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HomeMy WebLinkAboutR03-Economic Development Agency o o o QEVELOPMENT DEPARTMEN9 OF THE CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY REOUEST FOR COMMlSSION/COUNCILACTlON FROM KENNETH J. HENDERSON Executive Director SUBJECT: REDEVELOPMENT AGENCY LINE OFCREDlT DATE: September26,l994 Svnoosis of Previous CommissloulCounclllCommlttee ActlonCs): On April 4, 1994, the Community Development Commission authorized the entering into negotiations with First Interstate Bank of California to establish a certain line of credit. Recommended MotionCs): CCommuoltv Develooment Commission) MOTION: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA APPROVING OF A CERTAIN LINE OF CREDIT WITH FIRST INTERSTATE BANK OF CALIFORNIA AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH ~ ~a",--~bIf ~ TIlJ. BEND RSON I Executive Dlreetor Contact Person(s): Kenneth 1. HendersoolMike Trout Phone: 5081 Project Area(s): All Supporting Data Attached: StaffR"!'ort. Ward(s): Seven (7) FUNDING REQUIREMENTS: Amount: $ N/A Source: N/A Budget Authority: N/A ------------------------------------------------------------------------------------------------------------------------ CommissioulCouncil Notes: -------------------------------------~--------------------------------------------------------------------------- KJH:lag:09-O 1-07.cdc COMMISSION MEETING AGENDA MEETING DATE: 10103/1994 Agenda Item Number: 3 o o o o 0 DEVELOPMENT DEPARTMENT ECONOMIC DEVELOPMENT AGENCY STAFF REPORT RedeveloDment A2encv Line of Credit On April 4, 1994, the Community Development Commission approved the renewal of a certain line of credit with Wells Fargo Bank and approved the negotiated terms as submitted by First Interstate Bank to give the Agency access to a second line of credit. Staffhad negotiated the following terms and conditions: Facilities: Up to $10,000,000.00 secured revolving line of credit Expiration: One (1) year from execution of documents. Renewable: Yes Repayment Schedule: Interest only monthly, principal due upon maturity. Interest Rate: Borrower to have the following interest rate options: A. Bank's prime rate less 0.625% (As of August 31,1994, Prime Rate was 7.758) B. Advances based on a rate of interest (LmOR) quoted by the Bank (the "agreed rate"), fixed for up to 180 days. Minimum advances of $500,000.00 and increments of$100,000.00 thereafter (rate as of August 31,1994 for a 30-day advance was 4.88%) Security: Investment placement with First Interstate Bank. Certificates of Deposit are at 100"10 security for line, other investments are at market value. The attached Resolution allows staff to execute the documents as previously negotiated with First Interstate Bank. Staff recommends adoption of the attached resolution. ({ I." , ro ~"/~Is~ ?-to /~ KENNETH J. HENDERSON, Executive Director Development Department -------------------------------------------------------------------------------------------.---------------------- KJH:1ag:09-0 1-07 .cdc COMMISSION MEETING AGENDA MEETING DATE: 10/03/1994 Agenda Item Number: .3 o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o o o o RESOLUTION NO. RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING OF A CERTAIN LINE OF CREDIT WITH FIRST INTERSTATE BANK OF CALIFORNIA AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") is a public body corporate and politic, organized and existing under and pursuant to the laws of the State of California; and WHEREAS, the Agency determined the need to enter into a credit relationship with First Interstate Bank and on April 4, 1994, authorized staff to enter into negotiations to establish a Line of Credit (the "Line of Credit"); and WHEREAS, the Agency has final documents containing the terms and conditions of the Line of Credit and desires to provide for the execution of said documents at this time. NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The Recitals hereinabove are true and correct and are incorporated herein by this reference. I I I -1- 3 1- o o o o o 1 Section 2. The Agency is hereby authorized ..~ 2 establish a Line of Credit with First Interstate Bank of 3 California up to $10,000,000.00 and to pledge securities as 4 collateral therefor. 5 6 Section 3. The Agency Administrator, Acting 7 Executive Director, Secretary and other Agency officials as may 8 be authorized by the Chairman or Agency Administrator are 9 authorized to execute any and all documents required in 10 connection with the Line of Credit and the pledge of securities 11 in the forms on file with the Acting Secretary of the Agency and 12 as may be amended upon the recommendation of counsel to the 13 Agency and approved by the Acting Executive Director. 14 III 15 I I I 16 I I I 17 I I I 18 I I I 19 I I I 20 I I I 21 I I I 22 III 23 III 24 III 25 III 26 I I I 27 I I I 28 III -2- 3 o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o o o o RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CIT~ ~ SAN BERNARDINO, CALIFORNIA, APPROVING OF A CERTAIN LINE OF CREDIT WITH FIRST INTERSTATE BANK OF CALIFORNIA AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH Section 4. The findings and determinations herein shall be final and conclusive. This Resolution shall take effect upon the date of its adoption. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a meeting thereof, held on the day of 1994, by the following vote, to wit: Commission Members: AYES NAYS ABSTAIN ABSENT NEGRETE CURLIN HERNANDEZ OBERHELMAN DEVLIN POPE-LUDLAM MILLER Secretary day of The foregoing resolution is hereby approved this , 1994. Approved as to form and legal content: By: ,\/!:,,/tf( \ I."l~ Agency CQ,nsel Tom Minor, Chairman Community Development Commission of the City of San Bernardino SBEO\OOOl\OOC\1019 -3- .3 o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o o o o STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO ss CITY OF SAN BERNARDINO I, Secretary of the Community Development Commission of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached copy of Community Development Commission of the City of San Bernardino Resolution No. is a full, true and correct copy of that now on file in this office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Community Development Commission of the City of San Bernardino this day of , 1994. Secretary of the Community Development Commission of the City of San Bernardino 3 o o r,; First f'....:I. Interstate Bank Flrsllnlerslale Bank of California Inland Empire Commercial Center 3750 University Avenue Riverside, CA 92501 909 782-2608 o . August 19, 1994 Kenneth 1. Henderson Executive Director Redevelopment Agency of the City of San Bernardino 201 North E Street Third Floor San Bernardino, CA 92401-1507 Dear Mr. Henderson: o First Interstate Bank of California ("Bank") is pleased to approve the following credit arrangement to the Redevelopment Agency of the City of San Bernardino ("Borrower"). TERMS AND CONDITIONS: Borrower: Redevelopment Agency of the City of San Bernardino. Facilities: $10,000,000 secured revolving line of credit. Puroose: To provide funding for special projects for the Agency. Exoiration: August 18, 1995. Repayment Schedule: Interest only payable monthly, principal due upon maturity. Interest Rate: Borrower to have the following interest rate options: A) Bank's prime rate less 0.625%. o B) Advances based on a rate of interest quoted by the Bank (the "Agreed Rate"), fixed for up to 180 days. Minimum advances of$500,OOO.00 and in increments ofSl00,OOO.00 thereafter (Rate as of 8-19-94 for a 30 day advance was 6.0625%). IVe go the e.\.tra mile for you. .n .J Redevelopment Agency~ City of San Bernardino August 19, 1994 Page 2 o o ~ None. Compensating Balances: None. Collateral: All advances under the line of credit to be secured by marketable securities acceptable to bank and held in Bank's possession. Advance rates on collateral are as follows: Collateral Tvoe Loan to Value o U. S. Government Securities Initial Advance Rate to be 90% on securities with maturities of 18 months and less. Initial Advance Rate to be 85% on securities with maturities of more than 18 months and up to 5 years. Corporate Bonds Initial Advance Rate depends on the issuer. In general, 75% on bonds with an S&P rating of AAA & AA, 70% on A rated bonds and 65% on BBB & Baa rated bonds. At the time the Initial Advance Rate is established on securities, a Maintenance Rate will also be established, which rate will be 10% higher than the Initial Advance Rate (i.e. 100% on U.S. Government securities with maturities of 18 months and less.) lfthe loan to value ratio on the collateral exceeds the Maintenance Rates established, Borrower is to reduce the loan to value to the Initial Advance Rate by either pledging additional, acceptable collateral or by a cash principal pay down, or a combination of both. Borrower may also secure the loan with Bank certificates of deposit. The loan to value will be 100% for First Interstate Bank certificates of deposit. Other Conditions: I. Borrower to provide Bank with annual, CPA-audited financial statements, with an unqualified opinion, within 120 days of fiscal year end. 2. Borrower to provide Bank with a signed opinion letter from the attorney for the Redevelopment Agency of the City of San Bernardino, satisfactory to Bank, acknowledging that the Agency is duly formed, validly existing, and has the authority to enter into the transaction, borrow, pledge collateral, and that the terms and conditions of the subject facility comply with the bylaws of the Redevelopment Agency of the City of San Bernardino. o g o o o Redevelopment ~the City of San Bernardino August 19,1994 Page 3 o 3. Borrower to provide a copy of minutes reflecting a Resolution adopted by the City of San Bernardino City Counselor Board of the Redevelopment Agency authorizing the subject credit fiu:ility and the tenus and conditions of the credit filcility. The Resolution shall also state the individuals of the Redevelopment Agency of the City of San Bernardino authorized to execute First Interstate Bank documents related to the credit fiIcility. This commitment letter is provided to you solely for the purposes described herein and may not be disclosed to, or relied upon by, any other party without the prior written consent of First Interstate. All tenus set forth in any note, guarantee, security agreement or other document executed in connection with the fiIcilities provided herein or therein shall be in full force and effect. Any breach of the terms of this letter agreement shall constitute a breach of any note or other agreement executed in connection herewith, and shall entitle First Interstate to tenninate this filcility andlor make demand for immediate payment in full of all obligations owed First Interstate, notwithstanding any terms to the contrary set forth in such documents. If the preceding is satisfilctory, please indicate your acceptance of this agreement by executing the acceptance portion of this letter and returning it to Bank by August 31, 1994. Thank you for this opportunity to be of service to you and your Agency. We highly value our relationship with the Redevelopment Agency of the City of San Bernardino and look forward to future opportunities to assist you. Sincerely, FIRST INTERSTATE BANK OF CALIFORNIA CZt!fI-- Richard Madsen Vice President Assistant Vice President Agreed to and accepted this day of . 1994. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO /.... BY;~ I~> ....._~. . Title: BY: Title: .3 ~ F"1ISf "...:I. Interstate Bar/< o REVOLVING CREDIT NOTEO (Prime, CD, Agreed & L1S0 Rates) C $ 10.000.000.00 AUGUST 19. 1994 RIVERSIDE. CALIFORNIA ?,f;1":,E ~JIRI9JeRflE OPTIONS CONTAINED IN THIS NOTE, THE FOLLOWING ARE AVAIlABLE TO THE BORROWER: On AUGUS:r 18$ 1995 (the 'Maturity Date'), for value received, the undersigned (incfntiduallv and collectively, the 'Borrowe('I, JOintly and severaJlY, herebY promise to pay to the order of ARST INTERSTATE BANI< OF CAUFORNIA (the 'Bank') at its ~RT!!:L _!!~~.!!..:. ~ - at :1?~~TV1P.RRT'I'Y AVJl:N1JR RTVRRgTnR. ~A 42507 , the principal amount of TEN MILLION AND ~ . Dollars ($ ] 0 .000. oo::cr.O\!lthe 'Revolving nt'). or so much thereof as shall be outstanding on said date. If at any time the amount outStanamg urIS Note shall eXceed the Revolving Commitment, the Borrower shaIllmmedi~ repay the Loans in an amount sufficient to reduce the OUlSIanding baJance hereunder to an amount not In excess of the Revolving Commitment. Any such repayment shall first be applied against OUlSIanding Prime Rate loans. The Bank agrees, on the terms and conditions set forth herein, to make loans to the Borrower from time to time during the period from the date hereof to and Including the Maturity Date In an aggregate amount not to exoeed the Revolving Commitment. A loan consisting of (a) a CD Rate loan or a UBO Rate loan with an InterllSl Period of more than one year shall be In a minimum amount of One Million Dollars ($1,ooo,ooo), (b) a CD Rate loan or a UBO Rate loan with an Interest Period of one year or less shall be In a minimum amount of FIVe Hundred ThoUsaild Dollars ($500,ooo) and (c) an Agreed Rate loan shall be In a minimum amount of Fwe Hundred Thousand Dollars ($500,ooo), or, In each case, an Integral multiple of One Hundred thousand Dollars ($100,ooo) above such applicable amount. InterllSl on the unpald principal baJance sliall aocrue from the date of this Note as set forth herein. Prior to maturity and provided there Is no default hereunder, the Borrower may borrow, repay and reborrow hereunder so long as the aggregate amount of advances does not exoeed, after taking into conskIeration any proposed loan, the Revolving Commitment. The following capltaflZed terms are defined as set forth below: . 'Agreed Rate': A rate per annum quoted by the Bank on the date of the loan and agreed to by the Borrower. .Agreed Rate loans': loans hereunder at such time as the aecuring interest is bas8i:t upon an Agreed Rate. 'Assessment Rate': For any loan period, the net annual assessment rate estimated by the Bank to be in effect on the date of the loan and payable by It to the Federal Deposit Insurance Corporation or any successor iFDIC'), for the FDIC's insuring time deposits made In dollars at offices of the Bank in the United States. 'Base Rate' W4h respect to each Interest Period pertaining to CD Rate loans, the rate of Interest determined by the Bank to be the prevailing rate per annum (rounded upward to the nearest 1/100 of 1%) bid at the time the Bank quotes the rate to the Borrower on the first day of such Interest Period, by at least one certificate of deposit dealer of recognized standing selected by the Bank for the purchase Oat face value from the Bank of Its certificates of deposit in an amount equal to or comparable to the CD Rate loan to which such Interest Period applies and having a maturity equal to or comparable to such IMerest Period. 'Business Day': A day other than a Saturday, Sunday or any day on which commercial banks in Calffomia are authorized or required by law to close. 'CO Rate': A rate per annum equal to the following: Base Rate + AssessmeM Rate 1.00 - Reserve Percentage ; provided that, with respect to CD Rate loans in an amount less than One Million Dollars ($1,000,000), the rate per annum shall be the rate quoted by the Bank's central money desk to the Bank's lending office. 'CO Rate loans': loans hereunder at such time as the accruing interest is based upon the CD Rate. 'Imerest Payment Date": (a) As to any Prime Rate loan, the Maturity Date and the LAST day of each month . commencing on the first of such days to occur after a Prime Rate loan is made or CD Rate loans, Agreed Rate loans or UBO Rate loans are converted to Prime Rate loans, (b) as to any CD Rate loan, Agreed Rate loan or UBO Rate loanwnh an Interest Period of 30 daysor KIA month(s), as the case may be, or less, the last day of such Interest Period and the Mat~7A Date, and (c) as to any CD Rate loan, Agreed Rate loan or lIBO Rate loan with an Interest Period in excess of 30 days or month(s), as the case may be, (Q the lAST day of each mnn+h following the beginning of such Interest Period, (ii) the last day of such Interest Period and (iii) the Maturity Date. 'Interest Period': W4h respect to any Prime Rate loan, each day; With respect to any CD Rate loan: {ij initially, the period commencing on, as the case may be, the borrowing or conversion date with respect to such CD Rate loan and ending 30 KIA days thereafter, as selected by the Borrower in Its notice of borrowing or Its notice of conversion, as provided hereafter; and (iQ thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such CD Rate loan and endin!13O HI A days thereafter, as selected by the Borrower in Its notice of continuation as provided hereafter, wnh respect to any Agreed Rate loan: {Q Initially, the period commencing on , as the case may be, the borrowing or conversion date with respect to such Agreed Rate loan and ending on a date selected by the Borrower in Its notice of borrowing or Its notice of conversion, as provided hereafter, and agreed to by the Bank; and (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Agreed Rate loan and ending on a date selected by the Borrower in Its notice of continuation, as provided hereafter, and agreed to by the Bank; O With respect to any UBO Rate loan: . (Q innially, the period commencing on , as the case may be, the borrowing or conversion date with respect to such lIBO Rate loan and ending one H IA month(s) thereafter as selected by the Borrower in Its notice of borrowing or Its notice of conversion, as provided hereafter, and (iQ thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such lIBO Rate loan and endIng one N I A month(s) thereafter as sel!'cted by the Borrower in its notice of continuation as provided hereafter; lII:f provided, that all of the foregoing provisions relating to Interest Periods are subject to the following: -....I Both principal and interest on this ~are payable in lawful currency of the Un~edaes of America without dedudion for or on account of any present or future taxe ies or other charges levied or imposed on Note. The Borrower will pay the amounts necc:essary such that the gross amount rincipal and interest received by the Bank shal be less than that required under this Nole. All stamp and documentary taxes shall be paid by the Borrower. If, notwithstanding the foregoing, the Bank pays any such tax, the Borrower will reimburse the Bank ueon demand for the amount so paid. Any of the following shall constitute an event of defau~ under this Note whether committed by or against the Borrower, any enaorser or any guarantor: o Ban~) The nonpayment when due of principal or i: ,terest under this Note or any other obligation of any nature or description owed to the (bl The dissolution or termination of ~ business or the death of any individual who is a Borrower, endorser or guarantor; .lc The filing of any petition in bankruptcy or the commencement of any proceeding under bankruptcy, insolvency or other laws retalillQ to the relief of debtors, or the readjustment of any indebtedness, e~her through reorganization, compos~ion, extension or otherwase; i The making of an assignment for the benefit of cred~ors; e) The appointment of a receiver of any property; f) Any seIZure, vesting of rights of or intervention by or under any authority of any govemment; g) The entry of a judgment which, in the Bank's opinion, materially impairs the abil~ of any such party to meet ~ obligations to the Ban '. (h) The failure to furnish any financiaJ information upon the request of the Bank; '# (0 Any material misrepr_ntation to the Bank in obtaining cred~ or the breach of any agreement with the Bank arising from or in connedion with ~ extension of credit; or (j) The i~1OO of any proceeding for which forfe~ure of any property is a potential pen~. Upon the oocurrence of any event set forth in Ie) above, this Note and any other obligation owed to the Bank by the Borrower shall beoome due and payable in full and the RevolVIng Comm~ent shall terminate. At any time after the oocurrence of any other event of defau~ set forth above . this Note and any other oblillation owed to the Bank by the Borrower may, at the Bank's discretion, beoome immediately due and payable In full and the Bank may Immediately terminate the Revolving Comm~nt. If this Note is placed in the hands of an attorney for colledion, the Borrower, each endorser and each guarantor agrees to pay all costs and expenses of the Bank, including reasonable attorneys' fees whether or not a su~ is brought "Reasonable attorneys' fees" shall include reasonable attorneys' fees and allocated costs of in-house counsel incurred in any and all judicial, bankruptcy and other proceedings (including appellate level proceedings) whether such proceedinl1s arise before or after entry Of a final judgment .' . The Borrower, each endorser and each guarantor hereunder hereby W81ves diligence, presentment, demand, protest and notice of r ' any kind whatsoever. The right to plead any and all statutes of lim~ation as a defense to this Note or to any agreement to pay the same, is hereby expressly waived by such parties to the fullest extent permitted by law. Add~ionally, such parties consent to the acceptance, SUbst~lon, non-judicial foreclosure and/or release of any collateral securing this Note, whether now existing or hereafter acquired, wi~hout in any way affeding such party's Iiabil~ to the Bank, irrespective of any elled on reimbursement, subrogation or contribution rights or recoveries. If this Note is at anytime secured by a Deed of Trust, the Deed ofTrust provides in part as follows: If the Trustor shall sell, conveyor alienate said property or any part thereof, or any interest therein, or shall be divested of t~le, or any interest therein, in any manner or way, whether voluntary or involuntary, any indebtedness or obligation secured hereby, irrespective of the matur~ dates O expressed in any note evidencing the same, at the option of the holder hereof, and w~hout demand or notice, shall immediately become due and payable. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CAliFORNIA. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO Name of Borrower (~ : . Signature Signature ?n1 'NnvTR' II! fl:TRRR; rrR'TRn Il'T nn'll Address Signature fl:BW _RR'NBRnTWn ~a Q?4n1 Signature o -4- 3 I. o o o o o ADDENDUM TO REVOLVING CREDIT NOTE . (prime, CD, Agreed & USO Rates) This Addendum to Revolving Credit Note is attached to and made a part of that certain REVOLVING CREDIT N01E (prime, CD, Agreed & USO Rates) dated August 19. 1994 , ("Note") to which it is' attached, and such Note is hereby amended as follows: 1. Subsection (a) of the second full paragraph on Page 4 of the Note is hereby deleted In its entirety and the following substituted therefore: "(a) The nonpayment when due of principal or Interest under this Note or nonperfonnance of any other obligation of any nature or description owed to the Bank, and such nonpayment or nonperfonnance continues for ten (10) days after Bank gives notice to Borrower of such nonpayment or nonperfonnance;" . 2. The first sentence of the fourth full paragraph on Page 4 of the Note is hereby deleted in its entirety and the following substituted therefore: "Borrower, each endorser and each guarantor hereunder hereby waives diligence, presentment, demand, protest and, except as expressly set forth above, notice of any kind whatsoever.' This Addendum to RevoMng Credit Note is executed and dated as of the date of the Note to which it is attached. , ,i .J - o LOAN DISBURSEMENT INSTRUCTIONS 0 o TO: FIRST INTERSTATE BANK OF CAUFORNIA DATE fTOTAL AMCllJI<T OF lllIW AUGUS~ 19, 1994 s 10,000,000.00 We hereby instruct you to disburse the proceeds of this loan as LOAN NUMBER llOSCOUNT own below. S ISSUE CASHlER'SOtECK(SJ AS FOU.OWS: : REVOLVING LINE OF CREDI~ ro BE ADVANCED UPON CUSroMER'S REQUES~. is 10,000,000.00 .............................................................................................................................................................1....................................... is ................................................................................................................................-.......................................t........................................... j. ....._....................un..............................................nn................................................................................r....................................... Loan Fee is CREDIT ACCOUNT OF: iYPE'OF.~Tc;iiiCREi:iTED'............!~NUMBER....................:OFFii.....................................................1 jlg. CHECICING 0 SAVINGS ix i it " . PAY BAlANCE OF EXISTING LOAN ~EXIST1NG LOAN NUMBER S PAYLtENT AIJTHOAlZS) BY REDEVELOP~ AGENCY OF THE CITY OF SAN BERNARDINO Name oI8orTower o o CR-304 6/81 III First Interstate Bank J STATEOFCAUFORN~ STATE OF CALIFORNIA UNIFORM COMMERCIAL CODE-FINANCING STATEMENT-FOR~C-l (REV. 09/93) . ~ORTANT-R..d Instruction. on back before IIlIlnV form FIRST INTERSTATE BANK OF CAUFORNIA This Rnanclng Statement is presented for filln~ will remaln effective, with certain exceptions, for five years from the date of flllng, pursuant to Section 9403 of the California Uniform Commercial Code. 1A. SOCIAL SECUATY OR FEDERAL TAX NO. 1. DEBTOR (LAST NAME RRST-F AM INCXVIDlIA4 REDEVELOPNEJlT AGENCY OF THE CITY OF SAN BERNARDINO rJ' -~ ,'C,,::.STAlE 2. ADOI11ONAL. DEBTOR CIF ANY) CLAST NAME RRST-F >>l1N0IVIDUAI.I 95-3669891 110. Z1Pcooe .... I"'UM 2A. SOCIAL SECURI1Y OR FEDERAL TAX NO. 211. ........ AllOAESS 120. CITY, STATE 120. ZP lXXlE 3A.. FEOEFW. TAX NUMBER :I. DEllTCA'S 1lWlE.......s OR srtU!S (IF AM') 4. SECUAED PARrY NAME FIRST IJlTERSTATB IIANlt OF CALIFORNIA _AllOAESS 37,50 UNIVERSITY AVEIIUB CITY RIVERSIDB STAlE CA .fA. SOCIAL SECUFITY NO.. FEDeJW. TAX NO. . OR BANK1lY.NSIT MOA.S.A. NO. ZPlXXlE 92507 16-21/1220 5. ASSIGNEE OF SECUAED PARrY fF AM') ....... MAIUNCJ AllOAESS CrTY STAlE ZIP cooe 6. This ANANClNG STATEMENT Is _ for a period of five yen from the date of filing and will lapse upon the expiration of the fiw.year period unless a continuation statement Is filed prior III the lapse. and covers the following types or Items of property (Include deacrlptlon of real property on which located and owner of record when requlred by InatrucUon 4): H HCUfIly lor and In _ 0181 prssent and any future __ 0< Olhet' 00llgaU0ns deblo< hereby grants Rrsllnt....... Bank 01 Call1omla a 1OCUltIy_ In aD 01 tho following Iypeo 0< Ilems 0I_1n Which tho _.- haS 0< I1ereofter acquires any right. tIlIe. 0< In,...... 0< rigl1ls prosenI and lul..... __ Ioc:aIed and Whether In the p-;Tti1flOn Of the debtor, a warehouseman, bailee. tnJstee or any other person, and all Increases. therein and repI8cements. and proceecIS - SA. SOCIALSECUFITY NO..FEDEfW. TAXNO. OR BANK mANSIT AND UA, NO. SECURITIES IHVES~ AND/OR CUSTODY ACCOtlNT NUMBER 108341 IN TIlE NAME OF REDEVELOPMENT AGENCY OF TIlE CITY OF SAN BERNARDINO MAINTAINED WITH FIRST INTERSTATE BANlt OF CALIFORNIA AND/OR STANDARD CHARTERED BANlt AND ALL CONTENTS THEREOF, WBETIIER NOW EXISTING OR BEREAFTER ACQUIRED, INCLtlOING, WITHOOT LIMITATION, ALL RELATED GENEllAL o INTANGIBLES CERTIFICATED AND UNCERTIFICATED SEctlRITY AND CASH, AND ALL PROCEEDS THEREOF. 7. CHECl< 00 7"- G] PFOOUCTS OF COIJ.ATERAL 7B. OESTOR(S) SIGNATURE NOT RECUlRED IN ACCORDANCE WITH INSTRUCTION!5 ~ rrey: F oU'PUCAlllE AlE ALSO CXlVelED 0(1) 0(2) 0(3) 0(4) 6.CHECK 00 o DEBTOR IS A -mANSMITTING UT1UlY" IN ACCOAOANCE: WITH UCC I 810!5 (11 (n). THIS FINANCING STATEMENT IS VAUD UN11.. A F oU'PUCAlllE TERMINATION STATEMENT IS FII.EO. S- DAlE: 08/19/94 C 10, THIS SPACE FOR USE OF AUNG OFFICER 0 (DATE. nME. ALE NUMBER X 0 AND FlUNG OFFICER) S1GNA'lUREiSI OF DESTOAiSI mna ~"NATUAEISl OF 0EBT0R1Sl mTlE1 E REDEVELOPNEJlT AGENCY OF THE CITY OF 1 SAN BERNARDINO "iSI TYPE OR PRINT NAME(S} OF 0EST0F1 2 3 S1GNATURE(SI OF SECUAED PARTY(IESJ 4 FIRST INTERSTATB IIANlt OF CALIFORNIA 5 'TYPE OR PAINT NAME(S} OF SECURED PARTY~ESI 6 ., 11. RETURN COP\' TO: 7 NAME I I 8 ADDRESS FIRST INTERSTATE BANlt OF CALIFORNIA OrE P.O. BOX 3666, TERMINAL ANNEX 9 . B10-6, LOS ANGELES, CA 90051 0 ZIP CODE L1974 ~ CCII ~) Filing Officer FO~C.1 .J M$-336O (R _ 09/93) COPY-Acknowledg~ bymeS~~ofS'ote STATE OF CAUFORNIA STATE OF CALIFORNIA UNIFORM CO~RCIAl CODE-FINANCING STATEMENT-FORM ~1 (REV. 09/93) I TANT-Read Instructions on back belore filling .....,J"m FIRST INTERSTATE IIAllK OF CAUFORHIA This Rnancing Statement Is presented for filing an will remain effective, with certain exceptions, for five years from the date of filing, pursuant to Section 9403 01 the California Uniform Commercial Code. 1. DEBTOR f.M;fNAMEFIRST~AHINDM0UA4 1A. SOClAlSECURllYORFEDEAAL TAXHO. DBVEI.OPNEIIT AGENCY OF TIlE CITY OF SlIJi' BERNARDINO 95-3669891 MAlLJNGADDRESS 1C. aTY,STAlE 10. ZPoooe 2. ADOmONAI. DEIIICR (II' AH'f) \lAST NAME FIAST'" AN",1lMllUALl 2A. SOCIAL SECURITY OR FEDERAL TAX NO. 2B. MAD..ING ADOFIESS 20. aTY, STATE 2D. Z1I' COOE 3. CEllTCR"S 1IWlE NAMES OR SI'/U!S IF AH'f) 3A. FEDEFW. TAX NUMBER .. SECURED PARTY NAME FIRST IHTERSTAD BlIJi'1t OF CALIFORNIA MAIUNCIADORESS 3750 UJl'IVERSITY AVEIIUl!: crrv RIVERSIDB STATE CA 5. ASSlClNEE OF """"""" PARTY /IF AH'f) NAME MAIJNCI ADORESS crrv 4A. 80ClAL SECUFnY NO.. FEDERAL TAX NO. . OR 8ANK1RANSIT MOA.8..A. NO. Z1I'COOE 92507 16-21/1220 SA. SOCIAl. SECUFI1Y NO.. FEDERAL TAX NO. OR BANK1RANSIT AND A.8.A. NO. STATE Z1I'COOE .. This FINANCING STATEMENT Is _lor a period of five ~... from the date of filing and will lapse upon the expiration of the ~ar period unle.. s oontinuation statement is filed prior to the lap... and oovera the following types or items of property ~ncIude deacrlpllon of real property on which located and owner of _ when required by Instruction 4)' As securtlyfor _In oonskleraUon '" elf _ _ any Munt ~ or OCher ob/lgeIlona debtor hereby grants Rrst _ Bonk '" Call1omla a securIIy ~ In elf '" Ihe IoIIowtng Iypea or lema '" _In wNchlhe debtor.- hU or _or ecqUllOS any rig"" _. or Interesl, or righla _-rue..... __ lOCeled _ whether In the pos....1on ollhe debtor. a -. bailee. Inlsl.. or any 0Uler peISOI1. _ elf Inc:nwes. Ihenlln _18plaeemenIs. _ __ - SEctJlUTIES INVES'lMENT =/OR ctJSTODY ACCOUNT NOMBEll 108341 IN THE NllME OF REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO MAINTAINED WJ:TB FIRST INTERSTATE BANK OF CALlFOllNIA =/OR STANDARD CHARTERED BANK = ALL CONTENTS TBEU:OF, WlIETBER NOW ,..,pI STING OR BEREAFTER ACQOlRED, INCLUDING, WJ:TBOOT LIMITATION, ALL RELATED GENERAL ~NTANGmLES CERTIFICATED = UJl'CERTIFICATED SEctJRITY = CASH, = ALL PROCEEDS TBEU:OF. 7. CHECK 00 71>- GJ PA:JOUCTS OF 00lJ.ATERAI.. 78. DEBTOR($) SlGNAnJRE NOT REQUIRED IN AC:CXJFIOANCE WITH INSTRUC1lON 5 c-I ITEM: IF APPLJC:.<SU; ARE ALSO COVERED 0(1) 0(2) 0(3) 0(4) 8.CHECK 00 o DEBTOAISA-n:lANSMrmNGunl.l'1'rINACCORCANCEWlTHUCC 18105 (11 (n). THIS FINANCING STATEMENTISVAUOUNT1.A IF APPLJC:.<SU; TEFlMlNA110N STAlEMENT IS FILED. 9. DATE: 08/19/94 C 10. THIS SPACE FOR USE OF RUNG OFFICER 0 (DATE, TIME. FILE NUMBER t. 0 AND RUNG OFFICER) S1GNATUAElS) OF DEllTOA(S) mna S1GNATURElSl OF DE9TOR(SI mna E REDEVELOPMENT AGENCY OF TIlE CITY OF 1 SlIJi' BERNARDINO 'TYPE OR PRINT NAU~ OF DEBTOR(S) 2 3 Sl3NATUFIE(S) OF SEOJREOPARTY~ES) 4 FIRST INTERSTATE BlIJi'1t OF CALIFORNIA 5 lYPE OR PRINT NAME{S) OF SECURED PAR1Y(tES) 6 1'. RETURNCOPYTO: 7 NAME I I 8 QRESS FIRST INTERSTATE BlIJi'1t OF CALIFORNIA P.O. BOX 3666, TERMINAL lIJi'NEX 9 TE BI0-6, LOS lIJi'GELES, CA 90051 0 ZIP CODE L1974 ~ CCII ..5 ~) Filing Officer FO~CC-' COPY-Acknowledg~ byUMS~~o'Smm MS.3360 (R . 09/931 I. STATE OF CAlIFORNIA , STAD OF CALIFORNIA . UNIFORM COMMERCIAl CODE.FINANCING STATEMENT-FORM UCC-l (REV. 09/93) "RTANT-Road In.tructlon. on back belore "11In9('"\lorm FIRST INTERSTATE BANK OF CAUFORHIA This Financing Statement ta presented for filing ~ will remain effective, with certain exceptions, for ~ars from the date of filing, pursuant to Seeton 9403 01 tho California Uniform Commercial Code. 1. 0ESlDR (l.A8l"NAME,...,.-lFAHINOMOUAIj REDEVELOPMENT AGENCY OF TIlE CITY OF SAH BERNARDINO QMAlIJNGAlXlAESlI .. .. 2. """"""",,CEIITCA ,. AHYl (lASf NAME FIRST" ANINOMDUAQ 1A. SOCIAL seCUFITY OR FECSW. 7'M'HC. 95-3669891 11C. OTY. STATE I ~..v po. ZIP CODE ~. I "~'~1 2A. SOCIAL SEO.JAtTY OR FEDEfW. TAX NO. 2B. ........ AlXlAESlI 120. aTY, STATE 120. ZPCOOE 3A. FEDERAL TAXNtAtBER 3. 1lElITOfnl11WlE NAMES OR STYLES /!IF AHYl .. SECURED PARTY NAME FIUT IHTBRSTAD BAHlt OF CALIFORNIA ........AlXlRE8& 3750 UNIVERSITY AVEIIUB COY JlI1lEKSIDB STATE CA 4A. SOCIAl. sect.RTY NO.. FBlERAL TAX NO. OR BANKTRAHSIT NID A.B.A. NO. ZPCOOE 92507 16-21/1220 5. ASSIGNEE OF aa::u<ED PN<rY "AHYl NAME ........ AlXlAESlI crrv STAlE ZIP cooe 8. Thi. AN1lNCING STATEMENT Is oIIoctlvo for a period 01 five ~ars 110m tho date 01 filing and will lapse upon tho .xpiration oIth. "_ar period unl... a continuation stalomenlls filed prior 10 the 1apIo, and covera tho following typos or items 01 property (Include doocrlptlon 01 real property on which located and __ 01 reoord when required by Inotructlon 4): J>a socurtly lor and In.....-.an 01" present ancl any Iul"", _ er _ obllgaUons delXer IlOfol>y grants R...I_ Bank 01 CalWcmla a socurUy__ In all 01 tho IoIlowJng typso er noma 0I_1n WhICh Iho _ now hao er he_or acqulroo any right, litle, er lnt-. er r1gI1fs _ and lulu"" __ 1Oc:aI0Cl and _In tho POO_1on CI tho dobler, a warohousoman, balloo, Inlst.. er any _ pofIOfl, and alllncroasoo, _n and ropIOComenIs, _ _ - ~ SOCIALSECUmY NO..FEDEIW. TAXNO. OR BAHt( 1'RANSlT IN:J A..S.A. NO. SECORI'.rIES DlVES'DG:NT AJ:lD/OR CUSTODY ACCOUNT NtJMBER 108341 IN THE NAME OF REDEVELOPMENT AGENCY OF THE CITY OF SAH BERNARDINO MAINTAINED WITIl FIRST INTERSTATE BANK OF CALIFORNIA AJ:lD/OR STAJ:lDARD CHARTERED BANK AJ:lD ALL CONTENTS THEREOF, WllETHER NOW OEXISTING OR BEREAFTER ACQtJI:EtED, INCLtlDING, WITIlOtJ'l' LIMITATION, ALL RELATED GENERAL INTANGIBLES CERTIFICATED AJ:lD tlNCERTIFICATED SECORITY AJ:lD CASH. AND ALL PROCEEDS THEREOF. 7. CHECK 00 GJ 78. DEBTOR(SJ S1GNAlUAE NOT REQUiReD IN ACCOAOANCE wmt INSTRUCTION 5 (III rTEM: 710. PROOUCTS OF CXlll.ATERAL F APPlJCASU; ARE ALSO COIIERED 0(1) 0(2) o (3) 0(4) 8.CHECl< 00 o oesTORIS A--rRANSMITIlNGunuT'rINACCORCANCEwrrnucc1 9105 (1) (nl. THIS FINANCING STATeMENT lSVAUD UNTllA F APPlJCASU; lEAMlNA110N STATEMENT IS FILED. 9. DATE: 08/19/94 C 10. THIS SPACE FOR USE OF RUNG OFFICER ,>( 0 (DATE. TIME. FILE NUMBER 0 AND FILING OFFICER) "SlGNA'TUAEcst OF DEBTOR(SI mn.a SlGNAllJRElSI OF DEBTORISI /TITtB E REDEVELOPMENT AGENCY OF TBE CITY OF 1 SAN BEIlHAltDnlO '1YPE OR PRlNT1rlAME(B)OFDEBTOA(St 2 3 SlGNA'T1JRE(S) OF SECURED PARTY~ESI 4 FIRST IHTBRSTAD BAHlt OF CALIFORNIA 5 1YPE OR PRINT NAMEcst OF SECURED PARTY(lESI 6 11. RETURN COPY TO: 7 NAME I I 6 ADDRESS FIRST INTERSTATE BAHlt OF CALIFORNIA OE P.O. BOX 3666, TERMINAL ANNEX 9 Bl0-6, LOS ANGELES, CA 90051 0 ZIP CODE Ll974 -1 CCII .J JJ) Filing Officer FO~C-1 Copy-Acknowledg'llll bylhoSec.....'YoISI.,. 1.45-3360 . Cl9f931 STATE OF CAUFORNIA STATE OF CALIFORNIA UNIFORM COMMERCIAL CODE-FINANCING STATEMENT-FORM UCc-, (REV. 09/83) I~RTANT.Read In.trucUon. on ack before filling M""" FIRST INTERSTATE BANK OF CAUFORNIA Thi. Rnonc1ng ~nll. preaented for filing -";wlll remain effective, with certain e.ception., for ~ara from the date of filing, PUlluant to SacUon 9403 of the Call10mla Unllorm Commercial Coda, 1. DEBTOR (LASTNAMEFASf-FN41ND1V101..1Aq 1A. SOCIALSECURTYORFED9W.TAK1C. REDBVBLOPICBIlT AGBHCY OF TIIB CITY OF SAIl' BERNARDINO 95-3669891 O.......ACDRE8ll .. 2. ADDITIONALDeEITOA IFANV) (LASTHAMEFIRST-FAHINDMDUAI.J re. :.STATE ... l'D. ZIPCOCE 2A. SOC&AL SEOJRITY OR FEOEFW. TAX NO. 2S. ....... ACDRE8ll /200 CI1Y, STATE 120. ZIPCOCE 3A. FECEIW. TAX NUMBER 3. CSI1ClrS11WlE NAMEllOR IIMS f/F ""'I 4. SECUREDPARTY NAME FIRST IIITERSTATE BAIfIt OF CALIFORNIA .......ACDRE8ll 375D UIIIVERsITY AVEIIUB em' llIVERSIDB "'AlE CA 5. ASSIGNEEOFlleClJREDPARIY "''''''I NAME ....UNCI AIXlREllI em' 4A. aoaAL 8ECtRTY NO.. FEDERAL TAX NO. . OR BANK 1RAHSIT AND A.B.A. NO. ZIPCOCE 92507 16-21/1220 SA. SOCIAL SEaJAITY NO.. FEDeRAL TAX NO. OR BANK lRANSIT AND ASJA NO. STATE Z1PCOCE 6. Thl. ANANClNG STATEMENT I. _ for a period of five yeara from the date of filing and wllllapaa upon the expiration of the five-yaar period unle.. a continuation _man! Is filacl prior to the 1ap8a, and covell the following typas or Items of property pncluda claacriptlon of real property on which located And __ of reoord when required by Inalrucllon 4): N; securtty lor and In _ 01 aJI..-.r and any IulUlll advanoaa or _ obIIgaIlons dallIor honlbV grants Rl>l Inl_ Bank 01 CalWornla e securtty__ In all 0I1ha following Iypes or IIems 01 property In _ Iha _ now has or _ acquires any right, title, or Interasl, or rights present and IutUlll, __ 1ocaIed' and whether In the posnnkxl 0( the deblor. a warehOuseman. bailee, trustee or any other person. and aJl klcreases, therein and replacements, and proceeds ......., SECURITIES INVESDa:N'r AND/OR CUSTODY ACCOON'l' NOMBER 108341 IN TIlE NAME OF REDEVELOPMENT AGENCY OF THE CITY OF SAIl' BERNARDINO MAINTAINED WITII FIRST INTERSTATE BANK OF CALIFORNIA AND/OR STANDARD CHARTERED BANK AND ALL CONTBHTS TllEREOF. WBETIIER NOW O EXISTING OR IIEREAFrER ACQUIRED, INCLODING. WITIIOlJ'l' LIMITATION, ALL RELATED GENERAL INTANGIBLES CERTIFICATED AND tlNCERTIFICATED SECURITY AND CASH, AND ALL PROCEEDS TllEREOF. 7. CHECK 00 GJ 76. DESTOR(S) S1GNAlURE NOT REQUIRED IN ACCORDANCE W1TH INSTRUCTION 5 fa) ITEM: 7A. PRlDUCTS OF OOl.LATERAL IF APl'UCAIIl.E ARE ALSO CO'IERED 0(1) 0(2) 0(3) 0(4) 6.CHECK 00 o OESTOR IS A -mANSMITTING unLJTr IN ACCORDANCE WITH uc:c I 01015 111 (nl. THIS FINANCING STAlEMENT IS VAIJO UN11l A IF APl'UCAIIl.E TERMINATION STAlEMENT IS FILED. 9. OAlB 08/19/94 C 10. THIS SPACE FOR USE OF RUNG OFFICER 0 (DATE. TIME. RLE NUMBER t 0 AND RUNG OffiCER) SlGNA1\JRE1SI OF 0EIlT0R1SI ITl1U'l SlGNA1\JRE"" OF 0EIlT0R"" mna E REDEVELOPMENT AGENCY OF TIIB CITY OF , SAN BERNARDINO TYPE OR PRINT NAME(SJ OF DEBTOR(SJ 2 3 StGNA1URE(SJ OF SECURED PAR1Y(IESJ 4 FIRST INTERSTATE BANK OF CALIFORNIA 5 'M'E OR PRINT NAMEISI OF SECUREO PARIY'EllI 6 1,. RETURN COPYTO: 7 NAME I I 8 ADDRESS FIRST INTERSTATE BAIfIt OF CALIFORNIA OTE P.O. BOll: 3666, TERNINAL ANNElI: 9 BI0-6, LOS ANGELES, CA 90051 0 ZIP CODE L1974 ~ CCII JJ) Filing Officer FOEC-l ~ Copy-Acknowledg'llll by lhe __ry of SlaIe "8-3380 .08/931 I n F"nf u. ,,.It..tate Barlc AC~UNT PLEDGE AND SECURITY A9EEMENT (CUSTODIAL ACCOUNT) o THIS ACCOUNT PLEDGE AND SECURITY AGREEMENT, dated .I1m,...., Q . by and among DRnIl!'VRT.nDllRU'l' an1l!U1"V n. 'I'R1I! ~T'I'Y' n. RaN' RII!RIIB.DnTVn STAMDARD ,....D'I'InIRn ....., INTERSTATE BANK OF CAUFORNIA. a Callfomla banking corporation ("Bank"). 1QQA Is entered Into (Pledgor"), ("Custodian") and ARST In conslderatlon of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. DEFlNmONS. , 1.1 Deflned Tenns. The following tenns shall have the following meanings: "Account" shall mean the Account and the assets contained or recorded therein, including certlllcaled and unoertiflcated securities, bonds. notes, shares, participations or other Interests In property or enterprises. owned and maintained by Pledgor with Custodian. located at '7"'7 WTT .""T"" "T.vn Tn.. ......... ..... , ,.. and bearing account number 108341 ,as well as any replacement or substltutJon for such Account and/or assets. A schedule reflecting the status and contents of the Account as of the date Indicated may be attached hereto as Schedule A "Account Agreement" shall mean collectively any agreement or agreements between Pledgor and Custodian concemlng their respective rights and obligations In the Account In effect on this date, and all amendments and modifications thereof. o "Agreement" shall mean this Account Pledge and Security Agreement as originally executed and as the same may from time to time be amended or supplemented. . "Collateral" shall have the meaning assigned to such term In Section 2 hereof. "eligible Securities" shall mean all of the certificates of deposit and priced securilles and other assets Qncluding cash) In the Account at any given lime which are certificated and/or entered on the books of the Account and are deemed eligible by Bank, at its sole discretion. "Minimum Account Equity" shall mean the minimum account equity from time to lime established In accordance with Section 5 hereof. "Obligations" shall mean ail of the Joint, several, present and/or future obligations and lIabUitles of Pledgor to Bank including, without limitation, any guarantee executed by Pledgor guaranteeing the repayment of any obligation owed Bank by any third party. or ermlnalion Date" shall mean the effective date Bank terminates In writing its security Interest In the Collateral and the Account, which date shall be noticed to Custodian In writing by Bank. 1.2 Undefined Terms. Each term not deflned herein, and each term partly defined herein to the extent not defined, shall have the meaning given to it under the Callfomla Commercial Code. 2. GRANT OF SECURITY INTEREST. To secure all of the Obligations, Pledgor hereby assigns, transfers and grants to Bank a security Interrest In and to (a) all of Pledgor's right, title and Interest In and to the eligible Securities and all other assets contained or recorded In the Account, together with all additions to, replacements of or subslilutlons for such Eligible Securities and other assets, and all Income, Interest and dividends (stock or otherwise) thereon, (b) the Account and (c) all proceeds of any of the foregoing (all of the foregoing property herein called the "Collateral"). Pledgor agrees that it will not create or permit to exist any liens, charges or encumbrances on or with respect to the Collateral, except as created by this Agreement. It Is the Intention of the parties hereto and the purpose of this Agreement, to create In favor of O Bank, a continuing, perfected, first priority security Interest In the Collateral Insofar as the Callfomla Commercial Code and the laws of the United Slates are concemed. M-200 3/94 -1 - .3 This Agreement Is here~ecuted as of the date first above wrltteQ duly authorized representatives of the parties. and shall be deemed to be entered into at Los Angeles, California. o FIRST INTERSTATE BANK OF CAUFORNIA (Bank) By: .J05.ta'1l R. RHYm5 TItle: ASST. VICE PRESIDENT llRn1:!VRT .nP~ IlnP.Nrv nil' 'I'R1I! t'!T'I'V nIP ~AH BERHARDIHO (1"'Ieogor} \ / , By: X/ Title: By: TItle: STANDARD CHARTERED BANIt (Custodian) By: (Pledgor) By: Title: Title: By: By: Title: Title: o o --4- 3 1_ o o o SABO & GREEN A PROPESSIONALCORPORATlON ATTORNEYS AT LAW SIlI11l :1039 238DI CALAIIASAS ROAD CALABASAS, CALIFORNIA 91302 (818) 704-0195 ENCLOSURE MEMO Date: September 16. 1994 To: Mike Trout From: Alexis G. Crump Re: First Interstate Bank Letter of Credit o For your information For your review and comment Call upon receipt Enclosed for signatures by the Agency are the Loan Documents for the above referenced transaction. I will review the Federal Regulations on Monday, September 19, 1994. We will also need to see the resolution authorizing this transaction. Thereafter, we should be able to provide our opinion. Joe Rhyne of First Interstate believes we will be ready to close by the middle of next week. SBEODOO1.4 o 3