Agenda packet — Burbank City Council, May 19, 2026 (part 9 of 13)

Exhibit B 8 ATTACHMENT 11 - 482
1612
To Agency:

To City:

To Nonprofit:

Redevelopment Agency of the City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Assistant Executive Director
City of Burbank
- 275 East Olive Avenue
P.O. Box 6459
Burbank, California 91510-6459
Attention: Community Development Director
Burbank Housing Corporation
241 West Verdugo A venue
Burbank, California 91510
Attention: Judith S. Arandes, Executive Director
Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the third day from the date it is postmarked if delivered by registered or certified mail.- •
602. Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to events which are outside of the reasonable control of the party claiming an extension, which may include, without limitation: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental _ restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other party; acts or failures to act of any other public or governmental agency or entity ( other than the acts or failures to act of the Agency and/or City which shall not excuse performance by the Agency and/or City respectively); or any other causes beyond the control or without the fault • of the party claiming an extension of time to perform. Notwithstanding anything to the contrary - in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thiliy (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Nonprofit. 603. Transfers of Interest in Property or Agreement.
603.1 Prohibition. The qualifications and identity of the Nonprofit are of particular concern to the Agency and City. It is because of those qualifications and identity that the Agency and City have entered into this Agreement with the Nonprofit. Accordingly, for the - k:\agmt\housing\amended elmwood regulatory agmt
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Exhibit B 8 ATTACHMENT 11 - 483
1613
period commencing upon the date of this Agreement and throughout the Affordability Period, no voluntary or involuntary successor in interest of the Nonprofit shall acquire any rights or powers under this Agreement, (b) nor shall the Nonprofit make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Property ( collectively referred to herein as a "Transfer"), without the prior written approval of the Agency and City, except as expressly set forth herein. 603.2 Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, Agency and City approval of a Transfer shall not be required in connection with any of the following:
(a) The conveyance or dedication of any portion of the Property to the City or other appropriate governmental agency.
(b) Any lease of an apartment unit in the Property to individual tenants in the ordinary course of business.
603.3 Agency Consideration of Requested Transfer. The Agency and City agree that they will not unreasonably withhold approval of a request for approval of a Transfer made pursuant to this Section 603, provided the Nonprofit delivers written notice to the Agency and City requesting such approval. Such notice shall be accompanied by evidence regarding the proposed transferee's qualifications and experience, and its financial commitments and resources, in sufficient detail to enable the Agency to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 603 and as reasonably determined by the Agency and City. The Agency may, in considering any such request, take into consideration such factors as (i) the quality of any new and/or replacement owner, (ii) the transferee's past performance as owner and operator of affordable multifamily apartment complexes, (iii) the CutTent financial condition of the transferee, and similar factors. The Agency and City agree not to unreasonably withhold its approval of any such requested Transfer, taking into consideration the foregoing factors.

An assignment and assumption agreement in form satisfactory to the Agency's legal counsel and the City Attorney shall also be required for all proposed Transfers. Within thirty (30) days after the receipt of the Nonprofit's written notice requesting Agency approval of a Transfer pmsuant to this Section 603, the Agency and City shall either approve or disapprove such proposed assignment or shall respond in writing by stating yVhat further information, if any, the Agency reasonably requires in order to detennine the request complete and detennine whether or not to grant the requested approval. Upon receipt of such a response, the Nonprofit shall promptly furnish to the Agency and City such further infonnation as may be reasonably requested.
603.4 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon the Nonprofit and its pe1mitted successors and assigns.

Whenever the term "Nonprofit" is used in this Agreement, such tenn shall include any other pe1111itted successors and assigns as herein provided.
603.5 Assignment by Agency or City. The Agency or City may assign or transfer any of their rights or obligations under this Agreement with the approval of the k:\agmt\housing\amended elmwood regulatory agmt
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Exhibit B 8 ATTACHMENT 11 - 484
1614
Nonprofit, which approval shall not be unreasonably withh,eld; provided, however, that the Agency may assign or transfer any of its interests hereunder to the City and vice versa, at ruiy time without the consent of the Nonprofit.
604. Agency and City Approvals and Actions. The Agency and City shall maintain authority of this Agreement and the authority to implement this Agreement through the Agency's Assistant Executive Director ( or hi-s or her duly authorized representative) and the Community Development Director, respectjvely .. The Agency's Assistant Exec-qtive Director and the City's Community Development Director shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, extend time periods, and/or enter into amendments of this Agreement on behalf of the Agency and City, respectively, so long as such actions do not materially or substantially change the uses permitted on the Property, or add to the costs incurred or to be incurred by the Agency and City, respectively, as specified herein. All other material and/or substantive interpretations, waivers·, or amendments shall require the considera~ion, action and written consent of the Agency Board and City Council, respectively. 605. No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.
606. Modifications. Any alteration, change or modification of or to this Agreement, • in order to become effective, shall be made in writing and in each instance signed on behalf of each party.
607. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agteement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent pennitted by law.
608. Time of Essence. Time is expressly made of the essence wi~h respect to the perfonnance by the Agency and the Nonprofit of each and every obligation and condition of this Agreement.
609. Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases o~ additional agreements.
610. Amendment and Supersession of Prior Agreements. This Agreement amends and supersedes the Purchase Regulatory Agreement, dated November 30, 1999, by and between Agency and Nonprofit, and the AHA Regulatory Agreement, dated July 17, 2001, among the Agency, City, and Nonprofit, which, except _as set forth in Section 402. 7 of this Agreement, shall be of no further force or effect as of the Date of Agreement. k:\agmt\housing\amended elmwood regulatory agmt Page 17 • 08-21-02
Exhibit B 8 ATTACHMENT 11 - 485
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IN WITNESS WHEREOF, the Agency and the Nonprofit have executed this Amended and Restated Regulatory Agreement as of the date first set forth above ("Date of Agreement").

ATTEST:

Margarita Campos, Agency Secretary
ATTEST:

Margarita Campos, City Clerk
Approved as to Form and Legal Content
AGENCY:

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and
politic
By: _____________ _
Robert R. Ovrom, Executive Director
CITY:

CITY OF BURBANK, a California municipal
corporation
By: ---------------- Robe rt R. Ovrom, City Manager
NONPROFIT:

BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By: ---------~~__,,..,..,-,--,-,....,...,....,.-,----,-,..,..,...,.,.

By: _____________ _
Dennis A. Barlow, City Attorney/Agency Counsel
By: Michael J. Garcia, Assistant City Attorney_
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Exhibit B 8 ATTACHMENT 11 - 486
1616
EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY
That real property located in the State of California, County of Los Angeles, City of Burbank and described as follows:
[SEE ATTACHED]
Exhibit "A"
Exhibit B 8 ATTACHMENT 11 - 487
1617
LEG1UJ DESCRIFTION
J?Jl...RCEL l :·
.LOTS· 6, 12 AND 13 OF TR.A.CT NO. 14564, IN THE CITY OF BURBANK, IN THE COUNTY OF LOS ANGELES, STATE OF C~..L!FORNrAr AS PER MAP RECORDED IN.BOOK 420 1 PAGE (S) 33 AND 34 OF ~J?S I IN· THE OFFICE OF' THE COUNTY RECORDER OF S~~ID COUNTY .
.PA.RCEL 2:

LOT 7 OF TRACT NO. 14564 1 IN THE CITY OF BURBANK, IN TEE COUNTY OF LOS ANGEL~S, STATE OF C~..LIFORNIA, AB .PER MAP RECORDED IN BOOK 420, PAGB(S) 33 .AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF S1t!D COUNTY . .P~....RCEL 3 ~
LOTS 8, 9, 10 AND ll OF TRACT NO. 14564, IN THE CITY OF BURBANK, IN THE -COUNTY·OF LOS 'ANGELES, STATE OF 0.LIFORNIA, AS PER MF.P RECORDED IN BOOK 420, PAGE(S) 33 AND ~4 OF MA.i?S, IN TEE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 4:

LOTS l.o J.\NU 17 OF TRACT NO. 14564, IN THE CITY. OF BURBANK, -IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ~S PER MAP.RECORDED IN BOOK 420, PAGE{S) 33 AND 34 OF MA.PS, IN .THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. :P~~EL 5:

THAT PORTIGN OF ELMWOOD AVENUE, 60.00 FEET WIDE AND VAAI~..BLE ~IDTH, AS SHOWN ON MAJ? OF TRACT NO. · 145 64, IN THE CITY OF BUR.EAlJK, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER ~AP aECORDED IN BOOK ~20, PAGE(S) 33 AND 34 OF MAPS·,· IN THE. OFF:CCE OF THE COtJNTY RECORDER OF SAID COUNTY, LYING NORTHEAS~ERLY OF THE FOLLOWING DESCRIBED LINE: • ' . COMMENCING AT THE SOUTHEAST COP..NER OF LOT 6 OF SAID TAACT; THENCE NORTH 41° '15' 55u EAST ALONG THE NORTHWESTERLY RIGHT-OF-WAY OF SAID ELMWOOD ~VENUE

19.06 FEET TO THE BEGINNING 0F A TANGENT CURVE, .CONCAVE NORTBWESTERLY,.

HAVING A RADIUS OF 35. 00 _FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH. A CENTRAL A.NGLE OF 29° 55' 35'' AN A.RC LENGTH OF 18 .28 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE SOUTREASTERLY H.~vING A RADIUS OF 4 o . O o :fEET i 'THENCE NORTHEASTERLY ]l..LONG. SAID REVERSE Ctr.RVE THROUGH A CENTRP .. L ANGLE OF 71 ° 2 0' 10 11 AN: ARC iiENGTH OF 49. 8 0 FEET TO A POINT IN. SA-ID • NORTHWESTERLY RIGHT OF WAY OF ELMWOOD AVENUE, S,~ .. ID POINT BEING THE TRUE POINT OF BEGil,JNING 1 JJ.., RADIAL LINE TO SAID POINT BEll-...RS 07° 19 1 3ln EAST;

THENCE CONTINUING SOUTEEASTERLY ALONG SAID RESERVE CURVE CONCAVE A CENTRAL ANGLE OF Sn° 10' 51" AN ARC .LENGTH OF ·67-.85 FEET TO A POINT IN THE SOUTHEASTERLY RIGHT-OF-WAY OF SAID ELMWOOD AVENUEr A RA.DIAL LINE TO SAID POINT BEARS. SOUTH 8.9° 51' 20 11 WEST. SA.ID VACATION WAS .ADOPTED BY THE CITY COUNCIL OF THE CITY OF BURBANK UNDER RESOLUTION NO. 24~635 1 A CERTIFIED COPY OF WHlCH WAS RECORDED. FEBRUARY 19, 1997 AS INSTRUMENT NO~ 97-2572457 OF OFFICIAL RECORDS.

PARCEL 6:

LOT 1, TRACT NO. 14564, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, ST ATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGES 33 AND 34 . OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Exhibit B 8 ATTACHMENT 11 - 488
1618

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
)
) ss.
)
On ____________ , before me, --~~~-~~-~~~~-' Notary Public, (Pnnt Name of Notary Pubhc) personally appeared
D personally known to me
-or-
□ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies ), and that by his/her/their signature( s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature Of Notary

OPTIONAL
Though the data below is not required by law, it may prove vah.table to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT □ Individual
□ Corporate Officer
Title(s) Title Or Type Of Document
□ Partner(s) □ Limited
□ General
□ Attorney-In-Fact
□ Trustee( s)
□ Guardian/Conservator
□ Other:

Signer is representing:

Name Of Person( s) Or Entity(ies)
Number Of Pages
Date Of Document
Signer( s) Other Than Named Above
Exhibit B 8 ATTACHMENT 11 - 489
1619

STATE OF CALIFORNIA

COUNTY OF ORANGE
)
) ss.
)
On , before me, ------------ -----,,=----,---,=-=--____,.=--=--~=-----..,,.....-..,---' Notary Public, (Prmt Name of Notary Public) personally appeared
D personally known to me
-or-
□ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature Of Notary

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT □ Individual
□ Co:rporate Officer
Title(s) Title Or Type Of Document
□ Partner(s) □ Limited
□ General
□ Attorney-In-Fact
□ Trustee( s)
□ Guardian/Conservator
□ Other:

Signer is representing: C
Nfilile Of Person(s) Or Entity(ies)
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
Exhibit B 8 ATTACHMENT 11 - 490
1620
DATE:
141 n. glenoaks boulevard • p.o. box 6459 • burbank • california • 91510-6459 • (818) 238-5180 October 1 , 2002
TO: Robert R. Ovrom, City Manager/Executive Director
FROM Susan Georgine, Community Development Director/ ~ Asst. Executive Director v rj Susan Evans, Asst. COD for Housing, Redevelopment __
and Economic Development (\~
By: Duane Solomon, Housing Development Manager~/_)
SUBJECT: Occupancy Standards
At the August 27, 2002 joint meeting of the Council and Agency, staff was instructed to return with information regarding an alternative occupancy standard predicated upon the square footage of a unit. In recent years, the Agency has established an occupancy standard in all projects it assists that limits the number of household members to two persons per bedroom plus one additional member, which meets the federal Housing Quality Standards or HQS definition under 24 CFR.982.401 (d)(2)(iii). The U. S.

Department of Housing and Urban Development (HUD) requires that a Housing .Authority administering HQS must "provide for the smallest number of bedrooms needed to house a family without overcrowding" and comply with HQS space requirements, which stipulates that "The dwelling unit must have at least one bedroom or living/sleeping room for each two person. "
1 As with many jurisdictions, the Agency (and the City's Housing Authority) has increased the HQS minimum standard to allow an additional household member. In addition to not reducing the HQS standard below HQS occupancy limits, this measure also accommodates households with children of differing genders, while also staving off any fair housing concern about the Agency dictating housing choices. 1 (d) Space and security-- (1) Performance requirement. The dwelling unit must provide adequate space and security for the family.
(2) Acceptability criteria.
(ii) The dwelling unit must have at least one bedroom or living/sleeping room for each two persons. Children of opposite sex, other than very young children, may not be required to occupy the same bedroom or living/sleeping room.

Exhibit B 8 ATTACHMENT 11 - 491
1621
Occupancy based on a unit's square footage (as compared to the number of bedrooms as used under the current City/Agency occupancy standard) is codified in the Uniform Housing Code or UHC (Section 503.2), which sets forth the following definition of the number of permitted occupants in a dwelling:

Dwelling units and congregate residences shall have at least one room, which shall not have less than 120 square feet of floor area. Other habitable rooms, except kitchens, shall have an area of not less than 70 square feet. Where more than two persons occupy a room used for sleeping purposes, the required floor area shall be increased at the rate of 50 square feet for each occupant in excess of two.

Under the UHC, 70 square feet of living space exclusive of the kitchen and each bathroom is required for two persons, while a minimum of 50 square feet is needed for each additional occupant. The maximum occupancy is then determined by subtracting 70 square feet from the unit's total square footage, subtracting the square footage of the kitchen and each bedroom and then dividing the remaining square footage (the habitable area) by 50.

Occupancy under the UHC is a variable, sometimes confusing standard that too often legitimizes overcrowding. Following are two examples of UHC standards that help illustrate the methodology used under the UHC to calculate maximum occupancy.

Bedroom equals 120 SF (70 for 3 First bedroom equals 120 SF 3 first two persons and 50 SF for (70 for first two persons and third person) 50 SF for third person)
487 SF minus 120 SF (Bedroom) 4 932 SF minus 120 SF (First 12 minus 50 SF (Bath) minus 100 Bedroom) minus 100 SF (2
SF (Kitchen) equals 217 SF /50 Baths at 50 SF each) minus 100 SF SF (Kitchen) equals 612 SF /50
SF
Total Maximum Occupants 7 Total Maximum Occupants 15
Current Maximum Occupancy 3 Current Maximum Occupancy 5 2 Exhibit B 8 ATTACHMENT 11 - 492
1622
Using this calculation, a sampling (Attachment A) of Burbank Housing Corporation (BHC) units would suggest the following occupancy limits:

W. Elmwood Apts. 13 3 14 5 NA NA
(averaged)
237 West Verdu o 10 3 NA NA NA NA
257 West Verdugo NA NA 16 5 NA NA
241 West Verdugo 14 3 NA NA NA NA
220 West Tu ·un a 7 3 NA NA 15 7
There is a plethora of issues that must be addressed if the Agency opts for a standard that links maximum occupancy to a unit's square footage (UHC) rather than to one based upon persons per bedroom (housing quality standards or HQS). • Site Constraints. Many of the projects the Agency assists the BHC to acquire have limited on-site parking, often one space per unit. Increasing the number of occupants creates greater demands for parking that will spill off-site. • Property Maintenance. The quintessential issue is to ensure Agency assisted properties are maintained appropriately. In doing so, the Agency specifically avoided a standard that allows for an excessive number of occupants, one that far exceeds the normal wear and tear on residential units and resultantly escalates maintenance costs.
• Service Costs. Fire Department staff's perception is that increasing the number of occupants adds to the calls for service for safety services; "Responses or call volume is directly linked to population numbers." As density increases, there typically is a corresponding increase in the volume of calls for service. Fire .

Department staff observed that,
There are more incidents of fires and medical emergencies among [residents] in overcrowded multiple dwellings. Occupancy units designed to accommodate a family unit, for instance, of 2-6 people become overtaxed when that usage swells to twice that number.

Kitchens designed to accommodate cooking requirements for 2-6 people will have increased risks do to the added usage. • Occupancy Determination/Monitoring. The contorted calculation used to determine occupancy under the UHC would make the initial determination and subsequent monitoring of units more difficult than the current standard. The 3 Exhibit B 8 ATTACHMENT 11 - 493
1623
UHC standard will also create differing occupancy limits subject to unit configuration that can result in a number of anomalies as illustrated below. □ A household may find in that it meets occupancy standard in one unit and not in another unit with the same number of bedrooms due to the differing square footage.
□ A household could occupy a unit with more square footage but with less bedrooms but not qualify for another unit with more bedrooms but with less square footage.
□ Two households of identical size can apply for two units with comparable number of bedrooms, one household meeting the occupancy limit and the other household not meeting the occupancy limit again due to the square footage of the units.
• Public Perception. Overcrowding and substandard housing are interrelated terms often associated with poorly maintained projects. The Agency should balance the need to house larger households with public confidence that Agency assisted projects improve, not erode, housing conditions. This point was emphasized recently when Agency staff frequently had to assure residents surrounding the Peyton-Grismer neighborhood that the proposed acquisition/rehabilitation project at 1801-1819 Grismer Avenue would improve housing conditions and reduce overcrowding.

RECOMMENDATION
Staff recommends the Agency retain the current occupancy standard of two persons per bedroom plus one additional household member.

Occupancy standard.doc
4 Exhibit B 8 ATTACHMENT 11 - 494
1624
Exhibit B 9
ATTACHMENT 11 - 495
1625

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Burbank
275 East Olive Avenue
P.O. Box 6459
Burbank, California 91519-6459
Attention: Housing Director
)
)
)
)
)
)
)
)
26060290
1111111111111111111111111111111111111111111
Batch Number: 15657746
11111111111111111111111111111111111111111111
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383.

THIRD AMENDMENT TO REGULATORY

AGREEMENT
(Phase 1 - 2025 Master Loan Amendment)
�til�THIRD AMENDMENT TO REGULATORY AGREEMENT is entered into as of --�� 2,, 2025 among the Housing Authority of the City of Burbank , a public body, corporate and politic (the "Authority") , the City of Burbank, a municipal corporation and charter city ("City")
, and Burbank Housing Corporation, a California nonprofit public benefit corporation (the "Developer or BHC")
.

Subject Properties
listed in Attachment No. 1 with prior recorded instrument numbers and/or legal descriptions (collectively "Subject Properties")

RECITALS
The following recitals are a substantive part of this Agreement:

A. In 1997, the former Redevelopment Agency of the City of Burbank (the "Agency") established a nonprofit corporation, the Burbank Housing Corporation ("BHC")
, to improve and preserve the existing housing inventory in the City of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.

B. The City receives funds from the HOME Investment Partnership Act of the united States, 42 U.S.C. Sec. 12701, et seq, ("HOME funds") , for the purpose of the
production and operation of housing affordable to lower and very low income families.

The City also receives Community Development Block Grant ("CDBG") funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.
2 I 80\02\3876745.14
Exhibit B 9 ATTACHMENT 11 - 496
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Exhibit B 9
ATTACHMENT 11 - 497
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Exhibit B 9
ATTACHMENT 11 - 498
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Exhibit B 9
ATTACHMENT 11 - 499
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Exhibit B 9
ATTACHMENT 11 - 500
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Exhibit B 9
ATTACHMENT 11 - 501
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Exhibit B 9
ATTACHMENT 11 - 502
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Exhibit B 9
ATTACHMENT 11 - 503
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Exhibit B 9
ATTACHMENT 11 - 504
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Exhibit B 9
ATTACHMENT 11 - 505
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Exhibit B 9
ATTACHMENT 11 - 506
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Exhibit B 9
ATTACHMENT 11 - 507
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Exhibit B 9
ATTACHMENT 11 - 508
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Exhibit B 9
ATTACHMENT 11 - 509
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Exhibit B 9
ATTACHMENT 11 - 510
1640
Exhibit B 9
ATTACHMENT 11 - 511
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Exhibit B 9
ATTACHMENT 11 - 512
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Exhibit B 9
ATTACHMENT 11 - 513
1643
Exhibit B 9
ATTACHMENT 11 - 514
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Exhibit B 9
ATTACHMENT 11 - 515
1645
Exhibit B 9
ATTACHMENT 11 - 516
1646
Exhibit B 9
ATTACHMENT 11 - 517
1647
Exhibit B 9
ATTACHMENT 11 - 518
1648
Exhibit B 9
ATTACHMENT 11 - 519
1649
Exhibit B 9
ATTACHMENT 11 - 520
1650
1 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
275 East Olive Avenue
P.O. Box 6459
Burbank, CA 91510-6459
Attn: Housing Director
No recording or document fee
pursuant to Government Code
Section 27383 and Revenue
and Taxation Code
Section 11922
APNS: 2451-018-022; 2451-018-009; (SPACE ABOVE THIS LINE FOR RECORDER'S USE) 2451-018-082; 2451-019-001 (

MODIFICATION AGREEMENT
(Project No. 9, Verdugo Activity Center, 241 W. Verdugo Avenue) THIS MODIFICATION AGREEMENT (the "Modification Agreement") is entered into as of _________ 2026 (the "Effective Date") among the HOUSING AUTHORITY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Authority") as successor to the housing assets and duties of the dissolved Redevelopment Agency of the City of Burbank (the "Agency"), the CITY OF BURBANK, a municipal corporation and charter city (the "City"), and BURBANK HOUSING CORPORATION, a California nonprofit public benefit corporation ("BHC"). The Authority, the City, and BHC are each referred to as a "Party", and collectively are referred to as the "Parties".

RECITALS
A. BHC is the owner of certain property located at 220 W. Tujunga Avenue, 237, 241-243 and 257 W. Verdugo Avenue, Burbank, California and more particularly described on Exhibit A attached hereto and made a part hereof (the "Property"). BHC desires to change the use of the activity center space currently located on the Property at 241 W. Verdugo Avenue (the "Activity Center Space") to one (1) moderate income 2 bedroom/1 bath residential unit no later than January 1, 2028.

B. The Agency and BHC entered into a Loan Agreement which consolidated the previous Agency and City loans on the Property (the "Loan Agreement"). The City, the Agency and BHC entered into a consolidated loan agreement approved by the City and Agency on March 21, 2006 and executed on January 2, 2007, and as amended on November 20, 2008, which combined the loans made by the City and Agency for the Property and other properties into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual properties as one large project (the "MLA"). On January 14, 2025, the Authority, the City and BHC entered into the Amended and Restated Master Loan Agreement (Phase 1) which ATTACHMENT 12 - 1
1651
2 amended and restated in their entirety the Loan Agreement (as amended), promissory note (as amended), deed of trust (as amended), MLA, and other agreements related to Property and twenty-three other properties (the "2025 MLA").

C. In connection with the Loan Agreement, BHC, the City and the Agency entered into a Regulatory Agreement dated as of June 16, 2004 (the "Regulatory Agreement") and recorded on the Property as Document No. 2005-1068729 in the Official Records of the County of Los Angeles (the "Official Records"). The Regulatory Agreement was amended by Amendment No. 2 to Affordable Housing Agreements and Related Regulatory Agreements dated as of September 23, 2010 (the "Global Amendment No. 2"), and the related Regulatory Agreement Amendment dated as of September 23, 2010 and recorded on the Property on October 19, 2010 as Document No. 20101493655 in the Official Records (the "Global Regulatory Agreement Amendment"). The Regulatory Agreement and the Global Regulatory Agreement Amendment were amended by that Third Amendment to Regulatory Agreement (Phase 1 – 2025 Master Loan Amendment) dated as of September 22, 2025 and recorded on the Property on December 2, 2025 as Document No. 20250862074 in the Official Records (the "Third Regulatory Agreement Amendment").

D. The Parties now desire to modify the Loan Agreement, the 2025 MLA, the Regulatory Agreement, the Global Amendment No. 2, the Global Regulatory Agreement Amendment, the Third Regulatory Agreement Amendment and any and all documents by or among any of the Parties related to Property in Burbank, California (the "Verdugo Documents") attached as Exhibit B to permit the conversion of the Activity Center Space to one (1) moderate income 2 bedroom/1 bath residential unit.

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, it is hereby declared, understood and agreed as follows:

1. Defined Terms. All capitalized terms not defined in this Modification Agreement shall have the meanings ascribed to them in the 2025 MLA.

2. Conversion of Use. The Parties agree that BHC can cease the use of the Activity Center Space as an activity center as of June 2026 and thereafter renovate the Activity Center Space as one (1) 2 bedroom/1 bathroom residential unit to be occupied by and rented at Affordable Rent (as defined in the Regulatory Agreement) by a household that meets the qualifications to occupy a Moderate Income Unit (as defined in the Regulatory Agreement) no later than January 1, 2028. BHC is not requesting financial assistance from the City or the Authority for this renovation.

3. Amendment of 2025 MLA. Effective as of the Effective Date unless otherwise noted below, the 2025 MLA is hereby amended as follows:
(a) The last three sentences of Recital E are hereby deleted.

ATTACHMENT 12 - 2
1652
3 (b) The words "and construction of an activity center to be used for after school care by the focus neighborhood of the Grismer and Elliott projects" are hereby deleted from Recital I.6.
(c) The second sentence of Recital I.8 reading "An activity center serves the neighborhood" is hereby deleted.
(d) The fourth sentence of Recital I.9 reading "An activity center serves the neighborhood" is hereby deleted.
(e) Effective as of January 1, 2028, the text in (d) of the definition of "Operating Expenses in Section 1.2 reading "specific expenses required in the operation of onsite activity centers" is replaced with "INTENTIONALLY DELETED". (f) The words "activity centers and" are hereby deleted from Section 1.9.

4. Amendment of the Global Amendment No. 2. Effective as of the Effective Date unless otherwise noted below, Global Amendment No. 2 is hereby amended as follows:
(a) The last three sentences in Recital D of Global Amendment No. 2 are hereby deleted.
(b) The second sentence in Recital N is hereby deleted. (c) The second sentence in Recital O is hereby deleted.

5. Amendment of the Regulatory Agreement. Effective as of the Effective Date unless otherwise noted below, the Regulatory Agreement is hereby amended as follows:
(a) Effective as of January 1, 2028, Section 3.D. is replaced as follows:
"D. The Developer agrees to make available, restrict occupancy to, and lease three housing units (including at least one (1) 2 bedroom/1 bathroom unit) within the Property to households that do not exceed one hundred twenty percent (120%) of Los Angeles County median income, adjusted for family size, as established and amended from time to time by the California Department of Housing and Community Development ("HCD"), at the time of initial occupancy of the housing unit, at an Affordable Rent (the "Moderate Income Units")."
(b) All references related to rent and income level requirements of the CDBG and HOME programs or regulations are hereby deleted as the CDBG and HOME affordability periods required by the United States Department of Housing and Urban Development have expired.

ATTACHMENT 12 - 3
1653
4 6. References to Activity Center. All references to the activity center are hereby deleted from the Verdugo Documents.

7. Deletion of CDBG and HOME references. All references related to rent and income level requirements of the CDBG and HOME programs or regulations are hereby deleted from the Verdugo Documents as the CDBG and HOME affordability periods required by the United States Department of Housing and Urban Development have expired.

8. Full Force and Effect. Except as set forth in this Modification Agreement, the Verdugo Documents remain unmodified and are in full force and effect.

9. Exhibits and Attachments Incorporated. All exhibits and attachments referred to in this Modification Agreement and attached to it are hereby incorporated in it by this reference.

In the event there is a conflict between any of the terms of this Modification Agreement and any of the terms of any exhibit or attachment to this Modification Agreement, the terms of this Modification Agreement shall control the respective duties and liabilities of the parties hereto.

10. Successors and Assigns. This Modification Agreement shall be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties.

11. California Law. This Modification Agreement shall be governed by and construed in accordance with the laws of the State of California.

12. Counterparts. This Modification Agreement may be signed by the different parties hereto in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.
[Signatures on following page.]
ATTACHMENT 12 - 4
1654
S-1
IN WITNESS WHEREOF, Authority, City and BHC have executed this Agreement as of the Effective Date.
"AUTHORITY"

HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By:
________________________________
Justin Hess, Executive Director
Attest:
___________________________________
Kimberley Clark, City Clerk
"CITY"
CITY OF BURBANK, a municipal corporation
and charter city
By: ________________________________
Justin Hess, City Manager
Attest:
___________________________________
Kimberley Clark, City Clerk
Approved as to Form and Legal Content
Joseph H. McDougall City Attorney/Authority General Counsel By: ________________________________
"BORROWER"

BURBANK HOUSING CORPORATION,
a California nonprofit public benefit corporation
By: _____________________________
Name:___________________________
Its: ______________________________
[Signatures to be acknowledged by notary]
ATTACHMENT 12 - 5
1655
By: ____________________________
Starla Warren, President/CEO

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
______________________________________
Name: ______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ATTACHMENT 12 - 6
1656

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

ATTACHMENT 12 - 7
1657

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

ATTACHMENT 12 - 8
1658
2180\02\4180948.4 A-1
Exhibit A
Legal Description of the Property
That certain real property situated in the City of Burbank, County of Los Angeles, State of California, and described as follows
220 West Tujunga Avenue
LOT 22 OF TRACT NO. 5101, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OFSAID COUNTY.
237 West Verdugo Avenue
LOT 9 OF TRACT NO. 5101, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGE(S) 23 OF MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
241-243 West Verdugo Avenue
LOT 10 OF TRACT NO. 5101, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
257 West Verdugo Avenue
LOT 1 OF TRACT NO. 5695, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 61, PAGE(S) 92 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

ATTACHMENT 12 - 9
1659
I

LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement") is entered into this }.~If day of J•m1.t llltj , 2007, by and between the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), the CITY OF BURBANK, a municipal corporation and charter city, and BURBANK HOUSING CORPORATION, a California nonprofit corporation (the "Borrower or BHC").

RECITALS
The following recitals are a substantive part of this Agreement:

A. In 1997, the Redevelopment Agency of the City of Burbank established a non-prout corporation to improve and preserve the existing housing inventory in the City of Burbank, - California that is affordable to low-income and moderate-income persons and to provide communi assistance and property management services at affordable housing projects within the City of Burbank.

B. The City of Burbank receives funds from the HOME Investment Partnership Act of the united States, 42 U.S.C. Sec. 12701, et seq, ("HOME funds"), for the purpose of the production and operation of housing affordable to lower and very low income families. The City also has Community Development Block Grant ("CDBG") funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.

C. Pursuant to Section 33334.2 of the California Health and Safety Code Section 33000, et seq., (hereafter "Community Redevelopment Law") the Agency is required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City of Burbank's supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund").

D. BHC, the City, and the Agency have to date worked together to provide and preserve 202 units of low-to-moderate income tenants/owners. Based on the successful Elmwood model, the parties recognize that affordable housing requires social centers/services to invigorate neighborhoods and to keep projects successful. In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school child care, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.

E. On October 26, 1999, BHC entered into an affordable housing agreement with the City and Agency to assist in the rehabilitation of2331 -2333 North Fairview Street, then improved as a single family home and a three unit apartment. The City provided a loan up to $200,000 at three percent (3%) interest of HOME funds to be paid out of residual receipts and the Agency provided a loan in the amount of $126,930 also at three percent (3%) interest. Hereafter referred to as either "Property No. I or Project No. I".
k:\projects\bhc-debt restructuring\Loan Agreement I 0-20-06 10-20-06
Exhibit B 1 ATTACHMENT 12 - 10
1660
F. On April 25, 2001, BHC entered into an affordable housing agreement with the City and Agency to acquire, rehabilitate and manage a then duplex and two unit apartment located at 3000-3006 Thornton A venue (hereafter referred to as either "Property No. 2 or Project No. 2"), with financial assistance by the Agency and City. The Agency lent $366,000 to BHC which was to be repaid by an $18,516.84 annual payment beginning on April 1, 2003 until paid, although the balance is due April I, 2033. The Agency Note for Project No.2 bears interest at the rate of three percent annually. A deed of trust in first position on the Project No. 2 secures the note. The City lent HOME funds in an amount up to $150,000, which would be forgiven, unless BHC commits a material default of the note, deed of trust or regulatory agreement, and fails to cure such default. In the event of an uncured default, the note is accelerated and due in full.

G. On July I 0, 200 I, BHC entered into an affordable housing agreement with the City and the Agency to acquire, rehabilitate and manage real property located at 199 West Elmwood Avenue which was then improved with a six-unit apartment building. The transaction also consolidated the prior purchase agreement obligations entered into on November 30, 1999 concerning the acquisition of 153, 158-159,164-165, 170-171, 188, 194 Elmwood. The consolidated Promissory Note to the Agency was for $3,007,265.48. This Elmwood project is collectively referred to as either "Property No. 3 or Project No.3". Under the tenns of the consolidated Promissory Note to the Agency, BHC is to make annual payments based on 100% of the residual receipts of the combined Elmwood projects, as narrowly defined in the note. The Agency would then share as BHC's annual payment to the City an amount equal to 20% of the annual residual receipts received from BHC. The note accrued no interest, and the first payment was to be made April l, 2002, with the remaining balance due on November 30, 2029. As part of this refinance, the $100,000 for Child Care Fee Loan is to be repaid to the Agency. The Agency shall, pursuant to the tenns of a Cooperation Agreement dated July 16, 2003, repay the City that $100,000.

H. On July 16, 2002, BHC entered into an affordable housing agreement with the City and Agency concerning the acquisition, rehabilitation, and management of 1721 Elliot Drive, then improved with an eight unit apartment. Under the tenns of the affordable housing agreement, the City agreed to loan BHC $550,000, a portion from CDBG, and a portion from HOME funds. Under the terms of the promissory note, 55% of the annual residual receipts would be deposited to the CDBG fund, and 45% of the annual residual receipts would be deposited in the HOME fund. Annual residual receipts are owed each April I commencing on April I, 2004, until paid in full, but in no event, no later than April 1, 2034. Sec. 209.1 of the AHA, BHC agreed to not seek a property tax exemption, notwithstanding its non-profit status. The Elliot project is hereafter referred to as either "Property No. 4 or Project No. 4". This refinancing will allow BHC to seek a property tax exemption. This provision was amended in the Amended Affordable Housing Agreement, in March 2006.

I. On May 27, 2003, BHC and the Agency entered into an affordable housing agreement concerning 3030 Thornton Avenue, which was then improved with a single family dwelling. The Agency provided a loan to BHC in tpe amount of $290,000 to fund certain costs of the project. The loan was divided into two notes. One note was for $57,200 accruing interest at 3% per annum, amortized over thirty years beginning April I, 2005. The second note, in the amount of $232,800 is deferred (subject only to a material default), and was to be forgiven in full on the 55th year anniversary of the date of the note. In Sec. 209.1 of the affordable housing agreement, BHC agreed to not seek a property tax exemption, notwithstanding its non-profit status. The Amended Affordable Housing Agreement, in March 2006, eliminated that prohibition. The 3030 Thornton A venue project is hereafter referred to as either "Property No. 5 or Project No. 5". k:\projects\bhc-debt restructuring\Loan Agreement I 0-20-06 10·20-06

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Exhibit B 1 ATTACHMENT 12 - 11
1661
J. On September 23, 2003, BHC and Agency entered into a disposition and development agreement ("DDA") and lease agreement whereby BHC agreed to rehabilitate and then lease the property at 1801-1815 Grismer Avenue, 1819 Grismer Avenue and 1729-1735 Elliott Drive. As part of the DDA, the Agency provided BHC a loan of $3,441,000 for the rehabilitation of existing structures and construction of an activity center to be used for after school care by the focus neighborhood of the Grismer and Elliott projects. The loan payments were to begin when the construction is completed, and continue for 55 years thereafter. BHC was obligated to obtain some third party financing from a private lender once the project is complete, and those funds shall be paid to the Agency. This private loan requirement was eliminated through the refinancing. Any remaining amounts shall be repaid out of residual receipts, subject to debt service for that private loan. Once the Agency note is repaid, the rent (which was $I/yr.) requires payments on April 1 which shall be equal to I 00% of the residual receipts of the project, as defined in the lease (sec. 5.2). It is the intent of the parties to amend the Loan Agreement and related Promissory Note and to incorporate those amended terms into the Lease Agreement automatically. The aforementioned project is hereafter referred to as either "Property No. 6 or Project No. 6".

K. On November 18, 2003, BHC entered into an affordable housing agreement with the City for assistance to purchase and rehabilitate seven units at 2325 and 2335 Fairview Street. The City provided a loan to BHC in the amount of $1,080,000 of HOME funds, which principal will be forgiven (subject to acceleration if uncured material default occurs) at the 55th anniversary of the date of the note (hereafter referred to as either "Property No. 7 or Project No. 7").

L. On June 15, 2004, BHC and the Agency entered into an affordable housing agreement whereby Agency provided a loan of $3,143,000 to fund the acquisition, rehabilitation and management of the property located at 2321 North Fairview Street and 2321-2323 North Catalina Street and related relocation costs for displaced households. The loan accrues 3% interest per year over fifty-five (55) years, and is to be repaid by BHC in an amount equal to 50% of the residual receipts from the property, commencing on April 1, 2006, until the loan is repaid, but in no event, no later than April I, 2061. An activity center serves the neighborhood. It is the intent of the parties to amend the Loan Agreement and related Promissory Note and to incorporate those amended terms into the Lease Agreement automatically. This project is hereafter referred to as either "Property No. 8 or Project No. 8".

M. On May 4, 2004, the Agency and BHC restructured and consolidated certain affordable housing agreements in the Lake-Verdugo Focus Neighborhood, as to 220 West Tujunga Avenue, 237, 241-243, and 257 West Verdugo Avenue, which had been entered into separately in 2000-01. The restructured debt included Agency lending funds in the amount of $1,255,200 to allow BHC to pay off certain private financing. A new private loan was obtained, and that amount was repaid to the Agency, remaining obligations to the Agency and City are to be paid out of residual receipts (100%) during the next 55 years (but in no event later than April 1, 2060) after debt service is paid to the conventional lender. The Agency/City loans involved over five separate notes. An activity center serves the neighborhood. The Verdugo-Lake Focus Neighborhood projects are hereafter referred to as either "Property No. 9 or Project No. 9".

N. On July 19, 2005, BHC entered into an affordable housing agreement with the Agency whereby the Agency agreed to lend BHC $384,000 from the Housing Fund to assist in the acquisition of the property located at 1902 Keeler Street. The loan, which is subordinate to a first deed of trust securing a loan by a private lender, will be forgiven at the end of 55 years, as long as no k :\projects\bhc-debt restructuring\Loan Agreement I 0-20-06 10-20-06

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Exhibit B 1 ATTACHMENT 12 - 12
1662
material default has occurred. The Keeler project is hereafter referred to as either "Property No. 10 or Project No. 10.''

0. On January 31, 2006, the Agency and City approved a Disposition and Development Agreement and a Lease with BHC for the property located at 313 and 427 West Valencia A venue, which documents allowed for administrative amendments to the documents to make that transaction consistent with the revised documents related to this refinancing. The aforementioned property is hereafter referred to as either "Property No. 11 or Project No. 11 ".

P. The properties located at 157 West Linden Avenue and 160 West Elm Court are collectively referred to as either "Property No. 12 or Project No. 12".

Q. With the exception of Projects No. 6 and 8, BHC has performed all of its obligations under the affordable housing agreements (the "AHAs") with respect to the acquisition and rehabilitation of each applicable property and currently maintains and operates the property subject to individual Regulatory Agreements exclusive to each property. The Regulatory Agreement for Projects 1-10 is being amended herein.

R. The Agency and BHC further desire to amend the Loan Agreement for the Agency to grant BHC funds from the Agency's Low and Moderate Income Housing Fund, established pursuant to Health and Safety Code Section 33433.3, to pay off BHC's preexisting conventional debt and replace it with a new Agency Loan as to Property Nos. 3, 4, 7, 9, and I 0. The corresponding note for each of these properties shall be increased to assure the pay off amounts.

S. Pursuant to each of individual AHAs, BHC has executed Promissory Notes in favor of the City to repay loans made under each AHA of either federal HOME funds (HOME Investment Partnership Act of the United States, 42 U.S.C. §12701, et seq.), or CDBG funds (Title I of the Housing and Community Development Act of 1974, 42 U.S.C. §5301 et seq.) ("City Note"), and/or in favor of the Agency to repay a loan from the Agency's Low and Moderate Income Housing Fund established pursuant to California Health and Safety Code Section 33433.3 (the "Agency Note").

The Agency Note and City Notes are referred to herein collectively as the Agency/City Notes.

Agency, City, and Borrower desire to amend the Agency/City Notes to make the terms of said notes consistent and concurrent.

T. With respect to Projects No. 6 and 8, the changes attached hereto shall act as an amendment to the DOA and AHA respectively, where necessary to incorporate the changes of the attached Promissory Note and Loan Agreement, which otherwise would be inconsistent with the original terms.

U. The parties desire to restructure the debt on Projects No. 3, 4, 7, 9, 10 by paying off the existing permanent financing on the property with an increased loan from the Agency in the respective amounts of approximately $300,000, $346,200, $393,400, $525,600, $99,300, with BHC, and the remainder of the Agency Loan to be repaid by Residual Receipts (as defined herein and in the attached Promissory Note). Further, conversion of certain Agency Loans which required fixed annual payments are to be converted to residual receipt loans, specifically for Property Nos. I, 2 and

5. V. The Parties further desire to amend the regulatory agreement on each respective property (hereinafter, the "Amended Regulatory Agreement,"). The purpose of the amendment is to k;\projects\bhc•debl restructuring\Loan Agreement I Q..2O-06 10-20-06

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Exhibit B 1 ATTACHMENT 12 - 13
1663
modify any provisions which define residual receipts in any way inconsistent with this Loan Agreement.

NOW, THEREFORE, the Agency, City and BHC (hereafter the Borrower) hereby agree as follows:

1. Loans for individual properties. In order for the Agency to increase its loan on certain properties, the Promissory Notes in favor of the Agency, and those in favor of the City, applicable to the Project Nos. 1-10 shall be amended and restated to conform to this Loan Agreement. Property No. 11 provided for administrative changes to the note to make it consistent with this agreement. Property No. 12 already provided that security relative to that transaction would be wrapped into the blanket deed of trust. This Loan Agreement amends each separate loan agreement, where such existed, or other applicable document, and to the extent that this agreement is inconsistent with any prior one affecting the aforementioned Projects, this agreement shall prevail.

As consideration for the refinancing, all of the separate loans shall be treated as one; therefore, a default on one Note can result in a default on all twelve (12) Notes; which can result in the Agency or City exercising foreclosure rights on all twelve of the Projects. Accounting shall be maintained for each individual property (Project Nos. l through 11) in compliance with this Amended Loan Agreement. The project specific deed of trusts shall be released and one new Deed of Trust shall secure all properties collectively (hereafter "Properties"). All loans from the Agency and from the City are now subject to the following terms as set forth below.

1.1 Repayment of Amended Loan. The Borrower's obligation to repay the Amended Agency Loan and the Amended City Loan shall be set forth in each Amended and Restated Promissory Note attached as Exhibit "A-1 through A-1 O" hereto, which is incorporated herein by reference. The term of all of the Notes shall be for fifty-five (55) years after the execution of the Amended and Restated Promissory Note (hereafter Note or Notes). Any balance of the Note shall be due on the anniversary date in the 55th year. The Notes shall commence immediately, and as to the Notes securing Agency loans, the first residual receipt compliance date shall be April I, 2007, as set forth below, and continuing every year thereafter until payment has occurred in full. Borrower shall make an annual payment equal to one hundred percent (100%) of the "Residual Receipts", as hereafter defined, unless payments are accelerated in accordance with the Note.

1.2 Definitions. As used in this Loan Agreement the following definitions apply:
"Approved General Administrative Costs" shall mean costs incurred by Borrower as a Borrower corporation which are not directly attributable to a specific project, but which are directly related to preserving affordable housing for low-to moderate-income households in accordance with Health & Safety Code Sec. 33334.2(e) and consistent to the mission statement and goals of Borrower in accordance with Articles of Incorporation and By-laws. "Approved Project Residual Receipts" shall be defined as the Income less the sum of the Operating Expenses and Reserve Deposits for each calendar year. "Income" shall mean all gross income and all revenues of any kind from the Property (each Project is hereafter referred to as Property) in a calendar year, including without limitation, k:\projectsThhc-debt restructuring\Loan Agreement I 0-20-06 10-20-06

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Exhibit B 1 ATTACHMENT 12 - 14
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Property rents, late charges, laundry revenues, vending machines, interest on security deposits. food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; (c) asset ma~agement fee; (d) specific expenses required in the operation of on-site activity centers; (e) other costs consistent with Borrower's Articles of Incorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account . on a per unit per year basis; and (b) payments to an operating reserve which shall be determined on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve account, and to the operating reserve account shall be determined by the Agency Assistant Executive Director each Jan. I. For the January I, 2007 budget, the capital reserve shall be $300/unit, and the operating reserve shall be $200/unit, unless otherwise modified by parties. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary. "Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs" (if any).

1.3 Annual Budget Process Required. No later than January I st of each calendar year, Borrower shall confer with Agency and present a budget for that calendar year. During this budget process, the parties shall meet and the Agency Assistant Executive Director shall determine at that time, the parameters of the exact reserve amounts, as well as the reasonableness of the other estimated expenses and income. With respect to consideration of Approved General Administrative Costs, the Agency shall determine that the planning and administrative expenses are necessary for the production, improvement, or preservation of low-and moderate-income housing. The parties shall again meet no later than Dec. 31 of each calendar year to reconcile the budget. Borrower shall obtain annual audited financial statements with respect to the Property that have been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statements present the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. One statement can be provided for all of the Properties as long as each Project is clearly delineated or separate statements can be provided for each Project. Further, the Agency may audit Borrower at any time, by providing reasonable notice. The audit shall be at Agency's expense. At that time, the Assistant Executive Director shall provide Borrower with approval as to Approved General Administrative Costs and Approved Residual receipts if any. k:\projccts\bhc-dcbt rcstructuring\Loan Agreement I 0-20-06 10-20-06

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Exhibit B 1 ATTACHMENT 12 - 15
1665
t
The Residual Receipts shall be reported to the Agency annually in the fonn of a residual receipts report approved by the Agency. The Borrower shall annually, on or before April 1 of each year commencing on Aprill, 2007, submit to the Agency a Residual Receipts Report which shall provide the basis for the determination of the Residual Receipts.

Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the Property that is subject to the Deed of Trust securing this Note, or any portion of the Property; or b. in the event of a default by the Borrower under this Agreement, the AHA, any Agency Regulatory Agreement recorded against any property subject to the Deed of Trust securing this Note, the Deed of Trust securing the Note, or the 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 Agency to declare them due subsequently.

1.4 Security for Agency and City Loan. The Notes shall be secured by one Deed of Trust with Assignment of Rents (Short Form) (the "Deed of Trust") to be recorded as an encumbrance to the Borrower's interest in the collective Property, which includes all of the properties, Projects Nos. I though 12, in the fonn of Exhibit "B" attached hereto, which is incorporated herein. The Deed of Trust shall secure all of the outstanding Agency and City Notes.

Each Note shall have a cross-default and cross-collateralization reference. The entire security pool therefore, can be foreclosed upon a default in any one of the specific Notes. Full reconveyances and substitution of trustee shall be executed by the City Manager and Executive Director prior to the recordation of the Deed of Trust provided herein. Property Nos. 11 and 12 were approved with a provision authorizing administrative changes to the Deed of Trust so that it would be included in the security for this Note.
l.S Conditions to Disbursement of Agency Loan. This transaction includes increased assistance from the Agency as set forth in certain Notes which shall be disbursed to pay off the existing debt on Projects No. 3, 4, 7, 9, 10, for Agency agrees to pay off the existing permanent financing on those aforementioned properties with an increased loan from the Agency in the respective amounts of approximately $300,000, $346,200, $393,400, $525,600, $99,300 the aforementioned amounts are estimates only, once is the exact payoff amount is detennined the amount of the Agency loan shall be modified accordingly. Agency's obligation to disburse these increased loan proceeds is subject to the fulfillment of each and all of the conditions precedent (a) through (b), inclusive, described below ("Conditions Precedent"), which are solely for the benefit of Agency:
a. Execution of Documents. Borrower shall have executed and delivered to the Agency and City the Amended and Restated Promissory Notes, the Deed of Trust, the Regulatory Agreement Amendment, and any other documents required hereunder. b. No Default, Representations and Warranties. Borrower shall not be in default in any of its obligations under the terms of this Agreement, the Affordable Housing k:\projccts\bhc-debt restructuring\Loan Agreement I 0-20.06 10-20-06

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Exhibit B 1 ATTACHMENT 12 - 16
1666
Agreements, or the Regulatory Agreement. All representations and warranties of Borrower contained herein and the Regulatory Agreement shall be true and correct in all material respects on and as of the date of the disbursement of the Agency loan as though made at that time, and all covenants of Borrower which are required to be performed prior to the disbursement of the Agency loan shall have been performed by such date. Borrower represents and warrants that it has not conveyed any interest in any of the properties set forth above except to the private lenders referenced in Recital U above up to and including the date of the closing.

1.6 Subordination. The Deed of Trust shall not be subordinate to any other deeds of trust, unless expressly approved by the Agency and City.

I. 7 Assignment. The Promissory Notes shall not be assigned by Borrower without the prior written consent of the Agency/City.

1.8 Amendments to Articles and By-laws. As further consideration for this refinancing, BHC agrees to amend its Articles of Incorporation and By-laws to reflect that its mission is expanded to provide community services and general administrative activities associated with the development, improvement, and preservation of low- and moderate-income housing in the City of Burbank, including but not limited to activity centers and child care, and that its powers and purpose be limited to the geographic boundaries of the City of Burbank. Acquiring property, or entering into contacts for the operation of the community services shall further be allowed, but only as long as the Agency and City approve all contracts/sales which do not directly involve the Agency or City, and this consent is in each body's sole and absolute discretion. The amended provisions required by this section, shall not be further changed without Agency and City prior approval, which provision shall also be expressly provided. The required provisions shall be reflected in the Articles and By-laws, to the extent legally possible. Whether or not the provisions are incorporated into the articles and bylaws, any violation of this section will further be deemed to be a default of the Loan Agreement, causing acceleration of the Loan as amended herein. The City Attorney shall approve all modifications before BHC submits amended articles and before amending by-laws to the appropriate governmental entities, which submission shall occur within six months of this agreement.

Submission to the Internal Revenue Service as to non-profit status given the proposed changes have occurred by the execution date of the amended promissory notes and the closing. BHC agrees to continue to diligently complete the amendment process to achieve the goals herein, and shall provide proof of these changes within a reasonable time.

2. Minimum Requirements.

2.1 Operation of Development in Compliance with Affordable Housing Agreements. The Borrower shall rehabilitate (where applicable), operate and maintain each Property in compliance with the requirements of the Affordable Housing Agreements applicable to each individual property and each respective Regulatory Agreement, as amended.

2.2 Maintenance. The Borrower shall maintain the Property and thereon in good condition, free of debris, waste and graffiti, in a clean and presentable manner, and in compliance with the Affordable Housing Agreements, the Regulatory Agreement, this Agreement and all applicable provisions of the Burbank Municipal Code. The Property shall be maintained in accordance with this Section 2.2 until the Agency Loan is repaid in full or for the period specified in the Regulatory Agreement, whichever period is longer. If the Property is not so maintained, and such condition is not corrected within a reasonable period after written notice thereof from the Agency, k:\projects\bhc-debt rcstructuring\Loan Agreement I 0-20-06 I0-20-06

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Exhibit B 1 ATTACHMENT 12 - 17
1667
then the Agency may perform the necessary maintenance and Borrower shall pay such costs as are reasonably incurred for such maintenance.

2.3 Insurance. Borrower shall furnish the Agency with proper evidence of the insurance which is required pursuant to the Affordable Housing Agreements and/or the Regulatory Agreement. At a minimum the following standards shall apply: The Borrower shall take out and maintain or shall cause its contractor to take out and maintain during the Affordability Period a comprehensive general liability policy in the amount of not less than Two Million Dollars ($2,000,000) combined single limit policy, and a comprehensive automobile liability policy with limits of not less than One Hundred Thousand Dollars ($100,000) per person and Three Hundred Thousand Dollars ($300,000) per accident for bodily injury and not less than Twenty-Five Thousand Dollars ($25,000) per accident for property damage. Borrower shall maintain insurance in the amount of Two Million Dollars ($2,000,000) against damages sustained by reason of any action, claim or demand made by reason of breach or claim for breach of contract, or by reason of any contractual liability or alleged contractual liability on any contract entered into by the Borrower or its contractors, subcontractors, agents or employees with respect to the Property. All policies shall protect the Borrower, City and Agency from claims for such damages, and be issued by an insurance carrier qualified to do business in the State of California, which carrier is reasonably satisfactory to the Agency. Such policy or policies shall be written on an occurrence form. The Borrower shall also furnish or cause to be furnished to the Agency and City evidence satisfactory to the city Attorney that Borrower and any contractor with whom it has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. The Borrower shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form approved by the Agency setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the City and the Agency and their respective officers, agents, and employees as additionally insured parties under the policy, and the certificate shall be accompanied by a duly executed endorsement evidencing such additional insured status, which shall be provided as a separate endorsement attached to the certificate. The certificate and separate endorsement by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City and the Agency of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by the Borrower shall be primary insurance and not be contributing with any insurance maintained by the Agency or City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of the City and the Agency. The required certificate shall be updated annually at the Jan. 1 meeting described above.

Borrower shall also take out and maintain until the end of the Affordability Period a policy of property damage insurance, with the policy amount in the full replacement value of the Property.

In the event Borrower is unable to obtain any of the insurance coverages required herein, the Agency may find BHC in default of this Agreement; provided, however, the Borrower may request the Agency to pay for the insurance or to waive said insurance coverage requirements and place the Property and Rehabilitation on the Agency's insurance policy(ies). The Agency may approve or deny Borrower's waiver request in its sole and absolute discretion. Concurrently with Borrower's waiver request, the Borrower shall provide written correspondence from at least three (3) insurance underwriters evidencing Borrower's inability to obtain insurance coverage, regardless of cost. Any cost to the Agency caused by a purchase of insurance or a waiver of insurance coverage, including increased premium, shall be added to the amount of the Promissory Note under the Loan Agreement, and shall be repaid pursuant to the terms thereof. k:\projccts\bhc-debt restructuring\Loan Agreement I 0-20-06 10-20-06 Page 9
Exhibit B 1 ATTACHMENT 12 - 18
1668

2.4. Indemnity. The Borrower shall defend, indemnify, assume all responsibility for, and hold the Agency and the City, and their representatives, volunteers, officers, employees and agents, harmless from all claims, demands, damages, defense costs or liability of any kind or nature relating to the subject matter of this Agreement or the implementation thereof and for any damages to property or injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any acts or omissions of the Borrower under this Agreement, whether such activities or performance thereof be by the Borrower or by anyone directly or indirectly employed or contracted with by the Borrower and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Borrower shall not be liable for property damage or bodily injury to the extent occasioned by the willful misconduct or sole negligence of the Agency or its agents or employees.

2.S Compliance With Laws. The Borrower shall develop, maintain and operate the Property in conformity with all applicable laws, including all applicable state labor standards, the zoning and development standards of the City of Burbank, building, plumbing, mechanical and electrical codes, and all other provisions of the City Municipal Code, all applicable environmental laws, all state and federal fair housing laws, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq .. and the Unruh Civil Rights Act, Civil Code Section 51, et seq.

2.6 Nondiscrimination. Borrower for itself and its successors and assigns, agrees that there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, subleasing, rental, transferring, use, occupancy, tenure, or enjoyment of the Property nor shall the Borrower or any person claiming under or through the Borrower establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, leases, sub lessees, subtenants, contractors or vendees in the Property.

2.7 Condition of the Property.
a. Borrower Precautions. Borrower shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which may be located in, on or under the Property. Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. In addition, Borrower shall install and utilize such equipment and implement and adhere to such procedures as are consistent with commercially reasonable standards as respects the disclosure, storage, use, removal and disposal of Hazardous Materials.
b. Environmental Indemnity. Borrower shall indemnify, defend and hold Agency harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the release from the Property, use on the Property, generation on the Property, discharge from the Property, storage on the Property, disposal on or from the Property, or transportation to or from the Property, of any Hazardous Materials during the term of this Agreement, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit,judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or k:\projects\bhc-debt restructuring\Loan Agreement I 0-20-06 10-20-06 Page 10
Exhibit B 1 ATTACHMENT 12 - 19
1669
from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, parallel indemnity after closing, cost or expense arising from or out of any claim, action, suit or proceeding, including injunctive, mandamus, equity or action at law, for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment; provided, however, under no circumstances shall these indemnity obligations of Borrower include any obligation for payment of punitive damages assessed against Agency or City or their officers, employees, agents or representatives.
c. Definitions. For purposes of this Agreement, "Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local governmental authority, Los Angeles County, the State of California, regional governmental authority, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) methyl tertiary butyl ether, (ix) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Code of Regulations, Division 4, Chapter 20, (x) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (xi) defined as a "hazardous waste" pursuant to Section I 004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903) or (xii) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601, et seq.

2.8 Liens and Stop Notices. Borrower shall use its best efforts to prevent any lien or stop notice from being placed on the Property or any part thereof, except as to those liens which are approved encumbrances under this Agreement or the Regulatory Agreement. If a claim of a lien or stop notice is given or recorded affecting the Property the Borrower shall within thirty (30) days of such recording or service:
a. pay and discharge the same; or
b. effect the release thereof by recording and delivering to Agency a surety bond in sufficient form and amount, or otherwise; or c. provide Agency with indemnification from a title insurance company reasonably acceptable to the Agency against such lien or other assurance which Agency deems, in its sole discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of Agency from the effect of such lien or bonded stop notice. k:\projects\bhc-debt restructuring\Loan Agreement I 0-20-06 10-20-06
Exhibit B 1 ATTACHMENT 12 - 20
1670

3. Borrower's Representations and Warranties. Borrower represents and warrants to Agency as follows:

3.1 Authority. Borrower has full right, power and lawful authority to undertake all obligations as provided herein, and the execution, perfonnance and delivery of this Agreement by Borrower has been fully authorized by all requisite actions on the part of the Borrower. The parties who have executed this Agreement on behalf of Borrower are authorized to bind Borrower by their signatures hereto.

3.2 Litigation. To the best of Borrower's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Borrower or any parties affiliated with Borrower, at law or in equity before any court or governmental agency, domestic or foreign, which if adversely detennined, would materially impair the right or ability of Borrower to execute or perform its obligations under this Agreement or any documents required hereby to be executed by Borrower, or which would materially adversely affect the financial condition of Borrower or any parties affiliated with Borrower.

3.3 No Conflict. To the best of Borrower's knowledge, Borrower's execution, delivery, and perfonnance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Borrower or any parties affiliated with Borrower is a party or by which it is bound.

3.4 No Bankruptcy. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, receivership or other proceedings have been filed or are pending or threatened against the Borrower or any parties affiliated with Borrower, nor are any of such proceedings contemplated by Borrower or any parties affiliated with Borrower.

3.5 Notice of Changed Conditions. Until the disbursement of the Agency Loan, Borrower shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 3 not to be true in any material respect, immediately give written notice of such fact or condition to Agency. Such exception(s) to a representation shall not be deemed a breach by Borrower hereunder, but shall constitute an exception which Agency shall have a right to approve or disapprove if such exception would have a material adverse effect on the development and/or operation of the Property. If Agency elects to disburse the Agency Loan to the Borrower following disclosure of such information, Borrower's representations and warranties contained herein shall be deemed to have been made as of the date of the disbursement of the Agency Loan, subject to such exception(s). If following the disclosure of such information the Borrower fails to cure such matter within the time set forth in Section 4 hereof for the cure of defaults, Agency may elect in its sole and exclusive discretion to terminate this Agreement by written notice to the Borrower.

4. Remedies for Default. A failure by either party to perform any action or covenant required by this Agreement, the Regulatory Agreement, the Promissory Note, the Deed of Trust, or any loan or deed of trust for the acquisition, rehabilitation, or operation of the Property which is senior to the Agency Loan, within the time periods provided herein following notice and failure to cure as described hereafter, constitutes a "Default" under this Agreement. A party claiming a Default shall give written notice of Default to the other party specifying the Default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, and the other party shall not be in Default if such party cures such default k:\projccts\bhc-debt restructuring\Loan Agreement I 0-20-06 10-20-06

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Exhibit B 1 ATTACHMENT 12 - 21
1671
within ten ( I 0) days if the claimed. Default is a failure to pay amounts due pursuant to the Promissory Note, or thirty (30) days from receipt of such notice for all other claimed Defaults hereunder, unless a longer cure period is provided in the Regulatory Agreement, Promissory Note, Deed of Trust or other applicable document. However, in the event that such Default is other than a failure to pay money and is of such a nature that it cannot reasonably be cured within thirty (30) days from receipt of such notice, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if such party immediately upon receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy with diligence as soon as reasonably possible thereafter. In the event that the Borrower is in default on any loan or deed of trust senior to the Agency Loan, the Borrower shall immediately deliver to the Agency a copy of such notice of default. Even if the holder of such loan or deed of trust has not exercised its rights or remedies with respect to such default, the Agency shall have the right (but not be obligated to) cure such default. In such event, the Agency shall be entitled to reimbursement from the Borrower of all costs and expenses actually incurred by the Agency in curing such default, plus interest at the rate of seven percent (7%) per annum. The Agency shall be entitled to add such amount to the amounts owing pursuant to the Promissory Note, and secured by the Deed of Trust.

4.1 Institution of Legal Actions. In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, either party may institute an action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. The Agency may also cause all indebtedness of the Borrower under this Agreement and the Promissory Note to become immediately due and payable, and may institute an action for judicial or nonjudicial foreclosure pursuant to the Deed of Trust. Legal actions must be instituted in the Superior Court of the County of Los Angeles, State of California, in an appropriate municipal court in that county, or in the United States District Court for the Central District of California.

4.2 Acceptance of Service of Process. In the event that any legal action is commenced by the Borrower against Agency, service of process on Agency shall be made by personal service upon the Secretary or Executive Director of Agency or in such other manner as may be provided by law. In the event that any legal action is commenced by Agency against the Borrower, service of process shall be made in such manner as may be provided by law and shall be effective whether served inside or outside of California.

4.3 Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other party.

4.4 Inaction Not a Waiver of Default. Any failures or delays by either party 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, or deprive either such party 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.
k:\projects\bhc-debt restructuring\Loan Agreement I 0-20-06 10-20-06
Page lJ
Exhibit B 1 ATTACHMENT 12 - 22
1672

4.5 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.

4.6 Attorneys' Fees. In any action between the parties to interpret, enforce, refonn, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees.

S. General Provisions.

S.l Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below, or at any other address as that party may later designate by Notice:

To Agency:

To Borrower:

To City:

Redevelopment Agency of the City of Burbank
275 E. Olive Avenue
Burbank, California 91502
Attn: Executive Director
Burbank Housing Corporation
1819 Grismer A venue
Burbank, California 91504
Attn: Executive Director
City of Burbank
275 E. Olive Avenue
Burbank, California 91502
Attn: City Manager
Any written notice, demand or communication shall be deemed received immediately upon personal delivery or two (2) days after deposit in the United States mail; provided, however, that refusal to accept delivery after reasonable attempts thereto shall constitute receipt. Any notices attempted to be delivered to an address from which the receiving party has moved without notice shall be effective on the third day from the date of the attempted delivery or deposit in the United States mail.

5.2 Non-Liability of Officials and Employees of Agency and City. No member, official, officer or employee of Agency or the City shall be personally liable to the Borrower, or any successor in interest, in the event of any Default or breach by Agency ( or the City) or for any amount which may become due to the Borrower or its successors, or on any obligations under the tenns of this Agreement. The City is not a party to this Agreement and shall have no obligations hereunder.
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Exhibit B 1 ATTACHMENT 12 - 23
1673

5.3 Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. This Agreement is executed in two (2) originals, each of which is deemed to be an original.

5.4 Integration. This Agreement, together with the Promissory Note, Deed of Trust, Form of Residual Receipts Report, and Regulatory Agreement contains the entire understanding between the parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect Each party is entering this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. This Agreement includes Exhibits A, B, and C, which constitute the entire understanding and agreement of the parties, notwithstanding any previous negotiations or agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof.

5.5 No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.

5.6 Modifications. Any alteration, change, or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party.
5,7 Severability. If any term, provision, condition, or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.

S.8 Legal Advice. Each party represents and warrants to the other the following:
they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.

S.9 Time of Essence. Time is expressly made of the essence with respect to the performance by the parties of each and every obligation and condition of this Agreement.

5.10 Cooperation. Each party shall cooperate with the other in this transaction and, in that regard, sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements.
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Exhibit B 1 ATTACHMENT 12 - 24
1674

5.11 Definitions. Any terms used in this Agreement but not separately defined herein shall have the meaning given to such terms in the Regulatory Agreement.

5.12 Date of Agreement. This Loan Agreement is dated March 2006, but signed in October, 2006 because of prepayment penalties in certain private loans which precluded closing on the Agency refinancing until that time.
[END OF TEXT. SIGNATURE PAGE TO FOLLOW.]
k:\projecls\bhc-debt restruclUring\Loan Agreement I 0-20-06 10-20-06
Exhibit B 1 ATTACHMENT 12 - 25
1675
IN WITNESS WHEREOF, Agency and the Borrower have executed this Agreement as of the date first set forth above.

Attest:
·~
Attest:

Approved as to Form and Legal Content
"AGENCY"

REDEVELOPMENT AGENCY OF THE CITY
OF BURBANK, a public body, corporate and politic
"CITY"
CITY OF BURBANK, a municipal corporation and
charter city
Dennis A. Barlow, City Attorney/Agency Counsel
k:\projects\bhc-debt restructuring\Loan Agreement I 0-20-06 10-20-06
"BORROWER"

BURBANK HOUSING COPORATION,
a California Borrower corporation
P~e 17
Exhibit B 1 ATTACHMENT 12 - 26
1676

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Redevelopment Agency
of the City of Burbank
275 East Olive Avenue
Burbank, California 91502
Attention: Agency Director

EXHIBITB
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This DEED OF TRUST WITH ASSIGNMENT OF RENTS (this "Deed of Trust"), is made as of ______ , 2006, by BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Trustor"), whose address is 1819 Grismer A venue, Burbank, California 91504 to __________________ (and in such capacity herein called the "Trustee"), for the benefit of the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic and the CITY OF BURBANK, a municipal corporation and charter city (and in such capacity herein collectively called the "Beneficiary"), having an office located at 275 East Olive Avenue, Burbank, California 91510-6459.

WITNESSETH: that Trustor grants to Trustee in Trust, with Power of Sale, that property in the County of Los Angeles, State of California, described as:

See attached Exhibit A, incorporated herein.

Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits.

For the purpose of securing all indebtedness owed to Beneficiary in the principal amount of $20,003,347.62, and for future amounts from time to time, according to the terms of promissory notes made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof (a more detailed breakdown of each note balance as of October I, 2006, is attached as Exhibit B), and (2) the performance of each agreement ofTrustor incorporated by reference or contained herein, and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust as modified, and when this Deed of Trust is amended to include additional obligations.
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Exhibit B 1 ATTACHMENT 12 - 27
1677
To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 556 Placer 1028 379
Alpine 3 130-31 Plumas 166 1307
Amador 133 438 Riverside 3778 347
Butte 1330 513 Sacramento 5039 124
Calaveras 185 338 San Benito 300 405
Colusa 323 391 San Bernardino 6213 768
Contra Costa 4684 1 San Francisco A-804 596
Del Norte 101 549 San Joaquin 2855 283
El Dorado 704 635 San Luis Obispo 1311 137
Fresno 5052 623 San Mateo 4778 175
Glenn 469 76 Santa Barbara 2065 881
Humboldt 801 83 Santa Clara 6626 664
Imperial 1189 701 Santa Cruz 1638 607
Inyo 165 672 Shasta 800 633
Kem 3756 690 San Diego SERIES 5 Book 1964,

Page 149774 ends

Kings 858 713 Sierra 38 187
Lake 437 110 Siskiyou 506 762
Lassen 192 367 Solano 1287 621
Los Angeles T-3878 874 Sonoma 2067 427
Madera 911 136 Stanislaus 1970 56
Marin 1849 122 Sutter 655 585
Mariposa 90 453 Tehama 457 183
Mendocino 667 99 Trinity 108 595
Merced 1660 753 Tulare 2530 108
Modoc 191 93 Tuolumne 177 160
Mono 69 302 Ventura 2607 237
Monterey 357 239 Yolo 7 69 16
Napa 704 742 Yuba 398 693
Nevada 363 94
Orange 7182 18
shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by law.
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Exhibit B 1 ATTACHMENT 12 - 28
1678
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth.

BURBANK HOUSING CORPORATION, a
California Borrower corporation
By:

Name: -----------------
k:\projects\bhc-debt restructuring\Loan Agreement 10-20-06 10-20-06
Title:

Page 20 ends

Exhibit B 1 ATTACHMENT 12 - 29
1679

ACKNOWLEDGMENT
State of California }ss.

County of _____ _ }
On __________ , before me, _______________ , Notary
Public, personally appeared _________________ , personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Signature of Notary
k:\projcctsi.bhc-debt restructuring\Lo1111 Agreement I 0-20-06 I 0-20-06
(Seal)
Pagc21
Exhibit B 1 ATTACHMENT 12 - 30
1680
Property #1

EXHIBIT A

LEGAL DESCRIPTION
2331-2333 North Fairview Street
LOT 190 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE(S) 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #2 3000-3006 Thornton Avenue
LOT 194 AND A PORTION OF LOT 195, OF TRACT NO. 9443, IN THE CITY OF

BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE 5 OF MAPS, IN THE OFFICE OF THE COUNTY

RECORDER OF SAID COUNTY AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOT 194 AND THE EASTERLY 44.00 FEET OF LOT 195 AS MEASURED ALONG THE NORTH AND SOUTH LINES OF SAID LOT.

SAID LAND IS ALSO SHOWN AND DESCRIBED IN CERTIFICATE OF COMPLIANCE, A CERTIFIED COPY OF WHICH IS RECORDED SEPTEMBER 5, 2003 AS INSTRUMENT NO. 03-:2591270, OFFICIAL RECORDS.

Property #3 West Elmwood Avenue
LOT 1, TRACT NO. 14564, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STA TE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGES 33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

ADDITIONAL LEGAL DESCRIPTIONS OF PROPERTY #3 ARE A TT ACHED ON THE FOLLOWING PAGE.
k:\projects'lbhc-debt restructuring\Amended Regulatory Agreement 10-20-06 doc 10-20-06
Exhibit B 1 ATTACHMENT 12 - 31
1681
PA:RCEL l.:

LOTS o, 12 AND l3 OF TF-~CT NO. 14554, IN THE CITY OF BURBANX, IN THE COUNTY O::' LOS A.'IIJ'GELES, STATE OF CA.LI?ORNIA, AS PER MAP RECOR.OED IN BOOK 420, PAGE(S} 33 AND 34 OF MAPS, IN THE OFFICE OF XHE COUNTY RECORDER OF SA!D COUNTY.

PARCEL 2:

LOT 7 OF TRACT NO ; 14564, INT~ CITY OF BURBANK, IN 'niE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER ~.AP RECORDED IN BOOK t20, PAGE(S) 33 AND 34 OF MAES, IN TB:E OFP!CE OF TSE COUNTY RECORDER OF SAID COUNTY. ~A.RCEL 3:

LOTS 8, 9, 10 AND 11 OF ~RACT NO. 14564, IN TEE CITY OF Buru3ANK, IN THE COUNTY OF LOS ANGELES, STATE OF ~.LIFORNIF., AS PER MAP lU:COR.DED IN BOOK 420, PAGE(S) 33 ~~TD 34 OF MAPS, IN THE: OFFICE OF THE CO'!Th"TY RECORDER OP SAID COUNTY. •
\
LOTS 16 AND 17 ~pF TF~.CT NO. 14564, IN THE CITY OF Bl.JREANK, IN 'l:-rE COUNTY OF LOS ANGELES, STATE OF CALIFOR.~IA, AS PER MAP RECORDED IN BOOK 420, PAGE(S ) 33 AND 34 OF MAPS, IN TSE OFFICE OF THE COUNTY RECORDER OF S~!D COUNTY.

PARCEL 5:

TE:AT PORTION OF RLMWOOD A~"'UE, 60.00 FEET W!DE AND VARIABLE WIDTH, AS SHOWN ·ON ~ OF TRACT NO. 14554, IN THE CITY OF BURBANX, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGE(S} 33 AND 34 OF MAPS, IN THE OFFICE OF TBE COUNTY RECORDER OF SAID COUNTY, LYING NORTHEASTERLY OF THE FOLLOWING DESCRIEED LINE: . .

COMMENCING AT T5E SOUTiraAST CO:Rl-J'"ER D? LOT 6 OF SA!D TRACT; TH~NCE NORTH 41° 15' S S II EAST ALONG T"'rlE NORTHWEST;RLy RIGH'l'-OF-WAY OF SAID ELMWOOD AVENUE

19.05 FEET TO T:s::E BEGINNING QF A T~.NGEN"r CURVE, CONCA~ NORTHWESTERLY, HAVING A RADIUS OF 35.00 FEET; TR.ENC~ NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 29° S5' 35- AN ARC LENGTH OF 18.28 FEET TO THE BEGnJNING OF A REVERSE CURVE, CONCAVE SOUTEEAS'l'ERLY .:-t~V!NG A Rll.DIUS OF 4 0 . 0 0 FEET; 'T~-NCE NORTH.EASTERLY ALONG S1'..ID REVERSE CURVE l?.ROUGX A. CEtlTP.AL ANGLE OF 71° 20' 10n AN ARC LEN~TH Or ~9.80 F:EET TO A POINT IN SAID • NORTEWESTERLY RIGHT OF WAY OF ELMWOOD AVENUE, SAID ?OINT BEING THE TRUE POINT OF BEGINNING, A RADI~.L LIN~ TO SAID POI NT EEA.~S 07° 13' 31" EAST; THENCE CONTIN"JING SOU'I'HEASTERLY A.LONG SAID RESERVE CURVE CONCAVE A CENT~.L ANGLE OF 97° 10' 51" AN ARC LENGTH OF 57.85 FEET TO A POINT INT~

SOUTHEASTERLY RIGHT-OF-WAY OF SAID ELMWOOD AVENUE, A RADIAL LINE TO SAID POINT BEARS SOUTH BSD 51' 20" ~ST. SAID VACATION WAS ADOPTED BY THE CITY COWClL OF T:IE CITY OF BURBANK UNDER R~SOLUTION NO. 24,635, A CERTIFIED CO~Y OF WE:ICR WAS RECORDED. FEBRUARY 19, 1997 AS !NSTRUMENT NO. 97-2572457 OF OFFICIAL RECORDS.

PARCEL 6:

LOT 1, TRACT NO. 14564, rN THE CITY OF BURiBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 420, PAGES 33 AND 34 OF MAPS, IN TIIE OFFICE OF IBE COUNTY RECORD~R OF SAID COUNTY.

Exhibit B 1 ATTACHMENT 12 - 32
1682
Property #4 1721 Elliot Drive
LOTS 8 AND 10 OF TRACT NO. 7683, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, ST A TE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 80, PAGE 21 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #5 3030 Thornton Avenue
THE EAST 44 FEET OF LOT 195 OF TRACT 9443, fN THE CITY OF BURBANK,

COUNTY OF LOS ANGELES, STA TE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE(S) 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #6 1801-1815 Grismer, 1819 Grismer and 1729-1735 Elliott LEGAL DESCRIPTIONS OF PROPERTY #6 ARE A TT ACHED ON THE FOLLOWING PAGES.
k:\prOJects\bhc-debl reslructuring\Amended Regulatory Agreement 10-20-06.doc 10-20-06
Exhibit B 1 ATTACHMENT 12 - 33
1683
1801-1815 Grismer, Burbank, CA

Page 1 ends

OrderNo. 606003006

DESCRIPTION
THOSE PORTIONS OF LOTS 18, 19 AND 20 IN TRACT 3097, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 32 PAGE 12, OF MAPS, RECORDS OF SAID COUNTY AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

LOTS 18 AND 19 EXCEPT THE FOLLOWING:

COMMENCING AT THE SOUTHEAST CORNER OF LOT 18 THEN ALONG THE SOUTHERLY LINE OF SAID LOT, NORTH 89°31'40" WEST 367.00 FEET;
THEN NORTH 0°28'50" WEST, PARALLEL WITH THE WEST LINE OF SAID TRACT, 41.50 FEET; THEN SOUTH 89°31'40" EAST 185.00 FEET;
THEN NORTH 0°28'50" WEST 58.50 FEET TO TSE SOUTHERLY LINE OF LOT 19; THEN CONTINUING NORTH 0°28'50" WEST 14.50 FEET;
THEN SOUTH 89°31'40" EAST 163.62 FEET TO A POINT IN A CURVE IN THE WESTERLY LINE OF GRISMER AVENUE, 60.00 FEET WIDE, A RADIAL LINE FROM SAID POINT BEARS SOUTH 78°23'07" WEST;

THEN SOUTHEASTERLY ALONG THE WESTERLY LINE OF GRISMER AVENUE, IN A CURVE CONCAVE TO THE SOUTHWEST WITH A R.~IUS OF 1631.52 FEET, THROUGH AN ANGLE OF 4°05' 02" AND AN ARC DISTANCE OF 116.29 FEET TO THE POINT OF BEGINNING.

LOT 20 EXCEPT THE FOLLOWING DESCRIBED PORTIONS:

THE WESTERLY 100.00 FEET THEREOF;
COMMENCING AT THE NORTHEAST CORNER OF Lor 20,
THENCE SOUTH 14°27'30" EAST ALONG THE WESTERLY LINE OF GRISMER AVENUE, 50 FEET WIDE, 51.74 FEET;
THEN NORTH 89°31'40" WEST 162.50 FEET;
THEN NORTH 0°28'50" WEST, PARALLEL WITH THE WESTERLY LINE OF SAID TRACT, 60.00 FEET TO THE NORTHERLY LINE OF SAID LOT 20;
THEN SOUTH 89°31'40" EAST ALONG SAID NORTHERLY LINE 150.00 FEET TO THE POINT OF BEGI1'.'NING.

SAID LAND IS ALSO SHOWN AND DESCRIBED IN THAT CERTAIN CERTIFICATE OF COMPLIANCE RECORDED MARCH 7, 2006 AS INSTRUMENT NO . 06-490907, OF OFFICIAL RECORDS . .. Exhibit B 1 ATTACHMENT 12 - 34
1684

SCHEDULE A
Order No: 606003007 H28 Your Ref: 1819 GRISMER

1. The estate or interest in the land hereinafter described or referred to covered by this report is:

A LEASEHOLD AS CREATED BY THAT CERTAIN LEASE DATED APRIL 14, 2004, EXECUTED

BY THE REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, A PUBLIC BODY , CORPORATE

AND POLITIC, AS LESSOR, AND BURBANK HOUSING CORPORATION, A CALIFORNIA

NONPROFIT CORPORATION, AS LESSEE, AS REFERENCED IN THE DOCUMENT ENTITLED "MEMORANDUM OF LEASE", WHICH WAS RECORDED JUNE 7, 2006 AS INSTRUMENT NO. 06-1250630, OFFICIAL RECORDS, FOR THE TERM AND UPON AND SUBJECT TO ALL THE PROVISIONS CONTAINED IN SAID DOCUMENT, AND IN SAID LEASE.

2. Title to said estate or interest at the date hereof is vested in:

BURBANK HOUSING CORPORJI.TION, A CALIFORNIA NONPROFIT CORPORATION

3. The land referred lo in this report is situated in the State of California, County of LOS ANGELES and is described as follows:

A PORTION OF LOT 20 OF TRACT NO. 3097, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 32 PAGE 12, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 20;
T:iENCE SOUTH 14"27'30 11 EAST, ALONG THE EASTERLY LINE, 51.74 FEET; THENCE NORTH 89"31'40" WEST 162 . 50 FEET;
THENCE NORTH 0°28'50" WEST 50 FEET TO THE NORTH LINE OF SAID LOT 20; THENCE SOUTH 89"31'40" EAST ALONG SAID NORTHERLY LINE, 150 FEET TO TEE POINT OF BEGINNING.

PREA •I0/31/97bk
Exhibit B 1 ATTACHMENT 12 - 35
1685
1729-1735 ELliott, Burbank, CA

Page 1 ends

Order No. 606003008

DESCRIPTION
PARCEL 1:

LOT 6 OF TRACT NO. 7683, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 80, PAGE 21 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2:

THAT PORTION OF LOT 20 OF TRACT NO . 3097, IN THE CITY OF OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 32, PAGE 12 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE SOUTH LINE OF SAID LOT 20, DISTANT THEREON EAST 50 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 20;
THENCE EAST ALONG THE SOUTH LINE OF SAID LOT A DISTANCE OF SO FEET TO A POINT; THENCE NORTH AND PARALLEL WITH THE WEST LINE OF SAID LOT 20 TO A POINT IN THE NORTH LINE OF SAID LOT;
THENCE WEST ALONG THE NORTH LINE OF SAID LOT, A DISTANCE OF SO FEET TO A POINT; THENCE SOUTH IN A DIRECT LINE TO THE POINT OF BEGINNING.

PARCEL 3:

THAT PORTION OF LOT 20 OF TRACT NO. 3097, IN THE CITY OF OF BURBANK, COUNTY OF LOS ANGELES , STATE OF CA~IFORNIA, AS PER MAP RECORDED IN BOOK 32, PAGE 12 OF MAPS , IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCR:BED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 20;
THENCE EAST ALONG THE SOUTH LINE OF SAID LOT 20, A DISTANCE OF 50 FEET TO A POINT;

THENCE NORTH AND PARALLEL WITH THE WEST LINE OF SAID LOT TO A POINT IN THE NORTH LINE OF SAID LOT 20;
THENCE WEST TO THE NORTHWEST CORNER OF SAID LOT 20;
THENCE SOUTH ALONG THE WEST LINE OF SAID LOT 20 TO THE POINT OF BEGINNING, THE SOUTHWEST CORNER.

PARCEL 4:

LOT 4 OF TRACT NO. 7683, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 80, PAGE 21, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Exhibit B 1 ATTACHMENT 12 - 36
1686
Property #7 2325 and 2335 Fairview Street
That real property located at 2325 North Fairview Street, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 191 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, ST A TE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE(S) 5-6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

That real property located at 2335 North Fairview Street, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 189 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGE(S) 5-6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #8 2321 North Fairview Street and 2321-2323 North Catalina Street
That real property located 2321 North Fairview, in the State of California, County of Los Angeles, City of Burbank, and described as follows:

LOT 188 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGES 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

That real property located 2321-2323 North Catalina Street, in the State of California, County of Los Angeles. City of Burbank, and described as follows:

LOTS 100 AND l 01 OF TRACT NO. 9443, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144, PAGES 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
Property #9 220 West Tujunga Avenue, 237, 241-243 and 257 West Verdugo Avenue
241-243 West Verdugo Avenue
LOT 10 OF TRACT NO. 5101, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, ST A TE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
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Exhibit B 1 ATTACHMENT 12 - 37
1687
220 West Tujunga Avenue
LOT 22 OF TRACT NO. 5101, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, ST A TE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
237 West Verdugo Avenue
LOT 9 OF TRACT NO. 5101, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, ST A TE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 56, PAGE(S) 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
257 West Verdugo Avenue
LOT I OF TRACT NO. 5695, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 61, PAGE(S) 92 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #10 1902 Keeler Street
LOT 2 OF TRACT NO. 7683, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 80, PAGE 21 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Property #11 313 and 427 West Valencia Avenue
313 West Valencia Avenue
LOT 14 OF TRACT NO. 8153, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STA TE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 115, PAGE(S) 77 AND 78 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 427 West Valencia Avenue
LOT 10 OF TRACT 5370, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 121 PAGES 60 AND 61 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDED OF SAID COUNTY. k·\proJects\bhc-debl restructurmg\Amended Regulatory Agreement 10-20-06.doc 10-20-06

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Exhibit B 1 ATTACHMENT 12 - 38
1688
Property #12 157 West Linden Avenue and 160 West Elm Court-159 West Linden Avenue
157 W. Linden Avenue
LOT 36 OF TRACT NO. 6811, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGE 40 OF MAPS, IN

THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THE SOUTHWESTERLY ONE•HALF THEREOF.
160 Elm Court - 159 West Linden Avenue
LOT 35 OF TRACT NO. 6811, IN THE CITY OF BURBANK, COUNTY OF LOS ANGELES, ST A TE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGE 40 OF MAPS, IN

THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 35, THENCE NORTH 48 45' 09" WEST ALONG THE SOUTHWESTERLY LINE OF SAID LOT TO THE MOST WESTERLY CORNER THEREOF; THENCE SOUTH 80 41' 16" EAST 25.30 FEET; THENCE FROM A TANGENT BEARING SOUTH 60 43' 55" EAST, SOUTHEASTERLY ALONG A CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1460 FEET THROUGH AN ANGLE OF 8 32' 55" AN ARC DISTANCE OF 217.84 FEET, THENCE SOUTH 25 31' 40" EAST 15 .25 FEET TO A POINT ON THE SOUTHEASTERLY LINE OF SAID LOT 35, DISTANT THEREON, 36.54 FEET NORTHEASTERLY FROM SAID MOST SOUTHERLY CORNER, THENCE SOUTHWESTERLY 36.54 FEET TO SAID MOST SOUTHERLY CORNER TO THE POINT OF BEGINNING.
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Exhibit B 1 ATTACHMENT 12 - 39
1689

RECORDING REQUESTED BY

AND WHEN RECORDED
MAIL TO:

Burbank Housing Corporation
241 West Verdugo A venue
Burbank, CA 91502
Attn: Executive Director
This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383

SUBSTITUTION OF TRUSTEE

ANDFULLRECONVEYANCE
A. Burbank Housing Corporation ("Trustor") executed that certain Deed of Trust with Assignment of Rents (Short Fonn) in favor of _____________ as trustee ("Original Trustee") for the benefit of The Redevelopment Agency of the City of Burbank, a public body, corporate and politic, as beneficiary ("Beneficiary") dated _____ , recorded on _______ , as Instrument No. ______ in the Official Records of Los Angeles County, State of California, and encumbering real property more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference ("Deed of Trust"). The Deed of Trust secures a promissory note in favor of the Agency to repay a rehabilitation loan made to Trustor.

B. Trustor have agreed to tenns on a new promissory note in favor of the Agency which is to replace the existing note and be secured by a new deed of trust.

C. Beneficiary is the sole beneficiary under the Deed of Trust and desires to substitute itself as the new trustee under the Deed of Trust in the place of Original Trustee in the manner provided for in the Deed of Trust.

D. Beneficiary desires to reconvey all of its beneficial interest in the Deed of Trust.

NOW THEREFORE:

1. Beneficiary, having an office located at 275 East Olive Avenue, Burbank, California 91510-6459, hereby substitutes itself as trustee under the Deed of Trust. k:\projects\bhc-debt restructuring\Loan Agreement I 0-20-06 10-20-06

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Exhibit B 1 ATTACHMENT 12 - 40
1690

2. In consideration for the execution of a replacement deed of trust, substituted trustee under the Deed of Trust hereby reconveys, without warranty, to the person or persons legally entitled thereto, all of the estate now held by it under the Deed of Trust.

DATED: -----------
Attest:

Margarita Campos, Agency Secretary
Approved as to Form and Legal Content
Dennis A. Barlow, City Attorney/Agency Counsel
By: Mary F. Riley, Sr. Asst. City Attorney
k:\projects\bhc-dcbt rcstructuring\Loan Agreement I 0-20-06 10-20-06
The Redevelopment Agency of the City of
Burbank, a public body, corporate and politic
Mary J. Alvord, Executive Director

Page 30 ends

Exhibit B 1 ATTACHMENT 12 - 41
1691
EXHIBIT "A"

LEGAL DESCRIPTION
k:\projectslbhc•debt restructuring\Loan Agreement I 0-20-06 10-20-06
(to be inserted)
Page J I
Exhibit B 1 ATTACHMENT 12 - 42
1692

EXHIBIT A
Amended Promissory Notes for Projects No. 1-11
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13--06 10-13--06
Exhibit B 1 ATTACHMENT 12 - 43
1693
Project No. 1
2331~2333 North Fairview Street
On October 26, 1999, BHC entered into an affordable housing agreement with the City and Agency to assist in the rehabilitation of 2331-2333 North Fairview Street, then improved as a single family home and a three unit apartment. The City provided an interest free loan up to $200,000 of HOME funds to be paid out of residual receipts (hereafter referred to as "Project No. l ").

City Note
Agency Note
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Exhibit B 1 ATTACHMENT 12 - 44
1694

AMENDED AND RESTATED PROMISSORY NOTE
(CITY)
(Project No. 1: 2331-2333 North Fairview Street)
$135,116.67 October __ , 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit 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 of One Hundred Thirty-Five Thousand, One Hundred and Sixteen Dollars and Sixty-Seven Cents ($135,116.67) 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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the City and the Borrower, dated as of November 3, 1999, and as amended on March 21, 2006 (collectively the "Agreement"). The rights and obligations of the Borrower and the City under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. The amendment converted the residual receipt note into a forgivable note.

2. Interest. No interest shall accrue on the Note Amount. r 3. Repayment of Note Amount. 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 Agreement, 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. At the fifty-fifth (55th) anniversary of the date this Note is executed, 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 Agreement, the Note Amount will forgiven in its entirety. 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 Property, as that term is defined in the Agreement (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 Agreement, or this Note, which has not been cured within the period of time set forth in those documents.
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Exhibit B 1 ATTACHMENT 12 - 45
1695
Failure to declare such amounts due shall not constitute a waiver on the part of the City to declare them due subsequently.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

The Deed of Trust affects twelve (12) other properties as security for this note. A default of this Note could result in foreclosure of all thirteen properties. The number of properties secured by this Note is intended to increase or decrease from time to time.

S. 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.

9. City May Assign. City may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

10. Borrower Assignment Prohibited. Except in connection with transfers permitted pursuant to the Agreement, in no event shall Borrower assign or transfer any portion of this Note without the prior express written consent of the City, which consent may be given or withheld in the City's sole discretion.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k :\projects\bhc-<lebt restrucruring\Loan Agreement 10-13-06 10- 13-06
Exhibit B 1 ATTACHMENT 12 - 46
1696
k:\projects\bhc-debt restructuring\Loan Agreement 10-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: ---------------- Title:

Page22
Exhibit B 1 ATTACHMENT 12 - 47
1697

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 1: 2331-2333 North Fairview Street)
$111,668.49 October 1, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 27 5 East Olive A venue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of One Hundred and Eleven Thousand, Six Hundred and Sixty-Eight Dollars and Forty-Nine Cents ($111,668.49) (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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of February 1, 2000, and as amended March 21, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

2. Interest. The Note Amount shall accrue interest at the rate of three percent (3%) per annum, amortized over fifty-five (55) years. Any balance of the Note shall be due in full on the anniversary date in the 55th year

3. Repayment of Note Amount. Borrower shall make an annual payment equal to one hundred percent (100%) of the "Residual Receipts", as hereafter defined, unless payments are accelerated in accordance with the Note. The first residual receipt payment and compliance date shall be April 1, 2007, as set forth below, and continuing every year thereafter until payment has occurred in full.

Page 23 ends

Exhibit B 1 ATTACHMENT 12 - 48
1698
"Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs" (if any).

3.2 Annual budget process required. No later than Jan. 1 of each calendar year, Borrower shall confer with Agency and present a budget for that calendar year. During this budget process, the parties shall meet and the Agency Assistant Executive Director shall determine at that time, the parameters of the exact reserve amounts, as well as the reasonableness of the other estimated expenses and income. The parties shall again meet no later than Dec. 31 of each calendar year to reconcile the budget. Borrower shall obtain annual audited financial statements with respect to the Property that have been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statements present the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. Further, the Agency may audit Borrower at any time, at Agency's expense, after providing advance reasonable notice. At that time, the Assistant Executive Director shall provide Borrower with approval as to Approved General Administrative Costs and Approved Project Residual Receipts if any.

Page 24 ends

Exhibit B 1 ATTACHMENT 12 - 49
1699
Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shalt become immediately due and payable upon the earlier to occur of the foltowing:
a. the sale, lease, exchange or other conveyance of the Property that is subject to the Deed of Trust securing this Note, or any portion of the Property; or b. in the event of a default by the Borrower under this Agreement, the AHA, any Agency Regulatory Agreement recorded against any property subject to the Deed of Trust securing this Note, the Deed of Trust securing the Note, or the 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 Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

The Deed of Trust affects a total of twelve (12) properties as security for this Note. A default of this Note could result in foreclosure of all twelve properties. The number of properties secured by this Note is intended to increase or decrease from time to time.

S. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency 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 Agency 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.

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 Agency. k:\projects\bhc-debt restructuring\Loan Agreement I 0-I 3-06 10-13-06

Page 25 ends

Exhibit B 1 ATTACHMENT 12 - 50
1700

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

10. Borrower Assignment Prohibited. Except in connection with transfers permitted pursuant to Section 504 of the Agreement, in no event shall Borrower assign or transfer any portion of this Note without the prior express written consent of the Agency, which consent may be given or withheld in the Agency's sole discretion.

Name: --------------- Title:

Page26
Exhibit B 1 ATTACHMENT 12 - 51
1701
Project No. 2
3000-3006 Thornton Avenue
On April 25, 2001, BHC entered into an affordable housing agreement with the City and Agency to acquire, rehabilitate and manage a then duplex and two unit apartment located at 3000-3006 Thornton A venue ("Project No.2"), with financial assistance by the Agency and City. The Agency lent $366,000 to BHC which was to be repaid by $18,516.84 annual payment on April 1, 2003 until paid, although the balance is due April 1, 2033. The Agency Note for Project No.2 bears interest at the rate of three percent interest, amortized over thirty years. A deed of trust in first position on the Project No. 2 secures the note. The City lent HOME funds in an amount up to $150,000, which would be forgiven, unless BHC commits a material default of the note, deed of trust or regulatory agreement, and fails to cure such default. In the event of an uncured default, the note is accelerated and due in full.

Agency Note
City Note
k :\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06

Page 27 ends

Exhibit B 1 ATTACHMENT 12 - 52
1702

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 2: 3000-3006 Thornton Avenue)
$410,207.08 October 1, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Four Hundred and Ten Thousand, Two Hundred and Seven Dollars and Eight Cents ($410,207.08) (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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of May 11, 2001, and as amended March 21, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

Page 28 ends

Exhibit B 1 ATTACHMENT 12 - 53
1703
Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary ( for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the .. Approved Project Residual Receipts" less the "Approved General Administrative Costs" (if any).

3.2 Annual budget process required. No later than Jan. I of each calendar year, Borrower shall confer with Agency and present a budget for that calendar year. During this budget process, the parties shall meet and the Agency Assistant Executive Director shall determine at that time, the parameters of the exact reserve amounts, as well as the reasonableness of the other estimated expenses and income. The parties shall again meet no later than Dec. 31 of each calendar year to reconcile the budget. Borrower shall obtain annual audited financial statements with respect to the Property that have been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statements present the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. Further, the Agency may audit Borrower at any time, at Agency's expense, after providing advance reasonable notice. At that time, the Assistant Executive Director shall provide Borrower with approval as to Approved General Administrative Costs and Approved Project Residual Receipts if any.

The Residual Receipts shall be reported to the Agency annually in the form of a residual receipts report approved by the Agency. The Borrower shall annually, on or before April 1 of each year commencing on April 1, 2007, submit to the Agency a Residual Receipts Report which shall provide the basis for the determination of the Residual Receipts. k:'\proJects\bhc-debt restructuring\Loan Agi-eement I 0-13-06 10-13-06
Page29
Exhibit B 1 ATTACHMENT 12 - 54
1704
Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the Property that is subject to the Deed of Trust securing this Note, or any portion of the Property; or b. in the event of a default by the Borrower under this Agreement, the AHA, any Agency Regulatory Agreement recorded against any property subject to the Deed of Trust securing this Note, the Deed of Trust securing the Note, or the 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 Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

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 Agency. k:\projects\bhc-debt reslnlcturing\loan Agreement I 0-13-06 10-13--06

Page 30 ends

Exhibit B 1 ATTACHMENT 12 - 55
1705

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

Name: ______________ _
Title:

Page 31 ends

Exhibit B 1 ATTACHMENT 12 - 56
1706
$150,000.00

AMENDED AND RESTATED PROMISSORY NOTE
(CITY)
(Project No. 2: 3000-3006 Thornton Avenue)
October 1, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit 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 of One Hundred and Fifty Thousand Dollars ($150,000.00) 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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the City and the Borrower, dated as of May 11, 2001, and as amended on March 21, 2006 (collectively the "Agreement"). The rights and obligations of the Borrower and the City under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. The amendment converted the residual receipt note into a forgivable note.

2. Interest, No interest shall accrue on the Note Amount.

3. Repayment of Note Amount. 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 Agreement, 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. At the fifty-fifth (55th) anniversary of the date this Note is executed, 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 Agreement, the Note Amount will forgiven in its entirety. 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 Property, as that term is defined in the Agreement (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 Agreement, or this Note, which has not been cured within the period of time set forth in those documents.
k:\projects\bhc-debt restructuring'IL.oan Agreement I 0-I 3-06 10-13-06
Exhibit B 1 ATTACHMENT 12 - 57
1707
Failure to declare such amounts due shall not constitute a waiver on the part of the City to declare them due subsequently.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

The Deed of Trust affects twelve {12) properties as security for this note. A default of this Note could result in foreclosure of all twelvth properties. The number of properties secured by this Note is intended to increase or decrease from time to time.

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.

9. City May Assign. City may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

10. Borrower Assignment Prohibited. Except in connection with transfers pennitted pursuant to the Agreement, in no event shall Borrower assign or transfer any portion of this Note without the prior express written consent of the City, which consent may be given or withheld in the City's sole discretion.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
Pqe33
Exhibit B 1 ATTACHMENT 12 - 58
1708
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name:
--------------- Title:

Page34
Exhibit B 1 ATTACHMENT 12 - 59
1709
Project No. 3
Elmwood Avenue
On July 10, 2001, BHC entered into an affordable housing agr~ement with the City and the Agency to acquire, rehabilitate and manage real property located at 199 West Elmwood Avenue which was then improved with a six-unit apartment building. The transaction also consolidated the prior purchase agreement obligations entered into on November 30, 1999 concerning the acquisition of 153, 158-159,164-165, 170-171, 188, 194 Elmwood. The consolidated Promissory Note to the Agency was for $3,007,265.48. This Elmwood project is collectively referred to as "Project No.3".

Under the terms of the consolidated Promissory Note to the Agency, BHC is to make annual payments based on 100% of the residual receipts of the combined Elmwood projects, as narrowly defined in the note. The Agency would then share as BBC's annual payment to the City an amount equal to 20% of the annual residual receipts received from BHC. The note accrued no interest, and the first payment was to be made April 1, 2002, with the remaining balance due on November 30, 2029. Additionally, as part of this refinancing, the City loan of $100,000 to the Agency and then to BHC is to be repaid.

Agency Loan
[J: Is there not a city loan too?] The Agency Note is less than this amount. k:\proJects\bhc-debt restnicturing\Loan Agreement 10-13-06 10-13-06
Exhibit B 1 ATTACHMENT 12 - 60
1710

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 3: Elmwood Avenue)
$2,932,973.87
[Julianne: check-I added $100K for the child care payment) [add pay off for private lender amount] October , 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Two Million, Eight Hundred and Thirty-Two Thousand, Nine Hundred and Seventy-Three Dollars and Eighty-Seven Cents ($2,832,973.87) (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 Promissory Note (the ''Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of July 17, 2001, and as amended March 21, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

3.1 Definitions. As used in this Note the following definitions apply:
"Approved General Administrative Costs" shall mean costs incurred by Borrower as a Non-profit corporation which are not directly attributable to a specific project, but which are directly related to preserving affordable housing for low-to moderate-income households in accordance with Health & Safety Code Sec. 33334.2(e) and pursuant to the mission statement and goals of Borrower.
"Approved Project Residual Receipts" shall be defined as the Income less the sum of the Operating Expenses and Reserve Deposits for each calendar year. k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
Exhibit B 1 ATTACHMENT 12 - 61
1711
"Income" shall mean all gross income and all revenues of any kind from the Property (each Project is hereafter referred to as Property) in a calendar year, including without limitation, Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; (e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs"(if any).

The Residual Receipts shall be reported to the Agency annually in the form of a residual receipts report approved by the Agency. The Borrower shall annually, on or before April 1 k:\projects\bhc-debt restructuring\Loan Agreement 10-13-06 10-13-06

Page 37 ends

Exhibit B 1 ATTACHMENT 12 - 62
1712
of each year commencing on April 1, 2007, submit to the Agency a Residual Receipts Report which shall provide the basis for the determination of the Residual Receipts.

Failure to declare such amounts due shall not constitute a waiver on the part of the Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

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.
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13--06

Page 3 ends

Exhibit B 1 ATTACHMENT 12 - 63
1713

8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

Name: --------------- Title:

Page 39 ends

Exhibit B 1 ATTACHMENT 12 - 64
1714
$299,565.84

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 3: Elmwood Avenue)
[Julianne: check-I added Sl00K for the child care payment) [add pay off for private lender amount) October_, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Two Hundred and Ninety-Nine Thousand, Five Hundred and Sixty-Five Dollars and Eighty-Four Cents ($299,565.84) (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.

3.1 Definitions. As used in this Note the following definitions apply:
"Approved General Administrative Costs" shall mean costs incurred by Borrower as a Non-profit corporation which are not directly attributable to a specific project, but which are directly related to preserving affordable housing for low-to moderate-income households in accordance with Health & Safety Code Sec. 33334.2(e) and pursuant to the mission statement and goals of Borrower.
"Approved Project Residual Receipts" shall be defined as the Income less the sum of the Operating Expenses and Reserve Deposits for each calendar year. k:\projects\bhc-debt restructuringlLoan Agreement I 0-13-06 10-13-06
Page40
Exhibit B 1 ATTACHMENT 12 - 65
1715
"Income" shall mean all gross income and all revenues of any kind from the Property ( each Project is hereafter referred to as Property) in a calendar year, including without limitation, Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles of Incorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. I. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs"(if any).

Page 41 ends

Exhibit B 1 ATTACHMENT 12 - 66
1716
of each year commencing on April 1, 2007, submit to the Agency a Residual Receipts Report which shall provide the basis for the determination of the Residual Receipts.

Failure to declare such amounts due shall not constitute a waiver on the part of the Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

Page 42 ends

Exhibit B 1 ATTACHMENT 12 - 67
1717

8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-debt restrucb.lring\Loan Agreement I 0-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: -------~~------ Title: ---------------
P.43
Exhibit B 1 ATTACHMENT 12 - 68
1718
Project No. 4
1721 Elliott Drive
On July 16, 2002, BHC entered into an affordable housing agreement with the City and Agency concerning the acquisition, rehabilitation, and management of 1721 Elliott Drive, then improved with an eight unit apartment. Under the terms of the affordable housing agreement, the City agreed to loan BHC $550,000, a portion from CDBG, and a portion from HOME funds. Under the terms of the promissory note, 55% of the annual residual receipts would be deposited to the CDBG fund, and 45% of the annual residual receipts would be deposited in the HOME fund. Annual residual receipts are owed each April 1 commencing on April 1, 2004, until paid in full, but in no event, no later than April 1, 2034. The Elliot project is hereafter "Project No. 4".

City Loan
Agency Loan- new one for paid off loan
k:lprojects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
~44
Exhibit B 1 ATTACHMENT 12 - 69
1719

AMENDED AND RESTATED PROMISSORY NOTE
(CITY)
(Project No. 4: 1721 Elliott Drive)
$618,903.34 October __ , 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit 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 A venue, Burbank, California 91510-6459, or such other place as the City may designate in writing, the principal sum of Six Hundred and Eighteen Thousand, Nine Hundred and Three Dollars and Thirty-Four Cents ($618,903.34) 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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the City and the Borrower, dated as of July 23, 2002, and as amended on March 21, 2006 (collectively the "Agreement"). The rights and obligations of the Borrower and the City under this Note shall be governed by the Agreement and by the additional tenns set forth in this Note. The amendment converted the residual receipt note into a forgivable note.

2. Interest. No interest shall accrue on the Note Amount.

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 Property, as that term is defined in the Agreement (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 Agreement, or this Note, which has not been cured within the period of time set forth in those documents.
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
Page45
Exhibit B 1 ATTACHMENT 12 - 70
1720
Failure to declare such amounts due shall not constitute a waiver on the part of the City to declare them due subsequently.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note. The Deed of Trust affects twelve (12) properties as security for this note. A default of this Note could result in foreclosure of all twelve properties. The number of properties secured by this Note is intended to increase or decrease from time to time.

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.

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.

9. City May Assign. City may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k :\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
Exhibit B 1 ATTACHMENT 12 - 71
1721
k :\projects\bhc-debt restrucruring\l..oan Agreement I 0-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: ---------------- Title:

P~47
Exhibit B 1 ATTACHMENT 12 - 72
1722
$338,718.54

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 4: 1721 Elliot Drive)
[TO be changed-paid offloan] October_, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Three Hundred Thirty-Eight Thousand, Seven Hundred and Eighteen Dollars and Fifty-Four Cents ($338,718.54) (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.

Page 4 ends

Exhibit B 1 ATTACHMENT 12 - 73
1723
Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles of Incorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (t) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs" (if any).

Page 49 ends

Exhibit B 1 ATTACHMENT 12 - 74
1724
Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the Property that is subject to the Deed of Trust securing this Note, or any portion of the Property; or b. in the event of a default by the Borrower under this Agreement, the AHA, any Agency Regulatory Agreement recorded against any property subject to the Deed of Trust securing this Note, the Deed of Trust securing the Note, or the 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 Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

5. Waivers
a . Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency 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 Agency 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.

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 Agency. k:lproJects\bhc-debt restructuring\Loan Agreement I 0-13-06 10- 13-06

Page 50 ends

Exhibit B 1 ATTACHMENT 12 - 75
1725

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\prOJCCts\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: ---------~----- Title: _____________ _
Exhibit B 1 ATTACHMENT 12 - 76
1726
Project No. 5
3030 Thornton A venue
On May 27, 2003, BHC and the Agency entered into an affordable housing agreement concerning 3030 Thornton A venue, which was then improved with a single family dwelling. The Agency provided a loan to BHC in the amount of $290,000 to fund certain costs of the project. The loan was divided into two notes. One note was for $57,200 accruing interest at 3% per annum, amortized over thirty years beginning April 1, 2005. Annual payments are due to the Agency in the amount of $2,918.30. The second note, in the amount of$232,800 is deferred (subject only to a material default), and will be forgiven in full on the 55th year anniversary of the date of the note. Sec. 209.1 of the AHA, BHC agrees to not seek a property tax exemption, notwithstanding its non-profit status.

The 3030 Thornton Avenue project is hereafter "Project No. 5.

Agency Loans
k:\projccts\bhc-debl restructuring\Loan Agreement I 0-13-06 10-13-06
Exhibit B 1 ATTACHMENT 12 - 77
1727

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY - Repayment Note)
(Project No. 5: 3030 Thornton Avenue)
$59,799.74 October , 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Fifty-Nine Thousand, Seven Hundred and Ninety-Nine Dollars and Seventy-Four Cents ($59.799.74) (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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of May 30, 2003, and as amended March 21, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

Page 53 ends

Exhibit B 1 ATTACHMENT 12 - 78
1728
"Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; (e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs"(if any).

The Residual Receipts shall be reported to the Agency annually in the form of a residual receipts report approved by the Agency. The Borrower shall annually, on or before April 1 of each year commencing on April 1, 2007, submit to the Agency a Residual Receipts Report which shall provide the basis for the determination of the Residual Receipts. k :\projccts\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13--06
Pag~ S4
Exhibit B 1 ATTACHMENT 12 - 79
1729
Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the Property that is subject to the Deed of Trust securing this Note, or any portion of the Property; or b. in the event of a default by the Borrower under this Agreement, the AHA, any Agency Regulatory Agreement recorded against any property subject to the Deed of Trust securing this Note, the Deed of Trust securing the Note, or the 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 Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

5. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency 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 Agency 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.

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.

Page 55 ends

Exhibit B 1 ATTACHMENT 12 - 80
1730

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-debt restructuring\Loan Agreement 10-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: ---------------
Title:

Exhibit B 1 ATTACHMENT 12 - 81
1731

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY - Deferred Note)
(Project No. 5: 3030 Thornton Avenue)
$232,800.00 October_, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Ag~ncy's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Two Hundred Thirty-Two Thousand, Eight Hundred Dollars ($232,800.00) (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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of May 30, 2003, and as amended March 21, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

3. Repayment of Note Amount. Borrower shall make an annual payment equal to one hundred percent (100%) of the "Residual Receipts", as hereafter defined, unless payments are accelerated in accordance with the Note. The first residual receipt payment and compliance date shall be April I, 2007, as set forth below, and continuing every year thereafter until payment has occurred in full.

Page 57 ends

Exhibit B 1 ATTACHMENT 12 - 82
1732
"Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles of Incorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs"(if any).

The Residual Receipts shall be reported to the Agency annually in the form of a residual receipts report approved by the Agency. The Borrower shall annually, on or before April 1 of each year commencing on April 1, 2007, submit to the Agency a Residual Receipts Report which shall provide the basis for the determination of the Residual Receipts. k:\projects),bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
Exhibit B 1 ATTACHMENT 12 - 83
1733
Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the Property that is subject to the Deed of Trust securing this Note, or any portion of the Property; or b. in the event of a default by the Borrower under this Agreement, the AHA, any Agency Regulatory Agreement recorded against any property subject to the Deed of Trust securing this Note, the Deed of Trust securing the Note, or the 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 Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

5. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency 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 Agency 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.

8. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by Borrower and by the Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

Name: ______________ _
Title:

Page 60 ends

Exhibit B 1 ATTACHMENT 12 - 85
1735
Project No. 6
1801-1815 & 1819 Grismer and 1729-1735 Elliott Drive
On September 23, 2003, BHC and Agency entered into a disposition and development agreement ("DOA") and lease agreement whereby BHC agreed to rehabilitate and then leased the property at 1801-1815 Grismer Avenue, 1819 Grismer and 1729-1735 Elliott Drive. As part of the ODA, the Agency provided BHC a loan of$3,441,000 for the rehabilitation and construction of an activity center to be used for after school care by the focus neighborhood of the Grismer and Elliott projects.

The loan payments begin when the construction is completed, and continue for 55 years thereafter.

BHC is obligated to obtain some third party financing from a private lender once the project is complete, and those funds shall be paid to the Agency. Any remaining amounts shall be repaid out of residual receipts, subject to debt service for that private loan. Once the Agency note is repaid, the rent (which was $1/yr.) requires payments on April 1 which shall be equal to 100% of the residual receipts of the project, as defined in the lease (sec. 5.2). The aforementioned project is hereafter referred to as "Project No. 6".

Agency Loan
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
Exhibit B 1 ATTACHMENT 12 - 86
1736

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
Project No. 6: 1801-1815 & 1819 Grismer and 1729-1735 Elliott Drive) $3,690,472.50 October __ , 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Three Million, Six Hundred and Ninety Thousand, Four Hundred and Seventy-Two Dollars and Fifty Cents ($3,690,472.50) (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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of April 14, 2004, and as amended March 21, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

Page 62 ends

Exhibit B 1 ATTACHMENT 12 - 87
1737
Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs"(if any).

The Residual Receipts shall be reported to the Agency annually in the form of a residual receipts report approved by the Agency. The Borrower shall annually, on or before April 1 k :\projects\bhc-debt restrucruring\Loan Agreement I 0-13-06 10-13--06

Page 63 ends

Exhibit B 1 ATTACHMENT 12 - 88
1738
of each year commencing on April 1, 2007, submit to the Agency a Residual Receipts Report which shall provide the basis for the determination of the Residual Receipts. ' Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the Property that is subject to the Deed of Trust securing this Note, or any portion of the Property; or b. in the event of a default by the Borrower under this Agreement, the AHA, any Agency Regulatory Agreement recorded against any property subject to the Deed of Trust securing this Note, the Deed of Trust securing the Note, or the 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 Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

The Deed of Trust affects twelve (12) properties as security for this note. A default of this Note could result in foreclosure of all twelve properties. The number of properties secured by this Note is intended to increase or decrease from time to time. An Amended and Restated Leasehold Deed of Trust with Absolute Assignment ofleases and Rents, Security Agreement and Fixture Filing, shall further be recorded on the Property.

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 Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

Name: _____________ _
Title:

Page65
Exhibit B 1 ATTACHMENT 12 - 90
1740
Project No. 7
2325 and 2335 North Fairview Street
On November 18, 2003, BHC entered into an affordable housing agreement with the City for assistance to purchase and rehabilitate seven units at 2325 and 2335 Fairview Street. The City provided a loan to BHC in the amount of$1,080,000 of HOME funds, which principle will be forgiven (subject to acceleration if uncured material default occurs) at the 55th anniversary of the date of the note (hereafter "Project No. 7").

City Loan
Agency Loan (for the paid off debt)
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06

Page 66 ends

Exhibit B 1 ATTACHMENT 12 - 91
1741

AMENDED AND RESTATED PROMISSORY NOTE
(CITY}
(Project No. 7: 2325 and 2335 North Fairview Street)
$1,080,000.00 October_, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit 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 of One Million, Eighty Thousand Dollars ($1,080,000.00) 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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the City and the Borrower, dated as of November 18, 2003, and as amended on March 21, 2006 (collectively the "Agreement"). The rights and obligations of the Borrower and the City under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. The amendment converted the residual receipt note into a forgivable note.

2. Interest. No interest shall accrue on the Note Amount.

Failure to declare such amounts due shall not constitute a waiver on the part of the City to declare them due subsequently.
k:\projects\bhc-debt restructuring\Loan Agreement 10-13-06 Page 67 10-13-06
Exhibit B 1 ATTACHMENT 12 - 92
1742

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

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.

9. City May Assign. City may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-debt restructuring\Loan Agreement I 0· 13-06 10-13-06

Page 68 ends

Exhibit B 1 ATTACHMENT 12 - 93
1743
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Title:

Page 69 ends

Exhibit B 1 ATTACHMENT 12 - 94
1744

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 7: 2325 and 2335 North Fairview Street)
$386,750.000 October 1, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Three Hundred Eighty-Six Thousand, Seven Hundred and Fifty Dollars ($386,750.00) (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.

Page 70 ends

Exhibit B 1 ATTACHMENT 12 - 95
1745
"Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs" (if any).

Page 71 ends

Exhibit B 1 ATTACHMENT 12 - 96
1746
a. the sale, lease, exchange or other conveyance of the Property that is subject to the Deed of Trust securing this Note, or any portion oftlie Property; or b. in the event of a default by the Borrower under this Agreement, the AHA, any Agency Regulatory Agreement recorded against any property subject to the Deed of Trust securing this Note, the Deed of Trust securing the Note, or the 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 Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

5. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency 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 Agency 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.

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 Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower. k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
Pagc:72
Exhibit B 1 ATTACHMENT 12 - 97
1747

10. Borrower Assignment Prohibited. Except in connection with transfers pennitted pursuant to Section 504 of the Agreement, in no event shall Borrower assign or transfer any portion of this Note without the prior express written consent of the Agency, which consent may be given or withheld in the Agency's sole discretion.

11. Terms. Any tenns not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-<lebt restructuring\Loan Agreement I 0-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: --------------- Title:

Page 73 ends

Exhibit B 1 ATTACHMENT 12 - 98
1748
Project No. 8
2321 North Fairview Street and 2321-2323 North Catalina Street On June 15, 2004, BHC and the Agency entered into an affordable housing agreement whereby Agency provided a loan of$3,143,000 to fund the acquisition, rehabilitation and management, of the property located at 2321 North Fairview Street and 2321-2323 North Catalina Street (specifically $2,427,000 funded the acquisition) project had relocation costs. The loan accrues 3% interest per annum, amortized over 55 years, and is to be repaid by BHC in an amount equal to 50% of the residual receipts from the property, commencing on April 1, 2006, until the loan is repaid, but in no event by April 1, 2061. An activity center serves the neighborhood. This project is hereafter referred to as "Project No. 8".

Agency Loan
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
Pllg,e 74
Exhibit B 1 ATTACHMENT 12 - 99
1749

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
Project No. 8: 2321 North Fairview Street and
2321-2323 North Catalina Street
$3,355,152.50 October _ , 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue,°Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Three Million, Three Hundred and Fifty-Five Thousand, One Hundred and Fifty-Two Dollars and Fifty Cents ($3,355,152.50) (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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of June 17, 2004, and as amended March 21, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

3. Repayment of Note Amount. Borrower shall make an annual payment equal to one hundred percent (100%) of the "Residual Receipts", as hereafter defined, unless payments are accelerated in accordance•with the Note. The first residual receipt payment and compliance date shall be April 1, 2007, as set forth below, and continuing every year thereafter until payment has occurred in full.

Page 7 ends

Exhibit B 1 ATTACHMENT 12 - 100
1750
Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs"(if any).

10.13.()6

Page 76 ends

Exhibit B 1 ATTACHMENT 12 - 101
1751
Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the Property that is subject to the Deed of Trust securing this Note, or any portion of the Property; or b. in the event of a default by the Borrower under this Agreement, the AHA, any Agency Regulatory Agreement recorded against any property subject to the Deed of Trust securing this Note, the Deed of Trust securing the Note, or the 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 Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

5. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency 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 Agency 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.

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.

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Exhibit B 1 ATTACHMENT 12 - 102
1752

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

Name: ______________ _
Title:

Page 78 ends

Exhibit B 1 ATTACHMENT 12 - 103
1753
Project No. 9
220 West Tujunga Avenue, 237, 241-243 and 257 West Verdugo Avenue On May 4, 2004, the Agency and BHC restructured and consolidated certain affordable housing agreements in the Lake-Verdugo Focus Neighborhood, as to 220 West Tujunga Avenue, 237, 241- 243, and 257 West Verdugo Avenue, which had been entered into separately in 2000-01. The restructured debt included Agency lending funds in the amount of$1,255,200 to allow BHC to pay off certain private financing. A new private loan was obtained, and that amount was repaid to the Agency, remaining obligations to the Agency and City are to be paid out ofresidual receipts (100%) during the next 55 years (but in no event later than April 1, 2060) after debt service is paid to the conventional lender. The Verdugo-Lake Focus Neighborhood projects are hereafter referred to as "Project No. 9".

Agency Loans
City Loans
k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06
Page7~
Exhibit B 1 ATTACHMENT 12 - 104
1754
$785,707.Sl

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 9: 220 West Tujunga Avenue, 237, 241-243 & 257 West Verdugo Avenue)
[J:is there a reason why we can't combine the 2 Agency notes in one? Amount also to include paid out private loan] October 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Seven Hundred Eighty-Five Thousand, Seven Hundred and Seven Dollars and Fifty-One Cents ($785,707.51) (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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of June 16, 2004, and as amended March 12, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

2. Interest. The Note Amount shalt accrue interest at the rate of three percent {3%) per annum, amortized over fifty-five (55) years. Any balance of the Note shall be due in full on the anniversary date in the 55th year

Page 80 ends

Exhibit B 1 ATTACHMENT 12 - 105
1755
"Approved Project Residual Receipts" shall be defined as the Income less the sum of the Operating Expenses and Reserve Deposits for each calendar year. "Income" shall mean all gross income and all revenues of any kind from the Property ( each Project is hereafter referred to as Property) in a calendar year, including without limitation, Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs"(if any).

3.2 Annual budget process required. No later than Jan. 1 of each calendar year, Borrower shall confer with Agency and present a budget for that calendar year. During this budget process, the parties shall meet and the Agency Assistant Executive Director shall determine at that time, the parameters of the exact reserve amounts, as well as the reasonableness of the other estimated expenses and income. The parties shall again meet no later than Dec. 31 of each calendar year to reconcile the budget. Borrower shall obtain annual audited financial statements with respect to the Property that have been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statements present the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. Further, the Agency may audit Borrower at any time, at Agency's expense, after providing advance reasonable notice. At that time, the Assistant Executive Director k:\proJects\bhc-<iebt restructuring\Loan Agreement 10-13-06 10-13-06

Page 81 ends

Exhibit B 1 ATTACHMENT 12 - 106
1756
shall provide Borrower with approval as to Approved General Administrative Costs and Approved Project Residual Receipts if any.

Failure to declare such amounts due shall not constitute a waiver on the part of the Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

5. Waivers
a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency 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 Agency 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 k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06

Page 82 ends

Exhibit B 1 ATTACHMENT 12 - 107
1757
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 Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

Name: ------~--------
Title:

Page 83 ends

Exhibit B 1 ATTACHMENT 12 - 108
1758

AMENDED AND RESTATED PROMISSORY NOTE
(AGENCY)
(Project No. 9: 220 West Tujunga Avenue, 237, 241-243 & 257 West Verdugo Avenue)
$526,476.76
[J:is there a reason why we can't combine the 2 Agency notes in one? Amount also to include paid out private loan} October 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit corporation ("Borrower"), promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF BURBANK, a public body, corporate and politic (the "Agency"), or order, at the Agency's office at 275 East Olive Avenue, Burbank, California 91510-6459, or such other place as the Agency may designate in writing, the principal sum of Five Hundred Twenty-Six Thousand, Four Hundred and Seventy-Six Dollars and Seventy-Six Cents ($526,476.76) (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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the Agency, the City of Burbank and the Borrower, dated as of June 16, 2004, and as amended March 12, 2006 (the "Agreement"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note.

Page 84 ends

Exhibit B 1 ATTACHMENT 12 - 109
1759
"Approved Project Residual Receipts" shall be defined as the Income less the sum of the Operating Expenses and Reserve Deposits for each calendar year. "Income" shall mean all gross income and all revenues of any kind from the Property (each Project is hereafter referred to as Property) in a calendar year, including without limitation, Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. "Operating Expenses" shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; ( c) asset management fee; ( d) specific expenses required in the operation of on-site activity centers; ( e) other costs consistent with Borrower's Articles oflncorporation and By-Laws, and Borrower's operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (t) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
"Reserve Deposits" shall mean (a) payments to a capital replacement reserve account on a per unit per year basis; and (b) payments to an operating reserve account on a per unit per year basis. The exact amounts of the per unit cost as to the capital replacement reserve and operating reserve accounts shall be determined by the Agency Assistant Executive Director each Jan. 1. Two accounts shall be maintained at all times, each account though can be combined with other Projects reserve account for capital replacement and other Projects operating reserve accounts as allowed by Agency's Executive Director. The reserves accounts may then be used on any of the Properties as necessary.
"Residual Receipts" shall mean the "Approved Project Residual Receipts" less the "Approved General Administrative Costs"(if any).

3.2 Annual budget process required. No later than Jan. 1 of each calendar year, Borrower shall confer with Agency and present a budget for that calendar year. During this budget process, the parties shall meet and the Agency Assistant Executive Director shall determine at that time, the parameters of the exact reserve amounts, as well as the reasonableness of the other estimated expenses and income. The parties shall again meet no later than Dec. 31 of each calendar year to reconcile the budget. Borrower shall obtain annual audited financial statements with respect to the Property that have been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statements present the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. Further, the Agency may audit Borrower at any time, at Agency's expense, after providing advance reasonable notice. At that time, the Assistant Executive Director k:\projects\bhc-debt restructuring\Loan Agreement I 0-13-06 10-13-06

Page 85 ends

Exhibit B 1 ATTACHMENT 12 - 110
1760
shall provide Borrower with approval as to Approved General Administrative Costs and Approved Project Residual Receipts if any.

Failure to declare such amounts due shall not constitute a waiver on the part of the Agency to declare them due subsequently.

Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth herein.

4. Security. This Note is secured by a Deed of Trust dated the same date as this Note.

Page 86 ends

Exhibit B 1 ATTACHMENT 12 - 111
1761
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 Agency.

9. Agency May Assign. Agency may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-debt restructuring\Loan Agreement 10-13-06 10-1 3-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: --------------- Title: ----------------

Page 87 ends

Exhibit B 1 ATTACHMENT 12 - 112
1762

AMENDED AND RESTATED PROMISSORY NOTE
(CITY)
(Project No. 9: 220 West Tujunga Avenue)
$567,686.05
[J: Can't all City Notes be combined?] October __ , 2006 Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit 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 of Five Hundred Sixty-Seven Thousand, Six Hundred Eighty-Six Dollars and Five Cents ($567,686.05) 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 Promissory Note (the "Note") is given in accordance with that certain Affordable Housing Agreement executed by the City and the Borrower, dated as of June 16, 2004, and as amended on March 21, 2006 (collectively the "Agreement"). The rights and obligations of the Borrower and the City under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. The amendment converted the residual receipt note into a forgivable note.

2. Interest. No interest shall accrue on the Note Amount.

Page 88 ends

Exhibit B 1 ATTACHMENT 12 - 113
1763
b. in the event of a default by the Borrower under the Agreement, the Deed of Trust securing this Note, the Regulatory Agreement, 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. This Note is secured by a Deed of Trust dated the same date as this Note.

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.

9. City May Assign. City may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

Page 89 ends

Exhibit B 1 ATTACHMENT 12 - 114
1764

11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement.
k:\projects\bhc-<lebt n:structuring\Loan Agreement I 0-13-06 10-13-06
BURBANK HOUSING CORPORATION, a
California nonprofit corporation
By:

Name: --------------- Title:

Page 90 ends

Exhibit B 1 ATTACHMENT 12 - 115
1765

AMENDED AND RESTATED PROMISSORY NOTE
(CITY)
(Project No. 9: 237 West Verdugo Avenue)
$327,441.31 October 1, 2006
Burbank, California
FOR VALUE RECEIVED, BURBANK HOUSING CORPORATION, a California nonprofit 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 of Three Hundred and Twenty.Seven Thousand, Four Hundred and Forty-One Dollars and Thirty-One Cents ($327,441.31) 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 Promissory Note (the ''Note") is given in accordance with that certain Affordable Housing Agreement executed by the City and the Borrower, dated as of June 16, 2004, and as amended on March 21, 2006 (collectively the "Agreement"). The rights and obligations of the Borrower and the City under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. The amendment converted the residual receipt note into a forgivable note.

2. Interest. No interest shall accrue on the Note Amount.

3. Repayment of Note Amount. 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 Agreement, 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. At the fifty.fifth (55th) anniversary of the date this Note is executed, 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 Agreement, the Note Amount will forgiven in its entirety. 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 Property, as that term is defined in the Agreement (other than transfers approved or permitted pursuant to the Agreement); or k:\projects\bhc-debt restrucb.lring\Loan Agreement I 0-13-06 10-13-06
Exhibit B 1 ATTACHMENT 12 - 116
1766
b. in the event of a default by the Borrower under the Agreement, the Deed of Trust securing this Note, the Regulatory Agreement, 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. This Note is secured by a Deed of Trust dated the same date as this Note.

The Deed of Trust affects twelve ( 12) other properties as security for this note. A default of this Note could result in foreclosure of all thirteen properties. The number of properties secured by this Note is intended to increase or decrease from time to time ..

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.

9. City May Assign. City may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower.

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Burbank City CouncilMay 19, 2026

Burbank City Council
May 19, 2026