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HomeMy WebLinkAboutSelf-Help Federal Credit Union, Self-Help Ventures FUnd, Central Propety Holdings, LLC - Subordination Agreement - 6/20/2022SUBORDINATION AGREEMENT This Subordination Agreement (this "Agreement") is made as of June 20, 2022, by the CITY OF WATERLOO, IOWA ("Subordinate Lienholder"), SELF-HELP FEDERAL CREDIT UNION, a credit union chartered under the laws of the United States ("Self -Help Federal"), SELF-HELP VENTURES FUND, a North Carolina nonprofit corporation ("SHVF," and together with Self -Help Federal, "Self - Help"), and CENTRAL PROPERTY HOLDINGS, LLC, an Iowa limited liability company ("Owner"). RECITALS: A. Subordinate Lienholder is the owner and holder of a Mortgage (the "Subordinate Lienholder Lien") encumbering real property situated in the County of Black Hawk, State of Iowa, with an address of 225 Franklin Street, Waterloo, Iowa 50703, as described in more detail on Exhibit A (the "Property"). The Subordinate Lienholder Lien is dated August 23, 2017, and was recorded August 30, 2017, as Document No. 2018-03785 with the Black Hawk County, Iowa Recorder's Office. B. Owner has executed, or is about to execute, each of the following (collectively, the "Self -Help Mortgages"): (i) Construction Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Loan 1A) in favor of Self -Help Federal, securing a loan from Self -Help Federal to Owner in the original principal amount of $2,700,000 ("Loan IA"); (ii) Construction Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Loan 1B) in favor of Self -Help Federal, securing a loan from Self -Help Federal to Owner in the original principal amount of $1,210,000 ("Loan 1B"); (iii) Construction Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Loan IC) in favor of SHVF, securing a loan from SHVF to Owner in the original principal amount of $680,000 ("Loan 1C"); and (iv) Construction Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Loan 2A) in favor of Self -Help Federal, securing a loan from Self -Help Federal to All In Grocers, LLC, an affiliate of Owner, in the original principal amount of [$908,250] ("Loan 2A"). Loan 1A, Loan 1B, Loan 1C, and Loan 2A are collectively called the "Self -Help Loan." The Self -Help Mortgages will be recorded concurrently with this Agreement. 1 C. It is a condition precedent to Self -Help making the Self -Help Loan that the liens of the Self - Help Mortgages shall unconditionally be and remain at all times liens or charges upon the Property prior and superior to the lien or charge of the Subordinate Lienholder Lien. D. It is to the mutual benefit of the parties that Self -Help make the Self -Help Loan to Owner, and Subordinate Lienholder is willing that the Self -Help Mortgages shall, when recorded, constitute liens or charges upon the Property which are unconditionally prior and superior to the lien or charge of the Subordinate Lienholder's Lien. COVENANTS: In consideration of the mutual benefits accruing to the parties hereto, and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Self -Help to make the loan above referred to, it is hereby declared, understood and agreed as follows: 1. Subordination. a. Subordinate Lienholder hereby subordinates the Subordinate Lienholder Lien to the liens of the Self -Help Mortgages. The Self -Help Mortgages securing the Self -Help Loan, and any renewals or extensions thereof, shall unconditionally be and remain at all times liens or charges on the Property prior and superior to the Subordinate Lienholder Lien. b. So long as any portion of the Self -Help Loan shall remain outstanding, Owner shall not make, and Subordinated Lienholder shall not accept, any payment on the obligations secured by Subordinated Lienholder Lien unless (i) such payment or other transfer is permitted by the terms of the Self -Help Loan Documents, and (ii) no Default or Event of Default (as defined in the Self -Help Loan Documents) exists and is continuing under any Self -Help Loan document, either before or after giving effect to such payment. Upon request from Subordinated Lienholder, Self -Help shall certify to Subordinated Lienholder in writing whether a Default of Event of Default under any of the Self -Help Loan Documents has occurred. c. So long as any portion of the Self -Help Loan shall remain outstanding, Subordinated Lienholder shall not, without the prior written consent of Self -Help: (i) take any action against the Owner in connection with any foreclosure on collateral, if any, or any equivalent, similar, or related action seeking to enforce any remedies against any collateral, including without limitation, the Property, (ii) commence or join in the commencement of a proceeding against the Owner under any bankruptcy, insolvency, liquidation, reorganization or other similar law, or (iii) demand, accept or obtain any lien on any asset of the Borrower, other than as already in effect as of the date of this Agreement. 2. Necessary Condition. Self -Help would not make the Self -Help Loan without this Agreement. 3. Entire Agreement. This Agreement shall be the whole and only agreement among all of these parties hereto with regard to the subordination of the lien or charge of Subordinate Lienholder's Lien to the liens or charges of the Self -Help Mortgages, and shall supersede and cancel any prior agreements as to such, or any, subordination. that: 4. Subordinate Lienholder Consent. Subordinate Lienholder declares, agrees and acknowledges 2 a. Subordinate Lienholder intentionally and unconditionally waives, relinquishes and subordinates the lien or charge of the Subordinate Lienholder's Lien in favor of the liens or charges upon the Property of the Self -Help Mortgages, and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, Self -Help is making specific loans and advances to Owner, which Owner would not make or enter into but for said reliance upon this waiver, relinquishment and subordination. b. Subordinate Lienholder will not sell, assign, pledge, encumber or otherwise dispose of the obligations of Owner to Subordinate Lienholder that are secured by the Subordinate Lienholder Lien unless such sale, assignment, pledge, encumbrance or disposition is made expressly subject to this Agreement. 5. Modifications to Self -Help Loan. Any holder of the Self -Help Loan may at any time, and from time to time, without the consent of or notice to the Subordinate Lienholder, without incurring liability to the Subordinate Lienholder, and without impairing or releasing the obligations of the Subordinate Lienholder under this Agreement: (a) change the manner or place of payment or change the time of payment of or renew or alter the Self -Help Loan, or amend in any other manner any Self -Help Loan document; (b) exercise or refrain from exercising any rights against the Owner or any other person; (c) apply any sums by whomsoever paid or howsoever realized to the Self -Help Loan and/or any amounts due under any Self - Help Loan document, in such manner as such holder may determine or as may be required by the terms of the Self -Help Loan documents, and (d) otherwise modify, amend, renew, refinance, extend or restate the terms of the Self -Help Loan. 6. Notices. Except as otherwise expressly provided herein, all communications hereunder shall be deemed effective (a) when delivered by hand, (b) the business day following the day on which the same has been delivered prepaid or under invoice arrangement to a reputable national overnight air courier service, or (c) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address set forth below, or at such other address as such party may specify by written notice to the other parties hereto. Notices shall be addressed as follows: If to the Subordinate Lienholder: City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attention: Community Planning & Development Director with a copy to: City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attention: City Attorney If to Self -Help Federal: with a copy to: Self -Help Federal Credit Union 301 West Main Street Durham, NC 27701 Attention: Commercial Loan Operations Self -Help Federal Credit Union 301 West Main Street Durham, NC 27701 Attention: General Counsel 3 If to SHVF: with a copy to: If to Owner: Self -Help Ventures Fund 301 West Main Street Durham, NC 27701 Attention: Commercial Loan Operations Self -Help Ventures Fund 301 West Main Street Durham, NC 27701 Attention: General Counsel Central Property Holdings, LLC 105 Arrowhead Ridge Road Denver, IA 50622 Attn: Rodney Anderson 7. Governing Law. This Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Iowa. 8. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic means shall be as effective as an original and shall constitute a representation that an original will be delivered promptly upon request. [remainder of page intentionally left blank] 4 IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement pursuant to authority duly given, as of the date first above written. SUBORDINATE LIENHOLDER: CITY OF WATERLOO, IOWA By: 0 - �1 Quentin Hart, Mayor STATE OF IOWA ) SS. COUNTY OF BLACK HAWK ) I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that Quentin Hart, as Mayor of the City of Waterloo, Iowa, appeared before me this day in person and acknowledged that he or she signed and delivered such instrument as his or her free and voluntary act, and as his or her free and voluntary act and deed, for the `uses and purposes therein set forth. Given under my hand and official seal, this? 1 day of JLtfi1c, , 2022- NANCY HIGBY COMMISSION NO.788229 MY COOMSSION pCPIRES1 My Commission Expires: 2.l3 /2oZy Signature page — City Subordination Agreement — Central Property Holdings [Counterpart signature page] SELF-HELP FEDERAL: SELF-HELP FEDERAL CREDIT UNION By: Name: Title: STATE OF NORTH CAROLINA COUNTY OF I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that , personally known to me to be the of Self -Help Federal Credit Union, a credit union chartered under the laws of the United States, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that, pursuant to authority duly given by said corporation, he or she signed and delivered the instrument as such of said credit union, as his or her free and voluntary act, and as the free voluntary act of said credit union for the uses and purposes therein set forth. Given under my hand and official seal, this _ day of , 2022. Notary Public Commission expires Signature page — City Subordination Agreement — Central Property Holdings [Counterpart signature page] SHVF: SELF-HELP VENTURES FUND By: Name: Title: STATE OF NORTH CAROLINA COUNTY OF I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that , personally known to me to be the of Self -Help Ventures Fund, a North Carolina nonprofit corporation, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that, pursuant to authority duly given by said corporation, he or she signed and delivered the instrument as such of said corporation, as his or her free and voluntary act, and as the free voluntary act of said corporation for the uses and purposes therein set forth. Given under my hand and official seal, this _ day of , 2022. Notary Public Commission expires Signature page — City Subordination Agreement — Central Property Holdings [Counterpart signature page] OWNER: CENTRAL PROPERTY HOLDINGS, LLC By: Name: Title: STATE OF IOWA ) ) SS. COUNTY OF ) I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that appeared before me this day in person and acknowledged that he or she signed and delivered such instrument as his or her free and voluntary act, and as his or her free and voluntary act and deed, for the uses and purposes therein set forth. Given under my hand and official seal, this day of , 20 . Notary Public My Commission Expires: Signature page — City Subordination Agreement — Central Property Holdings EXHIBIT A LEGAL DESCRIPTION Parcel 1: Lots 2 and 3 in Waterloo Rx First & Franklin Subdivision in the City of Waterloo, Black Hawk County, Iowa. Parcel 2: Lots 17 and 18, Block 64, The Cooley Addition to Waterloo, Black Hawk County, Iowa, and that part of the 20 foot alley as platted in Block 64 of Cooley Addition lying Southeasterly of a Southwesterly extension of the Northwesterly line of Lot 17 of Block 64 of Cooley Addition and lying Northwesterly of a Southwesterly extension of the Southeasterly line of Lot 18 of Block 64 of Cooley Addition, all in the City of Waterloo, Black Hawk County, Iowa. DRAFT 6/22/22 Preparer Information: Dave Shumannfang Self -Help Federal Credit Union 301 W. Main Street Durham, NC 27701 Telephone 919-956-4428 Return Document To: Dave Shumannfang Self -Help Federal Credit Union 301 W. Main Street Durham, NC 27701 Telephone 919-956-4428 Parties: SUBORDINATION AGREEMENT Recorder's Cover Sheet Central Property Holdings, LLC City of Waterloo, Iowa Self -Help Federal Credit Union Self -Help Ventures Fund Legal Description: See attached SUBORDINATION AGREEMENT This Subordination Agreement (this "Agreement") is made as of June _, 2022, by the CITY OF WATERLOO, IOWA ("Subordinate Lienholder"), SELF-HELP FEDERAL CREDIT UNION, a credit union chartered under the laws of the United States ("Self -Help Federal"), SELF-HELP VENTURES FUND, a North Carolina nonprofit corporation ("SHVF," and together with Self -Help Federal, "Self - Help"), and CENTRAL PROPERTY HOLDINGS, LLC, an Iowa limited liability company ("Owner"). RECITALS: A. Subordinate Lienholder is the owner and holder of a Mortgage (the "Subordinate Lienholder Lien") encumbering real property situated in the County of Black Hawk, State of Iowa, with an address of 225 Franklin Street, Waterloo, Iowa 50703, as described in more detail on Exhibit A (the "Property"). The Subordinate Lienholder Lien is dated August 23, 2017, and was recorded August 30, 2017, as Document No. 2018-03785 with the Black Hawk County, Iowa Recorder's Office. B. Owner has executed, or is about to execute, each of the following (collectively, the "Self -Help Mortgages"): (i) Construction Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Loan 1A) in favor of Self -Help Federal, securing a loan from Self -Help Federal to Owner in the original principal amount of $2,700,000 ("Loan lA"); (ii) Construction Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Loan 1 B) in favor of Self -Help Federal, securing a loan from Self -Help Federal to Owner in the original principal amount of$1,210,000 ("Loan 1.B"); (iii) Construction Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Loan 1 C) in favor of SHVF, securing a loan from SHVF to Owner in the original principal amount of $680,000 ("Loan l C"); and (iv) Construction Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Loan 2A) in favor of Self -Help Federal, securing a loan from Self -Help Federal to All in Grocers, LLC, an affiliate of Owner, in the original principal amount of $639,300 ("Loan 2A"). Loan 1A, Loan 1B, Loan IC, and Loan 2A are collectively called the "Self -Help Loan.." The Self -Help Mortgages will be recorded concurrently with this Agreement. C. It is a condition precedent to Self -Help making the Self -Help Loan that the liens of the Self - Help Mortgages shall unconditionally be and remain at all times liens or charges upon the Property prior and superior to the lien or charge of the Subordinate Lienholder Lien. D. it is to the mutual benefit of the parties that Self -Help make the Self -Help Loan to Owner, and Subordinate Lienholder is willing that the Self -Help Mortgages shall, when recorded, constitute liens or charges upon the Property which are unconditionally prior and superior to the lien or charge of the Subordinate Lienholder's Lien. COVENANTS: In consideration of the mutual benefits accruing to the parties hereto, and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Self -Help to make the loan above referred to, it is hereby declared, understood and agreed as follows: 1. Subordination. a. Subordinate Lienholder hereby subordinates the Subordinate Lienholder Lien to the liens of the Self -Help Mortgages. The Self -Help Mortgages securing the Self -Help Loan, and any renewals or extensions thereof, shall unconditionally be and remain at all times liens or charges on the Property prior and superior to the Subordinate Lienholder Lien. b. So long as any portion of the Self -Help Loan shall remain outstanding, Owner shall not make, and Subordinated Lienholder shall not accept, any payment on the obligations secured by Subordinated Lienholder Lien unless (i) such payment or other transfer is permitted by the terms of the Self -Help Loan Documents, and (ii) no Default or Event of Default (as defined in the Self -Help Loan Documents) exists and is continuing under any Self -Help Loan document, either before or after giving effect to such payment. Upon request from Subordinated Lienholder, Self -Help shall certify to Subordinated Lienholder in writing whether a Default of Event of Default under any of the Self -Help Loan Documents has occurred. c. So long as any portion of the Self -Help Loan shall remain outstanding, Subordinated Lienholder shall not, without the prior written consent of Self -Help: (i) take any action against the Owner in connection with any foreclosure on collateral, if any, or any equivalent, similar, or related action seeking to enforce any remedies against any collateral, including without limitation, the Property, (ii) commence or join in the commencement of a proceeding against the Owner under any bankruptcy, insolvency, liquidation, reorganization or other similar law, or (iii) demand, accept or obtain any lien on any asset of the Borrower, other than as already in effect as of the date of this Agreement. 2. Necessary Condition. Self -Help would not make the Self -Help Loan without this Agreement. 3. Entire Agreement. This Agreement shall be the whole and only agreement among all of these parties hereto with regard to the subordination of the lien or charge of Subordinate Lienholder's Lien to the liens or charges of the Self -Help Mortgages, and shall supersede and cancel any prior agreements as to such, or any, subordination. that: 4. Subordinate Lienholder Consent. Subordinate Lienholder declares, agrees and acknowledges a. Subordinate Lienholder intentionally and unconditionally waives, relinquishes and subordinates the lien or charge of the Subordinate Lienholder's Lien in favor of the liens or charges upon the Property of the Self -Help Mortgages, and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, Self -Help is making specific loans and advances to Owner, which Owner would not make or enter into but for said reliance upon this waiver, relinquishment and subordination. 3 b. Subordinate Lienholder will not sell, assign, pledge, encumber or otherwise dispose of the obligations of Owner to Subordinate Lienholder that are secured by the Subordinate Lienholder Lien unless such sale, assignment, pledge, encumbrance or disposition is made expressly subject to this Agreement. 5. Modifications to Self -Help Loan. Any holder of the Self -Help Loan may at any time, and from time to time, without the consent of or notice to the Subordinate Lienholder, without incurring liability to the Subordinate Lienholder, and without impairing or releasing the obligations of the Subordinate Lienholder under this Agreement: (a) change the manner or place of payment or change the time of payment of or renew or alter the Self -Help Loan, or amend in any other manner any Self -Help Loan document; (b) exercise or refrain from exercising any rights against the Owner or any other person; (c) apply any sums by whomsoever paid or howsoever realized to the Self -Help Loan and/or any amounts due under any Self - Help Loan document, in such manner as such holder may determine or as may be required by the terms of the Self -Help Loan documents, and (d) otherwise modify, amend, renew, refinance, extend or restate the terms of the Self -Help Loan. 6. Notices. Except as otherwise expressly provided herein, all communications hereunder shall be deemed effective (a) when delivered by hand, (b) the business day following the day on which the same has been delivered prepaid or under invoice arrangement to a reputable national overnight air courier service, or (c) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address set forth below, or at such other address as such party may specify by written notice to the other parties hereto. Notices shall be addressed as follows: If to the Subordinate Lienholder: with a copy to: If to Self -Help Federal: with a copy to: If to SHVF: City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attention: Community Planning & Development Director City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Attention: City Attorney Self -Help Federal Credit Union 301 West Main Street Durham, NC 27701 Attention: Commercial Loan Operations Self -Help Federal Credit Union 301 West Main Street Durham. NC 27701 Attention: General Counsel Self -Help Ventures Fund 301 West Main Street Durham. NC 27701 Attention: Commercial Loan Operations with a copy to: Self -Help Ventures Fund 4 If to Owner: 301 West Main Street Durham, NC 27701 Attention: General Counsel Central Property Holdings, LLC 105 Arrowhead Ridge Road Denver, IA 50622 Attn: Rodney Anderson 7. Governing Law. This Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Iowa. 8. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic means shall be as effective as an original and shall constitute a representation that an original will be delivered promptly upon request. [remainder of page intentionally left blank] 5 IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement pursuant to authority duly given, as of the date first above written. SUBORDINATE LIENHOLDER: CITY OF WATERLOO, IOWA By: Quentin Hart, Mayor STATE OF IOWA COUNTY OF BLACK HAWK ) ) SS. I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that Quentin Hart, as Mayor of the City of Waterloo, Iowa, appeared before me this day in person and acknowledged that he or she signed and delivered such instrument as his or her free and voluntary act, and as his or her free and voluntary act and deed, for the uses and purposes therein set forth. Given under my hand and official seal, this st 1 day of 4]i.e_.ttc, , 20 22- NANCY HIGBY COMMISSION NO.788229 MY COmMLWGNE 1-e12ES My Commission Expires: 2 / .3 / 2-0 2-1/41 Signature page — City Subordination Agreement — Central Property Holdings [Counterpart signature page] SELF-HELP FEDERAL: SELF-HELP FEDERAL CREDIT UNION Name: sS c.c1 ['gyp..\ Title: STATE OF NORTH CAROLINA COUNTY OF Li2�A I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that W\, personally known to me to be the 11 >, ca.of Self -Help Federal Credit Union, a credit union chartered under the laws of the United States, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that, pursuan to authorit duly given by said corporation, he or she signed and delivered the instrument as such \het � .. of said credit union, as his or her free and voluntary act, and as the free voluntary act of said credit union for the uses and purposes therein set forth. Given under my hand and official seal, this 11 day of � , 2022. Commission expires Notary Dub llc o; tl Signature page — City Subordination Agreement — Central Property Holdings [Counterpart signature page] SHVF: SELF-HELP VENTURES FUND By: Name: IN11 i t.4-‘ no—e\ Title: V L csk._ STATE OF NORTH CAROLINA COUNTY OF Cr\ I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that 4I+11: e , personally known to me to be the V ► cA.. Q -,e5 ,c&.,---� of Self -Help Ventures Fund, a North Carolina nonprofit corporation, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that, pursuant to authority duly given by said corporation, he or she signed and delivered the instrument as such .ci of said corporation, as his or her free and voluntary act, and as the free voluntary act of said corporation for the uses and purposes therein set forth. Given under my hand and official seal, this (i day of , 2022. Notary Public Commission expires 1 I �b ati Signature page — City Subordination Agreement —Central Property Holdings 0 0111Iilll4, \,y Aube ....r,�s� rr •r j . (t4ot.,,\ ■ • G• jOob I l o f eyb ,Countl. ,0�� /lIII11 [Counterpart signature page] OWNER: CENTRAL PROPERTY HOLDINGS, LLC By: Name: Title: STATE OF IOWA COUNTY OF Vouat. Ato„ ) SS. I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that ¶ TYappeared before me this day in person and acknowledged that he or she signed and delivered such instrument as his or her free and voluntary act, and as his or her Free and voluntary act and deed, for the uses and purposes therein set forth. Given under nay hand and official seal, this l..Tlay of . 20 LZ Notary Public My Commission xpires: ERIC W JOHNSON COMMISSION NO. 725372 MY COMMISSION EXPIRES NOVEMBER 4, 2024 Si!naturc page—Cit\ Subordination Agreement —Central Property I-loldings EXHIBIT A LEGAL DESCRIPTION Parcel 1: Lots 2 and 3 in Waterloo Rx First & Franklin Subdivision in the City of Waterloo, Black Hawk County, Iowa. Parcel 2: Lots 17 and 18, Block 64, The Cooley Addition to Waterloo, Black Hawk County, Iowa, and that part of the 20 foot alley as platted in Block 64 of Cooley Addition lying Southeasterly of a Southwesterly extension of the Northwesterly line of Lot 17 of Block 64 of Cooley Addition and lying Northwesterly of a Southwesterly extension of the Southeasterly line of Lot 18 of Block 64 of Cooley Addition, all in the City of Waterloo, Black Hawk County, Iowa.