HomeMy WebLinkAboutR13-Economic Development Agency
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DEVELOPMENT DEPARTMENT
OF TIlE CITY OF SAN BERNARDINO
ECONOMIC DEVELOPMENT AGENCY
REOUEST FOR COMMISSION/COUNCIL ACTION
FROM BARBARA J. LINDSETI-I
Acting Executive Director
SUBJECT: JERSEY'S SPORTS BAR-
SHORT TERM LOAN
DATE: November 16, 1994
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Svnoosis ofPrevions CommisslonlConnciIlCommittee Action(s):
On March 8, 1993, the Community Development Conunission granted conceptual approval of a $1,188,300 loan
guarantee and a ten (10) year extension of a $923,000 tax-exempt Industrial Development Bond
(Svnoosls Contlnned to Next Pal!e)
Rccommended Motion(s):
(Communltv Develooment Commission)
MOTION: That the Community Development Conunission approve a $45,000 short-term loan at an interest rate
equal to Bank of America prime plus two points to Mr. Ray Fox and Mr. Russ HatIe, to keep the
payments current on the loan to Valley Bank (Jersey Sports Bar tenant improvements), until a substitute
tenant is obtained; also, that the Acting Executive Director be authorized to execute any documents
necessary to effectuate said transaction and that the Development Department budget be increased
accordingly.
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Administrator
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BARBARA J. LINDSETH
ActIng Executive Director
Contact Person(s): Stafford W. Parker/John M. Wood
Phone:
5081
Project Ares(s):
Ward(s):
One (n
Central Citv North (CCNl
Supporting Data Attached: StaffReoort. Corresnondence
FUNDING REQUIREMENTS: Amount: $45.000
Source:
Tax Increment
Budget Authority:
Bein2 Sou.mt
Commission/Council Notes:
BJL:lag:II-21-03.cdc
COMMISSION MEETING AGENDA
MEETING DATE: 11/2111994
Agenda Item Number:
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REQUEST FOR COMMISSION/COUNCIL ACTION
Jersey's Sports Bar - Short Term Loan
November 15, 1994
Page Number -2-
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Svnopsis for Previous Commission/Council/Committee Actiones) Continued:
On March 22, 1993, the Community Development Commission authorized initial extension of the
original Industrial Development Bond (!DB), an additional nine (9) year extension of the IDB, the
sale of the IDB, the execution of an Owner Participation Agreement and Loan Guarantee in the
amount of$I,125,000 and a short-term loan of $25,000 to the proposed borrower.
On July 19, 1993, the Community Development Commission approved the form of an Owner
Participation Agreement between the Redevelopment Agency, Colorado Consulting Limited
Liability Company and Fox Brothers, a general partnership and a $1,125,000 Loan Guarantee
with Valley Bank of Moreno Valley, covering costs associated with the Jersey's Sports Bar
project; it also authorized the Executive Director to execute all documentation necessary for the
implementation of the project.
On November 15, 1993, the Community Development Commission approved a sale of the
building which was occupied by Jersey's and the recording ofa wraparound trust deed, said trust
deed to be in a position junior to the trust deed held by the Agency.
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BJL:lag:II-21-03.cdc
COMMISSION MEETING AGENDA
MEETING DATE: 11/21/1994,
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Agenda Item Number: r '::)
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DEVELOPMENT DEPARTMENT
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
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Jersev's Sports Bar - Short Term Loan
On March 22, 1993 the Community Development Commission approved an Owner Participation
agreement (OP A) which provided a $1,125,000 loan guarantee for the Jersey's Sports Bar project.
Jersey's opened during the Route 66 weekend of 1993 and was met with immediate success.
On November 15, 1993, the Community Development Commission approved a sale of the
building which Jersey's occupied, from entities controlled by Mr. Ray Fox and Mr. Russ Hatle
("FoxlHatle") to the Breene Family Trust ("Breene"). Pursuant to this transaction, Breene
executed a wraparound trust deed with FoxlHatle as the beneficiaries. A positive benefit was that
FoxlHatle was able to make a lump sum principal reduction payment of$140,000. The
transaction was beneficial to all parties concerned, including the Agency.
During September, 1994, staffwas informed by representatives of Valley Bank (the lender of the
$1,125,000) that the loan was not being satisfactorily repaid. The principal concern was that
payments were generally late. It is FoxlHatle's contention that the payments would have been
made on time ifBreene had not defaulted on its payments to FoxlHatle. Concerned about their
obligation to Valley Bank, both Mr. Fox and Mr. Hatle claim to have drawn upon their personal
resources to make several payments, albeit late, to Valley Bank.
At present, FoxlHatle is in the process offoreclosing under the terms of the wraparound trust
deed, to reclaim the building ownership from Breene. Between the expenses of making payments
to Valley Bank out of their own pockets and the costs offoreclosing on Breene, FoxlHatle claim
to have expended over $83,000 of their own funds and this amount will probably exceed
$100,000. They further assessed that neither has any more liquid assets with which to continue
making payments to Valley Bank.
Further complicating the problem is that Jersey's closed its doors earlier this month. The problem
was reputedly poor management. Thus, even ifBreene had decided to make the payments under
the wraparound trust deed, it would have lacked the income from Jersey's rent payments
necessary to do so.
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BJL:lag:II-21-03.cdc
COMMISSION MEETING AGENDA
MEETING DATE: 11/2111994
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Agenda Item Number: ("')
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DEVELOPMENT DEPAR<2rnNT STAFF REPORT
Jersey's Sport Bar - Short Term Loan
November IS, 1994
Page Number -2-
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On a positive note, Fox/Hatle have three prospective replacement tenants for Jersey's. The most
attractive of these is Yankee Doodles, with a concept quite similar to Jersey's at four existing
locations. At this point, Fox/Hatle is very optimistic that a transaction can be concluded with
Yankee Doodles by sometime in early December. If so, there would be a period of time before its
opening during which Yankee Doodles would be converting the building to its own themes and
motifs.
Because of the trouble with Breene and Jersey's, the large cash outlay from their own pockets and
the need to satisfY Valley Bank while the building is being remodeled for Yankee Doodles
(assuming a lease can be successfully concluded), Fox/Hatle have asked the Agency for an
eighteen month loan in the amount of $45,000. Its purpose would be to bring the Valley Bank
loan current and keep it that way until Jersey's replacement begins paying rent. The interest rate
would be Bank of America prime rate plus two points. Although interest would accrue there
would be no payments required during the first six (6) months of the loan. Subsequently, in the
seventh month, payments would be made based upon an eighteen month amortization period and
twelve (12) montWy installments for the balance of the loan. A balloon payment would be
necessary for the 18th month. The proposed short-term loan would be secured by the personal
guarantee of both Mr. fox and Mr. Hatle. Finally, the Agency would receive a $1,000 loan
origination fee upfront.
The subject loan would go a long way toward helping to establish a new and viable downtown
restaurant use in Jersey's place. The proposed $45,000 loan will avoid Valley Bank calling upon
the Agency's loan guarantee for the full balance outstanding. This is currently estimated at $1
million. Were this to occur, the Agency could foreclose on the building. In addition, Fox/Hatle
have jointly and severally personally guaranteed the full amount of the Agency's loan guarantee.
Still, it would be, generally speaking, undesirable for the Agency to be forced to pay off the full
$1 million under its guarantee.
Based upon the foregoing, staff recommends adoption of the form motion.
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BARBARA J. LINDSETH, Acting Executive Director
Development Department
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BJL:lag:II-21-03.cdc
COMMISSION MEETING AGENDA
MEETING DATE: 1lI21/1994
AgendaItem Number: (;~
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THIS AGRE~HENT RE: LEASE OF 440 i'IEST CouRT STREET (tM
day of November', 199A, in San
"Agreement") is l'i\llde this
Bernardino, California, by and between FOX BROTHERS, Ii General
PartnershiP and COMMUNITY NhTIONAL CORPORATION, a californin
corporl>tion (collectivelY, the "Landlord") find YDSB, INC" c\
California oorporat.ion ("'1'0913").
This Agreenent i9 made ill
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reference to certain real property located at 440 \~est cmwt
Street, San Bernardino, California (the "propert.y" or "prCHtiSes I! ) .
WHEREAS, Landlord naB caused an action to be filed in the san
Bernardino superior court, Case No. sCV 14213 (the "ReceivershiP
Action") for specific performance of the rente, il'l~ues And pl'ofits
clause in a Deed of Trust enculCIbering the l'ropel:ty, ond IHIS
obtained the appointment of a receiver, George f:, CoU:i t (t)10
"Receiver") in the Reoeive):"!':hip Action, penclin'il \',:18 C(nnr,letion o~
a non-judicial foreclosure upon tho property (the "F01'BClosure
Action") which non-judicial foreclol'lure is "o\-: in prCC9!.lS ~ Clnd
WHEREAS, YDSS desires to lease the property fro~ Lsndlord nnd
Landlord desires to lease the property to VrJSB under' the tel'\ns and
conditions hereof.
NOW, THEREFORE I I'T' IS HEREB'i AGREED AS FOLLO\'iS:
$.ectiol'!..l AGREEMEtlT..T'O LEMU~1 Subjeot. to the terms of thi;;
)\greement and the conditions SElt fot.th at sect ion 4, Ll'tndlo)'(l
<:: h~reby ag~ees to lease to YDSB, and YDSB herebY Agrees to le~5e
fr,)\n Landlol:d I the Property. The pal:tias ac};nowlEdg<' that fI more
6etailed lease ugteement reflecting the terD8 hereof and containing
standard provisions in e. commc.rciaJ. lQase may be 0xec1.\t"d fit. CJl
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t-~OV- 17-94
THU 17:03 OX~BROS
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about the timQ YDSS t~k@i poesession of the prDperty.
Section _A ~9SSESSlON: USE-.Q.Ll'FEHl sr,s...Jl.Y.._'iJ2SlU ]'1,1<11:
~Qti{)n 2 .O~ LandlOrd ehall taKe those steps necessary to
insure that Receiver. will grant possession of the Property to yuSB
upon Receiver obtaining possession under its writ, but no later
than Dece~ber 15, 1994 unless YDSB, in its discretion, elects to
extend this deadline. Landlord agrees that YDSB ahall have
exclusive use of the Property.
section 2.0~ The property ~hall be used by YDSB to operate
a business under the trade name "Yankee Doodles, San Berna:dino,
consisting of a billiard club, restaurant and night club with video
C gamss, darts, live musi.c, dancing, 6elling food, beer, \dne Ilnd
alcohol for Gonsumption on the premlaes.
~eGtion. 2.03 The t~rm of the lease sht\ll COt1;'1l;nCe from tl1a
date of pOBGoasion of the Premises by YDsB and the fulfillment or
waiver of the oonditions set forth at Section , hereof and shall
continue for ten (10) years. ~DSB shall have the option to Bxtel~
tho lease for two (2) additional, suooessive five (5) y~ar te"ms.
Sect ion 3 E.EUTL~l!EITY Dt;E'Q$.llL.QTtl EILi'Al' !1kN'I:.S. :
section ~ Upon YDSB's taking possession of the Prop~rty,
YD913 shall pay Landlord a security deposit of Tvle;lve !'!\(;ueand rive
Hundred Dollars ($12,500.00).
~J.Q.n.. :.1.02 140nthl y base rent ("Nonthly Base Rent") for th;,
first t\vel VEl (12) monthlO of th~ lease term shell bt> 7\.19 l'i8 thousand
C Seven Hundred fifty Dollars ($12,n,O.OO) payable 1111 the .__ day of
each month. In order to assist YDSS during the renovation of the
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Property, no rent unall be due foe the ti~st thirty (301 rlnys aftnr
taking possession, or until Yankee Doodles, san Bernardino is open
for business, whichGver is earlier. 'rhel:eafter, l'.lOnthly r"ent slHl.ll
be due and payable aa stated above.
~tJ.9n 3.03.
In ,.ddi tion to the l10nthly Base ]{()nt, YDSS
agrees to pay Landlord as additional !'ent Three T!\Ousand "I'hreEl
Hundred Thirty-three Dollnrs and Thirty-four Cents ($3,333.34) for
a period of eiQhteen (18) months.
section 3.04
YDSB shall pay the rental for parking spaces
required by YDSB for the use of parki.ng spaces in t.h!'! public
parking structures operated by the City of san BernRrctino.
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Section 4 CONDITIONS PRl:i~EDEN1' J
Landlord's obligation to
lease to YDSB and YDse's obligation to rent fron Landlord uncter the
terms of this Agreement ar~ e~prea~ly conditioned upon the
occurrGlio& of the following:
~i2ILA.&1
CONDI'r!ONS FOR THE ..J!.J::}I.JiI.lI...9J'~J.,M:Wj.';::jj.J:!: On or
bofore December 15, 1994, Landlord shall hsve reg-a:tnE;d title tu the
Proporty through its Foreclosure Action, either by ~ foreclOGure
sala or a trustee's deed in-lieu-of-foreclosure, which condition
may be extended by YDSB in its discretion.
Section 4.02
QQliOI'l'IONS FOR 'l'H~.JlkttEi:l:.L...QI'yQ...~a:
A. YDSS shall have obtained all necesBDry licenses and
p~rmits to use the Properly as intended and more fully dsscribed at
Sr.ction 2.02 hereof, inoluding obtnininC] a new Al(:(;\101 BevE1t"llg8
C Cont.rol ("ABC") license as more fully describer] balol-I.
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The tot~l cost to ra-open the bu&ine~s aB n ~.l.nr(
club and restl1Ul:'ant shall not exoeed one Hundred Ti)c,,,sanrJ Dollal'5
($100,000), which amount shall include: (i) the t'ost to obtain 011
licenses and permits (includinq the cost of a new l,BC license if,
in the diecretion of YDSB, the ABC license used by the prior tenDnt
at the Property is undesirabl e due to one or more past or present.
violations of said ABC license 1 (i i) all repair ilnd replac;ement
costs of furniture, fi~tur&s and equipnent, in~luding the cost to
satisfy any liehB or encumbranceo on title or to pay nmountB owed
under a lease agreement) I and (iil) any other aost asscciBted with
restorinq the prop(jrty to its usa and condition WhM1 operat<:ld as
Jorsey's Sport~ Grill & Billiard~.
C. A non-disturbance agreement shall be provideJ lOSS
by any and all holders of a deed of trust against the Property and
the record title owner of the Proper~y. if that par80n in net the
Landlord.
D. In the event that any of conditions in this section
4 shall fa i 1 to be met, exter,decl or ~Iai 'led by the p,,,ty for \.Iholll
they benefit for any r~ason wh~tsoever within the tirno spsclf!ed,
this Agree~ent shall be void and of no force and effect. The
parti as shall provide wr! tten notice to the other that "uch
conditions h e ~ t d h
av ~een me' an t.at all
conditio11S to the
effectiveness of this Agreement are satisfied.
sectioo5 Ml"sCELLANEOUil..PROVISIONS
SectiOll.~ INTEGRATE.!) WRIT1NG: 'T'he parties "<:;1'"e that n.lE;
AgnlElment sets forth the entire anti. conlplete aqreec,Gnt at the
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partie$, and Qach perty waive~ any right to rely upon
or enfor-ct:,
any alleged conter..porary or prioLo oral or wrl ttG;) agreement,
promises or representations concerning the subjects
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this
Agreement.
Ne1 tIler party has been induced to enter into thh<
Agreement by any promises or representations that are not oxpressly
set forth in this Agreement.
Section 5.02 PARTIAL INVALID1T:1:
Should any part of this
Agreement be determined to be invalid, the remaining parts of this
Agreement shall nevertheless remain in full force and effect, and
such partial invalidity shall not vitiat~ this entire Agreement.
s.ection 5.03
90NSTRUC'I'ION:
Each of tf.e pal'tteR hae been
C represr,l,ted by counsel of their choice in connection with the
preparation of this Agreement, and each has contributed to the
language contained herllin and, therefore, should any phrase be
conaidl'Jred ambiguous, such phrase or languagt> srH'J.ll not be
construed against one party or the othel' fo\: :.he t"6f\f,on thet
oounsel for such party authored such phrase or pro~i9ion,
tlMtion 5 dl~ FtJRTHE~ .A'PPRQ'lAI5>~J:iQ.'t. REOU.lEEQ:
The parties
rf!pre51ent and aqree that each parson executing tl) "r; hgreemel\\: on
behalf of a party hereto has full authority to dc eo and to bind
t.he respective party on whose behalf this Agreel'Wnt if;. executed;
and that no further or additional approval of any other person,
firm or corporation is required to b.a obtail',A_.~ g, . .~ d t' ·
_ _ gJ ct ~..n.i 10n .0
this Agreement becoming effective.
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section ~.Jll1.
NQ BRBAC.HOL-.QI1JER-nrm.U.Ra(I:
F:ach party
represents and agrees that by entering into this AqrGanent, such
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11/16/94
12;.42
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party is not bt'tlBching any other' contract VI \>Jhll'h th!<y "r8 !\ ;)O!'ty
or by which such party is bound, nor is any othGT' requil'elClent o[
law bein(1 violated or breached by ent.ering into this Agreement.
aQ~i9n 5.06
MQTICES: Any notice hereunder may be <liven by
faosi1'lile transmission with a hard copy sent bY U.S. I,jell and will
be deemed qiven twenty-four (24) hourS after (jnnfirmation of
transmission or two (2) days after deposit in the U.S. Mail if sent
as follows: if to the Landlord- c/O Fox 9rothers, 21/./. S. waterman,
suite f2, San Bernardino, california 9240e, fac~imi1e number. (909)
025-9778, Attentionl Raymond FOX; if to YDSB-YDSB, Inc. 529
wildhorse circle, Orange, California, 92669, facsj~i1e number (7141
744-5144, Attentionl Frank Bartclini1 or to any ot~9r person 10
indioated in writin9 by the party.
~UQn 5.07
COUN~ERPART~: This Agreement may be executed
in counterparts, each of which shill be deeDed
OT' 01. i" i noJ
H ' ... -oj'" ~ "'" -
and
taken together sh~ll constitute one and the Bans agroement.
i<1HEREFORE the p&rties have executed this A01'eement. on the dat"
first above written.
" LANDLORD"
fOX BIlOTHEHS,
a General PartnerGhip
Dated:
By
COlll<XNITY NAT lONAL CORPORATION
By __~__h_ _.__~...
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YDSB. INC.
Dated:
By
rabiin BartolinL-p'resident
BY
frank Bartofini~--sscret6ry
THE FOREGOING IS ACKNOWLEDGED AND ~GREED:
Dated:
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George E. Coult, Receiv~r
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NO'! I 7,'
November 15, 1994
Mr. Stafford Parker
City of San Bernardino
201 North "E" Street
San Bernardino, CA 92401
Dear Stafford:
Enclosed for your information is a chronology of the events regarding the bankruptcy of
Jersey's Sports Bar and Billiards and the default of the Breene Trust in their mortgage
payments to Fox Brothers and Community National Corporation leading to the current
deficiency in payments to Valley Bank.
As you can see, no payment has been made by the Breene Trust since April 30, 1994. At
the same time, Fox Brothers and Community National COf{>oration have advanced over
$83,000.00 in cash payments to maintain interest, principal, Insurance and the legal costs
related to the default. Due to expenditure of these funds and anticipated obligations to
facilitate occupancy by the new tenant, it is necessary for us to seek financial assistance.
Consequently, in the event Valley Bank does not honor our request to accrue three (3)
months payments (principal and interest) to the balance of the Loan Guarantee, we
request an Agency loan of Forty-five Thousand Dollars ($45,000.00). As previously
discussed this would be an 18 month interest bearing loan with payments starting from the
sixth (6th) month and continuing for twelve (12) monthly installments.
We are currently negotiating with Yankee Doodles of Long Beach, as well as two other
prospective tenants with the goal of re-opening Jerseys under a new banner and new
management by Christmas or shortly thereafter.
Thank you for your assistan.:.,.
Very truly yours,
COMMUNITY NATIONAL CORPORATION
Russ E. Hatle
ee: Fox Brothers
jerstaf/cncl3bmm
Community National Corporation
74-225 Highway 111, Suite C, Paim Desert, California 92260, Phone 619/776-8838, FAX 619/776-8842
Mailing Address: P.O. Box 1856, Palm Desert, California 92261
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Jerseys Sports Bar lUId Billiards
Fax Bmthers lUId n-omnmi ty National cozporation
Cbronology
Date
Event
Payment
5-16-94 Payment - valley Bank $433.78
5-16-94 lease Payment - Breene Trust $2,750.00
5-26-94 Jerseys Bankruptcy filing'
6-1-94 Breen Trust defaults on
payment to FElCtC
6-8-94 Payment - Valley Bank $11,060.89
6-30-94 Jerseys Insurance lapses
6-30-94 Bankruptcy Hearing re: post
lUId petition rent. Jerseys pays
7-12-94 BreeDe Trust $22,750 in two
installments
BreeDe elects not to pay past
due payments on note
7-5-94 PAimh.1rse Fax Bmthers Insurance
deposit to central city Insurance $2,875.00
7-7-94 Payment - Valley Bank $11,358.53
7-7-94 Notice of Default to First
llmeri.can Title CO
Deposit payment $500.00
7-26-94 Ret"iner to Atty Edwin Paul
to appoint receiver $1,500.00
8-17-94 Exparte Motion granted appointing'
Receiver GeoJ:qe Coult for
Real Property
8-18-94 Payment - AFCD - insurance $846.30
8-30-94 Payment - Valley Bank $10,992.83
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8-30-94 Federal. Express charges $57.00
9-6-94 Payment - AFCXl - Insurance $806.00
9-26-94 Payment - Valley Bank $11,224.16
9-27-94 Bankruptcy Hearinq - Lift stay
granted Reciever to evict Jerseys
9-28-94 Payment - Valley Bank $11,036.26
9-30-94 Receivers legal fees
Hanover and ScJmitzer $2,031.32
10-26-94 Unlawful Det-..h..... Motion
granted Receiver
10-26-94 Payment to Attorney Edwin Paul $3,947.26
11-7-94 Payment - First American Title In $11,342.92
Trustees fees
Foreclosure Sale Date set for
""""""'hoar 8, 1994
11-7-94 Payment - AFCXl - Insuranoe $806.00
$83,568.25
5-16-94
to
11-15-94
other FIlCX: ~GAOJ
Not di.rect1y related to default
by Breene Trust
$9,098.18
10-1-94
to
11-15-94
Estimated Legal fees
not yet invoiced
$3,000.00
$95,666.43
Total of Expenditures
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