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87-233 WHITE - CITV CLERK PINK - FINANCE COVnCII ry /J— /� CANAjV - QE7�iARTMENT GITY OF SAINT PAUL File NO. ��� A`�'3 BL�'E — nAAVOR Co,uncil Resolution Presented By � Referred To Committee: Date Out of Committee By Date RESOLUTION RE ITING A PROPOSAL FOR REFUNDING REVENUE BONDS PREVIO SLY ISSUED TO FINANCE A PROGRAM FOR A MULTI—FAMILY RENTAL HOUSING DEVELOPMENT, GIVING APPROVAL TO THE R FUNDING PURSUANT TO MINNESOTA STATUTES, CHAPT 462C AND 458 AND SECTION 471 .59 AND AUTHORIZI THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA AND THE PORT AUT RITY OF THE CITY OF SAINT PAUL TO ENTER INTO JOINT POWERS AGREEMENT AND TO ISSUE HOUSING REFUNDING REVENUE BONDS (JAC SON/SIBLEY RENTAL HOUSING PROJECTS) WHEREAS, (a) Minneso a Statutes, Chapter 462C (the "Act" ) confers upon cities, or h using and redevelopment authorities or port authorities autho ized by ordinance to exercise on behalf of a city the powers conferred by the Act, the power to issue revenue bonds to finance program for the purposes of planning, administering, making or purchas ng loans with respect to one or more multi-family housing developme ts within the boundaries of the city; (b) The Hou ing and Redevelopment Authority of the City of Saint Paul, Mi nesota (the "HRA" ) and the Port Authority of the City of Sa'nt Paul (the "Port Authority" ) (collectively, the "Authorities" ) have been designated, by ordinance, to exercise, on behalf of the ity of Saint Paul, Minnesota (the "City" ) the powers confer ed by Minnesota Statutes, Section 462C. 01 to 462C. 08 ; COUNC[LMEN Requested b,�Department of: Yeas p�eW Nays ���� Nicosia [R F8v0[ Rettman Scheibel Sonnen _ Age![1St BY Tedesco Wilson - Form Approved by City Att ney Adopted by Council: Date Certified Passed by Council Secretary BY ' BS� Approved by Mavor: Date _ Approved b Mayor r bm sion to Council Bv - — -� �-�Jd�-- . �-�� ��� (c) The Ci y has received from Sibley Apartments Development Company Limited artnership and Jackson Apartments Development Company Limited artnership (collectively the "Developer" ) a proposal that th Port Authority, jointly with and on behalf of the HRA, issu two series of revenue bonds (the "Bonds" ) to refund respec ively the HRA' s $16,500, 000 Rental Housing Development Reve ue Bonds, Series 1984-A (Sibley Tower Project) and $17, 000, 000 ental Housing Development Revenue Bonds, Series 1984-B (Jackson ower Project) (collectively the "Prior Bonds" ) pursuant to the ct; (d) The Ci y desires to: facilitate the development of rental housing w' thin the community; encourage the develoment of affordable ho sing opportunities for residents of the City; encourage the de lopment of housing facilities, a portion of which is designed for occupancy by persons of low or moderate income; and encou age the development of blighted or underutilized land and structur s within the boundaries of the City; and the refunding will as ist the City in achieving these objectives; (e) The Cit has previously approved the housing programs financed by the P ior Bonds; (f ) A publi hearing on the refunding was held by the --- HRA on February 2 , 1987 , after notice was published, at which public hearing al those appearing at said hearing who desired to speak were hea d and written comments were accepted; (g) No publ c official of the City has either a direct or indirect finan ial interest in the refunding, nor will any public official e ther directly or indirectly benefit financially from the refundin ; NOW THEREFOR , BE IT RESOLVED by the City Council of the City of Saint Pau , Minnesota, as follows : 1. Pursuant to Chapter 72, Saint Paul, Minnesota, Administrative Code and Law of M' nnesota 1976 , Chapter 234, the City hereby authorizes and di ects The Housing and Redevelopment Authority of the City of Sai t Paul, Minnesota and the Port Authority of the City of Sai t Paul, acting pursuant to this Resolution, to jointly issue t e housing revenue bonds in an aggregate principal amount not to exce d $33,500, 000 to refund the Prior Bonds and to take all action necessary or desirable in connection therewith, and no further app oval or authorization of the City shall be required for purpo es of issuing the Bonds or any revenue bonds subsequently issue to refund the same; and the Authorities are further hereby authorized to enter into a joint powers agreement for the purposes o the Bonds ; WHITE - CITV CLERK . PINK - FINANCE G I TY O F SA I NT PA U L Council �g ��� CANq,RV -.DE+ARTMENT � BLIjE - IGAVOR File NO. Council Resolution Presented By Referred To Committee: Date Out of Committee By Date 2 . The Devel per has agreed and it is hereby determined that any and all c sts incurred by the City or the Authorities in connection with refunding the Prior Bonds, whether or not the refunding is c rried to completion, will be paid by the Developer; 3. Nothing i this Resolution or the documents prepared pursuant hereto sh 11 authorize the expenditure of any municipal funds on the refun ing other than the revenues pledged to the payment thereof . he Bonds shall not constitute a charge, lien or encumbrance, le al or equitable, upon any property or funds of the City or the Authorities except the revenue and proceeds pledged to the pa ent thereof, nor shall the City or the Authorities be subject to any iability thereon. The holder of the Bonds shall never have t e right to compel any exercise of the taxing power of the City r the Authorities to pay the outstanding principal on the B nds or the interest thereon, or to enforce payment thereon ag inst any property of the City or the Authorities (other than the re enues pleclged to the payment thereof ) . The Bond shall recite 'n substance that the Bonds, including the interest thereon, re payable solely from the revenue and proceeds pledged to the pay ent thereof. The Bonds shall not constitute a debt of the City or the Authorities within the meaning of any constitutional or statutory limitation. COUNCILMEN Requested by Department of: Yeas Nays Drew Nicosia � Rettman In Favo[ Scheibel Sonnen __ Ag81(lSt BY Tedesco Wilson _ Adopted by Council: Date EB 1987 Form Approved by City ttor ey 1 Certified Vas• unc.'1 Se e ry BY B}, Approved by Mav : Dat a' �� 2 7 �9 Approve by M r or bmission to Council _ % '`l�--- � " By - — _ � Puet' ��o .;:�=;;; 7 �98 _ . ������ AAIENDAt NT TO REDEVELOPTiENT COI�iPAN1' CONTRACT � (Jackson) This Agreement is en ered into this day of , 1987; among the City of Saint Paul, Minnesota, a Minnesota municipal corporation (the "City"), the Housing and Redevelopment Authority f the City of Saint Paul, a body corporate and politic ("HRA") and Jackson Apartments edevelopment Company Limited Partnership, a Minnesota limited partnership ("Owner" or "D vetoper"). BACKGROUND A. HRA, City an Owner have entered into a Redevelopment Company Contract dated March 22, 1984 (t e "RCC"), relating to certain property in St. Paul, Minnesota, defined in the RCC as the " roject." B. At the time t e RCC was entered into, it was contemplated that the Project would be financed primar ly by means of certain bonds issued by the HRA, secured by a mortgage on the Project and insured by the U.S. Department of Housing and Urban Development ("HUD"). S id bonds are referred to herein as the "Original Bonds" and said mortgage is referred to h rein as the "Original Mortgage." The loan of the bond proceeds by the HRA to Owner is re erred to herein as the "Original Loan" C. The RCC cont mplates that certain parking spaces could be made a part of the Project if used by the Partnership, but the parties have in practice not caused any - parking spaces to be part o the Project. D. The parties co temporaneously herewith are arranging for the refinancing of the Original Bonds and the riginal Loan by means of new bonds (the "New Bonds") under a Supplemental Bond Resol tion adopted by the Port Authority of the City of Saint Paul (the "Port") on February 24, 1987, and the loan of the proceeds thereof to Owner (the "New Loan"). The New Loan is evidenced by a Lease (the "Lease") dated as of February 1, 1987. In addition, the obligation to pay Contingent Interest as provided for and defined in that certain greement dated as of February 1, 1987 among C.R.I., Inc., the Port and the Owner (t e "Agreement") is secured by that certain Mortgage, Security Agreement, Assignment o Rents and Leases and Fixture Financing Statement dated as of February 1, 1987 (the "Mor gage"). E. Under the R C, the Owner has certain obligations to make payments of principal and interest, w ich obligations are intended to be secured by a mortgage junior to the Lease and senior to the Mortgage, pursuant to Section 1.06 of the RCC. Owner , has contemporaneously he ewith executed such a mortgage (the "PILOT Mortgage") on the , Project. The parties he eto desire to provide for the subordination called for in Section 1.06 in the RCC by the ex cution of this agreement. � NOW, THEREFORE for valuable consideration hereby acknowledged as having been received, and in fulfilim nt of the requirements of Section 1.06 of the RCC, the parties hereto hereby agree as foll ws, fully intending to be legally bound hereby. � , ��� � 3h AGREEAtENT � 1. The parties ack owledge that the term "Project" as defined in the RCC does not include any portion of he property of Owner used or designed primarily for parking, retail or office use, whic excluded property Owner has been and shall be free to dispose of in such manner as O ner deems appropriate, without restriction by the RCC, the Plan for Tax Exemption descri ed in the RCC or statutes relating thereto, and without causing any default or acceleration nder any of the same. 2. Section 4.01 of e RCC is hereby amended to read as follows: "Section 4.01. Rent Restrictions. Developer shall comply with such restrictions on rent as may be imposed under any Housing Assistance Payments contract relating to the HU "Section 8" program, and further shall take such action as may be necessary t cause rents to be low enough for a sufficient number of units in the Project in order to enable the Project to comply with the 15% low income occupancy equirements of the Declaration of Restrictive Covenants executed by Develope in favor of HRA" 3. Subsection 1.04 A)(i) of the RCC is amended by deleting the parenthetical clause contained therein. 4. Section 1.04(B) i) of the RCC is amended by deleting everything from and including "provided..° thr ugh the end of said Section 1.04(B)(i) and replacing said deleted language with the followin " r vid that for 987 and subsequent years, (i) Total Repiacement Cost shall be determined in the anner which would be used by HUD at Final Endorsement (if such Final Endorse ent were done upon completion of construction), and (ii) in lieu of the HUD-FHA L an, .there shall be used the original principal amount of the New Bonds, less all amo nts originally deposited in reserves in the Bond Fund under the documents relating to the New Bonds° 5. It is acknowle ged that the New Bonds are an obligation incurred to refinance the Original Bonds, with' the meaning of Section 1.04(A)(ii) of the RCC. Accordingly, the deduction for "inte est and principal amortization" provided for in said Section 1.04(A)(ii) shall include 11 payments of interest (including servicing fees and Contingent Interest, as defined in the documents evidencing the New Bonds) and principal amortization required und r the terms of the Lease; nrovided that no such deduction shall be allowed for Contingen Interest paid to any partner in the Partnership or to any entity which is held, directly or i directly, by any such partner or group of Partners. 6. It is acknowl ged that the New Bonds are an obligation to refinance the Original Bonds, within th meaning of Section 1.06 of the RCC. Accordingly, the interest of the HRA and City in the Project pursuant to the PILOT Mortgage shall be subordinate . and junior in all respe ts to the Lease, and HRA and City shall execute appropriate • documents from time to ime to evidence such subordination. However, the Mortgage shall be subordinate and junior i all respects to the Pilot Mortgage. 7. Except as expl citly amended above, the terms and conditions of the RCC shall remain in full force and ef ect. 058SVBCA.SEW 2 � C, � , , � � � C��7-� �� IN 1�'ITNESS OF T E ABOVE, the undersigned have executed this agreement below on the date first written ab ve. APPROVED AS TO FOR�i C]TY OF ST. PAUL By City Attorney Its By Its HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ST. PAUL By Its BY Its JACKSON APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP By Alpha Enterprises Its Partner By Patrick M. Ruhr, Partner 058SVBCA.SEW � 3 f , ; . C���y-:,��� SUBORDINATION AGREEMENT (JACKSON) This agreement is e tered into as of the day of , 1987 between the City of Sain Paul ("City"), the Port Authority of the City of Saint Paui ("Port"), and C.R.I. Inc. , a Delaware corporation ("CRI") . BACKGROUND A. Port is the less r under a Lease (the "Lease") dated as of February 1, 1987, executed by Jackson Apartments Redevelopment Company Limited Partnership, re ating to the property described on �Exhibit A attached hereto (the "Pro erty"). B. City is the mor gagee under a mortgage (the "City Mortgage") dated as of February 1, 1987 executed by Jackson Apartments Redevelopment Company Limited Partnership, relating to the Property. C. Port and CRI a e co-mortgagees under a mortgage dated as of February 1, 1987, (the 'Port/CRI Mortgage") executed by Jackson Apartments Redevelopment ompany Limited Partnership, relating to the Property. D. The parties de ire to establish the priority of the Lease over the City Mortgage and t e Port/CRI Mortgage, and of the City Mortgage over the Port/CRI Mortga e. NOW, THEREFORE, in onsideration of the covenants contained herein, and in consideration of the e ecution of the Lease, City Mortgage and Port/CRI hlortgage, and the tra sactions related thereto, the parties hereto agree as follows, fully intending t be legally bound hereby: AGREEMENT: 1. It is the inten ion of the parties that the Lease be senior to and be recorded and eemed recorded prior . to the City Mortgage and the Port/CRI Mortg ge, and that the City A4ortgage be senior to and be recorded and de med recorded prior to the Port/CRI Mortgage. 2. The Lease sh il be deemed a "Senior Lien" for purposes of this Agreement with respect to the City Mortgage and Port/CRI Mortgage, which shall eac be deemed a "Junior Lien" with respect to the Lease. The City Mortg ge shall be deemed a "Senior Lien" for purposes of this � Agreement with respect to the Port/CRI Mortgage, which shall be deemed a "Junior Lien" with respect to the City Mortgage. It is acknowledged that the Port's nterest under the Lease is a fee title landlord's interest, notwithstanding references herein to the Lease as a "Senior Lien". 3. Each Junior Li n, and each Senior Lien with respect to such Junior Lien, shall be g verned by Paragraphs 4, 5, 6 and 7 below. � � � . � ., �%0=- �7-:�3� 4. Each Junior Lie and the right§ of the hoider thereof, its successors and assigns, u der the Junior Lien and in the Property, are hereby subjected and ubordinated and shall remain in all respects and for all purposes subjec , subordinate and junior to the lien of each Senior Lien with respect t ereto, and to the rights and interests of the holders thereof, their s ccessors and assigns, as fully and. with the same effect as if each such Senior Lien had been duly executed, acknowledged and recorded, and the indebtedness secured thereby had been fully disbursed prio to the execution, acknowiedgement, recording and disbursement of he Junior Lien. 5. Any covenants in the Junior Lien relating to maintenance, repair, insurance, taxe , condemnation, use of the property or otherwise, to the extent such cov nants conflict with or contradict covenants in any Senior Lien with respe t thereto shail, so long as such Senior Lien shall remain in effect, be of o effect. � 6. This Subordi tion Agreement, shall remain fully in effect notwithstanding modification, renewal, extension, amendment, waiver or other alteration or accommodation made or consented to by the holder of any Senior Lie , its successors or assigns, with respect to the Senior Lien or the obligations secured thereby. The holder of each Junior Lien waives any rig ts it might otherwise have to receive any. notices from the holder of ach Senior Lien with respect thereto relating to such matters. i , � ��� ��_�-33 I n witness of the a ve, the undersigned have executed this Agreement below as of the date set forth i the preamble to this Agreement. CITY OF SAINT PAUL BY I ts Mayor AN D BY its Director, Finance and Management Services AND BY Its City Clerk STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) - The foregoing inst ument was acknowiedged before me this day of , 1987, by , the Mayor, , the Director, Finance and Management Services, and by , the City Clerk, of the City of Saint Paul, on behaif of the Ci y. Notary Public (Signature Page to Subo dination Agreement.) . �, � � C�'�r"�7� a 3j THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL BY • Its AND BY � Its STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing inst ument was acknowledged before me this day of , 1987 by and by the and respectively, of the Housing and Redevelopment Authority of the City of Saint, on behalf of the Housing and � Redevelopment Authority of the City of Saint Paul. Notary Pubiic (Signature Page to Su rdination Agreement) � . ��'7-�z 3 3 PORT AUTHORITY OF THE CITY OF SAINT PAUL BY Its AND BY Its STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing inst ument was acknowledged before me this day of 1987, by and by � the and respectively, of the Port Authority of the City of Saint Pau , a pub ic bod corporate on behalf of said body. Notary Pubiic (Signature Page to Su rdination Agreement) L ,: i � �,r-�'� ,�?3 3 J , i C.R.1. INC. BY its STATE OF ) ) ss. COUNTY OF ) The foregoing ins rument was acknowiedged before me this . day of 1987, by � , the � of C.R.I. , Inc., a Delaware Corpoation, on behalf of said corporation. - Notary Public (Signature page to Subo dination Agreement) DRAFTED BY: HALPERN E DRUCK 1709 Cargiii Building Minneapolis, MN 55402 4' ` C�=�7-�.�3 � AhtENDAf NT TO REDEVELOPI�IENT CO\'IPANY CONTRAC'T (Sibiey) This Agreement is e tered into this day of , 1987, among the City of Saint Paul, Minnesota, a Minnesota municipal corporation (the "City"), the Housing and Redevelopment Authority f the City of Saint Paul, a body corporate and politic ("HRA") and Sibley Apartments edevelopment Company Limited Partnership, a Minnesota limited partnership ("Owner" or "D veloper"). BACKGROUND A. HRA, City an Owner have entered into a Redevelopment Company Contract dated March 22, 1984 (t e "RCC"), relating to certain property in St. Paul, Minnesota, defined in the RCC as the " roject." B. At the time t e RCC was entered into, it was contemplated that the Project would be financed primar ly by means of certain bonds issued by the HRA, secured by a mortgage on the Project and insured by the U.S. Department of Housing and Urban Development ("HUD"). S id bonds are referred to herein as the "Original Bonds" and said mortgage is referred to h rein as the "Original Mortgage° The loan of the bond proceeds by the HRA to Owner is re erred to herein as the "Original Loan." C. The RCC conte plates that certain parking spaces could be made a part of the Project if used by the Partnership, but the parties have in practice not caused any parking spaces to be part of the Project. D. The parties con emporaneously herewith are arranging for the refinancing of the Original Bonds and the O iginal Loan by means of new bonds (the "New Bonds") under a Supptemental Bond Resol ion adopted by the Port Authority of the City of Saint Paul February 24, 1987, and t loan of the proceeds thereof to Owner (the "New Loan"). The New Loan is evidenced y a Lease dated as of February 1, 1987, (the "Lease"). In addition, the obligation t pay Contingent Interest as provided for and defined in that certain Agreement dated s of February 1, 1987 among C.R.I., Inc., the Port and the Owner (the "Agreement") is secured by that certain Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Financing Statement dated as of February 1, 1987 (the "Alortgage"). E. Under the RC , the Owner has certain obligations to make payments of principal and interest, wh ch obligations are intended to be secured by a mortgage junior to the Lease and senior o the Mortgage, pursuant to Section 1.06 of the RCC. Owner has contemporaneously her with executed such a mortgage (the "PILOT Mortgage") on the Project. The parties her to desire to provide for the subordination called for in Section 1.06 in the RCC by the exe tion of this agreement. NOW, THEREFORE, for valuable consideration hereby acknowledged as having been received, and in fulfillme t of the requirements of Section 1.06 of the RCC, the parties hereto hereby agree as follo s, fully intending to be legally bound hereby. C: ,. • � � � �� �z33 , • - AGREEAtENT l. The parties ack owledge that the term "Project" as defined in the RCC does not include any portion of t e property of Owner used or designed primarily for parking, retail or office use, whic excluded property Owner has been and shall be free to dispose of in such manner as O ner deems appropriate, without restriction by the RCC, the Plan for Tax Exemption descri ed in the RCC or statutes relating thereto, and without causing any default or acceleration nder any of the same. 2. Section 4.O1 of t e RCC is hereby amended to read as follows: "Section 4.01. Rent Restrictions. Developer shall comply with such restrictions on rent as may be imposed under any Housing Assistance Payments contract relating to the HUD "Section 8" program, and further shall take such action as may be necessary to cause rents to be low enough for a sufficient number of units in the Project n order to enable the Project to comply with the 1596 low income occupancy equirements of the Declaration of Restrictive Covenants executed by Develope in favor of HRA." 3. Subsection 1.04( )(i) of the RCC is amended by deleting the parentheticai clause contained therein. 4. Section 1.04(B)( ) of the RCC is amended by deleting everything from and including " r vid . ." thr gh the end of said Section 1.04(B)(i) and replacing said deleted language with the following: . "�rovided that for 1987 and subsequent years, (i) Total Replacement Cost shall be determined in the anner which would be used by HUD at Final Endorsement (if such Final Endorsem nt were done upon completion of construction), and (ii) in lieu of the HUD-FHA L an, there shall be used the original principal amount of the New Bonds, less all amou ts originally deposited in reserves in the Bond Fund under the documents relating to he New Bonds" 5. It is acknowled ed that the New Bonds are an obligation incurred to refinance the Original Bonds, withi the meaning of Section 1.04(A)(ii) of the RCC. Accordingly, the deduction for "inter st and principal amortization" provided for in said Section 1.04(A)(ii) shall include a 1 payments of interest (including servicing fees and Contingent Interest, as defined in � the documents evidencing the New Bonds) and principal amortization required unde the terms of the Lease; r vid that no such deduction shall be allowed for Contingent Interest paid to any partner in the Partnership or to any entity which is held, directly or in irectly, by any such partner or group of Partners. 6. It is acknowle ged that the New Bonds are an obligation to refinance the Original Bonds, within the meaning of Section 1.06 of the RCC. Accordingly, the interest � of the HRA and City in he Project pursuant to the PILOT Mortgage shall be subordinate . and junior in all respect to the Lease, and HRA and City shall execute appropriate documents from time to ti e to evidence such subordination. However, the Mortgage shal] be subordinate and junior in all respects to the Pilot Mortgage. 7. Except as expli itly amended above, the terms and conditions of the RCC shall remain in full force and eff ct. � 058SVBC2.SEW 2 f f: ° (� ��-0233 IN 11'ITNESS OF HE ABOVE, the undersigned have executed this agreement below on the date first written ab ve. APPROVED AS TO FORh : CI1'1' OF ST. PAUL By City Attorney j� By Its HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ST. PAUL By Its By Its SIBLEY APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP By Alpha Enterprises Its Partner By Patrick M. Ruhr, Partner OS8SVBC2.SEW 3 � t� ,: - � � (.t��7-�3� , � ; SUBORDINATION AGREEMENT (SIBLEY) • This agreement is entered into as of the day of , 1987 between the City of 5 int Paul ("City"), the Port Authority of the City of Saint Paul ("Port"), and C.R I. Inc. , a Delaware corporation ("CRI"). BACKGROUND A. Port is the le sor under a Lease (the "Lease") dated as of February 1, 1987, execute by Sibley Apartments Redevelopment Company Limited Partnership, elating to the property described on Exhibit A attached hereto (the "P operty"). 6. City is the m rtgagee under a mortgage (the "City Mortgage") dated as of February , 1987 executed by Sibley Apartments Redevelopment Company Limit d Partnership, relating to the Property. C. Port and CRI re co-mortgagees under a mortgage dated as of February 1, 1987, (th "Port/CRI Mortgage") executed by Sibley Apartments Redevelopment Company Limited Partnership, relating to the Property. D. The parties d sire to establish the priority of the Lease .over the City Mortgage and the Port/CRI Mortgage, and of the City Mortgage over the Port/CRI ortgage. NOW, THEREFORE, in consideration of the covenants contained herein, and in consideration of the xecution of the Lease, City Mortgage and Port/CRI Mortgage, and the tr nsactions related thereto, the parties hereto agree as follows, fully intending o be legally bound hereby: AGREEMENT: 1. It is the inte tion of the parties that the Lease be senior to and be recorded and deemed recorded prior to the City Mortgage and the Port/CRI A4ort age, and that the City Mortgage be senior to and be recorded and emed recorded prior to the Port/CRI Mortgage. 2. The Lease s all be deemed a "Senior Lien" for purposes of this Agreement wit respect to the City Mortgage and Port/CRI Mortgage, which shali ea h be deemed a "Junior Lien" with respect to the Lease. The City Mort age shall be deemed a "Senior Lien" for purposes of this Agreement wi h respect to the Port/CRI hlortgage, which shall be deemed a "Junior Lien" with respect to the City h4ortgage. it is acknowledged hat the Port's interest under the Lease is a fee title • landlord's inte est, notwithstanding references herein to the Lease as a "Senior Lien". 3. Each Junior ien, and each Senior Lien with respect to such Junior Lien, shall be overned by Paragraphs 4, 5, 6 and 7 below. E ,: ,. C'�"�7� 3_� 4. Each Junior Li n and the rights of the holder thereof, its successors � and assigns, nder the Junior Lien and in the Property, are hereby subjected and ubordinated and shall remain in all respects a�d for al) purposes subje t, subordinate and junior to the lien of each Senior Lien with respect t ereto, and to the rights and interests of the holders thereof, their uccessors and assigns, as fully and with the same effect as if each suc Senior Lien had been duly executed, acknowiedged and recorded, and the indebtedness secured thereby had been fully disbursed prio to the execution, acknowledgement, recording and disbursement of the Junior Lien. 5. Any covenants in the Junior Lien relating to maintenance, repair, insurance, taxe , condemnation, use of the property or otherwise, to the . extent such co nants conflict with or contradict covenants in any Senior Lien with resp t thereto shall, so long as such Senior Lien shall remain in effect, be of o effect. 6. This Subordi ation Agreement, shall remain fully in effect notwithstanding modification, renewal, extension, amendment, waiver or other alteration or accommodation made or consented to by the holder of any Senior Lie , its successors or assigns, with respect to the Senior Lien or the obt gations secured thereby. The hotder of each Junior Lien waives any rig ts it might otherwise have to receive any notices from the hoider of each Senior Lien with respect thereto relating to such matters. �• r. � � � ��7�33 In witness of the a ove, the undersigned have executed this Agreement below as of the date set forth i the preamble to this Agreement. CITY OF SAINT PAUL BY I ts Mayor AND BY Its Director, Finance and Management Services AND BY Its City Clerk STATE OF MINNESOTA ) ' ) ss. COUNTY OF RAMSEY ) The foregoing inst ument was acknowiedged before me this day of , 1 gg7 by , the Mayor, � , the Director, Finance and Management Services, and by , the City Clerk, of the .City of Saint Paui, on behal of the Ci y. Notary Public (Signature Page to Subo dination Agreement.) �' . C� ��-.�.�3 � THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL BY Its AND BY. Its � STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing inst ument was acknowledged before me thts day of , 1987 by and by the and respectively, of the Housing and Redevelopment uthority of the City of Saint, on behalf of the Housing and Redevelopment Authority of the City o Saint Paui. Notary Public (Signature Page to Sub rdination Agreement) t": ������ PORT AUTHORITY OF THE CITY OF SAINT PAUL . BY � Its AND BY Its STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing ins ument was acknowledged before me this day of 1987, by and by � the and respectively, of the Port Authority of the City of Saint Paul, a pub ic bod corporate on behalf of said body. . . Notary Public (Signature Page to Su rdination Agreement) � � . r. i . � . �'�=-�7_a�� C.R.1. iNC. BY Its STATE OF ) ) ss. COUNTY OF ) The foregoing inst ument was acknowledged before me this day of 1987, by , the � of C.R.I., Inc., a Delaware Corpoation, on behalf of said corporation. - Notary Public (Signature�page to Subo ination Agreement) � DRAFTED BY: HALPERN E DRUCK 1709 Cargill Buiiding Minneapolis, MN 55402 �, f