HomeMy WebLinkAboutFDP WTC_State Bank of Cherry - Subordination Agreement - 11.3.2025 Prepared by: State Bank of Cherry, 110 S. Main, Cherry, IL 61317 815-894-2345
Return to: State Bank of Cherry, 110 S. Main, P. O Box 189, Cherry, IL 61317
SUBORDINATION AGREEMENT
This SUBORDINATION AGREEMENT("Agreement")dated as of September 30, 2025
is executed by and between THE CITY OF WATERLOO, IOWA("Subordinating
Lender"), FDP WTC, L.L.C., an Iowa limited liability company ("Borrower') and
STATE BANK OF CHERRY, an Illinois state bank and its successors and/or assigns("State
Bank of Cherry").
Subordinating Lender is the owner and holder of a MORTGAGE dated January 15. 2016.
and recorded January 15, 2016, executed by Borrower in the principal amount of
$8,000,000.00 and recorded at the Recorder of Deeds of Black Hawk County, Iowa, as
Document Number 2016-00012510(the "Waterloo Mortgage"). In consideration of the
sum of two dollars and other good and valuable consideration the receipt of which is
hereby acknowledged, Subordinating Lender, hereby covenants and agrees to the
following:
The lien of said "Waterloo Mortgage" shall be and the same hereby is made subject
and subordinate to, with the same force and effect as if said Mortgage has been
executed, delivered, and recorded after: (i)a Mortgage to STATE BANK OF
CHERRY, given by Borrower, dated January 30, 2024, securing that certain
promissory note dated November 3, 2023, in the amount of $1,429,096.35 and
executed by MP Investment, LLC, recorded on January 30, 2024, in favor of STATE
BANK OF CHERRY, in the amount of$1,429,096.35, due on June 11, 2024, and to
be extended to November 1,2024 and(ii)a Mortgage to STATE BANK OF CHERRY.
given by Borrower, dated September 30, 2025, in the amount of $1.662,352.82,
securing that certain promissory note dated September 30, 2025, in the principal
amount of$1,662.352.82. . See attached Exhibit A — Legal for a description of the
land encumbered by the foregoing "State Bank of Cherry Mortgages". The loan
obligations secured by the State Bank of Cherry Mortgages are sometimes referred to
as the"State Bank of Cherry Loan Obligations."
If Subordinate Lender shall receive a default notice or otherwise acquires actual
knowledge of a default of the State Bank of Cherry Loan Obligations, or if
Subordinating Lender receives any other payment or distribution of any kind from
Borrower or from any other person in connection with Subordinating Lender's loan,
which Subordinating Lender is not permitted by this Agreement to retain for its own
account, Subordinating Lender shall notify State Bank of Cherry of Subordinating
Lender's receipt of such amounts, and unless State Bank of Cherry otherwise notifies
Subordinating Lender,such payment or other distribution will be received and held in
trust for State Bank of Cherry and unless State Bank of Cherry otherwise notifies
Subordinating Lender, will be promptly remitted, in kind, to State Bank of Cherry,
properly endorsed to State Bank of Cherry, to be applied to the principal of, interest
on and other amounts due under the State Bank of Cherry Loan Obligations in such
order and in such manner as State Bank of Cherry shall determine in its sole and
absolute discretion. Subordinating Lender hereby irrevocably designates, makes,
constitutes and appoints State Bank of Cherry (and all persons designated by State
Bank of Cherry) as Subordinating Lender's true and lawful attorney in fact in the
Subordinating Lender's name. place and stead, with full power of substitution, to i)
take any and all actions as are permitted in this Agreement, including the power to
endorse the name of Subordinating Lender upon any checks representing payments
referred to in this subsection, and ii) carry out any remedy provided for in this
Agreement. Subordinating Lender hereby acknowledges that the constitution and
appointment of such attorney-in-fact is coupled with an interest and is irrevocable.
Subordinating Lender agrees that during the term of this Agreement it will not
commence, or join with any other creditor in commencing any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings against or with
respect to Borrower, without State Bank of Cherry's prior written consent.
If a default occurs with respect to the obligations owed to Subordinating Lender,
Subordinating Lender agrees that it will not, without State Bank of Cherry's written
consent, commence foreclosure proceedings with respect to the Waterloo Mortgage,
or otherwise exercise any other rights or remedies that it may have under its loan
documents(including but not limited enforcing any"due on sale"provision,collecting
rents,or seeking appointment of a receiver).
Subordinating Lender shall not, without the prior written consent of State Bank of
Cherry take any action which has the effect of increasing the indebtedness under, or
secured by, the Subordinating Lender's loan documents, or which shall otherwise
amend, modify, increase, extend or renew the obligations owed by Borrower to
Subordinating Lender.
If, after the occurrence of a default under the State Bank of Cherry Loan Obligations.
State Bank of Cherry acquires title to the property securing the various mortgages
pursuant to a foreclosure, or a deed in lieu of foreclosure, the lien of Subordinating
Lender shall automatically terminate.
WITNESS the hand and seal of the undersigned this 30'h day of September, 2025
SUBORDINATING LENDER
THE CITY OF WATERLOO, IOWA
By: Dik.„.,
Its:
STATE OF IOWA
COUNTY OF )
I, the undersigned. a N �pP��u lic in d, fo sasaid county in the State aforesaid,
DO HEREBY CERTIFY that l,l ttf), ,{�T =personally known to me to be
the Manager of THE CITY OF WATERLOO, IOWA 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 he/she signed and delivered the foregoing
instrument pursuant to authority of said limited liability company,for the uses and purpose
therein set forth.
Given under my hand and Notarial Seal this % day of AjfiVOVtq'T2025
�PppAC S� BRITM C PENO.RKINS
COMMISSiON g45529 �.
"'"' * MY COMMISSION EXPIRES
* _ JANUARY 27,2026 Notary Sign.
Exhibit A- Legal
That portion of Lot One (1) of Techworks Addition, Waterloo, Iowa, Black Hawk County,
Iowa, described as follows:
Commencing at the Southeast corner of said Lot I; thence South 62°15'57" West on the
South line of said Lot I, a distance of 215.87 feet to the point of beginning; (the following
four courses are on said South line); thence continuing South 62°15'57" West 152.67 feet;
thence South 67°29'55" West, 76.84 feet; thence South 63°34'08" West, 20.45 feet to the
beginning of an 833.33 foot radius curve concave Northerly and having a long chord of
149.99 feet bearing South 68°43'54"West; thence Westerly on the arc of said curve, 150.20
feet; thence North 15°15'33" West, 165.58 feet; thence North 20°28'28" West, 29.17 feet;
thence South 68°55'29" West,44.61 feet;thence North 20°17'51" West,309.37 feet;thence
North 69°00'00" East, 588.00 feet;thence South 21°00'00"East,65.70 feet to the beginning
of a 142.82 foot radius chord concave Southerly and having a long chord of 91.58 feet
bearing South 87°35'27" East; thence Easterly on the arc of said curve 93.23 feet to an East
line of said Lot I and the beginning of a 261.64 foot radius curve concave Easterly and
having a long chord of 131.55 feet bearing South 4°27'38" West; thence Southerly on the
arc of said curve and on an East line of said Lot 1, a distance of 132.98 feet; thence South
59°48'31" West on an East line of said Lot 1, a distance of 20.27 feet; thence South
30°11'29" East on an East line of said Lot 1, a distance of 65.85 feet; thence South
59°33'58" West, 75.11 feet; thence South 49°46'02" West, 108.25 feet; thence South
18°14'11" East, 143.74 feet to the point of beginning.
Also described as Auditor's Parcel "F"according to Plat of Survey filed March 15, 2013 as
Doc. No. 2013-19092 and amended June 25, 2015 as Doc. No. 2015-21270.
Commonly known as: 250 Westfield Avenue, Waterloo, Iowa 50701