Stradling Yocca Carlson & Rauth
Draft dated September 21, 2022
4869-3961-1434v2/022620-0105
FIRST SUPPLEMENTAL LOAN AGREEMENT
Dated as of October 1, 2022
Between
ANAHEIM HOUSING AUTHORITY, as Issuer
and
LA PALMA HOUSING PARTNERS, LP,
as Borrower
Relating to
$_________
ANAHEIM HOUSING AUTHORITY
MULTIFAMILY HOUSING REVENUE BONDS
(JAMBOREE ANAHEIM PSH APARTMENTS) 2022 SERIES A
4869-3961-1434v2/022620-0105
FIRST SUPPLEMENTAL LOAN AGREEMENT
This FIRST SUPPLEMENTAL LOAN AGREEMENT , dated as of October 1, 2022 (the “First Supplemental Loan Agreement”), is entered into by ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic, organized and existing under the laws of the State of California (together with its successors and assigns, the “Issuer”), and LA PALMA HOUSING PARTNERS, LP, a limited partnership duly organized and existing under the laws of the State of California (together with its permitted successors and assigns, the “Borrower”) , and supplements the Loan Agreement, dated as of April 1, 2020 (the “Original Loan Agreement” and as supplemented by this First Supplemental Loan Agreement , the “ Loan Agreement ”) by and between the Issuer and the Borrower.
WITNESSETH:
RECITALS:
A. The Issuer is authorized by Chapter 1 of Part 2 of Division 24 of the California Health and Safety Code (the “Act”) to issue revenue bonds for the purpose of financing, among other things, the acquisition, construction and development of multifamily rental hou sing and for the provision of capital improvements in connection therewith and determined necessary thereto; B. The Borrower has requested the assistance of the Issuer in financing the acquisition, rehabilitation and equipping of a 69 -unit plus one manager ’s unit multifamily rental housing development known as “Jamboree Anaheim PSH Apartments,” located in the City of Anaheim, California (the “Project”).
C. In order to provide financing for the acquisition, rehabilitation and equipping of the Project, the Is suer previously issued its Anaheim Housing Authority Multifamily Housing Revenue Bonds (Jamboree Anaheim PSH Apartments) 2020 Series A in the original aggregate face amount (maximum principal amount) of up to $12,200,000 (the “2020 Bonds”) pursuant to a Trust Indenture, by and between the Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”), dated as of October 1, 2020 (the “Original Indenture”).
D. The Borrower has requested additional assistance of the Issuer in financing the acquisition, rehabilitation and equipping the Project, and the Issuer intends to issue its Anaheim Housing Authority Multifamily Housing Revenue Bonds (Jamboree Anaheim PSH Apartments) 2022 Series A in the aggregate principal amount of $ __________(the “2022 Bo nds,” and, together with the 2020 Bonds, the “Bonds”), pursuant to the Original Indenture, as supplemented by the First Supplemental Indenture, by and between the Issuer and the Trustee, dated as of October 1, 2022 (the “First Supplemental Indenture,” and, together with the Original Indenture, the “Indenture”).
E. The proceeds of the Bonds are being used to make a loan to the Borrower in the amount of the sum of such principal amount (the “Loan”), upon the terms and conditions set forth in the Original Loan Agreement, as supplemented by this First Supplemental Loan Agreement.
F. In connection with the issuance of the 2020 Bonds and the making of the Loan, t he Borrower delivered to the Issuer a promissory note dated as of April 30, 2020 in an original prin cipal
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amount equal to the principal amount of the 2020 Bonds (as the same may be amended, supplemented, replaced or modified from time to time, the “2020 Note”).
G. In connection with the issuance of the 2022 Bonds and the making of the Loan, t he Borrower delivered to the Issuer a promissory note dated as of October __, 2022 in an original principal amount equal to the principal amount of the 2022 Bonds (as the same may be amended, supplemented, replaced or modified from time to time, the “2022 Note,” and, together with the 2020 Note, the “Notes”). The Notes evidence the Borrower’s obligation to repay the Loan and the Issuer has made the Loan to the Borrower, subject to the terms and conditions of th e Loan Agreement and the Indenture.
NOW, THEREFORE, for an d in consideration of the mutual covenants and representations hereinafter contained, the parties hereto agree as follows:
Section 1.01 Definitions. Except as otherwise provided in herein, all terms used herein which are defined in the Original Loan Agreement and/or the Indenture shall have the meanings assigned to them therein.
“Bonds” has the meaning set forth in the Recitals to this First Supplemental Loan Agreement. “Indenture” has the meaning set forth in the Recitals to this First Supplemental Loan Agreement.
“Loan Agreement” has the meaning set forth in the Recitals to this First Supplemental Loan Agreement.
“Notes” has the meaning set forth in the Recitals to this First Supplemental Loan Agreement.
All references to “Note” in the Original Loan Agreement shall mean “Notes” unless context indicates reference to a particular Note.
“Regulatory Agreement” means the Regulatory Agreement and Declaration of Restrictive Covenants, dated as of April 1, 2020, by and between the Issuer and the Borrower, with respect to the Project, as supplemented, modified and amended by the First Supplement to Regulatory Agreement. “2020 Bonds” has the meaning set forth in the Recitals to this First Supplemental Loan Agreement.
“2022 Bonds” has the meaning set forth in the Recitals to this First Supplemental Loan Agreement.
“2020 Note” has the meaning set forth in the Recitals to this First Supplemental Loan Agreement.
“2022 Note” has the meaning set forth in the Recitals to this First Supplemental Loan Agreement.
Section 1.02 Severability. Wherever possible, each provision of this First Supplemental Loan Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Loan Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without
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invalidating the remainder of such provision or the remaining provisions of this this First Supplemental Loan Agreement.
Section 1.03 Execution in Counterparts. This First Supplemental Loan Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
Section 1.04 Governing Law . This Fi rst Supplemental Loan Agreement shall be construed and governed in accordance with the laws of the State of California.
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IN WITNES S WHEREOF , the Issuer and the Borrower have caused this First Supplemental Loan Agreement to be duly executed as of the date first written above.
ISSUER:
ANAHEIM HOUSING AUTHORITY,
a public body, corporate and politic
By:
Grace Stepter, Executive Director
or Authorized Designee
ATTEST:
AUTHORITY SECRETARY
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY,
CITY OF ANAHEIM
APPROVED AS TO FORM:
Stradling Yocca Carlson & Rauth,
Authority Special Counsel
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BORROWER:
LA PALMA HOUSING PARTNERS, LP,
a California limited partnership
By: JHC-La Palma, LLC,
a California limited liability company,
its Managing General Partner
By: Jamboree Housing Corporation, Inc.,
a California nonprofit public benefit
corporation, its sole member and manager
By:
Michael Massie
Chief Development Officer