Res 2015-33 Amendment to Disbursing Agreement
Resolution No. 2015-33 Page 8
FIRST AMENDMENT TO DISBURSING AGREEMENT
THIS FIRST AMENDMENT TO DISBURSING AGREEMENT (this “Amendment”) is
GRACE HIGH
made and entered into as of the ___ day of __________, 2015 between
SCHOOL D/B/A TOTINO-GRACE HIGH SCHOOL,
a Minnesota nonprofit corporation (the
NORTH AMERICAN BANKING COMPANY LAND
“Borrower”), (the “Lender”), and
TITLE, INC.
(the “Disbursing Agent”).
RECITALS:
A.The City of Fridley, Minnesota (the “Issuer”) has heretofore issued its
$6,500,000 Educational Facilities Revenue Note, Series 2014 (Totino-Grace High School
Project) (the “Note”), pursuant to a resolution of its City Council adopted on March 10, 2014
(the “Resolution”); and
B.The Issuer and the Borrower have heretofore entered into a Loan
Agreement dated as of April 10, 2014 (the “Original Loan Agreement”) whereby, among other
things, the Borrower agreed to pay the principal and interest and premium due on the Note and to
undertake certain improvements to the School Facilities (as defined in the Original Loan
Agreement); and
C.The Lender purchased the Note and, except for certain reserved rights,
the interest of the Issuer in the Original Loan Agreement was pledged and assigned to the Lender
pursuant to a Pledge Agreement dated as of April 10, 2014 (the “Pledge Agreement”); and
D. The Borrower, the Lender, and the Disbursing Agent have heretofore
entered into a Disbursing Agreement dated as of April 10, 2014 (the “Original Disbursing
Agreement”) governing the process for disbursing the proceeds of the Note; and
E. The Borrower has requested that certain provisions related to the
completion of the improvements to the School Facilities be amended; and
F.The Issuer and the Borrower, with the consent of the Lender, have
agreed to enter into a First Amendment to Loan Agreement (the “Loan Agreement Amendment”
and, with the Original Loan Agreement, the “Loan Agreement”) to facilitate the amendments
requested by the Borrower; and
G. Section 5.2 of the Original Disbursing Agreement permits it to be
amended by a writing signed by the parties thereto; and
H. The parties hereto wish to amend the Original Disbursing Agreement; and
G. The Original Disbursing Agreement, as amended by this Amendment, is
hereafter defined as the “Disbursing Agreement.”
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NOW, THEREFORE, in consideration of $1.00 and other good and valuable
consideration and the premises contained herein, the parties hereto agree as follows:
1.Defined Terms. The definition of “Completion Date” in Section 1.1 of the
Original Disbursing Agreement is hereby amended to delete the reference to “October 10, 2015”
and replace it with “October 10, 2016.”
2.Disbursement of Funds by Disbursing Agent. Section 4.2 of the Original
Disbursing Agreement is hereby amended to delete the reference to “October 10, 2015” and
replace it with “October 10, 2016.”
3.Binding Effect. This Amendment shall inure to the benefit of and shall be
binding upon the Borrower, the Lender, and the Disbursing Agent, and their respective
successors and assigns.
4.Invalidity. In the event any provisions of this Amendment shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof.
5.Counterparts. This Amendment may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
6.Full Force and Effect. Except as herein amended, all other terms and
provisions of the Original Disbursing Agreement as originally executed shall remain in full force
and effect.
[Signature pages follow.]
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IN WITNESS WHEREOF
, the Borrower, the Lender, and the Disbursing Agent have
caused this First Amendment to Disbursing Agreement to be executed by their duly authorized
officers as of the date and year first above written.
GRACE HIGH SCHOOL D/B/A TOTINO-
GRACE HIGH SCHOOL
By ____________________________________
Its _________________________________
Signature page to First Amendment to Disbursing Agreement
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NORTH AMERICAN BANKING COMPANY,
as Lender
By ____________________________________
Its _________________________________
Signature page to First Amendment to Disbursing Agreement
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LAND TITLE, INC., as Disbursing Agent
By ____________________________________
Its _________________________________
Signature page to First Amendment to Disbursing Agreement
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