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HomeMy WebLinkAboutResolutions of board ~~Q~MAR 10 '95 04'24PM 514 939 1422 93,10,1995 11153 P.2 P. 3 MRR 10 '95 12'50PM I I ~ RBSOLUTIONS pr BOARD OF DIR~RS Al'ID SHAREHOLDRRS WJlS~E!i\S, Mobilia, Lid. a Dl!ilaware eorporation (horelnafler retCrred to as the "CorpoI'BLion") I proposes to pur4hasc from Zaldan HOldin&s, Ino. certain real property and the improvements there(ln (hereinaflcr referred to as the "Propmy") located in the City of Columbia Heiahts. County of Anoka, State of Mlnnespla lInd more particularly described on 2xh1b.11.A hereto: and ; I ',I,'lIai-.";".It, ._IJ ,.~__I.__..' 11.- .__,.__1, .LtI L. _ .:JJ-llJA ~~I1. n_ulou. I a.....'.' hllll..' ZaMan Holdlng~. Inc. and the Corporation (the "P~ Agreement") which shall provide, among other thlnes, 'lh. followlne: (a) .(b) (0) Zaldan Holdings, Inc. skall assign to the Corporation ils right to receive a deed to the P;ropcrlY from the Housing and Redevelopment Authority in and for the City of Columbia "eights, Minnesota (the "BRA") pursuant to that certain Purchase and Property Tax A.grccment dated November 23, 1994 by and between Zaidan Holdings. Inc. and the HRA' , t I~ considoration for the right to receiyc said deed, the Corporation shall make the ~lIowing payments to the HRA on behalf of Zaldan Holdings, Inc, (]) The approximately $362,000 down payment required under the above-referenced Purchase and property Tax Agreement; (2) The approximately 5250,000 principal payments together with accrued Interest dosoribed In paragraph (0) of the Promissory Note attached as Exhibit B to the Purchase and Property Tax Agreement; Abu in consideration for the rl&ht to receive said deed to the Property I the COrporation Shatl assume the Obligations of Zaldan Holdings, Inc. under that certain promissory note ~Ied November 23, 199~ In the orlslnal principal amou!)t of $1.133,458.00 eltccuted by Idan Holdings, inc. in favor of 5079'6 Alberta Ltd. and the Corporation shan cxecute nd deliver to 5079.56 Alberta Ltd. a mortaage encumbering the Property to secure said ,Chi; I 1 FRO~~IAR 10 '95 04:24P11 514 939 1422 .3.1..1~~5 11:54 P.3 P. 4 MAR 1121 '95 12:SIiJPM (d) Also in consideration for the right to receive said deed to the Property, the corporation s~a\l oxecule and deliver to Amerioan Bank, Lake COUIlll'}' State Bank and Tracy State B$.nk II mortgage encumbering the Property 10 secure zaidan Holdings, Inc. 's obligations 10' said banks under Its promissory note daled as of the date of closing of tho sale of said P~operly in the original principal amount of $160,000. WHB~Ei\S, 10 finance the pun:haso of the Property and to finance other development needs at the Property. the C:orporation proposes to borrow from Northeast State Bank, a Minnesota corporation (hereinafter I'(lfcrl'(l(110 as the "Lender"), a loan (hereinafter referred to as the "Loan") in the principal sum of :$7OOM'OO La be secured by a mortgage lien upon the PropertYi and WHBREt-S, 10 evidence and secure the Loan, the Corporation proposes to execute and deltvor the follpwlng i~trllments (hereinafter COllectively referred to as the "LOan Documents"); (a) ^ Morlgage Promissory Note in tbe prlnclpal sum of $700,000.00 payable to tho order or l.ender; (b) ..\ C'.omblnation Morl~e, Security A&reement and Plxture Financing Statement creating _: lion upon the Propert)' to Lender as Mortgagee; .(0) ~n Assignment of Leases and Rents assigning to Lender tho Interest of Corporation In , ~c Leases and Rents referenced therein: (d) ~lnal1cing Statements perfecting a security Interest in furniture, fixtures, equipment and 4ther property. tangible and Intangible, forming part of the Property: , (0) to Term lAan and Security AgreeMent; copiea of whic~ have been presented to the Board of Directors and Shareholders of this Corporation: and 2 FRO~MAR 10 '95 04:25PM 514 939 1422 83.18.1995 11154 P.4 P. S MAR 10 '95 12'50PM WHB~EAS, Tho Board of Directors and Shareholders of this Corporation have determined that it will be in t~o ~est interests of this Corporation for the Corporation to purchase the Property and to borrow the LQ81'\. RESOLVBD, that these resolutions are enacte4 by the Board of D/rectors and Shareholders of this Corporation on their behalf and on behalf of the Corporation. llURTH$R RESOLVBD, that the Corporation shall purchase the Property from Zaidan Holdings, Ino. as ~espri~c4 above and :shall borrow the Loan to be evidenced and secured by the Loan Documents, PURtH*R RESOLVBD, that Gordon Awsumb be and is hereby appointed as Assistant Secretary of this CorporatIon, and that position in this Corporation be hereby oreated such that the person holding , tho position of "ss/slant Secretary may execute documents and sii" checks on behalf of thls Corporation . as the President:of this Corporation may from time to time authorize, provided, however, the AsslRtant Secretary sh~l1 /lot he an officer of this Corporation. FUktHtiR RESOLVED, that Gordon Awsumb, the Assistant Secretary of the COrpOration. shall be and Is au~horiud, empowered and directed In the name of and on behalf of this Corporation, to elCec\ltA!. acknow,ledgll and deliver the Purchase AgrNlllent, the Loan Documents, the mottSBSe in favor of the liRA. thq mnrlgage in ravor of Americana Bank, Tracy State Bank and Lake Counuy State Bank, the mOrl883t i~ favor of 507956 Alberla Ltd., and each of them, and luch other documents III are . . . necessary to effectuale the transactions desoribed In this Resolution, with such changes therein as may be ~PUlbl~ t(l such porson, as conclusively evidenced by his execution thereof. FUR'rItBR RESOLVED, that said Assistant Secretary of the Corporation shall be and is hereby authorized, ~n~wered and dlrectOO to do and perform each and every aot and execute any and all documents and'in"ruments in the name of this corporation 8S may be necessary or desirable to enable ! l ' 3 FRO~MAR 10 '95 04:26PM 514 939 1422 03.19.199' Ii'" P.5 p. I; MAR 10 '95 lZ150PM this Corporation ;to purchase the Properly, to borrow the Loan and to carry out the purport and intent of th. fOTeaoUti'Resolutions. and such person is further authorized, empowered and directed to open and operate bank 8.c(:ounts on behalf of the Corpol'l\t1on, slcn checks, make deposits and withdrawals in the ordinaf)' cQurse of the Corporation's business, 'and to conduct such other banking and commercial transacUons ~ are nooessary 10 operate the Corporation I s business with respect to the Property. Maroh;IO. ~~ Date ........;...:' - /J ~4~ :.:-~.< ,,,ltlv""'? / " /-- ",..... - ,.,." Renee Zaldan, Sole Shar~oldlir MA!'cll _0. l~~ Date ~ Date 100) 4 , , , .*",EMr>*..