03-904Council File # � 3 9
Resolution #
# 3U�� bl�
0
Presented By
Referred To
�:ommtttee: 1�ate
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L The Port Authority of the City of Saint Paul (the "Port Authority") has given its approval to the issuance of
up to $4,000,000 of its revenue bonds to be issued in one or more series (collectively,the `Bonds"), to finance the costs to
be incurred by District Cooling St. Paul, Inc. (the `Borrower") in connectionwith the construction of additional distdburion
lines in the City of Saint Paul, Minnesota (the "ProjecY'); and
2. The Bonds are to be issued by the Port Authority pursuant to the terms of a Joint Powers Agreement dated
as of March 1, 2002 by and between the Port Authority and the Housing and Redevelopment Authority of the City of Saint
Paul, Minnesota (the "HRA"), and on a parity with District Cooling Bonds previously issued by the HRA and the Port
Authority under an Indenture of Trust dated Octoberl, 1991 (the "Original Indenture") between the HRA and First Trust
National Association (now lmown as U.S. Bank National Association) (the "Trustee"); and
3. Bonowerhas secured its obligationto repaythe loans of the proceeds ofthe Bonds, togetherwith all bonds
previously issued under the Original Indenture, by granting a first lien leasehold mortgage and security interest in certain
real property and assets ofthe Borrower (collectivelythe "MortgagedPropert�') to the Trustee and executing and delivering
a Leasehold Mortgage, Fixture Fmancmg Statemenhnd Security Agreement dated as of October 1, 1991 and subsequent
amendments thereto in connection with the issuance of each series of Bonds (collectively the `Bond Mortgage"); and
4. The HRA made a loan in the amount of $3,000,000 to the Borrower concurrentlywith the 1991 issuance
of Bonds pursuant to the Original Indenture (the "HRA Loan"), and the Borrower has secured its obligations to repay the
HRA Loan by granting a leaseholdmortgageLien and security interest m the MortgagedProperty and other District Cooling
system equipment, by executing and delivering a Mortgage, Fixture Financing Statement and Security Agreement dated as
of October l, 1991 between the Borrower, as Mortgagor, and the I3RA as Mortgagee (the "HRA Mortgage"); and
5. The HI2A has subordinated the lien and encumbrance of the HRA Mortgage to the nghts of the Trustee
under the Bond Mortgage pursuant to the HItA Mortgage itself, and HRA Subordination Agreements dated as of March 1,
1993, September 1, 1995, 7une 1, 1998, March 1, 2001 and March 1, 2002 (collectively, the "HRA Subordinahon"); and
6. TheHRAhasassignedallofitsrightstotherepaymentoftheHRALoantotheCitypursuanttotheSpecial
Fund Agreement dated as of January 1, 1998 and entered into by and between the City and the HRA; and
7. TheCityhaspreviouslyrecogmzedthatthesubordinationoftheHIZ.ALoanprovidedbytheHRAMortgage
and subsequent I�2A Subordination Agreements has been approved by the City as the assignee of the HRA's rights under
the HRA Loan; and
8. PursuanttotheMarch1,2002HRASubordinationAgreement,theHRAhasagreedthatwithrespecttoany
future subordinarionsrequested by the Borrower, HRA consent and subordi�ation will not be required so long as consent
by the City of Saint Paul (the "City") is obtained.
It is necessaryand desirable for the Cityto consentto the subordinationofthe HRA Mortgageto the Bonds,
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D3 - 90�
and there has been submitted to this City Council a Subordinarion Agreement, in the form attached hereto as Exhibit A, to
accomplish this result; and
10. Minnesota Statutes, Chapter 469.084(11), provides that any issue ofrevenue bonds authorizedby the Port
Authority shall be issued only with the consent of the City Council of the City of Saint Paul, by resolution adopted in
accordance with law; and
ll. To meet the requirements of state law, the Port Authority has requested that the City Council give its
requisite approval to the issuance of the proposedBonds by the Port Authority, subject to fmal approval of the details of said
Bonds by the Port Authority; and
12. A public hearing on the Project was held by the Port Authority after notice was published, and materials
made available forpublic inspection at the offices ofthe Port Authority, as requiredby Section 147( fl of the Internal Revenue
Code of 1986, as amended (the "Code"), at which public hearing all those appearing who so desired to speak were heard.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul as follows:
1. InaccordancewithMinnesotaStatutes469.084(11)andSection 147(fl of the Code the City hereby approves
the issuance of the Bonds by the Port Authority for the purposes described in the Port Authority resolution adopted
September 23, 2003, and with the maturities, interest xates, discount and redemption provisions approved by the Port
Authority.
2. The form of the Subordination Agreement is hereby approved. The Subordination Agreement is hereby
authorized and directed to be executed by the appropriate officers of the City, subj ect to approval of the form thereofby the
City Attorney.
The form of the Subordinarion Agreement approved hereby is authorized to be executed with such
variations, modifications, additions or deletions as may be necessary and approved by the City of Attorney. Any such
changes shall be deemed to have been agreed to by virtue of execution of the document.
Adopted b Co �nci� _
Date �
Adoptton Cer
By:
Approved by
By:
Requested by Departrnent of
Plannin & Economic Deve] � ment ���
By.
Approved by Financ�al erv ces
By. (
�
Form Approved by Ciry Attorney
�3-9
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Shee �
Departmentloffice/councii: Date Initiated:
FS — FinanciaiSetvices 30.SEP-03 Green Sheet NO: 3006016
ConWCt Person 8 Phone:
Todd Hurley
6-8837
Must Be on Council F�qenda by
�
Assign
Number
For
Routing
Order
0 inancial Servicu i i
1 '�nancial Services : Dwartment Director i
2 1Citv Attornev i
3 vor's Office MavodAssistant I
4 ouocil �
5 iN Clerk � CiN Clerk I
mmavuate
Total # of Signature Pages �(Clip AII Lowtions for Signature)
Action Requested:
City Council Resolution for Disffict Cooling Bond Issue.
Recommendations: Approve (A) or R
.,._ �-
� Planning Commission
CIB Committee
Civil Service Commission
Contracts Must Answer the Following Questions:
1. Has this person/firtn ever worked under a contract for this department?
Yes No
2. Has this person/firm ever been a city employee? �
Yes No
3. Does this person/frm possess a skill not normally possessed by any
current city employee? �
Yes No
Explain all yes answers on separete sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why): �
Resolution of the City of Saint Paul to approve a subordination agreement relating to Districf cooling. This will allow the Port Authority
of the City of Saint Paul to issue Bonds for Distdct Cooling, (agreement attached). This action will suboidinate a$3,000,000 loan to
District Cooling &om'the FIRA that was transferred to the City of Saint Paul. The subordinarion is a requirement of the bank who is
issuing the letter of cTedit foT flus new bonds issue. The loanhas been subordinated a numbei Uf �i�... f,
AdvanWges If Approved:
The Dishict Cooling Bonds will be issued by the Port Authority.
DisadvantapeslfApproved::
None
Disadvantaqes If Not Approved:
Does not allow for additional Bonds to be issued for District Cooling.
Total Amount of
Trensaction:
Fundinp Source:
Port Authoriry Bonds
CosURevenue Budgeted:
Activity Number:
Financial Information:
(Explain)
d3-9o�
.•��:
SUBORDINATION AGREEMENT
between
CTTY OF SAINT PAUL, n�fINNESOTA,
PORT Ai.ITHORTfY OF THE CITY OF SAINT PAUL,
DISTRICT COOLING ST. PAUL, INC.,
U.S. BANK NATIONAL ASSOCIATION,
as Trustee,
0
DEXIA CREDIT LOCAL
(New York Agency)
Dated as of October 1, 2003
This instrument drafted by: LEONARD, STREET AND DEINARD (RH)
Professional Associa6on
380 St. Peter Street
Suite 500
St. Paul, Minnesota 55102
(612)222-7455
316087.4
3
03 - 90�
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT is made and entered into as of the lst day of
October, 2003 by and among
i) City of Saint Paul, Mivnesota, a body corporate and politic duly organized and
e�sting under the laws of the State of Minnesota (the "Cit}�'), as assignee of the
rights of the Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota (the "HRA"),
ii) the Port Authority of the City of Saint Paul, a body corporate and politic duly
organized and existing under the laws of the State of Mimiesota (the "Port
Authorit}�'),
iii) District Cooling St. Paul, Inc., f/k/a District Energy Services, Inc., a Minnesota
nonprofit corporation ("Compan�'),
iv) U.S. Bank National Association, a national banking association (formerly lrnown as
First Trust Narional Associafion and U.S. Bank Trust Narional Association) (the
"Trustee"), as Trustee for the District Cooling Revenue Bonds issued prior to the
date hereof by the I-IRA and/or the Port Authority, and the $3,000,000 2003-13
Series T Bonds and the $1,000,000 2003-14 Series U Bonds (collectively the "2003
Bonds") to be issued on or after the date of execurion hereof by the Port Authority;
and
(v) Dexia Credit Loca1 (New Yark Agency) (previously lrnown as Credit Loca1 de
France and Dexia Public Finance Bank) (the "Bank"), as the Credit Provider with
respect to the 2003 Bonds and as a co-mortgagee with the Trustee under the
Mortgage (as defined herein) as amended in connecrion with the 2003 Bonds.
WITNESSETH:
WHEREAS, the HRA has previously issued its District Cooling Revenue Bonds,
$2,365,000 Series 1991A, $795,000 TaYable Series 1991B, and $2,640,000 Series 1991C
(collectively, the "1991 Bonds'� pursuant to an Indenture of Trust dated as of October 1, 1991, (the
"Original Indenture") and a Supplemental Indenture of Trust dated as of November 1, 1991 by and
between the HRA and First Trust Narional Associarion ("First TnxsY'), the predecessor of the
Trustee, as trustee; and the HRA loaned the proceeds of the 1991 Bonds to the Company pursuant
to a I,oan Agreement dated as of October i, 1991 and a Supplemental Loan Agreement dated as of
November 1, 1991 between the HRA and the Company for the purpose of financing the
development of a local district cooling system; and
2384470
HI2A Subordinahon Agreement
03 -90�
WHEREAS, the FII2A has previously issued its District Cooling Revenue Bonds,
$6,000,000 1993 Series D, $3,000,000 1993 Ta7cable Series E, and $1,000,000 1993 Series F
(collecrively, the "1993 Bonds") pursnant to a Second Supplemental Indenture of Tnxst dated as of
Mazch, 1, 1993, and a Third Supplemental Indenture of Trust dated as of May 1, 1993 by and
between the HRA and First Trust, as trustee; and the I�RA loaned the proceeds of the 1993 Bonds
to the Company pursuant to a Second Supplemental I.oan Agreement dated as of Mazch 1, 1993
and a Third Supplemental Loan Agreement dated as of May 1, 1993 between the FIRA and the
Company for the purpose of adding improvements to the central thermal energy plant, construction
of a chilled water storage tank and the construction of additional distribution lines; and
WHEEREAS, the HRA has previously issued its District Cooling Revenue Bonds,
$1,400,000 1995 Series G, $2,600,000 1995 Ta�cable Series H, and $1,000,000 1995 Series I
(collectively, the "1995 Bonds") pursuant to a Fourth Supplemental Indenture of Tmst dated as of
September 1, 1995, and a Fifth Supplemental Indenture of Trust dated as of September 1, 1995 by
and between the HRA and First Trust, as Trustee; and the HRA loaned the proceeds of the 1995
Bonds to the Company pursuant to a Fourth Supplemental Loan Agreement dated as of September
1, 1995 and a Fifth Supplemental Loan Agreement dated as of September 1, 1995 between the
HRA and the Company for the construction of additional dishibution lines; and
WHEREAS, the HItA has previously issued its Dishict Cooling Revenue Bonds,
$6,825,000 1998 Series J, $1,800,000 1998 Tazcable Series K, and $1,000,000 1998 Series L(the
"1998 Bonds'� pursuant to a Seventh Supplemental Indenture of Trust dated as of June 1, 1998 (the
"Seventh Supplemental Indenture") by and between the E-IRA and the Trustee, and the HRA loaned
the proceeds of the 1998 Bonds to the Company pursuant to a Sixth Supplemental L,oan Agreement
dated as of June 1, 1998 (the "Supplemental Loan AgreemenY') for the purpose of financing an
expansion to the local district cooling system financed by the 1991 Bonds, the 1993 Bonds and the
1995 Bonds, and to cross-over refund the Series C Bonds; and
WIIEREAS, the Port Authority has previously issued its District Cooling Revenue Bonds,
$5,300,000 2001-1 Series M Bonds, $2,900,000 2001-2 Taacable Series N Bonds, $2,26Q000 2001-
3 Series O Bonds and $790,000 2001-4 Tasable Series P Bonds (the "2001 Bonds") pursuant to an
Eighth Supplemental Indenture of Trust dated as of March 1, 2001 (the `Bighth Supplemental
Indenture") by and between the Port Authority and the Trustee, and the Port Authority loaned the
proceeds of the 2001 Bonds to the Company pursuant to a Seventh Supplemental Loan Agreement
dated as of March 1, 2001 (the "Supplemental I.oan AgreemenY') for the purpose of financing an
expansion to the local district cooling system financed by the 1991 Bonds, the 1993 Bonds, the
1995 Bonds, the 1998 Bonds, and to refund the Series A Bonds and Series B Bonds; and
WFIEREAS, the Port Authority has previously issued its Dishict Cooling Revenue Bonds,
$1,750,000 2002-1 Series Q Bonds, $7,595,000 2002-2 Series R Bonds and $3,665,000 2002-3
Series S Bonds (the "2002 Bonds'� pursuant to a Ninth Supplemental Indenture of Trust dated as of
March 1, 2002 (the "Ninth Supplemental Indenture") by and between the Port Authority and the
Trustee, and the Port Authority loaned the proceeds of the 2002 Bonds to the Company pursuant to
an Eighth Supplementai Loan Agreement dated as of March 1, 2002 (the "Supplemental L.oan
2384470 2
HRA Subordmahon Ageement
03 - 9a�
AgreemenY') for the purpose of financing an expansion to the local dishict cooling system financed
by the 1991 Bonds, the 1993 Bonds, the 1995 Bonds, the 1998 Bonds and the 2001 Bonds and to
partially refund the Series N Bonds; and
WHEREAS, the Company secured its obligarion to repay the loans of the proceeds of the
1991 Bonds, the 1993 Bonds, 1995 Bonds, the 1998 Bonds, the 2001 Bonds and the 2002 Bonds by
granting a first lien leasehold mortgage and a security interest in certaiu real property and assets of
the Company (collectively, the "Mortgagetl Propert�') to the Trustee, as trustee for the 1991 Bonds,
the 1993 Bonds, the 1995 Bonds, the 1998 Bonds, tl�e 2001 Bonds, and the 2002 Bonds and
executing and delivering a Leasehold Mortgage, Fixture Financing Statement and Security
Agreement dated as of October 1, 1991 and subsequent amendments thereto between the Company,
as mortgagor and debtor, and the Trustee Trust, as trustee for the 1991 Bonds, the 1993 Bonds, the
1995 Bonds, 1998 Bonds, the 2001 Bonds, and the 2002 Bonds and the Bank, as letter of credit
provider for the 1993 Bonds, the 1995 Bonds, the 1998 Bonds, the 2001 Bonds, and the 2002
Bonds as co-mortgagees and secured parties and recorded in the Office of the County Recorder in
and for Ramsey County, Minnesota on the 18th day of October, 1991 as Document No. 2620688,
and on the 31 day of March, 1993 as Document No. 2711317, and on 7th day of September, 1995
as Document No. 2886532, and on the 4` day of June, 1998 as Document No. 3062091, and on the
l day of Mazch, 2001 as Document No. 3376381 and on the day of
, 2002 as Document No. respectively (collectively, the `Bond
Mortgage"); and
WFTEREAS, the I�IRA made a loan in the amount of $3,000,000 to the Company
concurrently with the issuance of the 1991 Bonds (the "HRA Loan"), pursuant to an IIRA Loan
Agreement dated October 1, 1991 (the "HRA I,oan AgreemenY� between the HRA and the
Company and has subsequently assigned all of its rights to the repayment of the HRA Loan to the
City pursuant to the Special Fund Agreement dated as of January 1, 1998 and entered into by and
between the HRt1 and the City of Saint Pau1; and
WI�,REAS, the Company secured its obligation to repay the HRA Loan by granting a
leasehold mortgage lien and security interests in the Mortgaged Property and other district cooling
system equipment, by executing and delivering a Mortgage, Fixture Financing Statement and
Security Agreement dated as of October 1, 1991 between the Company, as mortgagor and debtor,
and the HItA as mortgagee and recorded in the Office of the County Recorder in and for Ramsey
County, Minnesota on the 18th day of October, 1991 as Document No. 2620689 (the "HRA
Mortgage'�; and
WHEREAS, the lien and encumbrance of the HRA Mortgage, by its terms, is subordinated
to the lien and encumbrance of the Bond Mortgage, but only to the extent of the principal amount,
and interest thereon, represented by the 1991 Bonds; and
Wf�REAS, the lien and encumbrance of the HRA Mortgage was also subordinated to the
Bond Mortgage, to the extent of the principal and interest thereon represented by the 1993 Bonds,
1995 Bonds and the 1998 Bonds, pursuant to HRA Subordination Agreements dated as of Mazch 1,
zssaa�o 3
HRA Subordinahon A�eerrent
03 - 9b5�
1993, September 1, 1995 and June 1, 1998, all by and among the F3RA, the Company, the Trustee
and the Bank, and recorded in the Office of the County Recorder in and for Ramsey County,
Miimesota on the 31 day of March, 1993 as Document No. 2711318, the 7th day of September,
1995 as Document No. 2886533, and the 4�' day of June, 1998 as Document No. 3062092
respectively; and
WHEREAS, the lien and encumbrance of the HRA Mortgage was also subordinated to the
Bond Mortgage, to the extent of the principal and interest thereon represented by the 20Q1 Bonds
and the 2002 Bonds, pursuant to HRA Subordination Agreements dated as of Mazch 1, 2001 and
March l, 2002 by and among the HRA, the Company, the Trustee, the Port Authority and the Bank,
recorded in the Office of the County Recorder in and for Ramsey County, Mimiesota on the l of
March, 2001 as Document No. 33776382 and on the day of , 2002 as Document
No. respectively; and
WHEREAS, the City of Saint Paul, as the assignee to the HRA's interest in the HRA Loan
and HRA Mortgage, consented in its Resolution Nos. O1-177 and 02-147 to the subordination of
the HRA Loan and I�RA Mortgage to the 1993 Bonds, the 1995 Bonds, the 1998 Bonds, the 2001
Bonds and the 2002 Bonds; and
WHEREAS, the HRA Subordination Agreement entered into on March l, 2002 provided
that since the I-IRA has assigned a11 of its rights to repayment of the HRA I,oan to the City as
referenced above, no further HRA subordination or consent would be required for future
subardinations so long as the City consented to such subordination;
WHEREAS, the Company has requested, and the HRA has agreed, that the Port Authority
should issue the 2003 Bonds pursuant to a Tenth Supplemental Indenture of Trust dated as of
October 1, 2003 (the "Tenth Supplemental Indenture") by and between the Port Authority and the
Trustee, and the IIRA has agreed that the Port Authority can then loan the proceeds of the 2003
Bonds to the Company pursuant to a Ninth Supplemental Loan Agreement dated as of October 1,
2003 (the "Supplemental I,oan AgreemenY') for the purpose of financing the expansion of the local
district cooling system financed by the 1991 Bonds, the 1993 Bonds, the 1995 Bonds, the 1998
Bonds, the 2001 Bonds and the 2002 Bonds; and
WI�REAS, the Bank has agreed to issue three sepazate direct pay irrevocable transferable
letters of credit no. DCL and DCL (together, the "Letter of CrediY') to secure the
2003 Bonds; and the Company and the Bank have entered into a Letter of Credit Reimbursement
A�eement (the "Reunbursement AgreemenP') dated as of October 1, 2003 to provide for the
reimbursement by the Company to the Bank for any amounts drawn under the I,etter of Credit; and
WHEREAS, the Company will secure its obligation to repay the loan of the proceeds of the
2003 Bonds and its obligations under the Reunbursement Agreement by granting to the Bank a first
lien mortgage interest in the leasehold estate, together with the Trustee, under the Bond Mortgage
through the execution of a Seventh Amendment to Mortgage, Fu�ture Financing Statement and
Security Agreement (the "Seventh Amendment to Mortgage") dated as of March 1, 2003 between
zssaa�o 4
HI2A Subordmanon Agreement
03- 90�
the Company, as mortgagor and debtor, U.S. Bank National Associarion (as Trustee) and the Bank,
as co-mortgagees and co-secured parties; which amendment shall increase the aggregate principal
indebtedness secured by the Bond Mortgage by $4,000,000; and
WIlEREAS, the Mortgaged Properry is located in part in premises leased by District
Heating Development Company, d/b/a District Energy St. Paul, Inc. ("District Heating'� to the
Company pursuant to that certain L,ease dated as of October 1, 1991 by and between District
Heating and the Company (the "Lease") which premises (the "I,eased Premises") aze described in
Schedule A to this Agreement; and
Wf�REAS, District Heating and the Company entered into a First Amendment to Lease
dated as of Mazch 1, 1993 (the "I,ease AmendmenY') for the purpose of adding to the Leased
Premises certain real properiy legally described in the Lease Amendment for the purpose of
installing a chilled water storage tank thereon, which chilled water storage tank is used as part of
the Distriburion Network.
WHEREAS, the Leased Premises constitute the real properry described in the Bond
Mortgage, as amended, and the HRA Mortgage; and
NOW THEREFORE, in consideration of these presents and other good and valuable
consideration, the receipt and sufficiency of which are hereby aclrnowledged, the parties to this
Subordinarion Agreement agree as follows:
(1) Subordination. Subject to the provisions of Secrion (2), the HRA Mortgage and all
liens, rights, titles, and interests created in favor of the HRt� thereunder or any subsequent holder of
the debt secured thereby, aze hereby made subordinate, junior and inferior in all respects to the
security interests in the Mortgaged Properiy created by the Bond Mortgage, as amended by the
Seventh Amendment to Mortgage. The subordination expressed herein extends to subordination to
the interests of the Bank, as a co-mortgagee and co-secured party, under the Bond Mortgage as
provided in the Seventh Amendment to Moftgage and to the interests of any other Credit Provider
which issues a Substitute Letter of Credit and succeeds, by assignment or othenvise, to the interests
of the Bank (or any successar Credit Provider).
(2) Timine of Subordination. The subordination of the IIRA Mortgage provided for in
Section (1) above sha11 be effective only up to the dollar amount of funds that have been deposited
in the Funds and Accounts pursuant to the Tenth Supplemental Indenture and the Ninth
Supplemental Loan Agreement (except with regazd to funds deposited in the Series T and U
Accounts within the Escrow Fund created under Secfion 63 of the Tenth Supplemental Indenture,
as to which the subordination shall be effecfive only up to the dollar amount of funds that have been
released from such accounts within the Escrow Fund, to pay debt service on the Series T and U
Bonds), and interest thereon, plus advances made pursuant to the Bond Mortgage. The
subordination provided for in Section (1) shall not be deemed a subordination to the Bond
Mortgage, as amended, to the extent proceeds of the 2003 Bonds remain in the Series T and U
Escrow Accounts within such Escrow Fund.
2384470
HRA Subordutation Aa eeirent
03-90�{
(3) Term of A�reement. This Agreement shall be a continuing agreement, and it shall
remain in full force and effect with respect to the parties until such time as the loans of the proceeds
of the 2003 Bonds and the HRA I.oan are repaid in full and all amounts due and owing to the Bank
under the Reimbursement Agreement relating to the 2003 Bonds aze paid in full.
(4) Representations and Warranties. The City represents and watrauts to the Trustee, as
trustee for the 2003 Bonds, and to the Bank that [,other than the HRA,] it is [the sole holder and
owner of the security interest and mortgage subordinated by this Agreement and] the sole holder of
the debt uvstrument secured by the HRA Mortgage, and that it has not transferred such security
interest and mortgage, or the anstrument evidencing the debt secured by the HRA Mortgage without
such assigunent or transfer being made eacpressly subject to the terxns of this Agreement. Each
party wan•anYS to the other parties to this Agreement tt�at they haue full right, power and authority to
enter into tkris Agreement, and that ttus Agreement has been duly authorized, executed and
delivered, and that this Agreement is valid, binding and enforceable in accordance with its terms
upon each of the parties to this Agreement, except only as such enforceability may be limited by
bat�laliptcy, moratorium, reorganization or other laws, or principles of equity affecting creditor's
rights.
(5) Notice. The parties to this Agreement agree to give each other at least ten (10) days
written notice prior to initiating foreclosure upon any of the Mortgaged Property, provided,
however, that the failure to give such notice shall in no way adversely affect the enfarceability of
this Agreement or the subordination of the HI2A Mortgage. All notices required to be given under
this Agreement shall be deemed given upon the deposit of written norice in the United States mail,
certified mail, retum receipt requested and postage prepaid, addressed to the pariy to whom notice
is being given at the address set forth for the receipt of notice in this Agreement, or at such other
address as the party to whom notice is being given has notified the other parties as to where such
party wishes to receive notices pursuant to this Agreement.
To the Trustee: U.S. Bank National Association
Corporate Trust Services
60 Livingston Avenue
St. Paul, Minuesota 55107
Attn: Corporate Trust Department
To the City: City of Saint Paul
City Hall
15 West Kellogg Boulevard
Saint Paul, Minnesota 55102
Attn: Treasurer
To the Port Authority: Port Authority of the City of Saint Paul
345 St. Peter Street
900 Landmark Towers
2384470
6
HRA SuboNinanon Agreement
03-90�
Saint Paul, Mimiesota 55102
Attn: President
To the Company: District Cooling St. Paul, Inc.
Hans O. Nyman Energy Center
76 West Kellogg Boulevard
St. Pau1,lVtinnesota 55102-1611
Athi: President
To the Bank: Deacia Credit I.ocal (New York Agency)
445 Park Avenue, Eighth Floor
New York, New York 10022
Attn: General Manager
With a copy to
the Original
Purchaser: U.S. Bancorp Piper Jaffray Inc.
Piper Jaffray Tower
800 Nicollet Mall, 13` Floor
Minneapolis, Minnesota 55402
Attn: Fixed Income
(6) Successors and Assi�ns, Choice of Law, Entire A¢reement. This Agreement shall
be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs,
legal representatives, successors and assigns. This Agreement shall be govemed by the laws of the
State of Minnesota, and the parties to this agreement consent to the exclusive jurisdiction of the
courts of the State of Minnesota and the United States District Court for the District of Minnesota.
This Agreement constitutes the entire agreement between the parties.
(7) Counter partS. This Agreement may be simultaneously executed in a number of
identical counterparts, each of which shall be deemed an original for a11 purposes and a11 of which
constitute, collectively, one and the same agreement; but in making proof of this agreement, it shall
not be necessary to produce or account for more than one such counterpart.
2384470 /
HI2A Subordinahon Ageement
03 - 9a �{
IN WIT'NESS WI�REOF, the parties to this Agreement have hereby caused this
Subordination Agreement to be executed and delivered as of the date and year first written:
'TI� CTTY OF SAINT PAUL, MINNESOTA
By
Deputy Mayor
(SEAL)
Approved as to form: By
Assistant City Attomey
STATE OF NIINNESOTA )
) ss.
COUNTY OF RAMSEY )
Clerk
By
Director, Office of Financial Services
The foregoing instrument was acknowledged before me this day of October, 2003 by
the Deputy Mayor of the City of Saint Paul, Minnesota on behalf of said
public body.
Notary Public
SEAL
2384470
S-1
fiRA Subordinanon A�reement
03-90�
STATE OF NIINNESOTA
COLJN'I'Y OF RAMSEY
)
) ss.
)
The foregoing insh was aci�owledged before me this day of October, 2003 by
, the Clerk of the City of Saint Paul, Minnesota on behalf of said public body.
Notary Public
SEAL
STATE OF MINNESOTA
[ �KIiI�Y�I'Z�j7.17�i.`�1
)
) ss.
)
The foregoing instrument was aclrnowledged before me this day of October, 2003 by
, the Director, Office of Financial Services, of the City of Saint Paul, Minnesota
on behalf of said public body.
Notary Public
��
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STATE OF NIINNESOTA )
) ss.
COLINTY OF RAMSEY )
PORT AUTHORITY OF THE CTTY
OF SATNT PAUL
Its Chair
By
Its Secretary
The foregoing instrument was aclrnowledged before me tlus day of September, 2003
by Michael Goldner, the Chair and Kathy Lantry, the Secretary of the Port Authority of the City of
Saint Paul, Minnesota on behalf of said public body.
Notary Public
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STATE OF MINNESOTA )
) ss.
COI JN'I'Y OF RAMSEY )
U.S. BANK NATIONAL ASSOCIAT`ION
By
1�
The foregoing instrument was aclaiowledged before me this day of October, 2003 by
, the of U.S. Bank Narional Associarion, a narional banlciug
association.
Notazy Public
(SEAL)
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STATE OF MINNESOTA )
) ss.
COiJNTY OF RAMSEY )
DISTRICT COOLING ST. PAUL, INC.
By
Its President
The foregoing instrument was acknowledged before me this _ day of October, 2003 by
Anders Rydaker, the President of District Cooling St. Paul, Inc, a non-profit corporation organized
under the laws of the State of Mim�esota.
Notary Public
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STATE OF NEW YORK )
) ss.
COUNTY OF )
DEXIA CREDTT LOCAL
(New York Agency)
Its Vice President
The foregoing instrument was aclaiowledged before me this day of October, 2003
by James Beck, the Vice President of the New York Agency of Dexia Credit Local, a specialized
financial institution organized under the laws of the Republic of France.
Notary Public
(SEAL)
SCHEDULE A
Legal Description of Real Property
Parcel l
That part of Lots 1, 2, 3, all in Block 21, RICE AND IRVINE'S ADDITION TO ST. PALJI,
according to the plat thereof on file in the office of the County Recorder, Ramsey County,
Minnesota, described as follows:
Commencing at the southeast corner of said I.ot 1; thence northwesterly, at
a right angle to the southerly line of said Lot 1, 103.00 feet; thence
southwesterly, at a right angle, 1.00 foot to the point of beginuing; thence
northwesterly, at a right angle, 40.00 feet thence southwesterly, at a right
angle, 73.00 feet; thence southeasterly at a right angle 40.00 feet; thence
northeasterly, at a right angle, 73.00 feet to the point of begirninig.
Said azea is situated between 742.17 feet and 774.17 feet above mean sea level, National
Geodetic Vertical Datum 1929.
Parcel2
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That part of I.ots 1, 2, 3, all in Block 21, RICE AND IRVIIJE'S ADDTTION TO ST. PAIJL
according to the piat thereof on file in the office of the County Recorder, Ramsey County,
Minnesota, described as follows:
Commencing at the southeast comer of said I.ot 1; thence northwesterly, at
a right angle, to the southerly line of said I,ot l, 19.00 feet; thence
southwesterly, at a right angle, 1.00 foot to the point of beginnnig; thence
nortt�westerly, at a right angle, 84.00 feet; thence southwesterly, at a right
angle, 73.00 feet; thence southeasterly, at a right angle 84.00 feet; thence
northeasterly, at a right angle, 73.00 feet to the point of begivning.
Said azea is situated 774.17 feet above mean sea level, National Geodetic Vertical Datum
1929.
Parcel3
That part of L,ots 1, 2, 3, all in Block 21, RICE AND IRVINE'S ADDTI'ION TO ST. PAUL
according to the plat thereof on file in the office of the County Recorder, Ramsey County,
Minnesota, described as follows:
Commencing at the southeast corner of said Lot 1; thence northwesterly, at
a right angle to the southerly line of said I,ot 1, 105.50 feet; thence
southwesterly, at a right angle, 17.00 feet to the point of beginning, thence
northwesterly, at a right angle, 8.00 feet; thence southwesterly, at a right
angle, 8.00 feet; thence southeasterly at a right angle 8.00 feet; thence
northeasterly, at a right angle, 8.00 feet to the point of begimuug.
Said azea is situated between 717.17 feet and 742.17 feet above mean sea level, National
Geoderic Vertical Datum 1929.
Parcel 4
That part of Lots 1, 2, 3, all in Block 21, RICE AND IRVINE'S ADDITION TO ST. PAUL
according to the plat thereof on file in the office of the County Recorder, Ramsey County,
Minnesota, described as follows:
Commencing at the southeast comer of said Lot 1; thence northwesterly, at
a right angle to the southerly line of said Lot 1, 103.00 feet; thence
southwesterly, at a right angle, 20.00 feet to the point of begnning; thence
northwesterly, at a right angle, 14.00 feet; thence southwesterly, at a right
angle, 54.00 feet; thence southeasterly at a right angle 14.00 feet; thence
northeasterly, at a right angle, 54.00 feet to the point of begirniing.
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Said azea is situated between 774.17 feet and 787.17 feet above mean sea level, National
Geoderic Vertical Datum 1929.
Parcel 5
That part of Lots 1, 2, and 3, Block 21, RICE AND IRVINE'S ADDITION TO ST. PALTL
according to the plat thereof on file in the office of the County Recorder, Ramsey County,
Minnesota, described as follows:
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Commencing at the southeast comer of said I,ot 1; thence southwesterly,
along the southerly line of said Lot 1, 75.13 feet to the point of beginning;
thence northwesterly, at a right angle to said southerly line, 17.40 feet;
thence southwesterly, at a right angle, 5.10 feet; thence northwesterly, at a
right angle, 3.00 feet thence southwesterly, at a right angle, 22.90 feet;
thence southeasterly, at a right angle, 20.40 feet to the southerly line of said
Lot 1; thence northeasterly, along said southerly line, 28.00 feet to the point
of begintring.
1993 Added Parcel
That part of I,ots 5, 6 and 7, Block 21, RICE AND IRVINE'S ADDITION TO ST. PAUL,
according to the recorded plat thereof, Ramsey County, Minnesota, which lies within the
cucumference of a circle ha�ing a radius of 41.00 feet. The center of said circle is a point
60.00 feet southerly of the northerly line of said L,ots 5, 6 and 7 as measured at a right angle to
said northerly line and 57.00 feet westerly of the west line of the easterly 25.00 feet of said I,ot
5 as measured at a right angle to said west line.
2002 Added Parcel
That part of the following described tract lying Northeasterly of the Southwesterly 103.00
feetthereof:
That part of Lots 3 through 6, BORUP'S ADDITION, according to the recorded plat thereof,
Ramsey County, Minnesota, that part of L,ots 2 through 8, Block 14, HOYT'S ADDTl'ION
TO SAINT PALTI,, according to the recorded plat thereof, Ramsey County, Minnesota, that
part of vacated Sibley Street abutting said BORUP'S ADDITION and HOYT'S ADDITION
TO SAINT PAUL, and that part of the Southeast quarter of Section 31, Township 29, Range
22, Ramsey County, Minnesota, lying 7.50 feet Southeasterly of and adjoining the
Southeasterly line of said Lot 3, BORUP'S ADDITION, described as commencing at the
most Easterly corner of said Lot 7, Block 14, HOYT'S ADDITION TO SAINT PAiJL;
thence Northwesterly, along the Northeasterly line of said Lot 7, to its intersection with a
line 33.00 feet Northwesterly of and parallel with the Southeasterly line of said Block 14,
HOYT'S ADDITION TO SAINT PAITL and the point of beginning of the parcel to be
described; thence south 55 degrees 11 minutes 12 seconds West, along said parallel line and
its Southwesterly extension, a distance of 256.40 feet to a point on the Southeasterly
extension of a line 5.00 feet Southwesterly of and parallel with the Northeasterly line of said
I,ot 3, BORUP'S ADDITION; thence North 37 degrees 03 minutes 48 seconds West,
parallel with said Northeasterly line of said Lots 3, 4, 5 and 6, BORUP'S ADDTTION, a
distance of 229.21 feet; thence North 67 degrees 55 minutes 26 seconds East a distance of
56.90 feet, to the Southwesterly line of said Block 14, HOYT'S ADDITION TO SAINT
PALTL; thence North 89 degrees OS minutes 19 seconds East a distance of 33092 feet to the
Northeasterly line of said Block 14, HOYT'S ADDITION TO SAINT PAiTL; thence south
28 degrees 57 minutes 22 seconds East a distance of 72.20 feet to ffie point of beginning.
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Together with an 11.00 foot wide easement for access over and across I,ot 5, Block 14,
AOI'T'S ADDITION TO SAINT PAiTL, according to the recorded plat thereof, Ramsey
Counry, Minnesota, and vacated Sibley Street abutting said Lot 5. The centerline of said
easement is described as commencing at the most Southerly comer of said Block 14; thence
Northwesterly along the Southwesterly line of said Block 14 to the intersection with a line
33.00 feet Northwesterly of and puallel with the Southeasterly line of said Block 14; thence
on an assumed bearing of South 55 degrees 11 minutes 12 seconds West, along said pazallel
line and its southwesterly extension, a distance of 14.86 feet to the point of begivning of the
centerline to be described; thence North 37 degrees 03 minutes 48 seconds West a distance
of 36.02 feet; thence North 52 degrees 56 minutes 12 seconds East a distance of 63.28 feet
to a line lying 98.00 feet northeasterly of and parallel with the northeasterly line of I.ot 3,
BORUP'S ADDITION, according to the recorded plot thereof, Ramsey County, Minnesota,
and said centerline there tetminating. The sidelines of said easement are to be prolonged or
shortened to terminate at said southwesterly extension of a line 33 feet Northwesterly of and
parallel with the Southeasterly line of said Block 14.
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