Subordination Agr
.'
SUBORDINATION AGREEMENT
TO:
Sunflower Bank, N.A.
2090 South Ohio
Salina, KS 67401
FROM:
City of Salina, Kansas
300 West Ash
Salina, KS 67401
This Subordination Agreement is being executed by the City of Salina, Kansas, ("City")
in favor of Sunflower Bank, N.A. ("Sunflower") this _ day of January, 1997.
Recitals
A. Sunflower has loaned and may in the future loan funds to Community Access
Television of Salina, Inc. ("CATS").
B. CATS has agreed to provide Sunflower with a security interest in all assets of
CATS, including but not limited to furniture, fixtures, machinery, equipment, etc., now owned
or hereafter acquired (the "Sunflower Collateral").
C. The City has on July 15,1993, filed a UCC-l financing statement in the office of
the Saline County Register of Deeds and has mailed an identical UCC-l financing statement for
filing in the office of the Kansas Secretary of State covering its security interest in all inventory,
equipment, furniture, and fixtures owned or hereafter acquired by CATS with funds provided by
the City, including any proceeds therefrom.
D. The City has agreed to subordinate any prior security interest or claim it may
have in the Sunflower Collateral to Sunflower to the extent provided in this Subordination
Agreement. On January 27, 1997, the Salina City Commission approved Resolution Number
97 -5109 authorizing the amendment to the City Contract to allow for the subordination and
authorizing the City Manager to execute any documents necessary to carry out the intent of the
amendment.
NOW, THEREFORE, in consideration of the premises and for other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the City and
Sunflower agree as follows:
1. Pursuant to K.S.A. 84-9-316 and other applicable law, the City hereby completely
and unconditionally subordinates to Sunflower all of its right, title, interest, and priority as a
lienholder and creditor in and to the Sunflower Collateral to the extent of the total outstanding
balance of principal and interest due on any loan or loans to CATS from Sunflower in an amount
(including principal, accrued interest, and costs) not to exceed $25,000 (the "Loaned Funds").
Sunflower agrees that no later than April 3, 2001, it shall review the status of the Loaned Funds
for the purpose of establishing a schedule of payments of principal and interest necessary to fully
repay the loan by no later than April 3, 2002. Any reasonable cost incurred by Sunflower in
"
.
protecting or liquidating the Sunflower Collateral shall not be regarded as an advance, but shall
be regarded as a cost to which this subordination shall apply.
2. The City, in the event of a default or bankruptcy by CATS, or upon termination
of the contract between the City and CATS dated March 23, 1992, and extended by agreement
dated January 27, 1997, (the "City Contract"), will reasonably cooperate with Sunflower in
Sunflower's exercise of its legal rights as a secured creditor. This subordination shall survive
the termination or non-renewal of the City Contract, including any transfer of title of Sunflower
Collateral to the City.
3. In the event of default by CATS in any of the covenants or conditions of the City
Contract, the City will give written notice thereof to Sunflower prior to exercising any rights or
remedies on account of such default.
4. The City will execute any and all other documents reasonably necessary to effect
the intent of this Subordination Agreement.
5. The Subordination Agreement executed by the City in favor of Sunflower Bank
dated July 15, 1993, is hereby released.
6. The covenants and promises herein shall extend to the successors and assigns of
Sunflower and the City.
IN WITNESS WHEREOF, this Agreement has been duly executed the year and date first
above written.
CITY OF SALINA, KANSAS
By:
Dennis M. Kissinger, City Manager
ATTEST:
Judy D. Long, City Clerk
SUNFLOWER BANK, N.A.
By:
William E. Mowery, Vice President
-2-
.~
STATE OF KANSAS, COUNTY OF SALINE, ss:
On this _ day of , 1997, before me a notary public in and for said
state, personally appeared Dennis M. Kissinger, City Manager, and Judy D. Long, City Clerk, of
the City of Salina, Kansas, known to me to be the persons who executed the within
Subordination Agreement on behalf of the City of Salina, Kansas, and acknowledged to me that
they executed the same for the purposes therein stated.
Notary Public
STATE OF KANSAS, COUNTY OF SALINE, ss:
On this _ day of , 1997, before me a notary public in and for said
state, personally appeared William E. Mowery, Vice President, of Sunflower Bank, N.A., known
to me to be the person who executed the within Subordination Agreement on behalf of
Sunflower Bank, N.A., and acknowledged to me that he executed the same for the purposes
therein stated.
Notary Public
-3-