HomeMy WebLinkAboutR07-Redevelopment Agency
R~VELOPMENT AGENCY .~QUEST FOR ci6..ISSION/COUNCIL AcilON
From: Glenda Saul, Executive Director
Subject: RIVERVIEW INDUSTRIAL BUILDINGS
(AMENDMENT - IDB DOCUMENTS)
Dept: Redevelopment Agency
Date: July 2, 1986
Synopsis of Previous Commission/Council ection:
4-5-82 - The Mayor and Common Council adopted Reaolutions #82-135, #82-136, #82-137
and #82-138 pertaining IDB financing for Riverview Industrial Buildings.
Recommanded motion:
(MAYOR AND COMMON COUNCIL)
MOVE TO ADOPT RESOWTION OF TIlE MAYOR AND COMMON COUNCIL OF TIlE CITY OF SAN
BERNARDINO, CALIFORNIA, APPROVING CERTAIN AMENDMENTS TO TIlE REVENUE BOND DOCUMENTS IN
CONNECTION WITH ITS $6,000,000 CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL
DEVELOPMENT FIRST MORTGAGE REVENUE BOND OF 1982 (RIVERVIEW INDUSTRIAL BUILDINGS)
SERIES 1982.
Action to be Taken: Adopt Resolution and approve as to form the following:
1. Exhibit "A" - Officer's Certificate of Consent to Junior Lien
2. Exhibit "B" - Amendment No. 1 to the Indenture
Continued on next page
J~N~~ \1, ~~,~(((JI
Signature
Contact parson:
Glenda Saul
FUNDING REQUIREMENTS:
Amount: $
Phone: 383-5081
Ward:
Project: SIP
Date: T111y 7. 19R6
Supporting data attachad:
YES
No edverse Impact on City:
Council Notes:
A............... 1....._ ~I...
7
-
c
c
.....,
v
)
Recommended motion
continued from page 1
(MAYOR AND COMMON COUNCIL)
3. Exhibit "C" - Amendment No. 1 to the Loan Agreement
4. Exhibit "D" - Amendment No. 1 to the Deed of Trust
5. Exhibit "E" - Amendment No. 1 to the Assignment of Rents, Leases and Profits
6. Exhibit "P" - Officer's Certificate of Consent to Release of Project
1186L
7/7/86
CI~ OF SAN BERNARDIQ, - REQUEQ- FOR COUNCIL AC.fi6N
STAFF REPORT
On April 5, 1982 the Kayor and Common Council adopted certain resolutions
pertaining to Industrial Development Bond Financing (IDB) in the 8II0unt of
$6,000,000 for Riverview Industrial Buildings, a project located within the
Southeast Industrial Park Project Area. The interest rate for the above
referenced bond financing was 14.75%.
Russ Hatle, on behalf of Riverview Industrial Buildings, a general partnership
(the "Developer") has asked Sabo and Deitsch, Bond Counsel to prepare the attached
documentation in order to effect the refinancing for Riverview Industrial
Buildings Project.
The Developer proposes to effect the partial or complete release of the project by
offering to purchase Outstanding Bonds and turn them over to the Trustee Security
Pacific National Bank, for cancellation. Funds for payment of the Tendered Bonds
will be obtained under the terms of Commitment No. GW-0153 from American Savings
and Loan Association (the "Lender") to the Developer.
The Developer's request letter for consent to a junior lien on the project and
partial or complete release of the project lien imposed by the Deed of Trust is on
file with the City Clerk.
Staff recommends adoption of the Resolution approving certain amendments to the
Bond documents in connection with the above referenced proposal.
75-0264
1186L
7/7/86
c
""'
'-'
.:)
)
SBEOll-46/1750S/ak
06/26/86
#52
RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING
CERTAIN AMENDMENTS TO THE REVENUE BOND DOCUMENTS
IN CONNECTION WITH ITS $6,000,000 CITY OF SAN
BERNARDINO, CALIFORNIA, INDUSTRIAL DEVELOPMENT
FIRST MORTGAGE REVENUE BONDS OF 1982 (RIVERVIEW
INDUSTRIAL BUILDINGS) SERIES 1982
WHEREAS, on April 21, 1982, by adoption of its Resolution
No. 82-136,
the Mayor
and Common Council of the Ci ty of
San Bernardino, California (the "Mayor and COll1lTlon Council"), acting
for and on behalf of the City of San Bernardino, California (the
.City"), approved the execution of the Trust Indenture by and
between the City and Security Pacific National Bank (the "Trustee")
dated as of April 1, 1982 (the "Indenture"), and such other
necessary or desirable documents in connection with the issuance of
its $6,000,000 City of San Bernardino, California, Industrial
Development First Mortgage Revenue Bonds (Riverview Industrial
Buildings) (the Bonds"); and
WHEREAS, Section 8.15 of the Loan Agreement by and among
the Trustee, the City and Ri verview Industrial Buildings, a
California general partnership (the "Developer") dated as of
April 1, 1982 (the "Loan Agreement") provides that a "Junior Lien"
may be placed on the Project provided that prior written consent of
the City has been obtained together with an Accountant's Certificate
stating that the security for the Bonds will not be adversely
- 1 -
c
c
o
:>
affected thereby and demonstrating that the "Pledged
Revenues"available for payment on the Bonds will equal or exceed one
hundred twenty-five percent (125%) of the "Debt Service" on the
Bonds and Junior Liens (the "Accountant's Certificate"); and
WHEREAS, such a request for consent (the "Request") has
been submitted to the Mayor and Common Council by the Developer, a
copy of which is on file with the City Clerk and is incorporated
herein by this reference; and
WHEREAS, the Developer proposes to effect the partial or
complete release of the Project by offering to purchase Outstanding
Bonds (the "Tender Offer") through E. F. Hutton and Company, Inc.
(the "Dealer Manager") and to turn over the Bonds purchased pursuant
to the Tender Offer (the "Tendered Bonds") to the Trustee for
defeasance and the Dealer Manager will make. the Tender Offer in
accordance with the provisions of the Commitment Letter dated
June 13, 1986, as attached to the Request as Exhibit "A" (the
"Dealer Manager Agreement"); and
WHEREAS, funds for the payment of the purchase price of the
Tendered Bonds will be obtained pursuant to the terms of Commitment
No. GW-0153 from American Savings and Loan Association (the
"Lender") to the Developer dated June 11, 1986, as attached to the
Request as Exhibit "B" (the "Financing Commitment") and if the Tender
Offer is completed as described hereinbelow, all funds advanced will
- 2 -
- --
-
/-
I"...
c
o
:J
be secured by the documents described in Section 7 of the Financing
Commitment (the "Junior Lien"); and
WHEREAS, the Developer has requested the Mayor and Common
Counci 1 to approve the form of an Off icer' s Certificate of Consent
to the Junior Lien in the form as attached hereto as Exhibit "A"
(the ftOfficer's Certificate of Consent to the Junior Lien"); and
WHEREAS, to effect the Junior Lien, the Developer has also
requested the Mayor and Common Council to approve (i) a certain
amendment to the Indenture in the form as attached hereto as
Exhibit "B" ("Amendment No.1 to the Indenture"), (ii) a certain
amendment to the Loan Agreement in the form as attached hereto as
Exhibit "C" ("Amendment No.1 to the Loan Agreement"), (iii) a
certain amendment to the Deed of Trust in the form as attached
hereto as Exhibit "0" ("Amendment No.1 to the Deed of Trust") and
(i v) a certain amendment to the Assignment of Rents, Leases and
Profits in the form as attached hereto as Exhibit "E" ("Amendment
No.1 to the Assignment of Rents, Leases and Profits"); and
WHEREAS, the Developer has also requested, that in the
event funds are available for a complete release of the Project from
the lien imposed by the Deed of Trust by the Developer to the
Trustee, for the benefit of the City, the City and the Trustee
execute such a release if provisions as found in Section 3.08 of the
Loan Agreement and Section A.16 of the Deed of Trust have been
complied with; and
- 3 -
c
-
'''"'.
\...,)
J
'-
WHEREAS, it is now appropriate for the City to take action
on the above requests of the Developer.
NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE, DETERMINE AND
ORDER AS FOLLOWS:
Section 1.
The recitals set forth hereinabove are true
and correct in all respects.
Section 2.
.-
The Mayor and Common Council hereby approves
the forms of the Officer's Certificate of Consent to the Junior
Lien, Amendment No. 1 to the Indenture and Amendment No. I to the
Loan Agreement. The Mayor and Common Council further authorizes the
execution of the final form of said Officer's Certificate, Amendment
No. 1 of the Indenture and Amendment No. I to the Loan Agreement
when the same shall be presented for execution by the Mayor and City
Clerk of the City or such other appropriate City official, subject
to (i) satisfaction of the terms and conditions of the Request, the
Dealer Manager Agreement and the Financing Commitment and (ii) such
changes, additions or deletions as may be recommended by the City
Attorney and Bond Counsel. The execution thereof by the Mayor and
City Clerk of the City or such other appropriate City official shall
be deemed to be conclusive as to the approval thereof by and on
behalf of the City.
- 4 -
r'."'."
\......
c
,----
...I
._,
...I
Section 3.
The Mayor and Common Council hereby approves
the form of Amendment No. 1 to the Deed of Trust by the Developer to
the Trustee, for the benefit of the City, dated April I, 1982 and
recorded as Instrument No. 82-078253 by the County Recorder of the
County of San Bernardino on April 22, 1982.
Section 4.
The Mayor and Ci ty Counci 1 hereby approves
the form of Amendment No. 1 to the Assignment of Leases, Rents and
Profits by the Developer to the Trustee, for the benefit of the
City,
dated
as April 1,
1982
and
recorded
as
Instrument
No. 82-078254 by the County Recorder on April 22, 1982.
Section 5.
The
Mayor
and
Common
Council
further
authorizes the execution of the final form of said Amendment No.1
of the Deed of Trust and the Assignment of Rents, Leases and Profits
when the same shall be presented for execution by the Mayor and City
Clerk of the City or such other appropriate City official, subject
to (i) satisfaction of the terms and conditions of the Request, the
Dealer Management Agreement and the Financing Commitment and
(ii) such changes, additions or deletions as may be recommended by
the City Attorney and Bond Counsel. The execution thereof by the
Mayor and City Clerk of the City or such other appropriate City
official shall be deemed to be conclusive as to the approval thereof
by and on behalf of the City.
Section 6.
The Mayor and Common Council hereby approves
the form of the Officer' s Certificate of the City to the
- 5 -
-
-
<-
c;
o
J
Reconveyance and Release of Property in the form attached hereto as
Exhibit "F."
The Mayor and Common Council further authorizes the
preparation of the documentation necessary to reconvey and release
the Property upon satisfaction of the terms of the Request, Dealer
Manager Agreement and the Financing Commitment and the execution of
said documentation when the same shall be presented for execution by
the Mayor and City Clerk of the City or such other appropriate City
official, subject to such changes, additions or deletions as may be
recommended by the City Attorney and Bond Counsel.
The execution
thereof by the Mayor and City Clerk of the City or such other
-
appropriate City official shall be deemed to be conclusive as to the
approval thereof by and on behalf of the City.
Section 7.
The Mayor, City Clerk and any other duly
authorized City official, officer or employee are hereby authorized
to execute any and all other documents, including, but not limited
to, security documents, including the UCC-l Financing Statements as
the Staff of the Redevelopment Agency of the City of San Bernardino
(the "Redevelopment Agency") has deemed desirable to record or
properly perfect the security interests of the City in such property
in order to effect the transactions listed above subject to the
approval of the City Attorney.
Section 8.
The
officers
of
the
City
are
hereby
authorized and directed, jointly and severally, to do any and all
things to execute and deliver any and all documents which they may
- 6 -
-
r
10,...
r
'.../
."""\
.-....1
-'""*,
J
deem necessary or advisable in order to effectuate the purposes of
this Resolution.
I HEREBY CERTIFY that the foregoing
adopted by the Mayor and Common Council
San Bernardino at a
held on the day of
the following vote, to wit:
resolution
of the
meeting
was duly
Ci ty of
thereof,
1986, by
AYES:
Council Members
NAYS:
ABSENT:
City Clerk
day of
The foregoing resolution is hereby approved this
, 1986.
Mayor of the City of
San Bernardino
Approved as to form:
)>.~o~~
- 7 -
c
I"'"
V
.......
,....)
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss
CITY OF SAN BERNARDINO )
I, SHAUNA CLARK, City Clerk in and for the
San Bernardino, DO HEREBY CERTIFY that the foregoing and
copy of San Bernardino City Resolution No. is
true and correct copy of that now on file in this office.
IN WITNESS WHEREOF, I have hereunto set my hand
the official seal of the City of San Bernardino this
, 1986.
.)
City of
attached
a fu 11,
and affixed
day of
City Clerk
- 8 -
c
r'
V
o
'"'
,';
CITY OF SAN BERNARDINO, CALIFORNIA
AGENDA
July 7, 1986
Item:
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO, CALIFORNIA, APPROVING CERTAIN AMENDMENTS TO
THE REVENUE BOND DOCUMENTS IN CONNECTION WITH ITS
$6,000,000 CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL
DEVELOPMENT FIRST MORTGAGE REVENUE BONDS OF 1982 (RIVERVIEW
INDUSTRIAL BUILDINGS) SERIES 1982
Action to be Taken: Adopt Resolution and approve as to form the
following:
l. Exhibit "A" - Officer's Certificate of Consent to Junior Lien
2. Exhibit "B" - -Amendment No. 1 to the Indenture
3. Exhibit "C" - Amendment No. 1 to the Loan Agreement
4. Exhibit "D" - Amendment No. 1 to the Deed of Trust
5. Exhibit "E" - Amendment No. 1 to the Assignment of Rents, Leases
and Profits
6. Exhibit "F" - Officer's Certificate of Consent to Release of
Project.
Document on file with City Clerk - Request of Developer.
To be Published: N/A
Newspaper: N/A
Dates: N/A
Certified copy of Resolution and signature pages to be returned to
Sabo & Deitsch.
/1750S
c
c
o
J
SBEOll-55/l772S/pd
06/26/86
$6,000,000
CITY OF SAN BERNARDINO, CALIFORNIA
INDUSTRIAL DEVELOPMENT
FIRST MORTGAGE REVENUE BONDS
(RIVERVIEW INDUSTRIAL BUILDINGS)
SERIES 1982
OFFICER'S CERTIFICATE OF CONSENT TO THE JUNIOR LIEN
The undersigned, a duly authorized official of the City of
San Bernardino, California (the "City"), in connection with the
industrial development bond financing program entitled "$6,000,000 City
of San Bernardino, California, Industrial Development First Mortgage
Revenue Bonds (Riverview Industrial Buildings) Series 1982" (the "Bonds")
does hereby certify that:
(1) Attached hereto is an Accountant's Certificate;
(2) On the date hereof, the debt service on the Bonds is an
amount equal to
(3) The amount of the Junior Lien to be placed on the Property
is ;
(4) The Pledge Revenues available for payment on the Bonds are
;
(5) The amount equals or exceeds 1251 of the amounts listed in
Items (3) and (4);
(6) The City hereby consents to the Junior Lien as evidenced by
(a) the Promissory Note, (b) the Second Trust Deed, (c) the Security
Agreement, and (d) the Assignment of Leases, as previously approved by
adoption of Resolution No. of the City, adopted July 7, 1986.
DATED:
By:
Title:
/1772S
EXHIBIT "A"
-
-
-
c
r--
'-'
o
J
SBEOll-50/1760S/ak
06/26/86
#53
$6,000,000
CITY OF SAN BERNARDINO, CALIFORNIA
INDUSTRIAL DEVELOPMENT
FIRST MORTGAGE REVENUE BONDS
(RIVERVIEW INDUSTRIAL BUILDINGS)
SERIES 1982
AMENDMENT NO. 1 TO THE TRUST INDENTURE
This Amendment No. 1 to the Trust Indenture by and between
the City of San Bernardino, California (the "City") and Security
Pacific National Bank (the "Trustee"), dated as of April 1, 1982
("Amendment No.1") is dated this day of , 1986,
and shall amend the Trust Indenture to the extent hereinafter set
forth:
(1) Section 11.2 is amended by adding the following
paragraph:
"No Event of Default hereunder shall have deemed to
have occurred until (i) the Trustee shall have given
to the Lender notice of each Event of Default known to
the Trustee within five (5) days after knowledge of
the occurrence thereof (unless such Event of Default
shall have been remedied or cured before the giving of
such notice) and (ii) the Lender has been given an
opportunity to cure the same within at least thirty
(30) days after the date of giving such notice of
Event of Default if such default is monetary or
sufficient additional time to cure non-monetary
defaults not personal to the Developer. The Deed of
Trust will not be foreclosed in the event of a
bankruptcy effecting the Developer if the Lender keeps
payments due on any Bonds hereunder current."
(2) Section 11.11 is amended by adding a new first
sentence:
"The Trustee shall give to the Lender notice of each
Event of Default hereunder known to the Trustee within
five (5) days after knowledge of the occurrence
thereof, unless such Event of Default shall have
remedied or cured before the giving of such notice."
(3) The definition of "Lender"
Article I and shall read as follows"
is hereby added to
EXHIBIT "B"
- 1 -
c
~
'-'
--
....)
:)
"'Lender' means American Savings and Loan Association.
a California corporation."
This Amendment No. 1 may be simultaneously executed in
several counterparts, each of which shall constitute but one in the
same instrument. Except as and to the extent expressly amended
pursuant to this Amendment No. 1 to the Trust Indenture. the Trust
Indenture shall continue unmodified and in full force and effect.
- 2 -
-
-
--
-
c
""""
.........
o
.,~'....
,
_J
IT WITNESS WHEREOF, the City and the Trustee have caused
this Amendment No. 1 to the Trust Indenture to be executed by the
authorized representatives as of the date first written above.
CITY OF SAN BERNARDINO, CALIFORNIA
By:
(SEAL)
Title:
By:
Ti tle:
SECURITY PACIFIC NATIONAL BANK, TRUSTEE
By:
Title:
- - -
-
c
,-'"
'-
,-
....)
,--
.
...-'
SBEOll-51/1761S/pd
06/26/86
#54
$6,000,000
CITY OF SAN BERNARDINO, CALIFORNIA
INDUSTRIAL DEVELOPMENT
FIRST MORtGAGE REVENUE BONDS
(RIVERVIEW INDUSTRIAL BUILDINGS)
SERIES 1982
AMENDMENT NO. 1 TO THE LOAN AGREEMENT
This Amendment No. 1 to the Loan Agreement by and among
Security Pacific National Bank (the "Trustee"), the City of
San Bernardino (the "City") and Riverview Industrial Buildings, a
California general partnership (the "Developer"), dated as of
April 1,1982 ("Amendment No. I") is dated this day of
, 1986, and shall amend the Loan Agreement to the extent
as hereinafter set forth:
(1) Section 9.01 is amended by adding a paragraph to the
end thereof as follows: "No Event of Default shall have deemed to
have occurred hereunder unless (i) the Trustee shall have given to
the Lender notice of each such Event of Default within five (5) days
after knowledge of the occurrence thereof (unless such Event of
Default shall have been remedied or cured before the giving of such
notice), and (ii) the Lender has been provided an opportunity to
cure said Event of Default within at least thirty (30) days after
the date of giving of such notice of Event of Default to Lender if
such default is monetary or sufficient additional time to cure
non-monetary defaults not personal to the Developer. The Deed of
Trust will not be foreclosed in the event of a bankruptcy affecting
the Developer if the Lender keeps payment hereunder current."
(2) Section 10.01 is amended by adding a new addressee to
said section: "To the Lender at American Savings and Loan
Association, 15260 Ventura Boulevard, Suite 1600. Sherman Oaks.
California 91403, Attention: "
This Amendment No. 1 may be simultaneously executed in
several counterparts, each of which sha 11 constitute but one the
same instrument. Except as and to the extent expressly amended
pursuant to this Amendment No. 1 to the Loan Agreement, the Loan
Agreement shall continue unmodified and in full force and effect.
EXHIBIT "C"
- 1 -
~ ~-
-
c
"""'
-"'\
-....I
)
.......
IN WITNESS WHEREOF, the parties have
this Amendment No. 1 to the Loan Agreement
thereunder duly authorized as of the date in
above.
executed and attest
by their officers
year first written
SECURITY PACIFIC NATIONAL BANK,
as Trustee
By:
Title:
CITY OF SAN BERNARDINO, CALIFORNIA
By:
Title:
(SEAL)
By:
City Clerk
RIVERVIEW INDUSTRIAL BUILDINGS,
a California general partnership
By: Riverview Properties, Ltd.,
a California limited partnership
General Partner of Riverview
Industrial Buildings
By: Community Consultants
Corporation,
a California corporation
General Partner of
Riverview Properties, Ltd.
By:
Russ E. Hatle,
Its President
By: Western States Projects
Corporation,
a California corporation
General Partner of Riverview
Industrial Buildings
By:
Richard O'Hara,
Its President
-- -- ---
c
"""
.-.
....)
)
1"",1
SBEOll-52/1767S/sg
06/26/86
RECORDING REQUESTED BY:
CITY OF SAN BERNARDINO,
Ca lifornia
300 North "0" Street
San Bernardino, California 92418
WHEN RECORDED MAIL TO:
SABO & DEITSCH
Suite 100
5855 Topanga Canyon Boulevard
Woodland Hills, California 91367
(Space above for Recorder's use)
AMENDMENT NO. 1 TO THE DEED OF TRUST
This Amendment No. 1 to the Deed of Trust by Riverview
Industrial Buildings, a California general partnership (the
"Developer"), to Security Pacific National Bank (the "Trustee"), on
behalf of the City of San Bernardino, California (the "City"), dated
as of April 1, 1982 ("Amendment No. I") is dated , 1986, and
shall amend the Deed of Trust to the extent that is hereinafter set
forth:
(1) Section B.l is amended by adding the following
paragraph:
"No Event of Default as under the Loan Agreement as
described above shall be deemed to have occurred until
(i) the Trustee shall have given to the Lender
notice of each event of default hereunder known to the
Trustee within five (5) days after knowledge of the
occurrence thereof (unless such Event of Default shall
have been remedied or cured before the giving of such
notice) and (ii) the Lender has been given an
opportuni ty to cure the same wi thin at least thi rty
(30) days after the date of giving such notice of
Event of Default if such default is monetary or
sufficient additional time to cure non-monetary
defaults not personal to the borrower. The Deed of
Trust will not be foreclosed in the event of a
bankruptcy effecting the Developer if the Lender keeps
payments due on any Bonds current.
"The Trustee shall give to the Lender notice of each
Event of Default hereunder known to the Trustee within
five (5) days after knowledge of the occurrence
thereof, unless such Event of Default shall have been
EXHIBIT "0"
-- - --
~
-
....'
,,-.
'-"
--
-...J
"
,,)
remedied or cured before the giving of such notice."
"Lender" means American Savings and Loan Association,
a California corporation.
This Amendment No. 1 may be simultaneously executed in
several counterparts, each of which shall constitute but one in the
same instrument.
- 2 -
("
"-,
,-
v
--,
v
",",
...J
IN WITNESS WHEREOF, the parties have
this Amendment No. 1 to the Deed of Trust
thereunder duly authorized as of the date in
above.
executed and attest
by their officers
year first written
RIVERVIEW INDUSTRIAL BUILDINGS,
a California general partnership
By: Riverview Properties, Ltd.,
a California limited partnership
General Partner of Riverview
Industrial Buildings
By: Community Consultants
Corporation,
a California corporation
General Partner of
Riverview Properties, Ltd.
By:
Russ E. Hatle,
Its President
By: Western States Projects
Corporation,
a California corporation
General Partner of Riverview
Industrial Buildings
By:
Richard O'Hara,
Its President
The Trustee and the City hereby consent to the above
Amendment No. 1 to the Deed of Trust.
Dated:
SECURITY PACIFIC NATIONAL BANK,
as Trustee
By:
Ti tle:
CITY OF SAN BERNARDINO, CALIFORNIA
By:
Ti tle:
c --- 0 "~
",-" /
ACKNOWLEDGMENT
STATE OF
)
)
)
On thi s day of ,1986, before me, a Notary
Public duly commissioned, qualified and acting within and for the
State and City aforesaid, appeared in person the within-named
in the capacity of of Community
Consultants Corporation, a California corporation, as general
partner of Riverview Properties, Ltd., a California limited
partnership, as general partner of Riverview Industrial Buildings, a
California general partnership, to me personally known, who stated
that he was duly authorized in his capacity as aforementioned to
execute the foregoing instrument for and in the name and behalf of
the Corporation, and further stated and acknowledged that he had so
signed, executed and delivered the foregoing instrument for the
consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF,
official seal this day of
I have hereunto set my hand and
, 1986.
Notary Public
(SEAL)
My Commission expires:
-
c
,.....
o
,
-'
v
ACKNOWLEDGMENT
STATE OF
)
)
)
On this day of ,1986, before me, a Notary
Public duly commissioned, qualified and acting within and for the
State and County aforesaid, appeared in person the within-named
in the capacity of of Western States
Projects Corporation, a California corporation, as general partner
of Riverview Industrial Buildings, a California general partnership,
to me personally known, who stated that he was duly authorized in
his capacity as aforementioned to execute the foregoing instrument
for and in the name and behalf of the said Corporation, and further
stated and acknowledged that he had so signed, executed and
delivered the foregoing instrument for the consideration. uses and
purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF,
official seal this day of
I have hereunto set my hand and
, 1986.
Notary Public
(SEAL)
My Commission expires:
.-
-
.--
-
v
--
....,;
,)
I",...
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES )
this day of ,1986, before me, a Notary
commissioned, qualified and acting within and for the
State aforesaid, appeared in person the within-named
, the of Security Pacific National Bank, a
national banking association, to me personally known, who stated
that he is duly authorized in his capacity to execute the foregoing
instrument for and in the name and behalf of said Bank, and further
stated and acknowledged that he had so signed, executed and
delivered the foregoing instrument for the consideration, uses and
purposes therein mentioned and set forth.
On
duly
and
Public
County
IN TESTIMONY WHEREOF,
official seal this day of
I have hereunto set my hand and
, 1986.
Notary Public
(SEAL)
My Commission expires:
-,.,-
i.-
~-
'"'"'
v
.....-,""
--
SBEOll-53/l768S/ak
06/26/86
RECORDING REQUESTED BY:
City of San Bernardino, California
300 North wDw Street
San Bernardino, California 92418
WHEN RECORDED MAIL TO:
SABO & DEITSCH,
A PROFESSIONAL CORPORATION
5855 Topanga Canyon Boulevard
Suite 100
Woodland Hills, California 91367
(Space above for Recorder's use)
AMENDMENT NO. 1 TO THE ASSIGNMENT OF LEASES,
RENTS AND PROFITS
This Amendment No. 1 to the Assignment of Rents, Leases and
Profits by Riverview Industrial Buildings, a California general
partnership (the WDeveloperW), dated as of April 1, 1982 ("Amendment
No. lW) to Security Pacific National Bank (the WTrustee"), on behalf
of the City of San Bernardino (the WCityW), is dated this day
of , 1986, and shall amend the Assignment of Rents,
Leases and Profits to the extent as hereinafter set forth:
(1) Section 13 is amended by adding a sentence to the
beginning of the Section: WAll notices given by Developer to the
Trustee hereunder shall also be given to the Lender listed below."
and by adding a new addressee to said section: "To the Lender at
American Savings and Loan Association, 15260 Ventura Boulevard,
Suite 1600, Sherman Oaks, California 91403, Attention:
W
(2) Section 14 is amended to read as follows: "Neither
this Agreement nor any memorandum, modification or amendment hereof
shall be recorded without the prior written approval of the Trustee
or the Lender."
This Amendment No. 1 may be simultaneously executed in
several counterparts, each of which shall constitute but one the
same instrument. Except as and to the extent expressly amended
pursuant to this Amendment No. 1 to the Assignment of Rents, Leases
and Profits, the Assignment of Rents, Leases and Profits shall
continue unmodified and in full force and effect.
EXHIBIT "E"
- 1 -
c
1'"
'-'
()
I
. /
IN WITNESS WHEREOF, the parties have executed and attest
this Amendment No. 1 to the by their officers thereunder duly
authorized as of the date in year first written above.
RIVERVIEW INDUSTRIAL BUILDINGS,
a California general partnership
By:
Riverview Properties, Ltd.,
a California limited partnership
General Partner of Riverview
Industrial Buildings
By: Community Consultants
Corporation,
a California corporation
General Partner of
Riverview Properties. Ltd.
By:
Russ E. Hatle,
Its President
By: Western States Projects
Corporation,
a California corporation
General Partner of Riverview
Industrial Buildings
By:
Richard O'Hara,
Its President
The Trustee and the City hereby consent to the above
Amendment No.1.
Dated:
SECURITY PACIFIC NATIONAL BANK,
as Trustee
By:
Title:
CITY OF SAN BERNARDINO,
By:
Ti tle:
......... ---
-
-
/Y-" ",.....,
"-' '-'
o
.
-""
ACKNOWLEDGMENT
STATE OF
)
)
)
On this day of ,1986, before me, a Notary
Public duly conunissioned, qualified and acting wi thin and for the
State and City aforesaid, appeared in person the within-named
in the capacity of of Community
Consultants Corporation, a California corporation, as general
partner of Riverview Properties, Ltd., a California limited
partnership, as general partner of Riverview Industrial Buildings, a
California general partnership, to me personally known, who stated
that he was duly authorized in his capacity as aforementioned to
execute the foregoing instrument for and in the name and behalf of
the Corporation, and further stated and acknowledged that he had so
signed, executed and delivered the foregoing instrument for the
consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF,
official seal this day of
I have hereunto set my hand and
, 1986.
Notary Public
(SEAL)
My Conunission expires:
~
- -
-
-
r-
'-
"""'"
'-'
o
J
ACKNOWLEDGMENT
STATE OF
)
)
)
On this day of ,1986, before me, a Notary
Public duly commissioned, qualified and acting within and for the
State and County aforesaid, appeared in person the within-named
in the capacity of of Western States
Projects Corporation, a California corporation, as general partner
of Riverview Industrial Buildings, a California general partnership,
to me personally known, who stated that he was duly authorized in
his capacity as aforementioned to execute the foregoing instrument
for and in the name and behalf of the said Corporation, and further
stated and aCknowledged that he had so signed, executed and
delivered the foregoing instrument for the consideration, uses and
purposes therein mentioned and set forth.
IN TESTIMONY
official seal this
WHEREOF,
day of
I
have hereunto
, 1986.
set
my hand
and
Notary Public
(SEAL)
My Commission expires:
~
-
-
-
,,....'"
"".',,",
.-
v
,)
'-
'-<I
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES )
this day of ,1986, before me, a Notary
commissioned, qualified and acting within and for the
State aforesaid. appeared in person the within-named
, the of Security Pacific National Bank, a
national banking association. to me personally known, who stated
that he is duly authorized in his capacity to execute the foregoing
instrument for and in the name and behalf of said Bank, and further
stated and acknowledged that he had so signed, executed and
delivered the foregoing instrument for the consideration, uses and
purposes therein mentioned and set forth.
On
duly
and
Public
County
IN TESTIMONY WHEREOF,
official seal this day of
I have hereunto set my hand and
, 1986.
Notary Public
(SEAL)
My Commission expires:
id
'-'
:'0......
'-'
o
)
,j
SBEOll-54/l77lS/ak
06/26/86
$6,000,000
CITY OF SAN BERNARDINO, CALIFORNIA
INDUSTRIAL DEVELOPMENT
FIRST MORTGAGE REVENUE BONDS
(RIVERVIEW INDUSTRIAL BUILDINGS)
SERIES 1982
OFFICER'S CERTIFICATE OF
CONSENT TO RELEASE OF PROJECT
The undersigned, a duly authorized official of the City of
San Bernardino, California (the "City"), in connection with the
industrial development bond financing program entitled "$6,000,000 City
of San Bernardino, California, Industrial Development First Mortgage
Revenue Bonds (Riverview Industrial Buildings) Series 1982" (the "Bonds")
does hereby certify that:
(1) The portion of the Project property to be released is
square feet.
(2) The release price for the portion of the property to be
released is , which price is equal to or greater than
twenty-five dollars ($25) per square feet of the gross leasable space
subject to such release.
(3) Attached hereto is an Accountant's Certificate
demonstrating that the annualized net revenues after the partial
prepayment of the Note pursuant to Section 3.08 in the amount determined
pursuant to (2) above shall not be less than one hundred thirty-five
percent (135~) of the average annual debt service on the Note.
(4) Pursuant to said Accountant's Certificate, the prepayment
amount as determined pursuant to Section 3.08(iv) of the Loan Agreement
is
(5) The Trustee is hereby requested to accept the present Deed
of Trust and to execute the attached Deed of Trust to effect the release
of the property pursuant to Section A.16 of the Deed of Trust.
Dated:
By:
Title:
EXHIBIT "F"
c
RIVEQEW INDUSTRIAL BUQINGS
25201 Paseo de Alisa, Suite 120
Laguna Hills, California 92653
(714) 768-8011
~)
-J
$6,000,000
CITY OF SAN BERNARDINO, CALIFORNIA
INDUSTRIAL DEVELOPMENT
FIRST MORTGAGE REVENUE BONDS
(RIVERVIEW INDUSTRIAL BUILDINGS)
SERIES 1982
June 26, 1986
City of San Bernardino, California
300 North "D" Street
San Bernardino, California 92418
Security Pacific National Bank
P.O. Box 30376
Terminal Annex
Los Angeles, California 90030
REQUEST OF THE DEVELOPER FOR CONSENT TO A "JUNIOR
LIEN" ON THE RIVERVIEW INDUSTRIAL BUILDINGS
PROJECT AND THE PARTIAL OR COMPLETE RELEASE OF
THE PROJECT LIEN IMPOSED BY THE DEED OF TRUST
The purpose of this letter is to request that the City of
San Bernardino, California (the "City"), and Security Pacific National
Bank (the "Trustee") consent to the imposition of a "Junior Lien"
pursuant to Section 8.15 of the Loan Agreement by and among the Trustee,
the City and Riverview Industrial Buildings, a California general
partnership (the "Developer"), dated as of April 1, 1982 (the "Loan
Agreement"), and to the partial or complete release of the project
financed with the proceeds of the above-mentioned bonds (the "Project")
from the Lien imposed by the deed of trust by the Developer to the
Trustee, for the benefit of the City, dated as of April 1, 1982 (the
"Deed of Trust"), pursuant to the terms of Section A.16 of the Deed of
Trust and Section 3.08 of the Loan Agreement. Unless otherwise defined
herein, all capitalized terms used herein shall have the same meaning as
in the Trust Indenture by and between the City and the Trustee dated as
of April 1, 1982 (the "Indenture").
The Developer proposes to effect the partial or complete release
of the Project by offering to purchase Outstanding Bonds (the "Tender
Offer") through E. F. Hutton and Company, Inc. (the "Dealer Manager") and
to turn over the Bonds purchased pursuant to the Tender Offer (the
"Tendered Bonds") to the Trustee for defeasance. The Dealer Manager will
make the Tender Offer in accordance with the provisions of the Commitment
Letter dated June 13, 1986, as attached hereto as Exhibit "A" (the
"Dealer Milnager Agreement"). Funds for the payment of the purchase price
of the Tendered Bonds will be obtained pursuant to the terms of
Commitment No. GW-0153 from American Savings and Loan Association (the
"Lender") to the Developer dated June 11, 1986, as attached hereto as
.,
-
-
-
c
,,-.
'-'
-,
\ .
....,I
)
-
Page 2
Exhibit "B" (the "Financing Conanitment"). If the Tender Offer is
completed as described hereinbelow, all funds advanced will be secured by
the documents described in Section 7 of the Financing Commitment (the
tlJunior Lien").
At this time it is not possible to know how many Bond Holders
will accept the Tender Offer. There are three possible scenarios.
First, Section 11(0)(4) of the Financing Commitment provides that if the
Developer is successful in convincing all of the Bond Holders to accept
the Tender Offer, the Developer will turn over all of the Tendered Bonds
to the Trustee for defeasance, and the Trustee and the City will reconvey
the entire Project to the Lender pursuant to Section 3.08 of the Loan
Agreement and Section A.16 of the Deed of Trust.
Second, if less than $2,400,000 of the Bonds are tendered for
purchase pursuant to the Tender Offer, the provisions of
Section 1l(0)(5)(a) of the Financing Conanitment will be in effect, and
the Financing Conanitment will lapse. No Junior Lien will be placed on
the Project and there will be no release of Project.
Third, if less than $6,000,000 but more than $2,400,000 of the
Bonds are tendered for purchase (the "Tendered Amount"), the provia ions
of Section 1l(0)(5)(b) and Section 11(0)(6) of the Financing Conanitment
will be in effect. Upon satisfaction of the terms and conditions of
Section 3.08 by the Developer the remaining amount of the Financing
Commitment (the "Remaining Amount") shall be "held-back" pursuant to the
terms of a loan agreement as described in Section 1l(0)(6)(a) of the
Financing Commitment. The Developer will then request that the City
elect to redeem the rest of the Outstanding Bonds pursuant to
Sections 3.3 and 3.8 of the Trust Indenture with the redemption price of
said Bonds to be paid by the amounts "held-back." The Redemption Date
will be April I, 1989, the first date on which the Bonds may be redeemed.
Thank you for your time and cooperation.
questions, please do not hesitate to contact Russ E.
Consultants Corporation, 25201 Paseo de Aliaa, Suite
California 92653, or by calling (714) 768-8011.
If you have any
Hatle at Community
120, Laguna Hills,
RIVERVIEW INDUSTRIAL BUILDINGS,
a California general partnership
By: Riverview Properties, Ltd.,
a California limited partnership
General Partner of Riverview
Industrial Buildings
By: Community Consultants
Corporation,
a California corporation
General Partner of
Riverview Properties, Ltd.
By: /s/
Russ E. BatIe,
Its President