HomeMy WebLinkAbout2011-03-08 - AGENDA REPORTS - AMENDED RESTATED RDA 2008 LOAN (2)Agenda Item: 12
CITY OF SANTA CLARITA
AGENDA REPORT
CONSENT CALENDAR City Manager Approval
Item to be presented by:
Darren Hernandez
DATE: March 8, 2011
SUBJECT: APPROVAL OF AN AMENDED AND RESTATED LOAN
AGREEMENT RELATING TO THE 2008 NOTE OF THE
REDEVELOPMENT AGENCY IN FAVOR OF THE CITY
DEPARTMENT: Administrative Services
RECOMMENDED ACTION
City Council:
1. Adopt a Resolution Authorizing Modifications to a Loan Agreement with the Redevelopment
Agency of City of Santa Clarita and Approving the Execution of an Amended and Restated
Loan Agreement.
Redevelopment Agency Board:
2. Adopt a Resolution Authorizing Modifications to a Loan Agreement with the City of Santa
Clarita and Approving the Execution of an Amended and Restated Loan Agreement and 2008
Note Related Thereto.
BACKGROUND
Pursuant to California Community Redevelopment Law (codified in Part 1 of Division 24 of the
California Health and Safety Code) (the "Redevelopment Law"), the City of Santa Clarita (the
"City") previously loaned funds to the Redevelopment Agency of the City of Santa Clarita (the
"Agency") from 1994 until 2008 for administrative purposes and to fund redevelopment projects
of the Agency, evidenced by thirteen (13) promissory notes with an outstanding aggregate
balance due of $11,943,000 as of May 31, 2008. On -May 13, 2008, the City made an additional
loan of $5,135,000 to the Agency and consolidated the 13 prior loans with the new loan into one
note in the principal amount of $17,078,000 (the "2008 Note") pursuant to a loan agreement (the
"Loan Agreement") which was approved and entered into by the City and the Agency. The 2008
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Note was subordinated to any new or future bonded indebtedness of the Agency and bears
interest at a fixed rate of 6.8% per annum. The maturity date of the 2008 Note is June 1, 2043.
On March 8, 2011, it is contemplated that the Agency will exercise its option under the Loan
Agreement to make a prepayment of a portion of the principal and all of the interest accrued to
date on the 2008 Note in the total amount of $7,700,000 from available funds of the Agency, and
the City will accept such payment. The remaining balance on the 2008 Note will then be
$12,354,616.40, as of March 8, 2011.
In order to (i) reestablish and reaffirm the terms and conditions upon which the 2008 Note was
made, including the addition of a debt service repayment schedule, (ii) evidence the partial
repayment of the 2008 Note, and (iii) clarify the source of repayment of the 2008 Note, including
the Agency's pledge of tax increment revenues securing the .2008 Note, it is proposed that the
Loan Agreement be amended and restated as provided in the form of the Amended and Restated
Loan Agreement (the "Amended and Restated Loan Agreement") provided at this meeting. The
Amended and Restated Loan Agreement also deletes any references to parity debt under the
Agreement. The 2008 Note will continue to bear interest at an annual rate of 6.8% and mature
on June 1, 2043. The 2008 Note will contain a defined payment schedule, with any payments not
made as scheduled to be added to outstanding principal.
Adoption of the Resolutions approves the Amended and Restated Loan Agreement with attached
2008 Note and authorizes the Mayor and City Clerk of the City, and Chairman and Secretary of
the Agency, to execute and attest the Amended and Restated Loan Agreement, and the Executive
Director and Secretary to re -execute and attest the 2008 Note.
ALTERNATIVE ACTIONS
1. The City Council/Board may choose not to modify the Loan Agreement.
2. Other action as determined by the City Council/Board.
FISCAL IMPACT
None.
ATTACHMENTS
Resolution of the City Council Authorizing Modifications to a Loan Agreement with the
Redevelopment Agency of the City of Santa Clarita and Approving the Execution of an
Amended and Restated Loan Agreement
Resolution of the Redevelopment Agency of the City of Santa Clarita Authorizing Modifications
to a Loan Agreement with the City of Santa Clarita and Approving the Execution of an Amended
and Restated Loan Agreement and 2008 Note Related Thereto
Amended and Restated Loan Agreement
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RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA
CLARITA, CALIFORNIA, AUTHORIZING MODIFICATIONS TO A LOAN
AGREEMENT WITH THE REDEVELOPMENT AGENCY OF THE CITY OF
SANTA CLARITA AND APPROVING THE EXECUTION OF AN AMENDED
. AND RESTATED LOAN AGREEMENT
WHEREAS, the Redevelopment Agency of the City of Santa Clarita (the "Agency") is
authorized pursuant to the Community Redevelopment Law, being Part 1 of Division 24
(commencing with Section 33000) of the Health and Safety Code of the State of California (the
"Law"), to incur indebtedness for the purpose of financing certain redevelopment activities
within and/or of benefit to its Newhall Redevelopment Project Area (the "Project Area"); and
WHEREAS, the City of Santa Clarita (the "City") previously loaned funds to the Agency
for administrative purposes and to fund redevelopment projects of the Agency evidenced by a
total of thirteen (13) promissory notes in the aggregate principal amount of $10,242,068, and
together with accrued interest, with an outstanding aggregate balance due of $11,943,000 as of
May 31, 2008 (the "Prior Notes"); and
WHEREAS, On May 13 2008, the City made a new loan in the principal amount of
$5,135,000 to the Agency to fund redevelopment projects of the Agency pursuant to and in
accordance with a Loan Agreement dated as of May 13, 2008 (the "Loan Agreement"), pursuant
to which Loan Agreement the new loan and the Prior Notes were consolidated into a single note
in the principal amount of $17,078,000 (the "2008 Note"); and
WHEREAS, on March 8, 2011, in accordance with the terms and provisions of the Loan
Agreement, the Agency prepaid a portion of the 2008 Note in the amount of $7,700,000,
representing $3,359,928.94 of accrued interest and $4,340,071.06 of principal repayment; and
WHEREAS, the Agency and the City desire to modify the Loan Agreement to (i)
reestablish and reaffirm the terms and conditions upon which the 2008 Note was made, including
the addition of a debt service repayment schedule, (ii) evidence the partial repayment of the 2008
Note, and (iii) clarify the source of repayment of the 2008 Note, including the Agency's pledge
of tax increment revenues securing the 2008 Note, all as provided and further described in the
Amended and Restated Loan Agreement, dated as of March 8, 2011 (the "Amended and Restated
Loan Agreement"), the proposed form of which has been presented to this City Council; and
WHEREAS, the Board of the Agency, with the aid of its staff, has reviewed the Amended
and Restated Loan Agreement and related documentation, which documentation is on file with
the Secretary of the Agency;
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WHEREAS, the City Council, with the aid of its staff, has reviewed the Amended and
Restated Loan Agreement and related documentation, which documentation is on file with the
City Clerk of the City of Santa Clarita;
NOW, THEREFORE, the City Council of the City of Santa Clarita does hereby resolve as
follows:
SECTION 1. In- accordance with the Law and the terms and provisions of the Loan
Agreement, the City hereby approves the modifications and clarifications to the Loan Agreement
as set forth in the Amended and Restated Loan Agreement, including the addition of a debt
service repayment schedule and the pledge of tax increment revenues securing the 2008 Note.
SECTION 2. The City hereby approves the Amended and Restated Loan Agreement in
substantially the form on file with the City Clerk, together with such revisions, amendments and
completions as shall be approved by the Mayor, the City Manager, the Deputy City Manager/
Director of Administrative Services, or the City Clerk, or any designee of any of them (each, an
"Authorized Officer"), such approval to be conclusively evidenced by the execution and delivery
thereof by an Authorized Officer. The date, maturity date, interest rate or rates, form, and other
terms of the 2008 Note shall be as provided in the Amended and Restated Loan Agreement, as
finally re -executed.
SECTION 3. Any one of the Authorized Officers is hereby authorized and directed,
jointly and severally, to execute and deliver any and all documents and instruments and to do and
cause to be done any and all acts and things necessary or proper in order to consummate the
execution of the Loan Agreement and otherwise to effectuate the purposes of this Resolution and
the transactions contemplated hereby.
SECTION 4. This Resolution shall take effect immediately upon its adoption.
SECTION 5. The City Clerk shall certify to the adoption of this Resolution, and
thenceforth and thereafter the same shall be in full force and effect. Notwithstanding the
foregoing, such certification and any of the other duties and responsibilities assigned to the City
Clerk pursuant to this Resolution may be performed by a Deputy City Clerk with the same force
and effect as if performed by the City Clerk hereunder.
2 � 7
PASSED, APPROVED AND ADOPTED this day of March, 2011.
MAYOR
ATTEST:
CITY CLERK
DATE:
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Kevin Tonoian, Acting City Clerk of the City of Santa Clarita, do hereby certify that the
foregoing Resolution No. was duly adopted by the Redevelopment Agency of the City of
Santa Clarita at a regular meeting thereof, held on the 8th day of March, 2011, by the following
vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
CITY CLERK
-S-
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
CERTIFICATION OF
CITY COUNCIL RESOLUTION
I, , City Clerk of the City of Santa Clarita, do hereby
certify that this is a true and correct copy of the original Resolution 11- adopted by the City
Council of the City of Santa Clarita, California on , 2011, which is now on file in my
office.
Witness my hand and seal of the City of Santa Clarita, California, this day of
2011.
City Clerk
By
Deputy City Clerk
4 �'
RESOLUTION NO.
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA
CLARITA AUTHORIZING MODIFICATIONS TO A LOAN AGREEMENT WITH THE CITY
OF SANTA CLARITA AND APPROVING THE EXECUTION OF AN AMENDED AND
RESTATED LOAN AGREEMENT AND 2008 NOTE RELATED THERETO
WHEREAS, the Redevelopment Agency of the City of Santa Clarita (the "Agency") is
authorized pursuant to the Community Redevelopment Law, being Part 1 of Division 24
(commencing with Section 33000) of the Health and Safety Code of the State of California (the
"Law"), to incur indebtedness for the purpose of financing certain redevelopment activities
within and/or of benefit to its Newhall Redevelopment Project Area (the "Project Area"); and
WHEREAS, the City of Santa Clarita (the "City") previously loaned funds to the Agency
for administrative purposes and to fund redevelopment projects of the Agency evidenced by a
total of thirteen (13) promissory notes in the aggregate principal amount of $10,242,068, and
together with accrued interest, with an outstanding aggregate balance due of $11,943,000 as of
May 31, 2008 (the "Prior Notes"); and
WHEREAS, on May 13 2008, the City made a new loan in the principal amount of
$5,135,000 to the Agency to fund redevelopment projects of the Agency pursuant to and in
accordance with a Loan Agreement dated as of May 13, 2008 (the "Loan Agreement"), pursuant
to which Loan Agreement the new loan and the Prior Notes were consolidated into a single note
in the principal amount of $17,078,000 (the "2008 Note"); and
WHEREAS, on March 8, 2011, in accordance with the terms and provisions of the Loan
Agreement, the Agency prepaid a portion of the 2008 Note in the amount of $7,700,000,
representing $3,359,928.94 of accrued interest and $4,340,071.06 of principal repayment; and
WHEREAS, the Agency and the City desire to modify the Loan Agreement to (i)
reestablish and reaffirm the terms and conditions upon which the 2008 Note was made, including
the addition of a debt service repayment schedule, (ii) evidence the partial repayment of the 2008
Note and (iii) clarify the, source of repayment of the 2008 Note, including the Agency's pledge of
tax increment revenues securing the 2008 Note, all as provided and further described in the
Amended and Restated Loan Agreement, dated as of March 8, 2011 (the "Amended and Restated
Loan Agreement"), the proposed form of which has been presented to this Board; and
WHEREAS, the Board of the Agency, with the aid of its staff, has reviewed the Amended
and Restated Loan Agreement and related documentation, which documentation is on file with
the Secretary of the Agency;
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NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA
CLARITA DOES RESOLVE AS FOLLOWS:
In accordance with the Law and the terms and provisions of the Loan Agreement, the
Agency hereby approves the modifications and clarifications to the Loan Agreement as set forth
in the Amended and Restated Loan Agreement, including the addition of a debt service
repayment schedule and the pledge of tax increment revenues securing the 2008 Note.
SECTION 1. The Agency hereby approves the Amended and Restated Loan Agreement
in substantially the form on file with the Secretary, together with such revisions, amendments and
completions as shall be approved by the Chairperson, the Vice Chairperson, the Executive
Director, the Treasurer or the Secretary of the Agency, or any designee of any of them (each, an
`.`Authorized Officer"), such approval to be conclusively evidenced by the execution and delivery
thereof by an Authorized Officer. The date, maturity date, interest rate or rates, form and other
terms of the 2008 Note shall be as provided in the Amended and Restated Loan Agreement, as
finally re -executed.
SECTION 2. Any one of the Authorized Officers is hereby authorized and directed,
jointly and severally, to execute and deliver any and all documents and instruments and to do and
cause to be done any and all acts and things necessary or proper in order to consummate the
execution of the Note and otherwise to effectuate the purposes of this Resolution and the
transactions contemplated hereby.
SECTION 3. This Resolution shall take effect immediately upon its adoption.
PASSED, APPROVED AND ADOPTED this day of March, 2011.
ATTEST:
SECRETARY
DATE:
CHAIR
2 8—
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Kevin Tonoian, Acting Secretary of the Redevelopment Agency of the City of Santa
Clarita, do hereby certify that the foregoing Resolution No. was duly adopted by the
Redevelopment Agency of the City of Santa Clarita at a regular meeting thereof, held on the 8th
day of March, 2011, by the following vote:
AYES: AGENCY MEMBERS:
NOES: AGENCY MEMBERS:
ABSENT: AGENCY MEMBERS
SECRETARY
C?.
STATE.OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
CERTIFICATION OF
CITY COUNCIL RESOLUTION
I, , City Clerk of the City of Santa Clarita, do hereby
certify that this is a true and correct copy of the original Resolution 11- adopted by the City
Council of the City of Santa Clarita, California on , 2011, which is now on file in my
office.
Witness my hand and seal of the City of Santa Clarita, California, this day of
2011.
City Clerk
By
Deputy City Clerk
4 _/A�
AMENDED AND RESTATED LOAN AGREEMENT
by and between the
CITY OF SANTA CLARITA
and the
REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA
Dated as of March 8, 2011
0
TABLE OF CONTENTS
Page
ARTICLEI DEFINITIONS.................................................................................................................. 1
Section1.01
Definitions..................................................................................................... 2
Section 1.02
Rules of Construction.................................................................................... 2
ARTICLE II THE 2008 NOTE.............................................................................................................. 2
Section 2.01
Authorization................................................................................................. 2
Section 2.02
Repayment of the Notes................................................................................. 2
Section 2.03
Optional Prepayment of the Notes................................................................. 3
ARTICLE III SOURCE OF REPAYMENT............................................................................................ 3
Section 3.01
Source of Repayment..................................................................................... 3
ARTICLE IV OTHER
COVENANTS OF THE AGENCY.................................................................... 3
Section 4.01 '
Punctual Payment; Extension of Payments ................................................... 3
Section 4.02
Protection of Security and Rights................................................................... 3
Section 4.03
Payments of Taxes and Other Charges.......................................................... 3
Section 4.04
Further Assurances........................................................................................ 3
ARTICLE V EVENTS OF DEFAULT AND REMEDIES.................................................................... 4
Section 5.01
Events of Default and Acceleration of Maturities ......................................... 4
Section5.02
No Waiver...................................................................................................... 4
Section 5.03
Remedies Not Exclusive................................................................................ 5
ARTICLE VI MISCELLANEOUS
......................................................................................................... 5
Section 6.01
Benefits Limited to Parties............................................................................ 5
Section 6.02
Successor is Deemed Included in All References to Predecessor ................. 5
Section 6.03
Discharge of Loan Agreement.................................................................:.... 5
Section 6.04
Amendments and Supplements...................................................................... 6
Section 6.05
Waiver of Personal Liability.......................................................................... 6
Section 6.06
Payment on Business Days............................................................................ 6
Section6.07
Notices........................................................................................................... 6
Section 6.08
Partial Invalidity............................................................................................ 6
Section 6.09
Article and Section Headings and References ............................................... 6
Section 6.10
Execution of Counterparts............................................................................. 7
Section6.11
Governing Law.............................................................................................. 7
Section6.12
Assignment.................................................................................................... 7
EXHIBIT A — FORM OF 2008 NOTE .........................
EXHIBIT B — LIST OF PRIOR NOTES ............................
............... :................................................. A- I
................................................................. B-1
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LOAN AGREEMENT
This AMENDED AND RESTATED LOAN AGREEMENT (the "Loan Agreement") is
dated as of March 8, 2011, by and between the CITY OF SANTA CLARITA, a municipal corporation
duly organized and existing under the laws of the State of California (the "City"), and the
REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, a public body, corporate and
politic, organized and existing under and by virtue of the laws of the State of California (the "Agency")
and amends and restates in full the Loan Agreement, dated as of May 13, 2008 (the "Original Loan
Agreement"), by and between the City and the Agency;
WITNESSETH:
WHEREAS, pursuant to California Community Redevelopment Law (codified in Part 1
of Division 24 of the California Health and Safety Code) '(the "Redevelopment Law"), the City has
previously loaned funds to the Agency for administration and redevelopment activities of the Agency, and
in exchange the Agency has executed thirteen (13) promissory notes ("Prior Notes") in favor of the City;
and
WHEREAS, as of May 31, 2008, the Prior Notes were outstanding in the aggregate
principal amount of $10,242,068, and together with accrued interest, had an outstanding aggregate
balance due of $11,943,000; and
WHEREAS, in 2008, the City offered and the Agency accepted the offer of a new loan
from the City in the principal amount of $5,135,000; and
WHEREAS, the Agency and the City consolidated the new loan and the refinancing of
the Prior Notes into a single note (the "2008 Note") under the Original Loan Agreement; and
WHEREAS, on March 8, 201.1, the Agency authorized and exercised its option for the
prepayment of a portion of the 2008 Note in accordance with the terms and provisions of the Original
Loan Agreement, in the amount of $7,700,000, representing $3,359,928.94 of accrued interest and
$4,340,071.06 of principal repayment on the 2008 Note;
WHEREAS, the Original Loan Agreement provides for its modification and amendment;
and
WHEREAS, in order to (i) reestablish and reaffirm the terms and conditions upon which
the 2008 Note was made, including the addition of a debt service repayment schedule and removal of
reference to parity debt, (ii) evidence the partial repayment of the 2008 Note and (iii) clarify the Agency's
pledge of tax increment revenues securing the 2008 Note, the City and the Agency wish to enter into this
Amended and Restated Loan Agreement; and
WHEREAS, all acts and proceedings required by law necessary to make this Amended
and Restated Loan Agreement, when executed by the City and the Agency, the valid, binding and legal
obligations of the City and the Agency, and to constitute this Amended and Restated Loan Agreement a
valid and binding agreement for.the uses and purposes herein set forth in accordance with its terms, have
been done and taken, and the execution and delivery of this Amended and Restated Loan Agreement have
been in all respects duly authorized;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Unless the context otherwise requires, the capitalized terms
in this Amended and Restated Loan Agreement shall have the respective meanings set forth below:
"Agency" means Redevelopment Agency of the City of Santa Clarita.
"City" means the City of Santa Clarita.
"Maturity Date" means June 1, 2043.
"Prior Notes" mean, collectively, the loans by the City to the Agency evidenced by the promissory notes
and or resolutions listed on Exhibit B attached hereto.
112008 Note" means the note under this Amended and Restated Loan Agreement in the initial principal
amount of $17,078,000, as may be amended from time to time.
Section 1.02 Rules of Construction. All references herein to "Articles," "Sections"
and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Amended and
Restated Loan Agreement, and the words "herein," "hereof," "hereunder" and other words of similar
import refer to this Amended and Restated Loan Agreement as a whole and not to any particular Article,
Section or subdivision hereof.
ARTICLE II
THE 2008 NOTE; PARITY DEBT
Section 2.01 Authorization. (a) The City and Agency have each previously agreed
to consolidate the Prior Notes into one note, the 2008 Note, dated [[May 13, 2008]], in the principal
amount of Seventeen Million Seventy -Eight Thousand Dollars ($17,078,000) under and subject to the
terms of the Original Loan Agreement. Upon the execution of the 2008 Note in May 2008, the Prior
Notes were deemed cancelled and no longer outstanding and all obligations of the Agency and the City
ceased and were terminated under the Prior Notes.
(b) Pursuant to Section 6.04 of the Original Loan Agreement, the Original Loan Agreement
may be amended and supplemented in writing by the parties. In order to (i) establish and reaffirm the
terms and conditions upon which the 2008 Note was made, including the addition of a debt service
repayment schedule and removal of reference to parity debt, (ii) evidence the partial repayment of the
2008 Note and (iii) clarify the Agency's pledge of tax increment revenues securing the 2008 Note debt,
the City and the Agency hereby agree to enter into this Amended and Restated Loan Agreement. This
Amended and Restated Loan Agreement shall constitute an authorized amendment to the Original Loan
.Agreement and the Original Loan Agreement is hereby fully amended, restated and superceded by this
Amended and Restated Loan Agreement as if this Amended and Restated Agreement were the Original
Loan Agreement by and between the parties hereto. The Agency and City hereby agree to amend and
restate the 2008 Note as provided in this Amended and Restated Loan Agreement. The 2008 Note shall
evidence the repayment of a portion of the principal and accrued interest of the 2008 Note and be in
substantially the form attached hereto as Exhibit A. Upon the execution of this Amended and Restated
2 -/Y-
Loan Agreement, the 2008' Note shall be modified as provided herein and the Agency shall execute a
replacement 2008 Note in substantially the form attached hereto as Exhibit A.
(b) Pursuant to Section 2.03 of the Original Loan Agreement and this Amended and Restated
Loan Agreement, the Agency has the right to prepay all or a portion of the 2008 Note on any date. On
march 8, 2011, the Agency prepaid a portion of the principal and interest accrued on the 2008 Note from
accumulated tax increment revenues in the amount of Seven Million Seven Hundred Thousand dollars
($7,700,000), representing accrued interest of Three Million Three Hundred Fifty -Nine Thousand Nine
Hundred Twenty -Eight and 94/100 dollars ($3,359,928.94) and principal repayment of Four Million
Three Hundred Forty Thousand Seventy -One and 06/100 dollars ($4,340,071.06), and the City accepted
such repayment of a portion of the 2008 Note.
(d) This Amended and Restated Loan Agreement constitutes a continuing agreement with the
City to secure the full and final payment of the 2008, subject to the covenants, agreements, provisions and
conditions herein contained.
Section 2.02 Repayment of the 2008 Note. The Agency shall repay the principal of
the 2008 Note and shall pay accrued interest thereon on or prior to the Maturity Date of the 2008 Note.
Commencing on the dated date of the 2008, the outstanding principal amount of the 2008 Notes shall bear
interest as specified in the 2008 Note. The 2008 Note shall be dated [[May 13, 2008]] and bear simple
interest calculated on an annual basis at the fixed interest rate of 6.8%. Following the partial prepayment
of the 2008 Note, the outstanding principal balance of the 2008 Note shall be $12,354,616.40.
Principal of and interest on the Notes shall be payable by the Agency to the City from tax
increment revenues as provided in Section 3.01 in immediately available funds which constitute lawful
money of the United States of America.
Section 2.03 Optional Prepayment of the 2008 Note. The Agency shall have the
right to prepay the unpaid principal and accrued interest on the 2008 Note, in whole or in part, on any
date. The Executive Director, in consultation with the Treasurer, of the Agency shall advise the Agency
on the amount and timing of any prepayments of the 2008 Note and shall effectuate such prepayments to
the City. Any payments, including prepayments, on the 2008 Note shall be recorded on Schedule A to the
2008 Note as provided in the 2008 Note
ARTICLE III
SOURCE OF REPAYMENT
Section 3.01 Source of Repayment. The Agency hereby pledges and grants to the
City a security interest in and lien on the tax increment revenues of the Agency for repayment of the 2008
Note, except such pledge shall be subordinate to any lien of tax increment revenues of the Agency for the
Agency's existing indebtedness and bond issuance(s) and the refunding or refinancing thereof, any future
bonds and all other future indebtedness the Agency may issue and/or incur. Indebtedness includes any
indebtedness incurred by the Agency for bonds, notes, interim certificates, debentures, certificates of
participation, loans, statutory pass-through payments or other obligations issued by the Agency, other
than the 2008 Note. Nothing herein shall limit the ability of the Agency to incur additional obligations
with a lien on and pledge of the tax increment revenues that are junior and subordinate to that granted
hereunder.
The Agency shall repay the 2008 Note from tax increment revenues of the Agency.
Notwithstanding anything herein contained, the Agency shall not be required to make any payments on
the 2008 Note from any source of income other than the tax increment revenues.. No member, officer or
employee of the Agency shall be individually or personally liable for the loan payments hereunder; but
nothing herein contained shall relieve any member, officer or employee of the Agency from the
performance of any official duty provided by law.
ARTICLE IV
OTHER COVENANTS OF THE AGENCY
Section 4.01 Punctual Payment; Extension of Payments. The Agency will
punctually pay or cause to be paid the principal of and interest on the 2008 Note in strict conformity with
the terms of this Amended and Restated Loan Agreement, and it will faithfully observe and perform all of
the conditions, covenants and requirements of this Amended and Restated Loan Agreement. The Agency
shall not directly or indirectly extend or assent to the extension of the maturity of the 2008 Note, and in
case the principal of or interest on the 2008 Note or the time of payment of any such claims therefor shall
be extended, such principal, interest, or claims for interest shall not be entitled, in case of any Event of
Default hereunder, to the benefits of this Amended and Restated Loan Agreement except for payment of
all amounts which shall not have been so extended.
Section 4.02 Protection of Security and Rights. The Agency will preserve and
protect the security of the 2008 Note and the rights of the City with respect to the 2008 Note. The 2008
Note and the provisions of this Amended and Restated Loan Agreement are and will be the legal, valid
and binding special obligations of the Agency in accordance with their terms, and the Agency shall at all
times, to the extent permitted by law, defend, preserve and protect all the rights of the City under this
Amended and Restated Loan Agreement against all claims and demands of all persons whomsoever.
Section 4.03 Payments of Taxes and Other Charges. The Agency will pay and
discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other
governmental charges which may hereafter be lawfully imposed upon the Agency or the properties then
owned by the Agency, when the same shall become due. Nothing herein contained shall require the
Agency to make any such payment so long as the Agency in good faith shall contest the validity of said
taxes, assessments or charges.
Section 4.04 Further Assurances. The Agency will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper
to carry out the intention or to facilitate the performance of this Amended and Restated Loan Agreement
and for the better assuring and confirming unto the City of the rights and benefits provided in this
Amended and Restated Loan Agreement.
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.01 Events of Default and Acceleration of Maturities. The following
events shall constitute Events of Default hereunder:
. (a) Failure by the Agency to pay the principal of or interest on the 2008 Note when
and as the same shall become due and payable.
(b) Failure by the Agency to observe and perform any of the covenants, agreements
or conditions on its part contained in this Amended and Restated Loan Agreement, other.than as
4 t6
referred to in the preceding clause (a), for a period of thirty (30) days after written notice
specifying such failure and requesting that it be remedied has been given to the Agency by the
City; provided, however, that if in the reasonable opinion of the Agency the failure stated in such
notice can be corrected, but not within such thirty (30) day period, such failure shall not constitute
an Event of Default if corrective action is instituted by the Agency within such thirty (30) day
period and thereafter is diligently pursued until such failure is corrected.
(c) The filing by the Agency of a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws or any other applicable law of the United States of
America, or if a court of competent jurisdiction shall approve a petition, filed with or without the
consent of the Agency, seeking reorganization under the federal bankruptcy laws or any other
applicable law of the United States of America, or if, under the provisions of any other law for the
relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the
Agency or of the whole or any substantial part of its property.
If an Event of Default has occurred and is continuing, the City may, (a) declare the
principal of the 2008 Note, together with accrued interest on all unpaid installments thereof, to be due and
payable immediately, and upon any such declaration the same will become immediately due and payable,
anything in this Amended and Restated Loan Agreement to the contrary notwithstanding, and (b) exercise
any other remedies available to the City in law or equity arising hereunder. Immediately upon becoming
aware of the occurrence of an Event of Default under this Amended and Restated Loan Agreement, the
City shall give notice of such Event of Default to the Agency by telephone, telecopier or other
telecommunication device, promptly confirmed in writing. This provision, however, is subject to the
condition that if, at any time after the principal of the 2008 Note has been so declared due and payable,
and before any judgment or decree for the payment of the moneys due has been obtained or entered, the
Agency will deposit with the City a sum sufficient to pay all installments of principal of the 2008 Note
matured prior to such declaration and. all accrued interest thereon, with interest on such overdue
installments of principal and interest at the net effective rate then borne by the 2008 Note, and any and all
other defaults known to the City (other than in the payment of principal of and interest on the 2008 Note
due and payable solely by reason of such declaration) shall have been made good or cured to the
satisfaction of the City or provision deemed by the City to be adequate shall have been made therefor,
then, and in every such case, the City may, by written notice to the Agency, rescind and annul such
declaration and its consequences. However, no such rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair or exhaust the right or power consequent thereon.
Section 5.02 No Waiver. Nothing in this Article V or in any other provision of this
Amended and Restated Loan Agreement, shall affect or impair the obligation of the Agency, which is
absolute and unconditional, to pay from the tax increment revenues of the Agency pledged hereunder, the
principal of and interest on the 2008 Note to the City when due, as herein provided, or affect or impair the
right of action, which is also absolute and unconditional, of the City to institute suit to enforce such
payment by virtue of the contract embodied in this Amended and Restated Loan Agreement.
A waiver of any default by the City pursuant to Section 5.01 shall not affect any
subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of
the City to exercise any right or power accruing upon any default shall impair any such right or .power or
shall be construed to be a waiver of any such default or an acquiescence therein, and every power and
remedy conferred upon the City by this Article V may be enforced and exercised from time to time and as
often as shall be deemed expedient by the City.
X17_
If a suit, action or proceeding to enforce any right or exercise any remedy shall be
abandoned or determined adversely to the City, the Agency and the City shall be restored to their former
positions, rights and remedies as if such suit, action or proceeding had not been brought or taken.
Section 5.03 Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the City is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and .
shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity
or by statute or otherwise, and may be exercised without exhausting and without regard to any other
remedy conferred by any law.
ARTICLE VI
MISCELLANEOUS
Section 6.01 Benefits Limited to Parties. Nothing in .this Amended and Restated
Loan Agreement, expressed or implied, is intended to give to any person other than the City and Agency,
any right, remedy or claim under or by reason of this Amended and Restated Loan Agreement. All
covenants, stipulations, promises or agreements in this Amended and Restated Loan Agreement contained
by and on behalf of the Agency shall be for the sole and exclusive benefit of the City.
Section 6.02 Successor is Deemed Included in All References to Predecessor.
Whenever in this Amended and Restated Loan Agreement either the City or the Agency is named or
referred to, such reference shall be deemed to include the successors or assigns thereof, and all the
covenants and agreements in this Amended and Restated Loan Agreement contained by or on behalf of
the City or the Agency shall bind and inure to the benefit of the respective successors and assigns thereof
whether so expressed or not.
Section 6.03 Discharge of Amended and Restated Loan Agreement. If the City
shall pay and discharge the indebtedness on the 2008 Note or any portion thereof in any one or more of
the following ways:
(a) by well and truly paying or causing to be paid the principal of and interest on the
2008 Note or such portion thereof, as and when the same become due and payable;
(b) by irrevocably depositing with the City at or before maturity, cash in an amount
which is fully sufficient to pay all principal of and interest on the 2008 Note or such portion
thereof,
then, at the election of the Agency but only if all other amounts then due and payable hereunder shall
have been paid or provision for their payment made, the pledge of and lien upon the funds provided for in
this Amended and Restated Loan Agreement and all other obligations of the City and the Agency under
this Amended and Restated Loan Agreement with respect to the 2008 Note or such portion thereof shall
cease and terminate. Notice of such election shall be filed with the City. In the case of a discharge of the
entire indebtedness on the 2008 Note, any funds thereafter held by the City hereunder, which are not
required for said purpose, shall be paid over to the Agency.
Section 6.04 Amendments and Supplements. This Amended and Restated Loan
Agreement may be amended or supplemented in writing by the parties hereto.
—/ Fr—
Section 6.05 Waiver of Personal Liability. No member, officer, agent or employee
of the Agency shall be individually or personally liable for the payment of the principal of or interest on
the 2008 Note; but nothing herein contained shall relieve any such member, officer, agent or employee
from the performance of any official duty provided by law.
Section 6.06 Payment on Business Days. Whenever in this Amended and Restated
Loan Agreement any amount is required to be paid on a day which is not a Business Day, such payment
shall be required to be made on the Business Day immediately following such day, provided that interest
on such payment shall not accrue from and after such day.
Section 6.07 Notices. Any notice, request, complaint; demand or other
communication under this Amended and Restated Loan Agreement shall be given by first class mail or
personal delivery to the party entitled thereto at its address set forth below, or by telecopy or other form of
telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission
by telecopy or other form of telecommunication, (b) upon actual receipt after deposit in the United States
mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The City
and the Agency may, by written notice to the other parties, from time to time modify the address or
number to which communications are to be given hereunder.
To the City: City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, CA 91355
Attn: Director of Administrative Services/Deputy City Manager
To the Agency: Redevelopment Agency of the City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, CA 91355
Attn: Treasurer
Section 6.08 Partial Invalidity. If any Section, paragraph, sentence, clause or phrase
of this Amended and Restated Loan Agreement shall for any reason be held illegal, invalid or
unenforceable, such holding shall not affect the validity of the remaining portions of this Amended and
Restated Loan Agreement. The Agency hereby declares that it would have adopted this Amended and
Restated Loan Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof
and authorized the Loan irrespective of the fact that any one or more Sections, paragraphs, sentences,
clauses, or phrases of this Amended and Restated Loan Agreement may be held illegal, invalid or
unenforceable.
Section 6.09 Article and Section Headings and References. The headings or titles
of the several Articles and Sections here of, and any table of contents appended to copies here of, shall be
solely for convenience of reference and shall not affect the meaning, construction or effect of this
Amended and Restated Loan Agreement. All references herein to "Articles," "Sections" and other
subdivisions are to the corresponding Articles, Sections or subdivisions of this Amended and Restated
Loan Agreement; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import
refer to this Amended and Restated Loan Agreement as a whole and not to any particular Article, Section
or subdivision hereof, and words of the masculine gender shall mean and include words of the feminine
and neuter genders.
Section 6.10 Execution of Counterparts. This Amended and Restated Loan
Agreement may be executed in any number of counterparts, each of which shall for all purposes be
deemed to be an original and all of which shall together constitute but one and the same instrument.
_/19_
Section 6.11 Governing Law. This Amended and Restated Loan Agreement shall be
construed and governed in accordance with the laws of the State of California.
Section 6.12 Assignment. The City shall not assign its interest in this Amended and
Restated Loan Agreement without the prior written consent of the Agency.
IN WITNESS WHEREOF, the CITY OF SANTA CLARITA and the
REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA have caused this Amended and
Restated Loan Agreement to be signed by their respective officers all as of the day and year first above
written.
ATTEST:
U51A
ATTEST:
I5A
City Clerk
Secretary
CITY OF SANTA CLARITA
LM
Mayor
REDEVELOPMENT AGENCY OF THE CITY OF
SANTA CLARITA
Executive Director
EXHIBIT A
FORM OF 2008 NOTE
(CITY)
$17,078,000 Principal Amount
Santa Clarita, California
Dated: [[May 13, 2008]]
Maturity Date: June 1, 2043
A. The REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA (the "Borrower"),
and the CITY OF SANTA CLARITA ("Lender"), have entered into that certain Loan Agreement
dated as of May 13, 2008 as amended and/or supplemented by the Amended and Restated Loan
Agreement dated as of March 8, 2011 (the "Agreement"). This Note is made pursuant to, entitled
to the benefits of, and referred to as the "2008 Note" in the Agreement.
B. Pursuant to the Agreement, Lender has agreed to make a new loan to Borrower and, to refinance and
consolidate certain outstanding obligations of Borrower, subject to the terms thereof. To induce
Lender to make such new loan and permit such refinancing and consolidation, Borrower has agreed,
among other things to execute this Note.
NOW, THEREFORE, in consideration of the foregoing, Borrower hereby agrees as follows:
1. Principal. The Borrower promises to pay to the order of the Lender at 23920 Valencia
Boulevard, Santa Clarita, California 91355, or at such other place as Lender may from time to time
designate in writing or to the assignee - of Lender, the principal sum of SEVENTEEN MILLION
SEVENTY-EIGHT THOUSAND DOLLARS ($17,078,000) ("Principal"), with interest, as set forth in
this Note. As of March 8, 2011, the remaining outstanding principal amount of this Note is TWELVE
MILLION THREE HUNDRED FIFTY-FOUR THOUSAND, SIX HUNDRED SIXTEEN and 40/100
DOLLARS ($12, 354,616.40).
2. Interest. Commencing on the date of this Note first written above, the principal amount of
this Note shall bear simple interest calculated on an annual basis at the fixed) interest rate of 6.8%.
Repayment Terms.
Borrower shall make payments to the Lender as provided in this Section 3. This Note shall
mature on June 1, 2043 (the "Maturity Date"). All payments of outstanding principal and
accrued interest on this Note are due on the Maturity Date. The principal has been
amortized as set forth on the Debt Service Schedule attached hereto as Exhibit B. Payments
not made on the dates set forth on Exhibit B shall be added to the outstanding principal of
this Note and accrue interest at the rate of the 2008 Note and shall not constitute an event of
default on this Note.
EN
_;2_1
b. In accordance with the Agreement, Borrower shall have the right to make payments on
this Note on any date. Any payments received by the Lender pursuant to the terms hereof
shall be applied first to sums, other than principal and interest, due the Lender pursuant to
this Note, next to the payment of all interest accrued to the date of such payment, and the
balance, if any, to the payment of principal. A record of such payments shall be denoted
on Appendix A attached hereto.
Consistent with the proper and orderly implementation of the Redevelopment Plan for the
Newhall Redevelopment Project (the "Project Area"), all payments made by Borrower
pursuant to this Note shall be made from tax increment revenues of the Project Area. The
Borrower hereby pledges and grants to the Lender a security interest in and lien on the
tax increment revenues of the Borrower for repayment of the Notes, except as provided in
d. below. Nothing herein shall limit the ability of the Borrower to incur additional
obligations with a lien on and pledge of the tax increment revenues that are junior and
subordinate to that granted hereunder. Notwithstanding anything herein contained, the
Borrower shall not be required to make any payments on the Notes from any source of
income other than the tax increment revenues..
d. The indebtedness of the Borrower created by the Agreement and this Note and any future
notes under the Agreement shall be subordinate to the Borrower's existing indebtedness and
bond issuance(s) and the refunding or refinancing thereof, and any future bonds and all other
future indebtedness the Borrower may issue and/or incur. Indebtedness includes any
indebtedness incurred by the Borrower for bonds, notes, interim certificates, debentures,
certificates of participation, loans, statutory pass-through payments or other obligations
issued by the Borrower, other than the Notes incurred under the Agreement.
4. Prepayment. Borrower may refinance or prepay the outstanding indebtedness under this Note, in
whole or in part, together with any accrued but unpaid interest and other sums owed to the Lender
under this Note, at any time and from time to time, without penalty.
Lawful Money. All sums due and owing under this Note are payable in lawful money of the United
States of America.
6. Event of Default.
a. Upon the failure of Borrower to perform or observe any term or provision of this Note, or
upon the occurrence of any event of default under the terms and conditions of the
Agreement, then the Lender may exercise its rights or remedies hereunder or thereunder.
b. Subject to the provisions of Section 7 and 15 hereof, the occurrence of any -of the
following shall be deemed to be an event of default ("Event of Default) hereunder:
(1) Failure by Borrower to make any -payments provided for herein; or
(2) Failure by Borrower to perform any covenant or agreement in this Note or the
Agreement.
N
Notice of Default.
a. Subject to the extensions of time set forth in Section 15, and subject to the further
provisions of this Section 7, failure or delay by Borrower to perform any material term or
provision of this Note or the Agreement constitutes a default under this Note. Any
failures or delays by Lender in asserting any of its rights and remedies as to any default
shall not operate as a waiver of any default or of any such rights or remedies. Delays by
Lender in asserting any of its rights and remedies shall not deprive Lender of its right to
institute and maintain any actions or proceedings which it may deem necessary to protect,
assert, or enforce any such rights or remedies.
b. Upon any default described in this Section 7, Lender shall deliver written notice to
Borrower ("Notice of Default"), which notice shall specify the nature of the default. If the
default is not cured within ten (10) days after receipt of the Notice of Default if an
obligation to pay money, or within thirty (30) days after receipt of the Notice of Default
otherwise, or if such default (other than the payment of money) is of a type which is not
capable of being cured within thirty (30) days after receipt of the Notice of Default (or if
commencement of a cure cannot reasonably begin within thirty (30) days, then within
such reasonable period of time as Lender may allow to commence to cure the default)
and is not cured promptly in a continuous and diligent manner within a reasonable period
of time after commencement, Lender shall be entitled to exercise any and all rights or
remedies which may be available at law or in equity. Any and all rights or remedies
available to Lender shall be cumulative, not alternative.
C. Any notice of default that is transmitted by electronic facsimile transmission followed by
delivery of a "hard" copy shall be deemed delivered upon its transmission; any notice of
default that is personally delivered (including by means of professional messenger
service, courier service such as United Parcel Service or Federal Express, or by U.S.
Postal Service), shall be deemed received on the documented date of receipt by
Borrower, or two (2) days after deposit of such notice in the United States mail, postage
prepaid, return receipt requested. Any notice to any party shall be addressed to the party
as follows:
Lender: City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, CA 91355
Attn: Director of Administrative Services/Deputy City Manager
Borrower: Redevelopment Agency of the City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, CA 91355
Attn: Treasurer
,Remedies. Upon the occurrence of an Event of Default, the giving of notice and the expiration
of any applicable cure period therefore, Lender may declare all sums evidenced hereby immediately
due and payable by delivery to the Borrower of a written declaration of default and demand for
payment.
A-3
2-3-
10. Waiver. Borrower hereby waives diligence, presentment, protest and demand, notice of
.protest, dishonor and nonpayment of this Note, and expressly agrees that, without in any way
affecting the liability of Borrower hereunder, Lender may extend any maturity date or the time for
payment of any installment due hereunder, accept additional security, release any party liable
hereunder and release any security now or hereafter securing this Note. Borrower further waives, to
the full extent pennitted by law, the right to plead any and all statutes of limitations as a defense to
any demand on this Note, or on any deed of trust, security agreement, guaranty or other agreement
now or hereafter securing this Note.
11. Attorneys' Fees. In the event of any dispute, legal proceeding, foreclosure or other
enforcement action, reference or arbitration between the parties arising out of or relating to this Note
or its breach, the prevailing party shall be entitled to recover from the non -prevailing party all fees,
costs and expenses, including but not limited to attorneys' and expert witness fees, incurred in
connection with such dispute, legal proceeding, foreclosure or other enforcement action, reference or
arbitration, with any counterclaims or cross-complaints, with any appeals, and with any proceeding
to establish and recover such costs and expenses, in such amount as the court deems reasonable.
12. Severability. Every provision in this Note is intended to be severable. In the event any term or
provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and
provisions hereof, which terms and provisions shall remain binding and enforceable.
13. Interest Rate Limitation. It is the intent of the Borrower and Lender in the execution of this Note
and all other instruments securing this Note that the loan" evidenced hereby be exempt from the
restrictions of the usury laws of the State of California. The Lender and Borrower stipulate and agree
that none of the terms and provisions contained herein or in any of the loan instruments shall ever be
construed to create a contract for the use, forbearance or detention of money requiring payment of
interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the
State of California. In such event, if the Lender shall collect monies which are deemed to constitute
interest, which would otherwise increase the effective interest rate on this Note to a rate in excess of
such maximum rate shall, at the option of the Lender, be credited to the payment of the sums
hereunder or returned to Borrower.
14. Number and Gender. In this Note, -the singular shall include the plural and the masculine shall
include the feminine and neuter gender, and vice versa, if the context so requires.
15. Enforced Delay. For purposes of any provision of this Note, no party, nor any successors or assign
of any party, shall be considered in breach of, or default in, its obligations under this Note as a result
of the enforced delay in the performance of such obligations due to causes beyond such party's
reasonable control, including, without limitation, failure of governmental agencies to act or to issue
necessary permits or licenses, acts of God, acts of the public enemy, acts of the State or Federal
governments, acts of any other party (including, but not limited to, delays in performing such other
party's obligations pursuant to this Note), fires, floods, epidemics, quarantine restrictions, strikes,
labor disputes, freight embargoes, inability to obtain materials or supplies or unusually severe
weather or delays of contractors and subcontractors due to such causes; it being the purpose and
intent of this provision that in the event of the occurrence of any such enforced delay, the time or
times for performance of the obligations of such party shall be extended for the period of the
enforced delay.
—Z�(—
16. Nonrecourse Oblip_ation.
Note shall be payable by
director, agent, attorney, sf
recourse for such payment
secured.
Attest:
Notwithstanding anything contained to the contrary in this Note, this
Borrower without personal liability of the Borrower, or any officer,
;rvant or employee of Borrower, and the Note holder shall have no
with interest except against the Property against which this Note is
IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year set forth above.
Secretary
A-5
REDEVELOPMENT AGENCY OF THE CITY
OF SANTA CLARITA
LE
Executive Director
SCHEDULE A
PAYMENT RECORD
Total
Interest
Principal
Remaining
Remaining
Payment Date Payment
Amount Paid
Amount Paid
Accrued Interest
Pririci al
3/8/2011 $7,700,000.00
$3,359,928.94
$4,340,071.06
$0.00
$12,354,616.40
TOTAL
A-6
SCHEDULE B
DEBT SERVICE SCHEDULE
Payment Dates
Scheduled
Principal
Payment
Scheduled
Interest
Payment
9/01/11
$403,721.43
3/01/12
420,056.98
9/01/12
420,056.98
3/01/13
420,056.98
9/01/13
420,056.98
3/01/14
420,056.98
9/01/14
420,056.98
3/01/15
420,056.98
9/01/15
420,056.98
3/01/16
420,056.98
9/01/16
$158,228.00
420,056.98
3/01/17
414,677.23
9/01/17
168,988.00
414,677.23
3/01/18
408,931.63
9/01/18
180,479.00
408,931.63
3/01/19
402,795.35
9/01/19
192,752.00
402,795.35
3/01/20
396,241.78
9/01/20
205,859.00
396,241.78
3/01/21
389,242.57
9/01/21
219,857.00
389,242.57
3/01/22
381,767.44
9/01/22
234,808.00
381,767.44
3/01/23
373,783.96
9/01/23
250,774.00
373,783.96
3/01/24
365,257.65
9/01/24
267,827.00
365,257.65
3/01/25
356,151.53
9/01/25
286,039.00
356,151.53
3/01/26
346,426.20
9/01/26
305,490.00
346,426.20
3/01/27
336,039.54
9/01/27
326,263.00
336,039.54
3/01/28
324,946.60
9/01/28
348,449.00
324,946.60
3/01/29
313,099.34
9/01/29
372,144.00
313,099.34
3/01/30
300,446.44
9/01/30
397,450.00
300,446.44
3/01/31
286,933.14
9/01/31
424,476.
286,93 3.14
3/01/32
272,500.96
I'M
-2-7,
9/01/32
453,340.00
272,500.96
3/01/33
257,087.40
9/01/33
484,168.00
257,087.40
3/01/34
240,625.68
9/01/34
517,091.00
240,625.68
3/01/35
223,044.59
9/01/35
552,253.00
223,044.59
3/01/36
204,267.99
9/01/36
589,806.00
204,267.99
3/01/37
184,214.58
9/01/37
.629,913.00
184,214.58
3/01/38
162,797.54
9/01/38
672,747.00
162,797.54
3/01/39
13 9,924.14
9/01/39
718,494.00
13 9,924.14
3/01/40
115,495.35
9/01/40
767,352.00
115,495.35
3/01/41
89,405.38
9/01/41
819,532.00
89,405.38
3/01/42
61,541.29
9/01/42
875,260.00
61,541.29
3/01/43
31,782.45
6/01/4
934,778.40
31,782.45
IKE
- Z E- --
EXHIBIT B
LIST OF PRIOR NOTES
Date of Note Initial Principal Amount
3/8/94
$ 250,000
6/27/95
1,250,000
7/9/96
500,000
6/23/98
750,000
6/27/00
445,000
1/9/01
50,000
12/11/01
150,000
42,000
4/8/03
50,000
7/1/03
160,000
6/8/04
585,000
1/25/05
845,000
1/10/06
770,000
1/10/06
250,000
5/9/06
439,400
6/27/06
5,000,000
B-1