreement requires that the lien of the Deed of Trust be subordinated to such Infrastructure Easements. NOW,THEREFORE,be it resolved by the Board of Directors of The Industrial Development Authority of the City of Riverside, Missouri, as follows: Section 1. The Subordination Agreement (the "Agreement") attached hereto as Exhibit A is hereby approved. Section 2. The President and the Vice-President of the Authority are hereby authorized and directed to execute the Agreement,in substantially the form attached hereto,with such changes as are approved by the officer executing such document, such execution being conclusive proof of such approval, for and on behalf of and as the act and deed of the Authority. The Secretary or the Assistant Secretary of the Authority are hereby authorized and directed to attest to the Agreement. Section 3. The Authority shall,and the officers, agents, and employees of the Authority are hereby authorized and directed to, take such further action and execute and deliver such documents and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution. Section 4. The Resolution shall be in full force and effect from and after its passage and approval. Passed this 23rd day of January, 2008. Wayne der, Presiden ATTEST: r4leffg= .1 Jahe He ecr 2 EXHIBIT A SUBORDINATION AGREEMENT (attached hereto) Title of Document: SUBORDINATION AGREEMENT Date of Document: February_, 2008 Grantor: UMB BANK,N.A., 1010 Grand Blvd.,4th Floor Kansas City, Missouri, 64106 Grantee: THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE,MISSOURI 2950 NW Vivion Riverside, Missouri 64150 and THE CITY OF RIVERSIDE,MISSOURI 2950 NW Vivion Road Riverside, Missouri 64150 Legal: See Exhibit A, including Exhibits A-1 through A-4 Reference: Return Recorded Document to Deborah A.Polk 2345 Grand, Suite 2000 Kansas City,MO 64108 SUBORDINATION AGREEMENT THIS AGREEMENT is made as of this _ day of February, 2008, between UMB BANK, N.A., a national association duly organized and existing under the laws of the United States of America having a corporate trust office located at UMB Bank, N.A., 1010 Grand Blvd., 4th Floor, Kansas City, Missouri 64106, Attention: Corporate Trust Department, and its successors and assigns, ("Mortgagee"), and THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI, a public corporation organized and existing under the laws of the State of Missouri, having its principal office located at 2950 NW Vivion, Riverside, Missouri 64150, ("Mortgagor") for the benefit of the CITY OF RIVERSIDE, MISSOURI, a fourth class municipality of the State of Missouri, having an address of 2950 NW Vivion Road,Riverside, Missouri 64150, ("City"). RECITALS: A. Mortgagee and Mortgagor previously entered into a series of loan and security documents,including (but without limitation): (i) A Financing and Cooperation Agreement dated May 1, 2007 between The Industrial Development Authority of the City of Riverside,Missouri and UMB, N.A.,recorded May 9, 2007 in Book 1103 at Page 315 in the office of the Recorder of Deeds, Platte County, Missouri ("Financing Agreement"). (ii) A Deed of Trust and Security Agreement, granting a deed of trust lien on the property described therein, ("Mortgaged Property") to secure the payment of the Series 2007 Bonds, and any other amounts or obligations secured thereby, dated May 1, 2007, and recorded May 9, 2007 in Book 1103 at Page 316 in the office of the Recorder of Deeds, Platte County,Missouri("Mortgage"). B. The City of Riverside, Missouri ("City") is in the process of building public infrastructure which benefits the Mortgaged Property. C. In connection with such public infrastructure, it is necessary that various easements be granted on the Mortgaged Property, all of which are listed and described on Exhibit A attached hereto ("Easements"), in favor of the City. D. Pursuant to the Financing Agreement,the City has directed the Mortgagor to grant such Easements to the City. E. Pursuant to the Financing Agreement,it is also necessary that the Mortgagee subordinate its lien to such Easements. AGREEMENT: NOW, THEREFORE, in consideration of these Recitals, the mutual benefits and obligations accruing under this and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties agree as follows: The Mortgagee, as the holder of the Mortgage, in the principal amount of$30,265,000.00 for the Series 2007A bonds and $10,000,000.00 for the Series 2007B bonds, does hereby grant its consent to all of the Easements as described on Exhibit A and does hereby subordinate the priority and superiority of the Mortgage and any Assignment of Mortgagee's interest in Leases or UCC-1 Financing Statements and similar documents given in connection therewith and all amendments to such documents,to the priority of the Easements. Notwithstanding the foregoing, this subordination of Mortgagee's lien on the Easements shall not affect the remaining Mortgaged Property or the indebtedness thereof on the Mortgage or Financing Agreement. Mortgagee does not intend to subordinate its Mortgage or any other document evidencing, concerning or securing an indebtedness to Mortgagee to any other lien or encumbrance other than the aforementioned Easements as described on Exhibit A. Furthermore, Mortgagee agrees that no foreclosure of the Mortgage or deed or conveyance in lieu thereof shall extinguish the Easements granted herein. This Subordination Agreement shall be binding upon Mortgagor and Mortgagee and their respective successors and assigns. Mortgagor and Mortgagee hereby agree to execute, acknowledge and deliver such further instruments as may be necessary or appropriate to effectuate the purpose of this subordination. Except as specifically referenced herein, this Subordination Agreement shall not modify said Deed of Trust or any of the documents given by Mortgagees in connection therewith. Each of the parties hereby represents that it has the capacity and authority to execute and deliver this Subordination Agreement. 2 IN WITNESS WHEREOF, the parties hereto have caused this Subordination Agreement to be executed as of the day and year first above written. UMB BANK, N.A. By: Name: Brent W. Keep Title: Vice President MORTGAGEE ACKNOWLEDGEMENT STATE OF MISSOURI } } SS: COUNTY OF JACKSON } On this,the_day of 2008, before me,the undersigned, a Notary Public, appeared Brent W. Keep, who being before me duly sworn did say that he is a Vice President of UMB Bank, N.A., a national banking association organized under the laws of the United States of America and that the seal affixed to the foregoing instrument is the seal of said association, and that said instrument was signed and sealed on behalf of said association by authority of its board of directors,and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said association. IN WITNESS WHEREOF, I hereunder set my hand and affixed my notary seal,the day and year last above written. Notary Public My commission expires: 3 The undersigned Mortgagor does hereby consent and agree to the terms of this Subordination Agreement. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI Name: Wayne Snyder Title: President MORTGAGOR ATTEST: [seal] Jane Henry, Secretary ACKNOWLEDGEMENT STATE OF MISSOURI } } SS: COUNTY OF PLATTE } On this,the 23rd day of January, 2008,before me, the undersigned, a Notary Public, appeared Wayne Snyder, who being before me duly sworn did say that he is the President of THE INDUSTRIAL DEVELOPMENT AUTHORITY FO THE CITY OF RIVERSIDE,MISSOURI., a public corporation organized and existing under the laws of the State of Missouri and that the seal affixed to the foregoing instrument is the seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said official acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said corporation. IN WITNESS WHEREOF, I hereunder set my hand and affixed my notary seal,the day and year last above written. Notary Public My commission expires: 4 Exhibit A Utility Easement for Permanent Sanitary Sewer Easement dated January 23, 2008, recorded at BK PG and attached as Exhibit A-1. Utility Easement for Permanent Utility Easement dated January 23, 2008, recorded at BK PG and attached as Exhibit A-2. Utility Easement for Permanent Sanitary Sewer Easement dated January 23, 2008, recorded at BK PG and attached as Exhibit A-3. Utility Easement for Permanent Sanitary Sewer Easement dated January 23, 2008, recorded at BK PG and attached as Exhibit A-4.