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EXHIBIT A-1
Promissory Note Form for Authority Loan
AMENDED AND RESTATED PROMISSORY NOTE
(AUTHORITY)
$46,394,008.70 January 14, 2025
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit public benefit corporation (“Borrower”), promises to pay to the HOUSING AUTHORITY OF THE CITY OF BURBANK, a public body, corporate and politic (the “Authority”), at the Authority’s office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency/City may designate in writing, the principal sum calculated as of the Effective Date of Forty-Six Million Three Hundred Ninety-Four Thousand Eight and Seventy Hundredths Dollars (46,394,008.70) (the “Note Amount”), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.
1. Agreement. This Amended and Restated Promissory Note (the “Note”) is given in accordance with that certain Amended and Restated Master Loan Agreement executed by the Authority, the City of Burbank and the Borrower, dated as of January 14, 2025 ( the “Agreement”) which is incorporated herein by this reference. The Agreement further incorporates this Note, the Deed of, and Regulatory Agreements affecting twenty-five (25) projects from time to time, which now have the same terms, having been modified by the Agreement. The Note Amount collectively combines all amounts owed to the Authority for all of the projects, with Schedule 1 to this Note specifying the amounts due to the Authority for each project. The rights and obligations of the Borrower and the Authority under this Note shall be governed by the Agreement (including its exhibits) and by the additional terms set forth in this Note. In the event of any conflict, the Agreement prevails, then this Note, then the Regulatory Agreements, and then the Deed of Trust.
This Note, Regulatory Agreements, Deed of Trust, and Affordable Housing Agreements are collectively referred as the Related Agreements to the Amended and Restated Master Loan Agreement.
2. Interest. And Term. As of December 31, 2024, no interest shall accrue on the Note Amount. The term of the Note shall be fifty-five years, commencing on January 1, 2024 and ending on January 1, 2080.
3. Repayment of Note Amount. Payments are due annually, commencing with April 1, 2026, for the annual payment from January 1, 2025-December 31, 2025; however, each twelve month payment shall be forgiven by 1/55th of the initial balance (for the total amount and the amount associated with each project) and completely upon expiration of the Affordability Period (April 1, 2080), as long as Borrower does not breach of the affordability
terms during the Affordability Period; provided however, that the portions of the Authority Loan and Authority Note attributable to Project No. 1, Project No. 7, and Project No. 8B (2331-2333 North Fairview, 2325-2335 North Fairview and 2321 North Fairview properties) (the “Fairview Projects”) shall have terms for fifty-five (55) years and three (3) months commencing January 1, 2025 and ATTACHMENT 5 - 1
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expiring at the end of the Affordability Period, April 1, 2080, and shall not be forgiven and instead will be due and payable at the end of the Affordability Period. No payments shall be due between December 31, 2024 and April 1, 2025.
The Note Amount shall be immediately due and payable in the event that one of the repayment conditions set forth herein, to wit: Borrower commits a material default of the Agreement, this Note, the Deed of Trust securing this Note, or the Regulatory Agreements, and fails to cure said default within the time periods provided in those documents, if any. Otherwise, Borrower shall have no obligation to pay this Note or make any installment payment thereon.
On April 1, 2080, this obligation shall be paid in full, provided Borrower has not committed or caused the occurrence of a material default of the Agreement, this Note, the Deed of Trust securing this Note, or the Regulatory Agreements, the Note Amount will be forgiven in its entirety
except that the portions of the Authority Loan and this Note attributable to the Fairview Properties shall not be forgiven and instead will be due and payable on December 31, 2080.
Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.
Notwithstanding the foregoing, however, the total amount of the principal, interest and any other amounts owing under this Note shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the real property, or any portion thereof, that is subject to the Deed of Trust (other than transfers approved or permitted pursuant to the Agreement); or
b. in the event of a default by the Borrower under the Agreement, the Deed of Trust securing this Note, the Regulatory Agreements, or this Note, which has not been cured within the period of time set forth in those documents.
Failure to declare such amounts due shall not constitute a waiver on the part of the Authority to declare them due subsequently.
4. Security. The Notes for Projects 1- 25 (as defined in the Agreement) have previously been secured by one Deed of Trust with Assignment Rents (Short Form) recorded on October 26, 2006 as Instrument No. 06-2369323 in the Official Records of Los Angeles County (the "Deed of Trust") as an encumbrance to the Borrower’s interest in the collective Projects. An Amended and Restated Deed of Trust will be recorded to reflect the loan modification in the form attached hereto as Exhibit B, and incorporated herein by this reference. The Amended and Restated Deed of Trust secures all of the outstanding Agency/Authority and City Notes related to the Projects. Each Note includes all of the provisions for cross-default and cross- collateralization. The Amended and Restated Deed of Trust is intended to secure future amounts lent to Borrower from either City and/or Authority in which the future documents state that those amounts are secured by the Amended and Restated Deed of Trust, and other future modifications to this Agreement. This Agreement can be amended at any time to include additional loans from either City alone or the Authority alone, without the consent of the other (either City or Authority). The entire security, therefore, can be foreclosed upon a default in any one of the specific Notes. Once recorded the Instrument Number of the Amended and Restated Deed of Trust shall be noted here:_________________.
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5. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Authority’s sole discretion and that the Authority may accept security in consideration for any such extension or release any security for this Note at its sole discretion all without in any way affecting the liability of Borrower. b. No extension of time for payment of this Note made by agreement by the Authority with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.
c. The obligations of Borrower under this Note shall be absolute, and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.
6. Attorneys’ Fees and Costs. Borrower agrees that if any amounts due under this Note are not paid when due, to pay in addition, all costs and expenses of collection and reasonable attorneys’ fees paid or incurred in connection with the collection or enforcement of this Note if suit is filed.
7. Deed of Trust Acceleration. The Deed of Trust and the Agreement provide for acceleration of the payments due under this Note in the event of default under the Deed of Trust or Agreement.
8. Amendments; Modifications.; Assignments. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Authority. In the event Authority at some time in the future, and from time-to -time, agrees in its sole and absolute discretion, to release Borrower as to a specific property subject to the Agreement, then this Note, the Deed of Trust and respective Regulatory Agreement can be released, reconveyed and/or modified to so reflect. In the event of any release, the affordability restrictions may be renegotiated.
9. Assignment Prohibited. Except in connection with transfers permitted pursuant to the Agreement or a dissolution context, in no event shall Borrower assign or transfer any portion of this Note without the prior express written consent of the other party, which consent may be given or withheld in the other party’s sole discretion.
10. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Amended and Restated Master Loan Agreement.
BURBANK HOUSING CORPORATION, a
California nonprofit public benefit corporation
By: ________________________________
Name: ________________________________
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Title: ________________________________
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Schedule 1 to Authority Amended and Restated Promissory Note
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EXHIBIT A-2
Sample Promissory Note for City Loan
PROMISSORY NOTE
(CITY)
$7,047,124.73 January 14, 2025
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit public benefit corporation (“Borrower”), promises to pay to the CITY OF BURBANK, a California municipal corporation (the “City”), or order, at the City’s office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the City may designate in writing, the principal sum as of the Effective Date of Seven Million Forty Seven Thousand One Hundred Twenty-Four and Seventy-Three Hundredths Dollars (7,047,124.73) (the “Note Amount”) in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.
1. Agreement. This Amended and Restated Promissory Note (the “Note”) is given in accordance with that certain Amended and Restated Master Loan Agreement executed by the Housing Authority of the City of Burbank, the City and the Borrower, dated as of January 14, 2025 ( the “Agreement”) which is incorporated herein by this reference. The Agreement further incorporates this Note, the Deed of Trust, and Regulatory Agreements affecting twenty-five (25) projects from time to time, which now have the same terms, having been modified by the Agreement.
The Note Amount collectively combines all amounts owed to the City for all of the projects with Schedule 1 to this Note specifying the amounts due to the City for each project by funding source.
The rights and obligations of the Borrower and the City under this Note shall be governed by the Agreement (including its exhibits) and by the additional terms set forth in this Note. In the event of any conflict, the Agreement prevails, then this Note, then the Regulatory Agreements, and then the Deed of Trust . This Note, Regulatory Agreements, Deed of Trust, and Affordable Housing Agreements are collectively referred as the Related Agreements to the Amended and Restated Master Loan Agreement.
2. Interest and Term. No interest shall accrue on the Note Amount, past or future. The term of the Note shall remain as set forth in the attached Schedule 1 and shall not be extended herein, except for Projects 1 and 7 which shall have a term of fifty-five years, commencing on January 1, 2024 and ending on January 1, 2080.
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3. Repayment of Note Amount. Payments are due annually, commencing with April 1, 2026 for the annual payment from January 1, 2025-December 31, 2025. No payments shall be due between December 31, 2024 and April 1, 2025. As long as there is no breach of the affordability terms during the Affordability Period, no payments shall be due on the City Loan or City Note, and each portion of the City Loan is hereby forgiven or will be forgiven as of the initial term of the original note evidencing that portion of the City Loan and this Note as set forth on Schedule 1 attached to this Note; provided however, that the portions of the City Loan and this Note attributable to Project No. 1 and Project No. 7 ( 2331-2333 North Fairview and 2325-2335 North Fairview properties) shall not be forgiven and instead will be due and payable on December 31, 2080.
The Note Amount shall be immediately due and payable in the event that one of the repayment conditions set forth herein, to wit: Borrower commits a material default of the Agreement, this Note, the Deed of Trust securing this Note, or the Regulatory Agreements, and fails to cure said default within the time periods provided in those documents, if any. Otherwise, Borrower shall have no obligation to pay this Note or make any installment payment thereon. to the extent not previously forgiven. On April 1, 2080, this obligation shall be paid in full, provided if Borrower has not committed or caused the occurrence of a material default of the Agreement, this Note, the Deed of Trust securing this Note, or the Regulatory Agreements, the Note Amount will be forgiven in its entirety, except for the portions of the City Loan and this Note
attributable to Project No. 1 and Project No. 7 ( 2331-2333 North Fairview and 2325-2335 North Fairview properties) shall not be forgiven and instead will be due and payable on December 31, 2080. Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.
Notwithstanding the foregoing, however, the total amount of the principal, interest and any other amounts owing under this Note shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the real property, or any portion thereof, that is subject to the Deed of Trust (other than transfers approved or permitted pursuant to the Agreement); or
b. in the event of a default by the Borrower under the Agreement, the Deed of Trust securing this Note, the Regulatory Agreements, or this Note, which has not been cured within the period of time set forth in those documents.
Failure to declare such amounts due shall not constitute a waiver on the part of the City to declare them due subsequently.
4. Security. The Notes for Projects 1- 25 (as defined in the Agreement) have previously been secured by one Deed of Trust with Assignment Rents (Short Form) recorded on October 26, 2006 as Instrument No. 06-2369323 in the Official Records of Los Angeles County (the "Deed of Trust") as an encumbrance to the Borrower’s interest in the collective Projects. An Amended and Restated Deed of Trust will be recorded to reflect the loan modification in the form attached hereto as Exhibit B, and incorporated herein by this reference. The Amended and Restated Deed of Trust secures all of the outstanding Agency/Authority and City Notes related to the Projects. Each Note includes all of the provisions for cross-default and cross- ATTACHMENT 5 - 7
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collateralization. The Amended and Restated Deed of Trust is intended to secure future amounts lent to Borrower from either City and/or Authority in which the future documents state that those amounts are secured by the Amended and Restated Deed of Trust, and other future modifications to this Agreement. This Agreement can be amended at any time to include additional loans from either City alone or the Authority alone, without the consent of the other (either City or Authority). The entire security, therefore, can be foreclosed upon a default in any one of the specific Notes. Once recorded the Instrument Number of the Amended and Restated Deed of Trust shall be noted here:_________________.
5. Waivers.
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the City’s sole discretion and that the City may accept security in consideration for any such extension or release any security for this Note at its sole discretion all without in any way affecting the liability of Borrower. b. No extension of time for payment of this Note made by agreement by the City with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.
c. The obligations of Borrower under this Note shall be absolute, and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever.
6. Attorneys’ Fees and Costs. Borrower agrees that if any amounts due under this Note are not paid when due, to pay in addition, all costs and expenses of collection and reasonable attorneys’ fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed.
7. Deed of Trust Acceleration. The Deed of Trust and the Agreement provide for acceleration of the payments due under this Note in the event of default under the Deed of Trust or Agreement.
.
8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the City. In the event City at some time in the future, and from time-to -time, agrees in its sole and absolute discretion, to release Borrower as to a specific property subject to the Agreement, then this Note, the Deed of Trust and respective Regulatory Agreement can be released, reconveyed and/or modified to so reflect. In the event of any release, the affordability restrictions may be renegotiated.
9. Assignment Prohibited. Except in connection with transfers permitted pursuant to the Agreement or a dissolution context, in no event shall Borrower assign or transfer any portion of this Note without the prior express written consent of the other party, which consent may be given or withheld in the other party’s sole discretion.
10. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Amended and Restated Master Loan Agreement.
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B
URBANK HOUSING CORPORATION, a
California nonprofit public benefit corporation
By: _________________________________
Name: _________________________________
Title: _________________________________
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Schedule 1 to City Amended and Restated Promissory Note
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