09-913�
Cauncil File # (�� '( SJ
Green Sheet # 3076436
RESOLUTION
C1TY
Presented by
MINNESOTA
1 RESOLUTION APPROVING DISTRICT HEATING
? AND DISTRICT COOLING
3 SUBORAINATION AGREEMENTS AND
4 CONSENTING TO THE ISSUANCE BY THE
5 SAINT PALTL PORT AUTHORITY OF ADDITIONAL BONDS
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FOR DISTRICT HEATING AND DISTRICT COOLING
N.V:i�l;i�I•{SA
District Heatine
P._ The City of Saint Paul, was awazded an Urban Development Action Grant (No. B-
81-AA-0028, the "UDAG") for the purposes of the district heating system (the "District Heating
System") owned and operated by District Heating Development Company, d/b/a District Energy St.
Paul, Jna ("District Hearing"); and
B. In connection with the development of the Disirict Heating System, the City made a
loan to District Heating from the proceeds of the UDAG pursuant to a City Loan Agreement dated
as of December 1, 1982 as amended from tune to tune, including amendments dated as of
December 1, 1985, August 5, 1988, and July 1, 1997 and a Global Amendment to District Heating
Documents and Supplemental Mortgage dated as of December 1, 2007 (the "Global AmendmenY')
(collec6vely, the "City District Heating Loan AgreemenP'), and the City District Heating Loan
Agreement also provided for loans to District Heating by the City of Community Development
Block Grant and tax increment funds, all of which loans, and the obligations of District Heating
under the City District Heating Loan Agreement, are secared by a City Mortgage, Fixture Financing
Statement and Security Agreement dated as of December l, 1982, from time to time, including
amendments dated December 1, 1985 and the Global Amendment (collectively, the "District
Heating Ciry Mortgage"); and
C. The Housing and Redevelopment Authority of the City of Saint Paul, Minnesota
(the "HRA") has previously issued its Variable Rate Demand Purchase District Heating Revenue
Bonds in 1982, 1985, 1997 and 1999 and has loaned the proceeds thereof to District Heating for the
purpose of financing the District Heating System; and
D. The Port Authority of the City of Saint Paul (the "Port Authority") has, parsuant to a
Joint Powers Ageement with the HRA dated as of April 1, 2003 (the "Dishict Heating Joint Powers
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AgreemenY'), previously issued its Variable Rate District Aeating Revenue Bonds in 2003, 2005,
2006 and January 2009 and has loaned the proceeds of such Bonds to District Heating for purposes
of financing the Distdct Heating System; and
E. District Heating has proposed that the Port Authority issue its District Heating
Revenue Bonds, 2009 Series O, P, Q, R and S(collectively the "September 2009 District Heating
Bonds"), in one or more series in the aggregate principal amount of approximately $33,00�,�0� to
provide funds to finance improvements to the District Heating System and to refund all of the
outstanding Dishict Aeating Bonds except those issued in January, 2009 (collectively the
"Refiznded District Heating Bonds"); and
F. The September 2009 Distriet Heating Bonds are to be issued by the Port Authority
pursuant to the District Heating Joint Powers Agreement; and
G. District Heating will secure its obligation to repay the loan of the proceeds Januazy
2009 Bonds and the September 2009 District Heating Bonds by granting a first lien leasehold
mortgage and security interest in certain real property by executing and delivering an Amended and
Restated Mortgage, Fixture Financing Statement and Security Agreement dated as of September 1,
2009 (the "Disuict Heating Bond Mortgage"); and
H. The Ciry has previously authorized and executed certain subordinarion agreements
pursuant to which the City has subordinated the liens and security interests granted in the District
Heating City Mortgage to the rights of tkie Trustee under the Mortgages securing the Refunded
District Heating Bonds and the January 2009 Bonds; and
I. The loan to be made by the Port Authority from the proceeds of the September 2009
District Heating Bonds will require subordinarion of the Ciry's security interest in the Mortgaged
District Heating Property to the interests of the Trustee for the District Heating Revenue Bonds
(including the January 2009 Bonds and the September 2009 District Heating Bonds), and the
interest of the bank which issues the letter(s) of credit securing the September 2009 District Heating
Revenue Bonds, which subordination wi11 be evidenced by a Subordination Agreement to be dated
as of September 1, 2009 (the "District Heating Subordination AgreemenY') in the form attached
hereto as E�ibit A; and
J. It is the intention of the District Heating and the Port Authoriry that, pursuant to the
District Heating Joint Powers Agreement, all documents previously entered into by District Heating,
the HRA, the Port Authority and/or the Trustee in connection with the issuance of prior series of
District Heating Bonds will be amended and restated in connection with the issuance of the
September 20Q9 District Heating Bonds; and
District Cooline
K. The HRA has previously
Cooling Revenues Bonds in 1991, 1993,
District Cooling St. Paul, Ina ("Distric
Cooling System; and
issued its Variable Rate Demand Purchase District
1995 and 1998 and hasloaned the proceeds thereto to
t Cooling") for the purpose of financing the District
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L. The Port Authority has, pursuant to a 3oint Powers Agreement dated as of March
1, 2002 (the "District Cooling Joint Powers AgreemenY'), previously issued Variable Rate
District Cooling Revenue Bonds in 2001, 2002, 2003, 2006 and June, 2009, and has loaned the
proceeds of such Bonds to District Cooling for purposes of fmancing the Dish Cooling
System; and
M. District Cooling has proposed that the Port Authority issue its District Cooling
Revenue Bonds, 2009 Series BB, CC, DD, EE and FF in the aggregate principal amount of
approximately $50,000,000 in one or more series (collectively, the "September 2009 District
Cooling Bonds"), to fmance the costs to be incurred by District Cooling in connection with the
distribution system consttuction and enhancements to the thermal source in the City of Saint
Paul, Minnesota (the "District Cooling ProjecY'), and to refund all of the outstanding District
Cooling Bonds, except those issued in June, 2009 (collectively the "Refunded District Cooling
Bonds"); and
N. The September 2009 District Cooling Bonds are to be issued by the Port
Authority pursuant to the terms of a 7oint Powers Agreement dated as of March 1, 2002 (the
"District Cooling Joint Powers AgreemenY') by and between the Port Authority and the HRA;
and
O. District Cooling will secured its obligation to repay the loans of the proceeds of
the June 2009 Bonds and the Saptember 2009 District Cooling Bonds, by granting a first lien
leasehold mortgage and security interest in certain real property and assets of District Cooting
(coilectively the "Mortgaged Dish-ict Cooling Property") to the Trustee and executing and
delivering a Leasehold Amended and Restated Mortgage, Fixture Financing Statement and
Security Agreement dated as of September l, 2009 and subsequent amendments thereto in
connection with the issuance of each series of Disuict Cooling Bonds (collectively the "District
Cooling Bond Mortgage"); and
P. It is the intention of the District Cooling and the Port Authority that all documents
previously entered into by District Cooling, the HRA, the Port Authority and/or the Trustee in
connection with the issuance of prior series of District Cooling Bonds will be amended and
restated in connection with the issuance of the September 20Q9 District Cooling Bonds; and
Q. The I-IRA made a loan in the amount of $3,000,000 to District Cooling concurrently
with the 1991 issuance of Bonds pursuant to the Original District Cooling Indenture (the "HRA
Loan"), and District Cool'vag has secured its obligarians to repay the FIIZA Loan by granting a
leasehold mortgage Lien and security interest in the Mortgaged District Cooling 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 District Cooling, as
Mortgagor, and the HRA as Mortgagee (the "Dishict Cooling HRA Mortgage"); and
R. The IIIZA has previously subordinated the lien and encumbrance of the District
Cooling HRA Mortgage to the rights of the Trustee under the Mortgage securing the Refunded
District Cooling Bonds and the June 2009 Bonds pursuant to the District Cooling IIRA Mortgage
6247339v448496.v1
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itself, and certain HI2A Dish-ict Cooling Subordination Agreements (collecrively, the "HRA District
Cooling Subordination"); and
S. The HRA has 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 City and the HRA; and
T. The City has previously recogniZed that the subordination of the HRA Loan
provided by the I}istrict Cooling HRA Mortgage and subsequent HRA District Cooling
Subordination Agreements has been approved by the City as the assignee of the HRA's rights under
the F�RA Loan; and
U. Pursuant to the Mazch 1, 2002 HRA Subordinarion Agreement, the HI2A has agreed
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subordinarion will not be required so long as consent by the Ciry of Saint Paul (the "City") is
obtained.
V. It is necessary and desirable for the City to consent to the subordination of the
District Cooling HRA Mortgage to ffie Sonds, and there has been submitted to this City Council a
Subordinarion Agreement, in the form attached hereto as Exhibit B, to accomplish this result; and
General
W. Minnesota Statutes, Chapter 469.084(11), provides that any issue of revenue bonds
authorized by the Port Authority shall be issued only with the consent of the Ciry Council of the
City of Saint Paul, by resolution adopted 'm accordance with law; and
X. To meet the requirements of state law, the Port Authority has requested that the City
Council give its requisite approvai to the issuance of the proposed September 2009 District Heating
Bonds and the proposed September 2009 District Cooling Bonds by the Port Authority, subject to
final approval of the detaiis of said bonds by the Port Aixthoriry; and
Y. A Public hearuig on the projects to be financed with the proceeds of the September
2009 Disttict Hearing Bonds and the proposed September 2009 District Cooling Bonds was held by
the Port Authority after notice was published, and materials made available for public inspection at
the offices of the Port Authority, as required by Secrion 147(fl of the Intemal 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 City Council of the City of Saint Paul,
Minnesota, as follows:
6247339vA48496.v1
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Citv Subordinarion Aaeements
1. The Ciry hereby finds that the liens and security interests of the City under the
District Heating Ciry Mortgage and the Mortgage is and shall remain subordinate to the liens and
security interests securing all bonds issued under the Amended and Restated Distdct Heating
Indenture or the Amended and Restated Dis�ict Cooling Indenture, both dated as of September l,
2009, including specifically the September 2009 District Heating Bonds and the September 2009
Distdct Cooling Bonds.
2. The forms of the Subordination Agreements attached hereto as E�ibits A and B are
hereby approved. The Subordination Agreements are hereby authorized and directed to be executed
by the appropriate officers of the City, subject to approval of the form thereof by the Ciry Attomey,
and with such variations, modifications, additions or delerions as may be necessary and approved by
the City Attomey. Any such changes shall be deemed to have been agreed to by virtue of execution
of the documents.
3. The loan balances due to the City as of August 31, 2009 which are hereby
subordinated to the September 2009 District Heating Bonds and the September 2009 District
Cooling Bonds aze:
City/fIIZA Loan $1,320,602.51 (F 070 Internal Borrowing Fund)
City UDAG Loan $3,754,548.83 (F 070 Internal Bortowmg Fund)
2007 Capital Loan Note $7,475,000.00 (F 001 General Fund)
2007 Francluse Fee Note $5,684,331.96 (F 001 General Fund)
Consent to Issuance of Sentember 2009 Bonds
4. In accordance with the requirements of Minnesota Statutes 469.084(11) and Section
147( fl of the Code, the City Council hereby approves the issuance of the aforesaid September 2009
District Heating and September 2009 District Cooling Bonds by the Port Authority for the purposes
described in the Port Authority resolutions adopted August 25, 2009, the exact details o£ which,
including but not limited to, provisions relating to maturities, interest rates, discount and redemption
aze to be deternuned by the Port Authority.
Bostrom
Carter
Stazk
Adopted by Council: Date
Request y artm tof: l'�W�vlr��GWhMSC.�e.�+7��
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By: /
By: _�_
Approved by City
BY ' -- — 1
Appzoved l�y Mayo�' for Submissy6n to C� cil
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Adopfion Certified by Counc� Secretary g �
By: j � ` ��
Approv y ayar D e � 3 ,
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Green Sheet Green Sheet Green Sheet Green Sheet
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DepartmenflOFfice/Council: Datelnitiated: GPP.P.I� S11P.P.� NO 3076436
pE _Ptan�ing&EOOnomic igqUG-09
Deveiopment
Contact Person & Phone: Deoactment SentTa Person In�tia e
t C�
D lannin & Economic Develo me Team Leader d
Dave Gontarek �
6-G674 1 lann' & Eco»omic Develo me De artineni Director
Assi9� 2 i Attomev 0 ��
Must Be on Council Agenda by tDate): Number 3 ircenciat S�vic¢s Director
2GAUG-09 For
Routing 4 a or'sOffice Ma odASSistant
Doc. Type; RESOLUTION Order 5 onncl �
6 Clerk Ci Clerk
EAocument Required: Y
Document Contact:
Corrtad Phone:
Total # of Signature Pages _(Clip Ali Locations for Signature)
Action Requested:
Resolution approving Port Authority to issue bonds for Distric[ Energy and Subordina[ion Agreement to subordinate liens and
security interests of the Ciry under the City Mortgage. This request is a refinancing and includes new bond money.
RecommendaUOns: Approve (A) or Re}ect (R): personai Service Contracts Must Answer the Following Questions:
Planning Commission 1. Has this personlfirm ever worked under a contract for this department?
CfB Committee Yes No
Givil Service Commission 2. Has this person/firtn ever been a city employee?
Yes No
3. Dces this person/firm possess a skill not normally possessed by any
current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet.
Initiating Pro6lem, Issues, OpportunNy (Who, What, When, Where, WFry):
District Energy through the Port Authority of St. Paul will refinance and bond for Dish Energy. The Ciry wil] need to subordinate
to these bonds and in accordance with the requirements of Minnesota Statutes 469.084(11) and Section ]47(fl of the Code the City
Council will approve this issuance.
Advantages If Approved:
The bonds are issued and Distric[ Energy refinances exiting bonds and expands their system.
Disativan W ges If Approved:
None
DisadvanWges If NotApproved:
The heating system is not expanded and bonds not refinanced.
ToWI Amount of
Transaction: CostlRevenue Budgeted:
Funding source: Port Conduit Revenue bonds Activity Num6er.
Financial Information:
(Explain)
August 18, 2009 8:38 AM Page 1
Dy-���
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[District Heating Subordination Agreement]
SUBORDIlVATION AGREEMEN"T
.r � r.n?
CITY OF SAINT PAUL, MINNESOTA,
PORT AUTHORITY OF THE CITY OF SAINT PAUL,
DISTRICT HEATTNG DEVELOPMENT COMPANY, cUb/a
DISTRICT ENERGY ST. PAUL, TNC.,
U.S. BANK NATIONAL ASSOCIATION,
as Trustee,
�
[DEUTSCHEBANK]
as the Bank
Dated as of September 1, 2009
This instrument drafted by:
LEONARD, STREET AND DEINARD (RI�
Professional Associarion
I50 South 5th Street, Suite 2300
Minneapolis, MN 55402
Subordination Agreement
(District Heating)
6247339v2 E�-1
by���
SUBORDINATION AGREEMENT
[District Heating]
THIS SUBORDINATION AGREEMENT is made and entered into as of the lst day
September, 2009 by and among
i) the City of Saint Paut, Minnesota, a home rule charter city and municipal
corporation organized under the laws of the State of Minnesota (the "City"),
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 Minnesota (the "Port Authority"),
iii) District Heating Development Company, Inc. d/b/a District Energy St. Paul, tnc., a
Minnesota nonprofit corporation ("District Heating"), and
iv} U.5. Bank National Association, national banking association ("U.5. Bank"), as
Trustee for the Port Authority's District Heating Revenue Refund'mg Bonds issued in
January, 2009 in the principal amount of $12,510,000 (the "January 2009 Bonds"), and the
September, 2009 District Heating Bonds described below to be issued by the Port Authority
on or after the date of the execution hereof; and
(v) [Deutschebank� (the `Bank"), as the letter of credit provider with respect to the
September 2009 Bonds and as a co-mortgagee with the Trustee under the Mortgage (as
defined herein) as amended in connecfion v,�th the Series N Bonds.
WITNESSETH:
WHEREAS, the City of Saint Paul, was awazded an Urban Development Action Cmant (No.
B-81-AA-0028, the "UDAG") for the purposes of the district heating system (the "Dishict Heating
System") owned and operated by District Heating Development Company, d/b/a District Energy St.
Paul, Inc. ("District Heating"}; and
WI�EREAS, in connection with the development of the District Heating System, the City
made a loan to District Heating from the proceeds of the UDAG pursuant to a City Loan Agreement
dated as of December 1, 1982 as amended from time to time, including amendments dated as of
December 1, 1985, August 5, 1988, and July 1, 1997 and a Global Amendment to District Heating
Documents and Supplemental Mortgage dated as of December 1, 2007 (the "Global AmendmenY')
(collectively, the "City District Heating Loan AgreemenY'), and the City District Heating Loan
Agreement also provided for loans to District Heating by the Ciry of Community Development
Block Crrant and tax increment funds, all of which loans, and the obligarions of District Heating
under the City District Heating Loan Agreement, are secured by a City Mortgage, Fixture Financing
Statement and Security Agreement dated as of December i, 1982, from 6me to time, including
amendments dated December 1, 1985 and the Global Amendment (collectively, the "District
Heating City Mortgage"); and
Subordination P.greement
6241339v2 A_2 (District Heating)
by 1��
WHEREAS, the Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota (the "HRA") has previously issued its Variable Rate Demand Purchase District Heating
Revenue Sonds in 1982, 1985, 1997 and 1999 and has loaned the proceeds thereof to District
Heating for the purpose of fmancing the District Heating System; and
WT�,REAS, the Port Authority of the City of 5aint Paul (the `Port Authority") has,
pursuant to a Joint Powers Agreement with the HRA dated as of April 1, 2003 (the "District Heating
Joint Powers AgreemenY'), previously issued its Variable Rate District Heating Revenue Bonds in
2003, 2005, 2006 and 3anuazy 2009 and has loaned the proceeds of such Bonds to District Heating
for purposes of financing the District Heating System; and
WIIEREAS, Disirict Heating has proposed that the Port Authority issue its Dish Heating
Revenue Bonds, 2009 Series O, P, Q, R and S(collectively the "September 2009 $onds"), in one or
more series in the aggregate principal amount of appro�mately $33,000,000 to provide funds to
finance nnprovements to the District Heating System and to refund all of the outstanding Dishict
Heating Bonds, except those issues in January, 2009 (collectively the "Refunded District Heating
Bonds"); and
WHEREAS, the September 2009 Bonds are to be issued by the Port Authority pursuant to
the District Heating Joint Powers Agreement; and
WHEREAS, District Heating will secure its obligation to repay the loan of the proceeds of
the September 2009 Bonds by granting a first lien leasehold mortgage and security interest in
certain real properiy by executing and delivering an Amended and Restated Mortgage, Fixture
Financing Statement and Security Agreement dated as of September 1, 2009 (the "District Heating
Bond Mortgage"); and
WHEREAS, the City has previously authorized and executed certain subordination
agreements pursuant to which the City has subordinated the liens and security interests granted in
the District Heating City Mortgage to the rights of the Trustee under the mortgage securing the
Refunded District Heating Revenue Bonds and the January 2009 Bonds; and
WHEREAS, the loan to be made by the Port Authority from the proceeds of the September
2009 Bonds will require subordination of the City's security interest in the Mortgaged District
Heating Property to the interests of the Trustee for the District Heating Revenue Bonds (including
the January 2009 Bonds and the September 2009 Bonds), and the intezest of the bank which issues
the letter(s) of credit securing the September 2009 Dishict Heating Revenue Bonds, which
subordination will be evidenced by a Subordinarion Agreement to be dated as of September 1, 2009
(the "District Heating Subordination AgreemenY') in the form attached hereto as Exhibit A; and
WHEREAS, it is the intention of the District Heating and the Port Authority that, pursuant
to the District Hearing Joint Powers Agreement, ali documents previously entered into by District
Heating, the HRA, the Port Authority and/or the Trustee in connection with the issuance of prior
series of District Heating Bonds will be amended and restated in connection with the issuance of the
September 2009 Bonds; and
Subordination Agreement
6247339�2 A-3 (Distria Heatlng)
a9--���
WHEREAS, the Bank has agreed to issue its d'uect pay irrevocable transferable Letter of
Credit (collectively the "Letter of Credit") to secure the Series September 2009 Bonds, and Dishict
Heating and the Bank have entered into a Letter of Credit Reimbursement Agreement dated as of
September 1, 2009 (the "Reimbursement AgreemenY') to provide for the reimbursement by District
Heating to the Bank for any amounts drawn under the Letter of Credit; and
WI�REAS, the obligation of District Heating to repay the January 2009 Bonds and the
September 2009 Bonds and all amounts due under the Reimbursement Agreement will be secured
by an Amended and Restated Mortgage, FiYture Financing Statement and SecuriTy Aa eement dated
as of September 1, 2009 (the `Bond Mortgage") between District Heating, as mortgagee and debtor,
U.S. Bank (as Trustee) and the Bank, as co-mortgagees and co-secured parties, which amendment
sha11 provide for an aggregate principal indebtedness secured by the Bond Mortgage of
$44,700,OOO;and
WHEREAS, District Heating has requested the City to subordinate its lien and encumbrance
under the City Mortgage to the lien and encuxnbrance of the Bond Mortgage as amended by the
Mortgage.
NOW THEREFORE, in consideration of these presents and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this
Subordination Agreement agree as follows:
(1) Subordination and Consent. Subject to the provisions of Section (2), the City
Mortgage and all liens, rights, titles, and interests created in fauor of the City thereunder or any
subsequent holder of the debt secured thereby, are hereby made subordinate, junior and inferior in
all respects to the security interests in the Mortgaged Properiy (as defined in the Mortgage) created
by the Bond Mortgage. The City hereby consents to the issuance of the September 2009 Bonds, the
loan of the proceeds thereof to District Heating and the execution of the Bond Mortgage.
(2) Term of A2reement. This Agreement shall be a continuing agreement, and it sha11
remain in full force and effect with respect to the parties unfil such rime as the loans of the proceeds
of the June 2009 Bonds, the September 2009 Bonds and the City Loan aze repa3d in full and all
amounts due and owing to the Bank under the Reimbursement Agreement are paid in full.
(3) Representations and Warranties. The City represents and warrants to U.S. Bank, as
Trustee and to the Bank, that it is the sole holder and owner of the security interest and mortgage
subordinated by this Agreement and the sole holder of the debt insmxment secured by the City
Mortgage, and that it has not transferred such security interest and mortgage, or the instrument
evidencing the debt secured by the City Mortgage, without such assignment or transfer being made
expressly subject to the terms of this Agreement. Each party warrants to the other parties to this
Agreement that they have full right, power and authority to enter into this Agreement, and that this
Agreement has been duly authorized, executed and delivered, and that this Agreemern 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 baukruptcy, moratorium, reorganization or
other laws, or principles of equity affecting creditor's rights.
Subordinffiion Agreement
6247339v2 A-4 (Dishict Hea[ing)
b �-�� �
(4} Notice. The parties to this Agreement agree to give each other at least ten days
written notice prior to initiating foreclosure upon any of the Mortgaged Property, provided,
however, that the failure to b ve such norice shall in no way adversely affect the enforceability of
this A�eement or the subordination af the City Mortgage. All notices required to be given under
this Agreement shall be deemed given upon the deposit of written notice in the United States mail,
certified mail, retum receipt requested and postage prepaid, addressed to the party to whom norice 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 natice 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 Nationat Association
Corporate Trust Services
60 Livingston Avenue
St. Pau1, Minnesota 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:
To the Company:
To the Bank:
With a copy to the Original
Port Authority of the City of Saint Paul
345 St. Peter Street
900 Landmark Towers
Saint Paul, Minnesota 55102
Attn: President
District Cooling St. Paul, Inc.
Hans 0. Nyman Energy Center
76 West Kellogg Boulevazd
St. Paul, Minnesota 55102-1611
Attn: Presadent
[Deutschbank]
Purchaser: Piper Jaffray & Co.
Piper Jaffray Tower
800 Nicollet Mall, 13` Floor
Minneapolis, Minnesota 554�2
Attn: Fixed Income
Subordmation Agreement
(DiS�ot Heating)
6247339v2 a�-5
ay-�1 �
(5) Successors and Assiens. Choice of I,aw, Entire Aereement. This Agreement shall
be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs,
Iega1 representatives, successars 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 Mimiesota and the United Staxes District Court for the District of Minnesota.
This Agreement constitutes the entue agreement between the parties.
(6) Counteroarts. This Agreement may be simultaneously executed in a number of
idenrical counterparts, each of which shall be deemed an original for all purposes and all of which
constihxte, collecrively, 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.
[Remainder of page intenfionally left blank)
Subordinaqon A�eement
(District Heating)
6247339v2 1�-6
�y-���
IN WITNESS Wf�REOF, the parties to this Agreement have hereby caused this
Subordination Agreement eo be executed and delivered as of the date and year firsf written:
CITY OF SAINT PAUL_ MINNESOTA
(SEAL)
g
Its Mayor
By
Its Director, Office of Financial Services
Approved as to
Assistant
:
Its City Clerk
STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this day of
2009 by Ctuis Coleman, the Mayor of the City of Saint Paul, Minnesota on behalf of said public
body.
Notary Public
(SEAL)
A-S - 1
Subordinahon Agreement
(D�strict Heating)
o y_9,�
STATE OF MINNESOTA
COUNTY OF RAMSEY
)
) ss.
)
Z`he foregoing instnunent was acknowledged before me this day of
2009 by Shazi Moore, the City C1erk of the City of Saint Paul, Minnesota on behalf of said
public body.
(SEAL)
STATE OF MINNESOTA
COUNTY OF RAMSEY
Notary Public
)
) ss.
)
Tkae foregoing insmunent was acknowledged before me this day of ,
2009 by , the Director, O�ce of Financial 5ervices, of the CiTy of Saint
Paul, Minnesota on behalf of said public body.
(SEAL)
Notary Public
A-S - 2
Subordinatmn Agreement
(District Heating)
ay-9!�
PORT AUTHORITY OF THE CITY OF
SAINT PAUL, MINNESOTA
By
Its President
B
Its Chief Financial Officer
STATE OR MINNESOTA )
) ss.
COUNTY OF RAMSEY )
The foregoing instniment was acknowledged before me this day of ,
2004 by Louis F. Jambois, the President and Laurie J. Hansen, the Chief Financial Offacer of the
Port Authority of the City of Saint Paul, on behalf of said public body.
Notary Public
A-S-3
Subordinat�on Agreement
(District Hea[ing)
� y-���
DISTRICT HEATING DEVELOPMENT
COMPA_NY, dlbia DISTRICT ENERGY ST.
PAUL, INC.
By
Its President
STATE OF MINNESOTA )
) ss.
COIJNTY OF RAMSEY )
The foregoing inshument was acknowledged before me this _ day of , 2009
by Anders Rydaker, the President of District Heating Development Company, a Minnesota
nonprofit corporation organized under the laws of the State of Minnesota.
(SEAL)
Notary Public
A-5-4
Subordination Agreement
(Distric[ Heating)
oy-�,�
u��ru�►�z��►����z��tirc��.
By_
tu
STATE OF MLriN
COUNTY OF RAMSEY
}
) ss.
)
The foregoing instrument was acknowledged before me this
2009 by , the
National Association, a national banking association.
Notary Public
(SEAL)
A-S-S
day of ,
of U.S. Bank
Subordmation Agreement
(District Heaiing)
ay- l/3
STATE OF )
) ss.
COUNTY OF )
(DEUTSCHBANK]
Bank
By.
Its
The foregoing instrument was acknowledged before me this day of September,
2009 by , the of [Deutschebank], a national
banking association.
(SEAL)
Notary Public
A-S-6
Subordination Agreement
(District Heating)
D�-9/3
SCHEDULEI
I�t I. �_f l �1�►Y �' i I`7i �[�] �
Lots 1, 2, 3, 4, and the Easterly 25 feet of Lot 5, Block 21, Rice and Iroine's
Addition to St. Paui,
6247339v2
D�-9��
,�:���
[District Cooling Subordination Agreement]
SUBORDINATION AGI2EEMENT
between
CITY OF 5AINT PAUL, MINNESOTA,
PORT AUTHORITY OF THE CITY OF SAINT PAUL,
DISTRICT COOLING ST. PAUL, INC.,
U.S. BANK NATIONAL ASSOCIATION,
as Trustee,
ANA
[DEUTSCHEBANK]
as Credit Provider
Dated as of September 1, 2009
This instnament drafted by:
LEONARD, STREBT AND DEINARD (RH)
Professional Association
150 South Fifth Sireet
Suite 2300
Minneapolis, Minnesota 55402
(612)335-1500
:
Subordina¢on Agceement
6247339d2 (DistricC Cooling)
� y-g��
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMEI�TT is made and entered into as of the lst day of
September, 2009 by and among
i) City of Saint Paul, Minnesota, a body corporate and politic duly organized and
existing under the laws of the 3tate of Minnesota (the "City"), as assignee of the
rights of the Housing and Redevelopment Authority of the City of Saint Pau1,
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 Minnesota (the "Port
Authority"),
iii) District Cooling St. Paul, Inc., f/k/a District Energy Services, Inc., a Minnesota
nonprofit corporation ("Company"),
iv) U.S. Bank National Association, a national banking association (formerly known
as First Trust National Association and U.S. Bank Trust National Association)
(the "Trustee"), as Trustee for the District Cooling Revenue Bonds issued in June,
2009 in the principal amount of $5,185,000 (the "June 2009 Bonds"), and the
September, 2009 District Cooling Bonds described below to be issued by the Port
Authoriry on or after the date of the execution hereof; and
(v) [Deutschebankl (the `Bank"), as the letter of credit provider with respect to the
September 2009 Bonds and as a co-mortgagee with the Trustee under the
Mortgage (as defined herein) as amended in connection with the 2009 Bonds.
WITNESSETA:
WHEREAS, the HRA has previously issued its Variable Rate Demand Purchase District
Cooling Revenues Bonds in 1991, 1993, 1995, and 1998 and has loaned the proceeds thereto to
District Cooling St. Paul, Ina ("District Cooling") for the purpose of financing the District
Cooling System; and
WHEREAS, the Port Authority has, pursuant to a Joint Powers Agreement dated as of
March 1, 2002 (the "District Cooling Joint Powers AgreemenY'), previously issued Variable Rate
District Cooling Revenue Bonds in 2001, 2002, 2003, 2006 and June, 2009, and has loaned the
proceeds of such bonds to District Cooling for purposes of financing the District Cooling
System; and
WHEREAS, District Cooling has proposed that the Port Authoriry issue its District
Cooling Revenue Bonds, 2009 SeriesBB, CC, DD, EE and FF in the aggregate principal amount
of approximately $50,000,000 in one or more series (collectively, the "September 2009 Bonds"),
B-2
Su6ordinat�on Agreemen[
6247339v2 (District Cooling)
oy -913
to finance the costs to be incurred by District Cooling in connection with the constsuction of
additional distribution lines and enhancements to the thermal source in the City of Saint Paul,
Minnesota (the "District Cooling Project"), and to refund all of the outstanding District Cooling
Bonds, except those issued in June, 2009 (collectively the "Refunded District Cooling Bonds");
and
WHEREAS, the September 2009 Bonds aze to be issued by the Port Authority pursuant
to the terms of a Joint Powers Ab eement dated as of March l, 2002 (the "District Cooling Joint
Powers AgeemenY') by and betureen the Part Authority and the HRA; and
WHEREAS, District Cooling will secured its obligation to repa}� the toans of the
proceeds of the June 2009 Bonds and the September 2009 Bonds, by granting a first lien
leasehold mortgage and security interest in certain real property and assets of District Cooling
(collectiveJy the "Mortgaged District Cooling Property") to the Trustee and executing and
delivering a Leasehold Amended and Restated Mortgage, Fixture Financing Statement and
Security Agreement dated as of September 1, 2009 and subsequent amendments thereto in
connection with the issuance of each series of District Cooling Bonds (collectively the "District
Cooling Bond Mortgage"); and
WHEREAS, it is the intention of the District Cooling and the Port Authority that all
documents previously entered into by District Cooling, the HRA, the Port Authority andlor the
Trustee in connection with the issuance of prior series of District Cooling Bonds will be
amended and restated in connection with the issuance of the September 2009 Bonds; and
WHEREAS, the HRA made a loan in the amount of $3,000,000 to District Cooling
concurrently with the 1991 issuance of Bonds pursuant to the Original District Cooling IndenCure
(the "HRA Loan"), and District Cooling has secured its obligations to repay the HRA Loan by
granting a leasehold mortgage Lien and security interest in the Mortgaged District Cooling
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
District Cooling, as Mortgagor, and the IIRA as Mortgagee (the "District Cooling HRA
Mortgage"); and
WHEREAS, the H12A has previously subordinated the lien and encumbrance of the
District Cooling IIRf� Mortgage to the rights of the Trustee under the Mortgage securing the
Refunded District Cooling Bonds and the June 2009 Bonds pursuant to the District Cooling HRA
Mortgage itself, and certain HRA Bistrict Cooling Subordination Agreements (collectively, the
"HRA District Cooling Subordination")• and
WHEREAS, the IIRA has assigned all of its rights to the repayment of the HRA Loan to
the City pursuant to the Special Fund Agreement dated as of 7anuary 1, 1998 and entered into by
and between the Ciry and the HRA; and
WHEREAS, the City has previously recognized that the subordination of the HRA Loan
provided by the District Cooling HRA Mortgage and subsequent HRA District Cooling
B-3
Subordination Agreement
6247339v2 (District Cooting)
�9-q/�
Subordination Agreements has been approved by the City as the assignee of the HRA's rights
under the HRA Loan; and
WHEREAS, pursuant to the Mazch 1, 2002 HRA Subordination Agreement, the HRA
has agreed that with respect to any future subordinations requested by District Cooling FIRA
consent and subordination wili not be required so long as consent by the Ciry of Saint Paul (the
"City") is obtained.
WHEREAS, the Company has requested, and the HRA has agreed in the District Cooling
Joint Powers Agreement that the Port Authority should issue the September 2009 Bonds and the
City has agreed that the Port Authority can then loan the proceeds of the September 2009 Bonds
to the Company to redeem the District Cooling Refunded Bonds; and
WHEREAS, the Bank has agreed to issue direct pay irrevocable transferable letters of
credit (collectively the "Letter of CrediP') to secure the September 2009 Bonds; and the
Company and the Bank have entered into a Letter of Credit Reimbursement Agreement (the
"Reimbursement AgreemenY') dated as of September 1, 2009 to provide for the reimbursement
by the Company to the Bank for any amounts drawn under the Letter of Credit; and
WHEREAS, the obligation of the Company to repay the June 2009 Bonds and the
3eptember 2009 Bonds and all obligations under the Reimbursement A� 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 an Amended and Restated Mortgage, Fixture Financing
Statement and Security Agreement (the "First Amendment to Mortgage") dated as of September
1, 2Q09 between the Company, as mortgagor and debtor, U.S. Bank National Association (as
Trustee) and the Bank, as co-mortgagees and co-secured parties; which amendment shall provide
far the aggregate principal indebtedness secured by the Bond Mortgage to a total of $54,295,000;
and
WHEREAS, the Mortgaged Property is located in part in premises leased by District
Heating Development Company, dlbla Distzict Energy 5t. Paul, Inc. ("District Heating") to the
Company pursuant to that certain Lease dated as of October 1, 1991 by and between District
Heating and the Company (the "Lease") which premises (the "Leased Premises") are described
in Schedule A to this Agreement; and
WHEREAS, the Leased Premises constitute the real property 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 acknowledged, the parties to this
Subordination Agreement agree as follows:
(1) Subordination. Subject to the provisions of Section (2), the IIRA Mortgage and
all liens, rights, titles, and interests created in favor of the I-iRA thexeunder or any subsequent
holder of the debt secured thereby, aze hereby made subordinate, junior and inferior in all
B-4
Subordination Agreement
6247339�2 (DisVict Cooling)
� y-�r.�
respects to the security interests in the Mortgaged Property created by the Bond Mortgage, as
amended by the Ninth Amendment to Mortgage. The City hereby consents to the issuance of the
September 2009 Bonds, the Loan of the proceeds thereof to District Cooling and the execution of
the Bond Mortgage.
(2) Term of Agreement. T`his Agreement shall be a continuing agreement, and it
sha11 remain in full force and effect with respect to the parties until such time as the loans of the
proceeds of the September 2009 Bonds and the HRA Loan are repaid in full and all amounts due
and owing to the Bank under the Reimbursement Agreement relating to the September 2009
Bonds aze paid in full.
(3) Representations and Warranties. The City represents and warrants to the Trustee
and to the Bank that, other than the I it is the sole holder and ownez of the securiTy interest
and mortgage subordinated by this Agreement and the sole holder of the debt insh�unent secured
by the HRA Mortgage, and that it has not transferred such security interest and mortgage, or the
insmunent evidencing the debt secured by the HRA Moftgage without such assignment or
transfer being made expressly subject to the terms of this Agreement. Each party warrants to the
other parties to this Agreement that they have fixll right, power and authority to enter into this
Agreement, and that this 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 banki•txptcy,
moratorium, reorganization or other laws, or principles of equity affecting creditor's rights.
(4} Notice. The parties to this Agreement agree to give each other at least ten days
written notice prior to initiating foreclosure upon any of the Mortgaged Properiy, provided,
however, that the failure to give such notice sha11 in no way adversely affect the enforceability of
this Agreement or the subordination of the HRA Mortgage. All notices required to be given
under this Agreement shall be deemed given upon the deposit of written notice in the United
States mail, certified mail, return receipt requested and postage prepaid, addressed to the party 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, Minnesota 55107
Attn: Corporate Trust Department
To the City: City of Saint Paul
City Hall
l5 West Kellogg Boulevard
Saint Paul, Minnesota 55102
Attn: Treasurer
S
Subordination Agreement
(Disvict Cooiing)
6247339v2
D�-�l�
To the Port Authority:
To the Company:
1�'L�C ., !�I
With a copy to the Original
Purchaser:
Port Authority of the City of Saint Paul
345 St. Peter Street
900 Landmazk Towers
Saint Paul, Minnesota 55102
Attn: President
District Cooling St. Paui, Inc.
Hans O. Nyman Energy Center
76 West Kellogg Boulevard
St. Paul, Minnesota 55102-1611
Attn: President
[Deutschbank]
Piper Jaffray & Co.
Piper Jaffray Tower
800 Nicollet Mall, 13`�' Floor
Minneapolis, Minnesota 55402
Attn: Fixed 7ncome
(5} Successors and Assi�ns Choice of Law Entire Aereement. 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 shali be governed 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.
(6) Counterparts. This Agreement may be simultaneously executed in a number of
identical counterparts, each of which shall be deemed an original for all purposes and all of
which constitute, collectively, one and the same agreement; but in making proof of this
agreement, it shall not be necessary to produce ar account for more than one such counterpart.
[Remainder of page intentionally 1eft blank]
:.
Subordination Agreement
6247339v2 (District Cooling)
d�-�� �
IN WI1'NESS WHEREOF, the parties to this Agreement have hereby caused this
Subordination Agreement to be executed and delivered as of the date and year first written:
CITY OF SAINT PAUL, MIl�TNESOTA
Approved as to #'on :
'
Assistant ty ttorn
STATE OF MINNESOTA }
) ss.
COUNTY OF RAMSEY )
By
Mayor
By
City Clerk
By
Director, Office of Financial Services
The foregoing instrument was acknowledged before me this day of August, 2009
by Chris Coleman, the Mayar of the City of Saint Paul, Minnesota on behalf of said public body.
Notary Public
(SEAL)
B-S1
Subordination Agreement
(Distr�ct Coohng)
D�� If3
STATE OF MINNESOTA
COUNTY OF RAMSEY
)
) ss.
)
The foregoing instrument was acknowledged before me this day of August, 2009
by Shari Moore, the City Clerk of the City of Saint Paul, Minnesota on behalf of said public
body.
(SEAL)
STATE OF MINNESOTA
COUNTY OF RAMSEY
Notary Public
)
) ss.
)
The foregoing instrument was acknowledged before me this day of August, 2009
by , the Director, O�ce of Financial Services, of the City of Saint Paul,
Minnesota on behalf of said public body.
(SEAL)
Notary Fublic
B-S1
Subordination Agreement
(District Cooling)
�9��1�
STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )
PORT AUTHORITY OF THE CTTY OF SAINT
PAUL
By
Its President
By
Its Chief Financial O�cer
The foregoing instrument was acknowledged before me this day of August, 2009
by Louis F. Jambois, the President and Laurie J. Hansen, the Chief Financial Officer of the Port
Authority of the City of Saint Paul, Minnesota on behalf of said public body.
(SEAL)
Notary Public
B-S1
Subordina600 A�eement
(Dishict Cooling)
� � ! / �
U.S. BANK NATIONAL ASSOCIATTON
By
Its Vice President
STATE OF MINNESOTA )
) ss.
COUNTY OF )
The foregoing instnunent was acknowledged before me this day of August, 2009
by Christine Robinette, the Vice President of U.S. Bank National Association, a national banking
association.
(SEAL)
Notary Public
B-S 1
Subordina[ion Agreement
(Distric[ Coohng)
6y-���
DISTRICT COOLING ST. PAUL, INC.
BY=
Kenneth W. Smith
Its: Chief Operating Officer and Senior Vice
President
By:
Andrew E. Kasid
Its: Senior Vice President, Ever-Green Energy,
LLC Service Provider to District Cooling St.
Paul, Inc.
STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this day of August, 2009 by
Kenneth W. Smith, the Chief Operating Officer and Senior Vice President of District Cooling St.
Paul, Inc, and Andrew Kasid, the Senior Vice President of Ever-Green Energy, LLC Service
Provider to District Cooling St. Paul, a limited liability company organized under the laws of the
State of Minnesota.
(SEAL)
Notary Public
B-`S 1 Subordination Agreement
(DisUiot CooGng)
Dq-�ii�
[DEUTSCHBANK]
Credit Provider
By
t�
STATE OF MIIVN�ESOTA )
) ss.
COUNTY OF RAMSBY )
The foregoing instrument was acknowledged before me this day of August, 2009
by , the Vice President of jDeutschebank], a national banking
association.
(SEAL)
Notary Public
B-S 1
Subordination Agreement
(Disfict Cooling)
b t-�,�3
SCHEDULE A
Legal Descriprion of Real Property
Parcel i
That part of Lots l, 2, 3, al1 in Block 21, RICE AND IRVINE'S ADDITION TO ST. PAUL
according to the plat thereof on fiIe 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, 1.00 foot to the
point of begimiing; 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 beginning.
Said azea is situated between 742.17 feet and 774.17 feet above mean sea level, National
Geodetic Vertical Datum 1929.
Parcel 2
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 corner of said Lot 1; thence
northwesterly, at a right angle, to the southerly line of said Lot l,
19.00 feet; thence southwesterly, at a right angle, I.00 foot to the
point of beginning, thence nozthwesterly, 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; ttience northeasterly, at a
right angle, 73.00 feet to the point of beginning.
Said area is situated 774.1'7 feet above mean sea level, National Geodetic Vertical Datum
1929.
Parcel 3
That part of L,ots 1, 2, 3, all in Block 21, RICE AND IRVINE'S ADAITION TO ST. PAUL
according to the plat thereof on file in the office of the County Recorder, Ramsey County,
Minnesota, described as follows:
HRA Subordmation Ageement
1657350.01
03-���
Commencing at the southeast comer of said Lot 1; thence
northwesterly, at a right angle to the southerly line of said Lot 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.�0 feet;
thence southwestezly, 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 begim�ing.
Said area is situated between 717.17 feet and 742.17 feet above mean sea level, I�Tational
Geodetic Vertical Datum 1929.
Parcel4
That part of Lots 1, 2, 3, all in Block 21, RICE AND IRVINE'S ADDITION TO ST. PAL7L
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
nor[hwesterly, at a right angle to the southerly line of said Lot 1,
103.00 feet; thence southwesterly, at a rigl�t angle, 20.00 feet to the
point of beginning; thence northwesterly, at a right angle, 14.OQ 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 beginning.
Said area is situated between 774.17 feet and 787.17 feet above mean sea level, National
Geodetic Vertical Daium 1929.
Parcel 5
That part of Lots 1, 2, and 3, Block 21, RICE AND IRVINE"5 ADDITION TO ST. PAi7L
according to the ptat 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
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 Iine, 28.00 feet to the point of
beginning.
S A�'Z $ubord�nytion Ageement
624'7339v2 (District Cooling)
��- t?�
1993 Added Parcel
That part of Lots 5, 6 and 7, Biock 21, RICE AND IRVINE'S ADDITION TO ST. PAUZ,
according to the recorded plat thereof, Ramsey County, Minnesota, which lies within the
circumference of a circle having a radius of 41.00 feet. The center of said circle is a point
60.00 feet southerly of the northerly line of said Lots 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 Lot
� as measured at a right angle to said west line.
2002 Added Parcel
That part of the following described tract lying Northeasterly of the Soufhwesterly 103.00
feet thereof:
That part of Lots 3 through 6, BORUP'S ADDITION, according to the recorded plat
thereof, Ramsey County, Minnesota, that part of Lots 2 through 8, Block 14, HOYT'S
ADDITION TO SATNT PAUL, 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, Mimiesota, 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 comer of said Lot 7, Block 14, HOYT'S ADDITION TO
SAINT PAUL; 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 Iine
of said Block 14, HOYT'S ADDITIQN TO SAINT PAUL and the point of beginning of the
pazcel to be described; thence south 55 degrees i l 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 Lot 3, BORUP'S ADDITION; thence North 37 degrees 03
minutes 48 seconds West, paxallel with said Northeasterly line of said Lots 3, 4, 5 and 6,
BORUP'S ADDITION, a distance of 229.21 feet thence North 67 degrees 55 minutes 26
seconds East a distance of 56.90 feet, to the 5outhwesterly line of said Block 14, HOYT'S
ADDITION TO SAINT PAUL; thence North 89 degrees OS minutes 19 seconds East a
distance of 330.92 feet to the Northeasterly line of said Block 14, HOYT'S ADDITION TO
SAINT PAUL; thence south 28 degrees 57 minutes 22 seconds East a distance of 72,2Q feet
to the point of beginning.
Together with an 11.00 foot wide easement for access over and across Lot 5, Block 14,
HOYT'S ADDITION TO SAINT PAUL, according to the recorded plat thereof, Ramsey
County, Minnesota, and vacated Sibiey Street abutting said Lot 5. The centerline of said
easement is described as commencing at the most Southerly corner 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 parallel with the Southeasterly line of said Block 14; thence
on an assumed bearing of South 55 degrees 11 minutes 12 seconds West, along said parallel
6247339v2
SCh A-3 Subordinstion Ageemen[
(D�strict Cooimg)
Q�'�f ��
line and its southwesterly extension, a distance of 14.86 feet to the point of beginning of the
centerline to be described; thence North 37 degrees 03 minutes 48 seconds West a distance
of 36.02 feet; thence North 52 degzees 56 minutes 12 seconds East a distance of 63.28 feet
to a line lying 98.00 feet northeasterly of and pazallel with the northeasterly line of Lot 3,
BORUP'S ADDITION, according to the recorded plot thereof, Ramsey County, Minnesota,
and said centerline there ternunating. The sidelines of said easement are to be proionged or
shortened to ternunate at said southwesterly extension of a line 33 feet Northwesterly of and
pazallel with the Southeasterly line of said Block 14.
Sch A-4 Submdma4wAgeemem
6247339v2 � �tin�'i
1900 Landmark Towers
345 St. Peter Street
SaintPaul, Minnesota
55702-7661
QORr
J�' 9
Q' a
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August 12, 2009
Ms. Cecile Bedor
Planning and Economic Development
25 West Fourth Street
Saint Paui, MN 55102
Re: District Heating and Cooling — 2009 Financings
Dear Cecile:
Tel: 657-224-5686
Fax: 657-223-5195
Toll Free: 800-328-8477
www.sppa.com
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As has been the practice in recent years, the Port Authority has been asked to issue
revenue bonds to finance and refinance some District Heating and Cooling projects. It
is necessary in connection with these financings for the City of Saint Paui to update the
Subordination Agreement that it has routinely granted for these financings.
I have attached a draft resolution for this purpose, including copies of the separate
District Heating and District Cooling Subordination Agreements. I would appreciate it if
you would see that this is processed for inclusion on the City's August 26, 2009 agenda.
Pete Klein of our office will follow up to see if you need any assistance in the green
sheet process. in the meantime, please feel free to call me if you have any questions or
comments.
Resp uliy yours,
. �
ouis F. Jamb is
President
LFJ:PMK:tkb
Attachment
cc: Peter Klein
Robert Geurs
Patty Lilledahl
Dave Gontarek
Todd Hurfey
44952.v25i73287v1