HomeMy WebLinkAboutR29-Economic Development Agency
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ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM:
Maggie Pacheco, Director
Housing and Community Development
SUBJECT:
SIL VERWOOD PARK APARTMENTS-
LOCATED AT 2225 EAST PUMALO,
SAN BERNARDINO
DATE:
September 6, 200 I
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Svnopsis of Previous Commission/Council/Committee Action(s):
On August 23, 2001, the Redevelopment Committee recommended that this item be sent to the Community
Development Commission for approval.
Recommended Motion(s):
(Community Development Commission)
MOTION: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN
BERNARDINO, AS THE GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO, APPROVING THE SALE OF SILVERWOOD APARTMENTS
PROJECT TO SAN BERNARDINO 328/AF XXX, LLC; APPROVING AND AUTHORIZING
EXECUTION OF CERTAIN AMENDMENTS TO THE INDENTURE AND LOAN AGREEMENT
RELATING TO $7,000,000 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (SILVERWOOD
APARTMENTS PROJECT) SERIES 1996; APPROVING AND AUTHORIZING EXECUTION OF
AN ASSUMPTION AGREEMENT IN CONNECTION WITH THE SALE OF SILVERWOOD
APARTMENTS PROJECT; APPOINTING BOND COUNSEL IN CONNECTION WITH THE SALE
OF SILVERWOOD APARTMENTS PROJECT AND AMENDMENTS TO THE INDENTURE AND
LOAN AGREEMENT; AND AUTHORIZING DISTRIBUTION OF A SUPPLEMENT TO THE
PLACEMENT MEMORANDUM RELATING TO $7,000,000 REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO VARIABLE RATE DEMAND MULTIFAMILY HOUSING
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Contact Person(s): Gary Van Osdel/Maggie Pacheco
Project Area(s)
Phone:
Ward(s):
663-1044
4th
Supporting Data Attached: iii Staff Report iii Resolution(s) 0 Bond Documents 0 Map(s) DLetterlMemo
Bonds are not a liability or debt of Agency
FUNDING REQUIREMENTS Amount: $ $7 million Source: or City
B"""A".~':'.h? ~ P ~
SIGNATURE:
Maggie Pacheco, Director
Housing and Community Development
Commission/Council Notes:
~~__~OCi~,_3~_____m_m_m_m_m______________m_m_____m__________________________________________________m
GVO:MP:lag:09-17-01 Silverwood COMMISSION MEETING AGENDA
Meeting Date: 09/17/2001
Agenda Item Number: 1('-..9_
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
Silverwood Park Apartments - Located At 2225 East Pumalo. San Bernardino - Adopt
Resolution ReIatinl!: to the Sale of the Proiect and Revisions to 1996 Multi-Familv
Mortl!:al!:e Revenue Bonds
BACKGROUND
On April I, 1996, the Community Development Commission authorized the Agency to issue
approximately $7 million in multi-family housing revenue bonds (the "Bonds") on behalf of
Magellan Silverwood Partners ("Magellan") to purchase and rehabilitate the Silverwood Park
Apartments located at 2225 East Pumalo, San Bernardino (the "Project"). The Project consists
of 328 housing units of which 66 of the housing units are set-aside for households whose
incomes do not exceed 80% of the median income (the "Affordable Housing Units") pursuant to
an Agency Regulatory Agreement.
CURRENT ISSUE
Magellan is now proposing to sell the Project to San Bernardino 328/AF XXX, LLC, an affiliate
of Van Daele Communities, LLC (the "Buyer"). The Buyer plans to buy and rehabilitate the
Project by assuming the existing bonds (approximately $7 million) and obtaining secondary
financing (approximately $4.2 million) to perform multiple improvements and repairs to the
Proj ect.
The Buyer was formed in 1987 as a single family home and apartment developer. They have
developed about 600 homes annually in Riverside and San Bernardino Counties. They currently
have in their portfolio in excess of2,000 multifamily housing units under their ownership. With
the assistance of Cannon Management, the Buyer plans to restore the Project and create a nice
living environment for its residents. Currently, the Project exhibits extensive deferred
maintenance and lacks in management quality. For this reason, the Buyer plans to invest about
$2.1 million in rehab costs in order to bring the property to a level consistent with their higher
management standards. The Buyer also has extensive experience in dealing with bond-financed
housing projects; thereby, affording them the opportunity to administer the on-going monitoring
requirements associated with the Affordable Housing Units (See Attachment).
Since the Agency issued the Bonds on the Project, the Agency must consent to the sale of the
Project from Magellan to the Buyer and approve the required changes to the Bond documents.
The Bond Documents being modified to allow for the transfer and assumption of the Bonds are:
(I) First Supplemental Indenture between the Agency, U.S. Bank National Association (2) First
Amendment to the Indenture and Loan Agreement Between the Agency, U.S. Bank National
Association and Buyer.
GVO:MP:lag:09-17-01 Silverwood
COMMISSION MEETING AGENDA
Meeting Date: 09/17/2001
Agenda Item Nnmber: ~1
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Economic Development Agency Staff Report
Silverwood Apartments
August 28,2001
Page Number -2-
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All Bond Documents being modified are as a result of the sale of the Project and the assumption
by the Buyer of the existing Bonds. Agency Special Counsel will need to consent to all Bond
Document changes and issue an opinion in connection with the distribution of the Supplemental
Private Placement memorandum.
Moreover, as part of the Bond assumption, the Buyer will assume the responsibility of Magellan
related to the Affordable Housing Units. The Agency is required by the Regulatory Agreement
to monitor the compliance of the Buyer to insure that the Affordable Housing Units are made
available to low income tenants at affordable rents.
ENVIRONMENTAL
Not applicable.
FISCAL IMPACT
No direct costs to the Agency. The Bonds are not a liability or debt of the Agency or the City
because the Bonds are secured by the Project revenue and a letter of credit provided on behalf of
the Buyer by Wells Fargo Bank. The Buyer will pay for the administration costs and legal
expenses ofthe Agency, estimated at $10,500.
RECOMMENDATION
That the Community Development Commission adopt the Resolution.
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Maggie Pacheco, Director
Housing and Community Development
Attachments:
Bond Documents
GVO:MP:lag:09-17-01 Silverwood
COMMISSION MEETING AGENDA
Meeting Date: 09/17/2001
Agenda Item Number: ~.1 'I
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RESOLUTION NO.
2 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO, AS THE GOVERNING BODY OF THE
3 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO,
APPROVING THE SALE OF SILVERWOOD APARTMENTS PROJECT TO
4 SAN BERNARDINO 328/AF XXX, LLC; APPROVING AND AUTHORIZING
EXECUTION OF CERTAIN AMENDMENTS TO THE INDENTURE AND
5 LOAN AGREEMENT RELATING TO $7,000,000 REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO VARIABLE RATE DEMAND
6 MULTIFAMILY HOUSING REVENUE BONDS (SILVERWOOD
APARTMENTS PROJECT) SERIES 1996; APPROVING AND AUTHORIZING
7 EXECUTION OF AN ASSUMPTION AGREEMENT IN CONNECTION WITH
THE SALE OF SILVERWOOD APARTMENTS PROJECT; APPOINTING
8 BOND COUNSEL IN CONNECTION WITH THE SALE OF SILVERWOOD
APARTMENTS PROJECT AND AMENDMENTS TO THE INDENTURE AND
9 LOAN AGREEMENT; AND AUTHORIZING DISTRIBUTION OF A
SUPPLEMENT TO THE PLACEMENT MEMORANDUM RELATING TO
10 $7,000,000 REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO VARIABLE RATE DEMAND MULTIFAMILY HOUSING
II REVENUE BONDS (SIL VERWOOD APARTMENTS PROJECT) SERIES 1996
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13 WHEREAS, on May 21,1996, the Redevelopment Agency of the City of San Bernardino (the
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\...... 14 "Agency") issued its $7,000,000 Variable Rate Demand Multifamily Housing Revenue Bonds
15 (Silverwood Apartments Project) Series 1996 (the "Bonds") pursuant to the provisions of the
16 Community Redevelopment Law (California Health and Safety Code Section 33000 et sea.), a
17 Resolution adopted by the Community Development Commission on behalf of the Agency on April 1 ,
18 1996 and an Indenture of Trust dated as of May 1,1996 (the "Original Indenture") by and between the
19 Agency and U.S. Bank Trust National Association (formerly, First Trust of California, National
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20 Association), as trustee (the "Trustee"), for the purpose of providing funds to make a loan to Magellan
21 Silverwood & Cross Creek General Partnership, an Arizona general partnership (the "Original
22 Borrower") to assist the Original Borrower with the acquisition, rehabilitation and equipping of a
23 multifamily residential housing development for families and persons of low- and moderate-income
24 located in the City of San Bernardino known as the Silverwood Apartments (the "Project"); and
25 WHEREAS, the Bonds were originally secured by an irrevocable direct-pay letter of credit
26 issued by Bank One, Arizona, NA (the "Bank One Letter of Credit"); and
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WHEREAS, the Original Borrower desires at this time to sell the Project to San Bernardino
328/AF XXX, LLC, a California limited liability company (the "Borrower"); and
WHEREAS, in connection with the sale of the Project, the Bank One Letter of Credit is being
replaced by an irrevocable direct-pay letter of credit issued by Wells Fargo Bank, National Association
5 (the "Letter of Credit"); and
6 WHEREAS, in connection with the delivery of the Letter of Credit, the Agency and the Trustee
7 propose to execute a First Supplemental Indenture (the "First Supplemental Indenture" and, together
8 with the Original Indenture, the "Indenture") pursuant to the provisions of Article IX of the Indenture;
9 and
10 WHEREAS, in connection with the delivery of the Letter of Credit, the Agency, the Trustee and
the Borrower propose to execute an amendment to the Loan Agreement dated as of May I, 1996 by and
among the Agency, the Trustee and the Original Borrower (the "Original Loan Agreement") pursuant
to a First Amendment to Loan Agreement (the "First Amendment to Loan Agreement" and, together
with the Original Loan Agreement, the "Loan Agreement" ); and
WHEREAS, in connection with the purchase of the Project by the Borrower, the Borrower will
deliver to the Agency an Assumption Agreement (the "Assumption Agreement") by and among the
Agency, the Trustee and the Borrower in accordance with the provisions of the Regulatory Agreement
and Declaration of Restrictive Covenants dated as of May 1, 1996 (the "Regulatory Agreement") and
entered into in connection with the issuance of the Bonds; and
WHEREAS, it is necessary and desirable to appoint bond counsel ("Bond Counsel") to assist
the Agency in connection with the sale of the Project to the Borrower, the replacement ofthe Bank One
Letter of Credit with the Letter of Credit and the amendments to the Original Indenture and Original
Loan Agreement effectuated by the First Supplemental Indenture and the First Amendment to Loan
24 Agreement, respectively; and
25 WHEREAS, in connection with the replacement ofthe Bank One Letter of Credit with the Letter
26 of Credit, a Supplement Dated September 25,2001 (the "Supplement to Placement Memorandum") to
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1 the Placement Memorandum Dated May 20, 1996 relating to the Bonds has been prepared and presented
2 to this Commission.
3 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION ACTING ON
4 BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO DOES
5 HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
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Section I.
The Recitals set forth above are true and correct.
Section 2.
The sale of the Project by the Original Borrower to the Borrower in accordance
8 with the Indenture, the Loan Agreement and the Regulatory Agreement is hereby approved.
9
Section 3.
The First Supplemental Indenture, in substantially the form presented to this
10 Commission, is hereby approved. The Executive Director of the Agency is hereby authorized and
II directed to execute the First Supplemental Indenture on behalf of the Agency together with such
12 technical and conforming changes as may be recommended by the Executive Director.
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Section 4.
The First Amendment to Loan Agreement, in substantially the form presented
C 14 to this Commission, is hereby approved. The Executive Director of the Agency is hereby authorized
15 and directed to execute the First Amendment to Loan Agreement on behalf of the Agency together with
16 such technical and conforming changes as may be recommended by the Executive Director.
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Section 5.
The Assumption Agreement, in substantially the form presented to this
18 Commission, is hereby approved. The Executive Director of the Agency is hereby authorized and
19 directed to execute the Assumption Agreement on behalf of the Agency together with such technical and
20 conforming changes as may be recommended by the Executive Director.
21 Section 6. Lewis, D' Amato, Brisbois & Bisgaard LLP is hereby appointed to serve as Bond
22 Counsel to the Agency in connection with the transfer of the Project to the Borrower and in connection
23 with the amendments to the Original Indenture and the Original Loan Agreement effectuated by the First
24 Supplemental Indenture and the First Amendment to Loan Agreement, respectively.
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Section 7.
The Commission hereby approves distribution of the Supplement to Placement
26 Memorandum, in substantially the form presented to this Commission.
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I A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY
OF SAN BERNARDINO, AS THE GOVERNING BODY OF THE REDEVELOPMENT
2 AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING THE SALE OF
SILVERWOOD APARTMENTS PROJECT TO SAN BERNARDINO 328/AF XXX, LLC;
3 APPROVING AND AUTHORIZING EXECUTION OF CERTAIN AMENDMENTS TO THE
INDENTURE AND LOAN AGREEMENT RELATING TO $7,000,000 REDEVELOPMENT
4 AGENCY OF THE CITY OF SAN BERNARDINO VARIABLE RATE DEMAND
MULTIFAMILY HOUSING REVENUE BONDS (SIL VERWOOD APARTMENTS PROJECT)
5 SERIES 1996; APPROVING AND AUTHORIZING EXECUTION OF AN ASSUMPTION
AGREEMENT IN CONNECTION WITH THE SALE OF SILVERWOOD APARTMENTS
6 PROJECT; APPOINTING BOND COUNSEL IN CONNECTION WITH THE SALE OF
SIL VERWOOD APARTMENTS PROJECT AND AMENDMENTS TO THE INDENTURE AND
7 LOAN AGREEMENT; AND AUTHORIZING DISTRIBUTION OF A SUPPLEMENT TO THE
PLACEMENT MEMORANDUM RELATING TO $7,000,000 REDEVELOPMENT AGENCY
8 OF THE CITY OF SAN BERNARDINO VARIABLE RATE DEMAND MULTIFAMILY
HOUSING REVENUE BONDS (SILVERWOOD APARTMENTS PROJECT) SERIES 1996
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Section 8.
This Resolution shall become effective immediately upon its adoption.
11 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
12 Development Commission of the City of San Bernardino at a
meeting thereof, held on the
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day of
,2001, by the following vote, to wit:
NAYS ABSTAIN ABSENT
15 Commission
ESTRADA
16 LIEN
MCGINNIS
17 SCHNETZ
SUAREZ
18 ANDERSON
McCAMMACK
AYES
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Secretary
The foregoing Resolution is hereby approved this _ day of
,2001.
Judith Valles, Chairperson
Community Development Commission
of the City of San Bernardino
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1 STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss
2 CITY OF SAN BERNARDINO )
3 I, Secretary of the Community Development Commission
of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached copy of
4 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.
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IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
6 the Community Development Commission of the City of San Bernardino this day of
,2001.
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Secretary of the
Community Development Commission
of the City of San Bernardino
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FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE TO INDENTURE OF TRUST DATED
AS OF MAY I, 1996 (this "Supplemental Indenture") is entered into as of September _,2001,
between the Redevelopment Agency of the City of San Bernardino, a public body corporate and
politic organized under and pursuant to the laws of the State of California (the "Issuer"), and
U.S. Bank Trust National Association, a national banking association organized and existing
under the laws of the United States of America and successor by merger to First Trust of
Califomia, National Association, as trustee (the "Trustee").
WIT N E SSE T H:
WHEREAS, the Issuer and Trustee entered into that certain Indenture of Trust, dated as
of May I, 1996 (the "Indenture"), in connection with the issuance of the Issuer's $7,000,000.00
Variable Rate Demand Multifamily Housing Revenue Bonds (Silverwood Apartments Project)
Series 1996 (the "Bonds"); and
WHEREAS, the Issuer loaned the proceeds of the Bonds to Magellan Silverwood
Partnership, an Arizona general partnership (the "Original Borrower"), pursuant to a Loan
Agreement, dated as of May 1, 1996 (the "Loan Agreement"), among the Issuer, the Trustee and
the Original Borrower; and
WHEREAS, proceeds of the Bonds were used, in part, to construct and pay other costs
associated with the construction and development of a multifamily residential rental housing
project known as Silverwood Apartments (the "Project") located in San Bernardino, California;
and
WHEREAS, San Bernardino 328/AF XXX, LLC, a California limited liability company
(the "Borrower"), has acquired the Project and has succeeded to the Original Borrower's interest
under the Loan Agreement; and
WHEREAS, the Borrower has caused to be delivered to the Trustee a letter of credit (the
"Letter of Credit") issued by Wells Fargo Bank, National Association (the "Credit Facility
Provider"), to replace the existing letter of credit issued by Bank One, Arizona, NA providing
credit support for the Bonds; and
WHEREAS, in connection with the delivery of the Letter of Credit, the Borrower and the
Credit Facility Provider have requested certain amendments to the Indenture requiring the
consent of not less than sixty percent (60%) of the owners of all of the Bonds Outstanding; and
WHEREAS, the requisite owners of the Bonds Outstanding have consented to and
approved the execution of this Supplemental Indenture.
NOW, THEREFORE, in consideration of the above premises and the mutual covenants
contained herein and for other good and valuable consideration, the parties hereto agree as
follows:
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I. Unless defined elsewhere in this Supplemental Indenture, initially-capitalized
terms shall have the respective meanings assigned to such terms in the Indenture.
2. Article IV of the Indenture is hereby amended by adding the following new
Section 4.06:
"Section 4.06. Purchase of Bonds in Lieu of Red emotion. The Credit Facility
Provider shall have the right, in the event of a mandatory redemption of the Bonds
pursuant to Section 4.01(d) of this Indenture, to direct the Trustee to purchase the
Bonds in lieu of their redemption, at a Purchase Price equal to one hundred
percent (100%) of the principal amount thereof, plus accrued interest thereon to
the date of purchase. To exercise such right hereunder, the Credit Facility
Provider shall give written notice thereof to the Trustee, the Remarketing Agent
and the Borrower not less than four (4) Business Days prior to the redemption
date. Upon receipt of such written notice, such redemption date shall be deemed
to constitute a Demand Date, and the Trustee shall draw under the Letter of Credit
pursuant to Section 5.05(d) of this Indenture to effect a purchase of all Bonds
Outstanding, it being the intention of the Issuer that the Bonds remain
Outstanding after such purchase. Such Bonds so purchased at the direction of the
Credit Facility Provider shall be registered in the name of the Borrower and shall,
for all purposes under this Indenture, constitute Pledged Bonds. Such Pledged
Bonds, ifnot remarketed, shall be redeemed and canceled automatically, with no
further payment required in respect of such redemption, by the Trustee on the date
which is not later than five (5) years from the date of purchase, unless an opinion
of Bond Counsel is delivered to the Trustee to the effect that not redeeming and
canceling the Bonds will not adversely affect the tax -exempt status of the interest
on the Bonds for federal income tax purposes. Such Bonds shall remain Pledged
Bonds unless and until such Bonds are remarketed at the direction of the Credit
Facility Provider."
3. Section 7.01 of the Indenture is hereby amended by adding the following new
paragraph (g) immediately after paragraph (f) thereof:
"(g) the receipt by the Trustee of written notice from the Credit Facility Provider, within
eight (8) calendar days of an Interest Payment Date, that a Letter of Credit will not be
reinstated by an amount equal to funds drawn thereunder to pay interest due on the Bonds
on such Interest Payment Date."
4. The penultimate paragraph of Section 7.01 of the Indenture is hereby amended to
read as follows:
"During the continuance of any other Event of Default, except an Event of Default
specified in (g) above, unless the principal of all of the Bonds shall have already become
due and payable, the Trustee may, and, upon the written request of the holders of not less
than 25% in aggregate principal amount of the Bonds at the time outstanding, the Trustee
shall, by notice in writing to the Issuer, the Remarketing Agent and the Credit Facility
Provider declare the principal of all Bonds then outstanding and the interest accrued
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thereon to be due and payable immediately, and, upon any such declaration, the same
shall become and shall be immediately due and payable, anything contained in this
Indenture or in the Bonds to the contrary notwithstanding. In addition, following the
occurrence of an Event of Default specified in (g) above, unless the principal of all of the
Bonds shall have already become due and payable, the Trustee shall, by notice in writing
to the Issuer, the Remarketing Agent and the Credit Facility Provider declare the
principal of all Bonds then outstanding and the interest accrued thereon to be due and
payable immediately, and, upon any such declaration, the same shall become and shall be
immediately due and payable, anything contained in this Indenture or in the Bonds to the
contrary notwithstanding. Upon any declaration of acceleration pursuant to this
paragraph, the Trustee shall fix a date for the payment ofthe Bonds, which date shall be
as soon as practicable after such declaration (and within five Business Days following
such declaration), and shall draw on the Credit Facility then outstanding in accordance
with their respective terms and Section 5.05(c) hereof and apply the amount so drawn to
pay on such date the principal of and interest on the Bonds so due and payable.
Notwithstanding the above, so long as a Credit Facility Provider has not denied any
properly presented request for a draw under its Credit Facility or delivered to the Trustee
the written notice described in (g) above, no action taken by the Bondholders or the
Trustee to accelerate the Bonds upon the occurrence of an Event of Default, except an
Event of Default specified in (g) above, shall be effective unless the written consent of
the such Credit Facility Provider shall first have been obtained."
5. The second sentence of Section 8.I3(c) of the Indenture is hereby amended to
read as follows:
"A successor Remarketing Agent appointed at the direction of the Borrower with
notice to the Issuer and the Trustee of an instrument directing such removal and
appointment, signed by the Borrower, and consented to by the Credit Facility
Provider, and filed with the Issuer, the Remarketing Agent, the previous
Remarketing Agent and the Trustee."
6. This Supplemental Indenture may be executed in several counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the same
instrument.
7. This Supplemental Indenture shall be governed by and construed in accordance
with the laws of the State of California.
8. Except as specifically set forth in this Supplemental Indenture, the terms and
provisions ofthe Indenture are not altered, amended or modified hereby.
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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Supplemental
Indenture to be executed as of the date first written above.
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
Name:
Title:
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
By:
Name:
Title:
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Pursuant to Section 9.02 of the Indenture, the Credit Facility Provider and the Borrower
hereby consent to the terms and the making of this Supplemental Indenture.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association
By:
Name:
Title:
SAN BERNARDINO 328/AF XXX, LLC,
a California limited liability company
By: Van Daele Apartment Communities,LLC,
a California limited liability company,
Managing Member
By:
Jeffrey M. Hack, President
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FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered
into as of September _, 2001, among the Redevelopment Agency of the City of San
Bernardino, a public body corporate and politic organized under and pursuant to the laws of the
State of California (the "Issuer"), U.S. Bank Trust National Association, a national banking
association organized and existing under the laws of the United States of America and successor
by merger to First Trust of California, National Association, as trustee (the "Trustee"), and San
Bernardino 328/AF XXX, LLC, a California limited liability company (the "Borrower").
WIT N E SSE T H:
WHEREAS, the Issuer and the Trustee entered into that certain Indenture of Trust, dated
as of May 1, 1996 (the "Indenture"), in connection with the issuance of the Issuer's
$7,000,000.00 Variable Rate Demand Multifamily Housing Revenue Bonds (Silverwood
Apartments Project) Series 1996 (the "Bonds"); and
WHEREAS, the Issuer loaned the proceeds of the Bonds to Magellan Silverwood
Partnership, an Arizona general partnership (the "Original Borrower"), pursuant to a Loan
Agreement, dated as of May I, 1996 (the "Loan Agreement"), among the Issuer, the Trustee and
the Original Borrower; and
WHEREAS, proceeds of the Bonds were used, in part, to construct and pay other costs
associated with the construction and development of a multifamily residential rental housing
project known as Silverwood Apartments (the "Project") located in San Bernardino, California;
and
WHEREAS, the Borrower has acquired the Project and has succeeded to the Original
Borrower's interest under the Loan Agreement; and
WHEREAS, the Borrower has caused to be delivered to the Trustee a letter of credit (the
"Letter of Credit") issued by Wells Fargo Bank, National Association (the "Credit Facility
Provider"), to replace the existing letter of credit issued by Bank One, Arizona, NA providing
credit support for the Bonds; and
WHEREAS, in connection with the delivery of the Letter of Credit, the Borrower and the
Credit Facility Provider have requested certain amendments to the Loan Agreement requiring the
consent of not less than sixty percent (60%) of the owners of all ofthe Bonds Outstanding; and
WHEREAS, the requisite owners of the Bonds Outstanding have consented to and
approved the execution of this Amendment.
NOW, THEREFORE, in consideration of the above premises and the mutual covenants
contained herein and for other good and valuable consideration, the parties hereto agree as
follows:
I. Unless defined elsewhere in this Amendment, initially-capitalized terms shall
have the respective meanings assigned to such terms in the Loan Agreement.
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2.
Subsection (B) of Section 5.8.B(5) of the Loan Agreement is hereby deleted.
3. Section 5.8.B(6) is hereby amended to read as follows:
"The Credit Facility must be accompanied by (A) a written
statement, signed by a representative of each Rating Agency which
then maintains a rating on the Bonds, evidencing that the rating on
the Bonds will not be withdrawn as a result of the substitution of
the current Credit Facility and that the rating on the Bonds will be
in one of the three highest rating categories subsequent to the
delivery of such Credit Facility and (B) the Credit Facility
Provider's address to which notices are required to be given to the
Credit Facility Provider hereunder and under the Regulatory
Agreement, the Indenture and the Remarketing Agreement shall be
sent."
4. This Amendment may be executed in several counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same instrument.
5. This Amendment shall be governed by and construed in accordance with the laws
of the State of California.
6. Except as specifically set forth in this Amendment, the terms and provisions of
the Loan Agreement are not altered, amended or modified hereby.
[Remainder of page intentionally left blank.
Signatures appear on following page.]
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IN WITNESS WHEREOF, the Issuer, the Trustee and the Borrower have caused this
Amendment to be executed as of the date first written above.
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
Name:
Title:
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
By:
Name:
Title:
SAN BERNARDINO 328/AF XXX, LLC,
a California limited liability company
By: Van Daele Apartment Communities, LLC,
a California limited liability company,
Managing Member
By:
Jeffrey M. Hack, President
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Pursuant to Section 6.03 of the Indenture and Section I 0.4 of the Loan Agreement. the
Credit Facility Provider hereby consents to the terms and the making of this Amendment.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association
By:
Name:
Title:
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ASSUMPTION AGREEMENT
$7,000,000
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
Variable Rate Demand Multifamily Housing Revenue Bonds
(Silverwood Apartments Project)
Series 1996
This Assumption Agreement is entered into this 25th day of September, 2001, by and between
the Redevelopment Agency of the City of San Bernardino (the "Issuer"), U.S. Bank Trust National
Association (formerly, First Trust of California, National Association), as trustee under that certain
Indenture dated as of May 1, 1996 (the "Trustee") and San Bernardino 328/AF XXX, LLC, a
California limited liability company (the "Borrower") pursuant to Section 7 of the Regulatory
Agreement and Declaration of Restrictive Covenants dated as of May 1, 1996 (the "Regulatory
Agreement") and recorded in Official Records, County of San Bernardino, as Document No.
19960251735 on July 16, 1996. Capitalized terms used herein which are not defined herein shall
have the meanings assigned thereto in the Regulatory Agreement.
RECITALS
WHEREAS, the Issuer has previously issued the above-captioned bonds (the "Bonds") the
proceeds of which were loaned by the 1ssuer to Magellan Silverwood & Cross Creek General
Partnership, an Arizona general partnership (the "Original Borrower") pursuant to a Loan Agreement
dated as of May 1, 1996 (the "Loan Agreement") by and among the Issuer, the Trustee and the
Original Borrower to finance the acquisition, rehabilitation and equipping of a multifamily
residential housing project facility located in San Bernardino, California (the "Project"); and
WHEREAS, on the date hereof, the Original Borrower is selling the Project to the Borrower;
and
WHEREAS, in connection with the issuance of the Bonds, the Borrower, the Trustee and the
Issuer entered into the Regulatory Agreement; and
WHEREAS, Section 7 ofthe Regulatory Agreement provides that a transferee of the Original
Borrower who acquires the Project prior to the termination of the Rental Restrictions and Occupancy
Restrictions provided in the Regulatory Agreement shall assume all duties and obligations of the
Original Borrower under the Regulatory Agreement and the Loan Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Borrower and the Issuer hereby agree as follows:
Section I. Borrower's Assumption of Duties and Obligations under the Regulatory
Agreement and Loan Agreement.
SB2001 :25493.2
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The Borrower hereby fully accepts and assumes all of the duties and obligations of the
Original Borrower under the Regulatory Agreement and under the Loan Agreement (collectively,
the "Assumed Obligations") and agrees to perform all Assumed Obligations in accordance with the
terms of the Regulatory Agreement and the Loan Agreement. Notwithstanding anything herein or
in the Regulatory Agreement or the Loan Agreement, the Borrower shall not be held responsible for
or be subject to duties or obligations arising under the Regulatory Agreement and the Loan
Agreement before the date of this Assumption Agreement.
Section 2.
Miscellaneous Provisions.
(a) Notices to be provided to the Borrower shall be provided to the following address:
328/AF XXX, LLC
Suite C-25
2900 Adams Street
Riverside, California 92504
Attention: Jeffrey M. Hack
Telephone: (909) 354-2121
Facsimile: (909) 354-2996
(b) The Borrower represents and warrants to the Issuer and the Trustee that, to the best
of its knowledge, as of the date hereof, there exists no event of default under the Regulatory
Agreement, the Loan Agreement and the other documents assumed by the Borrower in connection
with the Bonds (the "Borrower Documents") and there is no event that, with the giving of notice,
the passage oftime, or both, would constitute an event of default under the Borrower Documents.
(c) This Assumption Agreement may be executed in several counterparts, each of which
shall be deemed an original and all of which together shall constitute but one and the same
instrument.
(d) This Assumption Agreement shall be governed exclusively by and construed in
accordance with the laws of the State of California.
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IN WITNESS WHEREOF, this Assumption Agreement has been executed by the parties
hereto as of the day and year first hereinabove written.
BORROWER
328/AF XXX, LLC, a Califomia limited liability company
By: Van Daele Apartment Communities, LLC, a
Califomia limited liability company, Managing
Member
By:
Jeffrey M. Hack, President
ISSUER
Redevelopment Agency of the City of San Bemardino
By:
Gary Van Osdel, Executive Director
TRUSTEE
U.S. Bank Trust National Association, as Trustee
By:
Its
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SUPPLEMENT DATED SEPTEMBER 25, 2001
TO PLACEMENT MEMORANDUM DA TED MAY 20, 1996
NOT A NEW ISSUE
$7,000,000
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
Variable Rate Demand Multifamily Housing Revenue Bonds
(Silverwood Apartments Project)
Series 1996
This supplement (the "Supplement") is a supplement to the Placement Memorandum dated
May 20, 1996, (together with this Supplement, the "Placement Memorandum"), relating to the
above-captioned bonds (the "Bonds") issued by the Redevelopment Agency of the City of San Bernardino
(the "Issuer"). This Supplement presents certain information that has become available from May 20,
1996 to the date hereof and should be read together with the Placement Memorandum (a copy of which is
attached hereto and incorporated herein by reference). To the extent the information in this Supplement
conflicts with the information in the Placement Memorandum, this Supplement shall govern. Unless
otherwise defmed in this Supplement, all terms used herein shall have the same meanings as those terms
have in the Placement Memorandum.
THE BONDS, THE PREMIUM, IF ANY, AND THE INTEREST THEREON ARE
LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE REVENUES,
WInCH REVENUES HAVE BEEN PLEDGED AND ASSIGNED TO THE TRUSTEE TO
SECURE PAYMENT THEREOF. THE BONDS AND THE INTEREST THEREON SHALL
NEVER CONSTITUTE THE DEBT OR INDEBTEDNESS OF THE ISSUER WITIDN THE
MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR STATUTES
OF THE STATE OF CALIFORNIA, AND SHALL NOT CONSTITUTE OR GIVE RISE TO A
PECUNIARY LIABILITY OF THE ISSUER. NEITHER THE FAITH AND CREDIT NOR THE
TAXING POWER OF THE CITY OF SAN BERNARDINO, THE STATE OF CALIFORNIA OR
ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE
PRINCIPAL OF OR INTEREST ON THE BONDS, NOR IS THE ISSUER, THE CITY OF SAN
BERNARDINO, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION
THEREOF IN ANY MANNER OBLIGATED TO MAKE ANY APPROPRIATION FOR
PAYMENT. THE ISSUER HAS NO TAXING POWERS.
As of September 25, 2001 (the "Substitution Date"), the timely payment of the principal of and
interest on, and the purchase price of, the Bonds is secured by an irrevocable, direct-pay letter of credit
(the "Letter of Credit") issued by
WELLS FARGO BANK, NATIONAL ASSOCIATION
The Letter of Credit will terminate on the one-year anniversary of the Substitution Date, unless
earlier terminated, or extended, as provided therein.
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CopiuJl Mariar, 1...
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INTRODUCTION
The Bonds were issued on May 21, 1996, pursuant to an Indenture of Trust dated as of May I,
1996 (the "Original Indenture") between the Redevelopment Agency of the City of San Bemardino (the
"Issuer") and First Trust of Califomia, National Association (as succeeded by U.S. Bank Trust National
Association, as trustee, the "Trustee"). The Bonds are currently outstanding in the aggregate principal
amount of $7,000,000.
The proceeds of the Bonds were loaned to Magellan Silverwood & Cross Creek General
Partnership, an Arizona general partnership (the "Original Borrower") pursuant to a Loan Agreement
dated as of May I, 1996 (the "Original Loan Agreement") by and among the Issuer, First Trust of
California, National Association and the Original Borrower, to fmance the acquisition, rehabilitation and
equipping of a multifamily residential housing project facility located in San Bernardino, Califomia (the
"Project"). On September 25, 2001 (the "Substitution Date"), the Original Borrower sold the Project to
San Bernardino 328/AF XXX, LLC, a California limited liability company (the "Borrower").
The Bonds were originally secured by an irrevocable direct-pay letter of credit issued by Bank
One, Arizona, NA (the "Bank One Letter of Credit"). Effective as of the Substitution Date, pursuant to
the terms ofa [Reimbursement Agreement dated as of the Substitution Date] (the "Credit Agreement") by
and between Wells Fargo Bank, National Association (the "Credit Bank") and the Borrower, the Bank
One Letter of Credit was replaced by an irrevocable direct-pay letter of credit (the "Letter of Credit")
issued by the Credit Bank. A form of the Letter of Credit is attached hereto as Exhibit A.
In connection with the delivery of the Letter of Credit, the Issuer and the Trustee executed a First
Supplemental Indenture dated as of the Substitution Date (the "First Supplemental Indenture" and,
together with the Original Indenture, the "Indenture"). See "CERTAIN AMENDMENTS TO TIlE
INDENTURE" herein. In addition, the Issuer, the Trustee and the Borrower executed a First Amendment
to Loan Agreement dated as of the Substitution Date (the "First Supplemental Loan Agreement" and,
together with the Original Loan Agreement, the "Loan Agreement"). See "CERTAIN AMENDMENTS
TO TIlE LOAN AGREEMENT" herein.
Lewis, D'Amato, Brisbois & Bisgaard LLP, San Bernardino, Califomia, Bond Counsel, has
rendered the opinion attached hereto as Exhibit B in connection with the delivery of the Letter of Credit
and the execution and delivery of the First Supplemental Indenture.
THE CREDIT BANK
The following information is provided by the Credit Bank. None of the Issuer. the Borrower or
the Remarketing Agent has made any independent investigation regarding the information presented in
this section, nor have such parties verified the accuracy or completeness thereof. and none of the Issuer.
the Borrower or the Remarketing Agent assumes any responsibility or liability therefor.
The Credit Bank is a national banking association organized under the laws of the United States
of America and engages in retail, commercial and corporate banking, real estate lending and trust and
investment services. At December 31, 2000, the Credit Bank had total consolidated assets of $115.5
billion, total deposits of $70.6 billion and total shareholders' equity of$13.7 billion. The Credit Bank is a
subsidiary of Wells Fargo & Company, a diversified fmancial services company and a fmancial holding
company and a bank holding company registered under the Bank Holding Company of 1956 ("Wells
Fargo").
01-353101.02
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The principal banking office of the Credit Bank is located at 420 Montgomery Street, San
Francisco, CA 94104 (telephone number: 1-800-411-4932). Each quarter, the Credit Bank files with the
FDIC fmancial reports entitled "Consolidated Reports of Condition and Income for Insured Commercial
Banks with Domestic and Foreign Offices," commonly referred to as the "Call Reports." The Credit
Bank's Call Reports are prepared in accordance with regulatory accounting principles, which may differ
from generally accepted accounting principles. The publicly available portions of the Call Reports may
be obtained from the FDIC, Disclosure Group, Room F518, 550 17th Street, N.W., Washington, D.C.
20429 at prescribed rates, or from the FDIC on its Internet site at hnp:www.fdic.gov. The Credit Bank's
Call Reports for the periods ending December 31, 2000 are incorporated into this Offering Memorandum
by reference. Copies of the Credit Bank's Call Reports may be obtained by writing to: Corporate
Secretary's Office, Wells Fargo Center, Sixth and Marquette, MAC N9305-173, Minneapolis, MN 55479.
The Letter of Credit is solely an obligation of Credit Bank and will not be an obligation of,
or otherwise guaranteed by, Wells Fargo & Company, and no assets of Wells Fargo & Company or
any atrIliate of the Credit Bank or Wells Fargo will be pledge to the payment thereof. Payment of
the Letter of Credit will not be insured by the FDIC.
THE BORROWER AND THE PROmCT
The following information has been provided by the Borrower. None of the Issuer, the Credit
Bank or the Remarketing Agent has made any independent investigation regarding the information
presented in this section, nor has such parties verified the accuracy or completeness thereof. and none of
the Issuer, the Credit Bank or the Remarketing Agent assumes any responsibility or liability therefor.
The Borrower
The Borrower, San Bemardino 328/AF XXX, LLC, a California limited liability company
acquired the Project on the Substitution Date. Van Daele Apartment Communities, LLC (the "Managing
Member"), is the managing member of the Borrower. The Managing Member and its affiliates have been
involved in the ownership and/or operation of multifamily housing facilities since 1984 and currently
owns and/or operates 9 multifamily housing facilities containing approximately 1,758 units located in the
Riverside and San Bemardino county areas of California.
The Project
Based on unaudited information provided by the Borrower, occupancy at the Project averaged
90.5% for the calendar year 1998, 90.3% for the calendar year 1999 and 87.8% for the calendar
year 2000. As of August 19, 2001, the most recent date for which occupancy results are available, the
Project was 92.4% occupied.
Based on unaudited information provided by the Borrower, the following is a summary of the
operating history for the Project for each of the calendar years set forth below:
1998
1999
2000
Revenues
Operating Expenses I
Net Cash Flow Available for Debt Service
$1,537,465
<1.070.045>
467,419
$1,632,433
<1.278.957>
353,476
$1,755,184
<1.134.299>
620,885
1 Before depreciation and other non-cash expense items.
01-353101.02
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THE PROJECT WAS NOT OWNED OR OPERATED BY THE BORROWER PRIOR TO
THE CLOSING DATE. ACCORDINGLY, THE INFORMATION PROVIDED FOR THE
PROJECT PRIOR TO THE CLOSING DATE BAS BEEN BASED SOLELY UPON
INFORMATION PROVIDED TO THE BORROWER BY THE PRIOR OWNER AND/OR A
PROPERTY MANAGEMENT FIRM. WHILE THE BORROWER BELIEVES THE
INFORMATION SET FORTH ABOVE IS RELIABLE, THE BORROWER BAS NOT
INDEPENDENTLY CONFIRMED THE ACCURACY OF THE INFORMATION SET FORTH
ABOVE AND DOES NOT GUARANTEE THE ACCURACY OF SUCH INFORMATION.
CERTAIN AMENDMENTS TO THE INDENTURE
The following is a brief summary of the First Supplemental Indenture executed in connection with
the delivery of the Letter of Credit. The summary does not purport to be complete or definitive and is
qualified in its entirety by reference to the First Supplemental Indenture, copies of which are on file with
the Trustee.
Purchase of Bonds in Lieu of Redemption
Pursuant to the First Supplemental Indenture, the Credit Bank shall have the right, in the event of
a mandatory redemption of the Bonds at the direction of the Credit Bank upon an Event of Default under
the Credit Agreement, to direct the Trustee to purchase the Bonds in lieu of their redemption, at a
Purchase Price equal to 100% of the principal amount thereof, plus accrued interest thereon to the date of
purchase. To exercise such right under the Indenture, the Credit Bank shall give written notice thereof to
the Trustee, the Remarketing Agent and the Borrower not less than four Business Days prior to the
redemption date. Upon receipt of such written notice, such redemption date shall be deemed to constitute
a Demand Date, and the Trustee shall draw under the Letter of Credit pursuant to the Indenture to affect a
purchase of all Bonds Outstanding, it being the intention of the Issuer that the Bonds remain Outstanding
after such purchase and that interest on the Bonds continue to accrue. Such Bonds so purchased at the
direction of the Credit Bank shall be registered in the name of the Borrower and shall, for all purposes
under the Indenture, constitute Pledged Bonds. Such Pledged Bonds, if not remarketed, shall be
redeemed and canceled automatically by the Trustee on the date which is not later than five years from
the date of purchase, unless an opinion of Bond Counsel is delivered to the Trustee to the effect that not
redeeming and canceling the Bonds will not adversely affect the tax-exempt status of the interest on the
Bonds. Such Bonds shall remain Pledged Bonds unless and until such Bonds are remarketed at the.
direction of the Credit Bank.
Events of Default and Acceleration
Pursuant to the First Supplemental Indenture, the following Event of Default has been added to
the Events of Default set forth in the Original Indenture:
(g) the receipt by the Trustee of written notice from the Credit Bank, within eight
calendar days of an Interest Payment Date, that a Letter or Credit will not be reinstated by an
amount equal to funds drawn thereunder to pay interest due on the Bonds on such Interest
Payment Date.
During the continuance of any other Event of Default, except an Event of Default described in (g)
above, unless the principal of all of the Bonds shall have already become due and payable, the Trustee
may, and, upon the written request of the holders of not less than 25% in aggregate principal amount of
the Bonds at the time outstanding, the Trustee shall, by notice in writing to the Issuer, the Remarketing
Agent and the Credit Bank declare the principal of all Bonds then outstanding and the interest accrued
01-353101.02
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thereon to be due and payable immediately, and, upon any such declaration, the same shall become and
shall be immediately due and payable, anything contained in the 1ndenture or in the Bonds to the contrary
notwithstanding. In addition, following the occurrence of an Event of Default described in (g) above,
unless the principal of all of the Bonds shall have already become due and payable, the Trustee shall, by
notice in writing to the Issuer, the Remarketing Agent and the Credit Bank declare the principal of all
Bonds then outstanding and the interest accrued thereon to be due and payable immediately, and, upon
any such declaration, the same shall become and shall be immediately due and payable, anything
contained in the Indenture or in the Bonds to the contrary notwithstanding. Upon any declaration of
acceleration as described in this paragraph, the Trustee shall fix a date for the payment of the Bonds,
which date shall be as soon as practicable after such declaration (and within five Business Days following
such declaration), and shall draw on the Letter of Credit then outstanding in accordance with their
respective terms and the Indenture and apply the amount so drawn to pay on such date the principal of
and interest on the Bonds so due and payable. Notwithstanding the above, so long as a Credit Bank has
not denied any properly presented request for a draw under its Letter of Credit or delivered to the Trustee
the written notice described in (g) above, no action taken by the Bondholders or the Trustee to accelerate
the Bonds upon the occurrence of an Event of Default, except an Event of Default specified in (g) above,
shall be effective unless the written consent of the such Credit Bank shall first have been obtained.
Successor Remarketing Agent
Pursuant to the First Supplemental Indenture, the Credit Bank has the right to consent to
successor Remarketing Agents.
CERTAIN AMENDMENTS TO THE LOAN AGREEMENT
The following is a brief summary of the First Supplemental Loan Agreement executed in
connection with the delivery of the Letter of Credit. The summary does not purport to be complete or
definitive and is qualified in its entirety by reference to the First Supplemental Loan Agreement, copies of
which are on file with the Trustee.
Snbstitnte Credit Facility
No Preference Opinion. Pursuant to the First Supplemental Loan Agreement, the requirement
set forth in the Original Loan Agreement that each substitute Credit Facility be delivered with an opinion
of counsel to the provider of the substitute Credit Facility to the effect that payments made by the Credit
Facility Provider under the Credit Facility will not be voidable under Section 547 in the context of a case
or proceeding by or against the Borrower or by the Issuer under the Federal Bankruptcy Code has been
deleted.
Rating Confirmation and Notice Address. Pursuant to the First Supplemental Loan Agreement,
any substitute Credit Facility must be accompanied by (a) a written statement, signed by a representative
of each Rating Agency which then maintains a rating on the Bonds, evidencing that the rating on the
Bonds will not be withdrawn as a result of the substitution of the current Credit Facility and that the rating
on the Bonds will be in one of the three highest rating categories subsequent to the delivery of such Credit
Facility and (b) the Credit Bank's address to which notices are required to be given to the Credit Bank
under the Loan Agreement and under the Regulatory Agreement, the Indenture and the Remarketing
Agreement shall be sent.
01.353101.02
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RATINGS
Upon the delivery of the Lener of Credit, Standard & Poor's Credit Market Services, a division of
The McGraw-Hill Companies, Inc. ("S&P") raised the ratings on the Bonds to "AA-/A-l+." The ratings
reflect only the views of S&P, and an explanation of the ratings can be obtained from S&P. There is no
assurance that such ratings will continue for any given period of time or that they will not be revised
downward or withdrawn entirely by S&P if, in the judgment of such rating agency, circumstances so
warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the
marketing price of the Bonds.
LIMITED INVOLVEMENT OF THE ISSUER
The distribution of this Supplement has been duly consented to by the Issuer, insofar as it relates
to the Issuer and the transactions to which the Issuer is a party. The Issuer, however, has not reviewed
and is not responsible for any information set forth herein.
MISCELLANEOUS
This Supplement is submitted in connection with the delivery of the Letter of Credit and the
execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement.
This Supplement may not be reproduced or used, as a whole or in part, for any other purpose. Any
statements in this Supplement involving matters of opinion, whether or not expressly so stated, are
intended as such and not as representations offact.
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[Borrower's Signature Page to the Supplement to Placement Memorandum]
SAN BERNARDINO 328/AF XXX, LLC, a
California limited liability company
Van Daele Apartment Communities, LLC, a
California limited liability company, Managing
Member
By 1st Jeffrev M. Hack
Jeffrey M. Hack, President
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EXHIBIT A
FORM OF THE LETTER OF CREDIT
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EXHIBIT B
FORM OF OPINION OF BOND COUNSEL
01-353101.02
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): ~ Item # e.:z. "'\ Resolution #
Vote: Ayes 2--.') 6- <.0 Nays..G- Abstain A
,
Change to motion to amend original documents:
C():.} 2 (X) t -3')
f
Absent \ I ~I f)
Reso. # On Attachments: ~ Contract term: -
Note on Resolution of Attachment stored separately: -=-
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY
Date Sent to Mayor: q L 9/ 0 t
Date of Mayor's Signature: ~
Date of Clerk/CDC Signature: ~
Date Memo/Letter Sent for Signature: q b h } 0 !
I
60 Day Reminder Letter Sent on 30th day:
90 Day Reminder Letter Sent on 45th day:
NullNoid After:
By: -
Reso. Log Updated:
Seal Impressed:
./
./
See Attached: V Date Returned:
See Attached:
See Attached:
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Copies Distributed to:
City Attorney
Parks & Rec.
Code Compliance
Dev. Services
Public Services
Police
Water
Noles:
Yes L No By
Yes N01 By
Yes No / By
Yes NO~ By
Yes No By
EDA ,/
Finance
MIS
Others:
BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE
YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. elc.)
Ready to File: ('f(l
Date: 1';- (1-0 \
Revised 01/12/01