HomeMy WebLinkAboutResolution 1982 - 0122RESOLUTION NO.82-122-2
APPROVING EXECUTION OF A SUBORDINATION AGREEMENT
WITH C-W ASSOCIATES -ANNEXATION NO.35
A RESOLUTION OF THE BOARD OF DIRECTORS OF COUNTY
SANITATION DISTRICT NO.2 APPROVING THE EXECUTION
OF A SUBORDINATION AGREEMENT WITH C-W ASSOCIATES,
RELATING TO A DEED OF TRUST EXECUTED BY C-W
ASSOCIATES PERTAINING TO ANNEXATION NO.35
(BRYANT RANCH)
WHEREAS,District made and entered into an Annexation
Agreement dated March 5,1979,with C—W Associates,owner!
developer of Bryant Ranch,providing for the deferral of an
nexation fees over a period of five (5)years;and,
WHEREAS,to insure payment of said deferred annexation
fees,the owner/developer executed a Promissory Note secured
by a Deed of Trust upon the annexed property;and,
WHEREAS,the original Promissory Note and Deed of Trust
was subordinate in priority to the purchase money Deed of
Trust in favor of C—W Associates;and,
WHEREAS,on August 22,1979,a Subordination Agreement
was made and entered into between C—W Associates and District,
wherein the District agreed to subordinate its security to
a Deed of Trust and Note in the sum of $15,000,000.00 in favor
of the Bank of Montreal;and,
WHEREAS,C—W Associates has now requested the District
to execute an additional Subordination Agreement,wherein the
District would subordinate its security for the payment of
its Promissory Note to a new and additional Deed of Trust and
Note in an amount up to and including,but not exceeding,
$35,000,000.00 in favor of the Bank of Montreal;and,
WHEREAS,District has determined that the terms of the
Subordination Agreement are sufficient to guarantee protection
of the District’s interests.
NOW,THEREFORE,the Board of Directors ~f County Sanitation
District No.2 of Orange County,Calfiornia,
DOES HEREBY RESOLVE,DETERMINE AND ORDER:
Section 1 That certain Subordination Agreement dated
August 11,1982,by and between C—W Associates and County
Sanitation District No.2,attached hereto as Exhibit “A”,
is hereby approved.
Section 2 That the Chairman and Secretary of District
No..2 are hereby authorized and directed to enter into and
sign the agreementwith C—W Associates,together with all other
documents necessary to effect said transaction.
PASSED AND ADOPTED at a regular meeting held this 11th
day of August,1982.
—2—
RECORDING REQUEST~BY AND
W~R.ECORD~MAIL TO:
MORRISON &FOERSTER
One Market Pla.za
-
Spear Street Tower
San Francisco,CA 94105
Att’n:C.3.Welborn,Esq.
(Space above this U.ne ~or recorder’s use)
SUBORD ENAT ION AGRE~T
NOTICE~mis SUBORDINATION AGRE~T RESULTS IN YOUR
SECURITY INTEREST IN T~PROPERTY BECOMING SUBJECT
TO AND OF LOWER PRIORITY ~AN TEE t~I~OF SO~
O~OR LATER SECURITY INSTRU~T.
TEIS AGREEI’~~T,made this 11th day of August
1982,by C-W ASSOCIATES,a Californ.ia general partnership,
owner of the land hereinafter described and hereinafter
referred to as “Owner”and COUNTY SANITATION DISTRICT NO.2
OF ORANGE COUNTY,CALIFORNIA,present owner and holder of the
~of t’~t ar.’~note first ~reinaftar ~escri~and
hereinafter referred to as “Beneficiary”;
WTTNE5S~E
WEEREAS,Owner did execute a deed of trust,dated.
March 5,1979,to First American Title Insurance Company,a
California corooration,as trustee,covering that certain
real property located in the City of Yorba Linda,County of
Orange,State of California,more particularly described in
said deed of trust,to secure a note in the sum of $2,255,968.00,
in favor of Beneficiary,which deed of trust was recorded on
Ma.rrh 15,1979 in Bock:13C70,Page 386,Official Records of
Orange County,California;and
WEEREAS,Owner has executed a Deed of Trust,
Assignment of Rents and Security Agreement dated August 22,
1979,and Owner has executed,or is about to execute,an
Agreement Supplementing Deed of Trust which will be recorded
coricurrent.ly herewith (such Deed of Trust and Agreement are
herein collectively referred to as the deed of trust in favor
of Lender)which deed of trust in.favor of Lender encumbers,
among other things,certain of the real property encumbered
by the deed of trust in favor of Beneficiary and more particularly
described in said deed of trust in favor of Lender,and which
secures two promissory notes made by CA~EAU CORPORATION
CALIFORNIA,a California corooration (the sole shareholder of
CYL Eoldings,Inc.,a general partner of Owner)in the sums
of $15,000,000.00 and $35,000,000.00,~esoectively,each
dated ______________,1982,and each in favor of 3AN~OF
MONTREAL,SAN FRANCISCO AG~iCY,hereinafter referred to as
“Lender”,payable with interest and upon the ter~ns and
conditions described therein;and
WEER.EAS,it is a condition precedent to obtaining
the loan evidenced by the above—referenced two promissory
notes that said deed of trust in favor of Lender shall
unconditionally be and remain at all times a lien or charge
1
EXHIBIT “A-i”
upon the land hereinbefore described,prior and superior to
the lien or charge of the deed of trust in favor of Beneficiary
~o the extent of principal sums owing to Lender under said
promissory notes and secured by said deed of trust in favor
of Lender up to and including but not exceeding $35,000,000.00;
a.nd
W~EAS,Lender is willing to make said loan
provided the deed of trust securing the same is a lien or
charge upon the above described property prior and superior
to the lien or charge of the deed of trust in favor of
Beneficiary to the extent of principal sums owing to Lender
under said promissory notes and secured by said deed of trust
in favor of Lender up to and including but not exceeding
$35,000,000.00,and provided that Beneficiary will specifically
and unconditionally subordinate the lien or charge of said
deed of trust to the lien or charge of the deed of trust in
favor of Lender to the extent of principal sums owing to
Lender under said promissory notes and secured by said deed
of trust in favor of Lender up to and including but not
exceeding $35,000,000.00;and
WEEP~EAS,it is to the mutual benefit of the parties
hereto that Lender make such loan to Owner;and Beneficiary
is willing that the deed of trust securing the same shall,
when recorded,~c,r.stitute a lien or charge upon zaid p~opertj
which is unconditionally prior and superior to the lien or
charge of the deed of trust in favor of Beneficiary to the
extent of principal sums owing to Lender under said promissory
notes and secured by said deed of trust in favor of Lender up
to and including but not exceeding $35,000,000.00.
NOW,T~REFORE,in consideration of the mutual
benefits accruing to the parties hereto and other valuable
consideration,the receipt and sufficiency of which consider
ation is hereby acJ~owledged,and in order to induce Lender
to make the loan above referred to,it is heresy declared,
understood and agreed as fol3.ow~
(1)That said deed of trust securing said notes in
favor of Lender,and any renewals or extensions
thereof,shall unconditionally be and remain
at all times a lien or charge on the property
therein described,prior and superior to the
lien or charge of the deed of trust in favor
of Beneficiary to the extent of principal sums
owing to Lender under said promissory notes
and secured by said deed of trust in favor of
Lender up to and including but not exceeding
$35,000,000.00.
(2)That Lender would not make its loan above
described without this.subordination agreement.
(3)That this Agreement shall be the whole and
only agreement with regard to the subordination
of the lien or charge of the deed of trust in
favor of Beneficiary to the lien or charge of
the deed of trust in favor of Lender and shall
supersede and cancel,but only insofar as
would affect the priority between the deed of
trust in favor of Beneficiary,any prior
agreement as to such subordination including,
2
EXHIBIT “A-2”
but not limited to,those provisions,if any,
contained in the deed of trust in favor of
Beneficiary,which provide for the subordination
of the lien or charge thereof to another deed
or deeds of trust or to another mortgage or
mortgages.
Beneficiary declares,agrees and acknowledges that
(a)t.ender in making disbursements pursuant to any
agreement between Owner and t~ender is under no
obligation or duty to,nor has r..ender represented
that it will,see to the application of such
proceeds by the person or persons to whom
t~ender disburses such proceeds and any application
or use of such proceeds for purposes other
than those provided for in such agreement or
agreements shall not defeat the subordination
herein made in whole or in part;
(b)Beneficiary intentionally and unconditionally
waives,relinquishes and subordinates the lien
or charge of the deed of trust in favor of
Beneficiary in favor of the lien or charge
upon the property encumbered thereby of the
deed of trust in favor of Lender tr~the extent
of principal sums owing to t~ender under said
promissory notes and secured by said deed of
trust in favor of Lender up to and including
but not exceeding $35,000,000.00,and understands
that in reliance upon,and in consideration
of,this waiver,relinquisbment and subordination,
•specific loans and advances are being and will
be made and,as part and parcel thereof,
•specific monetary.and other obligations are
being and will be entered into which would not
be made or entered into but for said reliance
upon this waiver,relinquisbment and subordin
atton;and
(c)An endorsement has been placed upon the note
secured by the deed of trust in favor of
Beneficiary that said deed of trust has been
subordinated to the lien or charge of the deed
of trust in favor of Lender above referred to.
3
EXHIBIT “A-3”
NOTICE:THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION
WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL
PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF
WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN
IMPROVEMENT OF ~HE LAND.
Beneficiary:
COUNTY SANITATION DISTRICT
NO.2 OF ORANGE COUNTY,
CALIFORN IA
By:
I ts_
By:
Its
Chairman
Secretary
Owner:
C-W ASSOCIATES,a California
general partnership
By:CYL HOLDINGS,Inc.,
general partner
By:
Its
By:
Its
EXHIBIT “A-4”
STATE OF CALIFORNIA)
SS.
COUNTY OF ORANGE )
I,J.WAYNE SYLVESTER,Secretary of the Board of Directors of County
Sanitation District No.2 of Orange County,California,do hereby certify that
the foregoing Resolution No.82—122—2 was passed and adopted at a regular
meeting of said Board on the 11th day of August,1982,by the following vote,
to wit:
AYES:Henry W.Wedaa (Chairman),Barbara Brown,Donald Fox,Donald A.
Holt,Jr.,Carol Kawanami,Robert Luxembourger,Bob Perry,Don
Roth,Don E.Smith,Dorothy Wedel,Harriett M.Wieder,Duane
Winters
NOES:None
ABSENT:None
IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official
seal of County Sanitation District No.2 of Orange County,California,this
11th day of August,1982.
1Wàyne,I”~és~ter,Secretary
Bo~rd 9~IDireØors of County
1~4~itaton D±strict No.2
(y4~Ory~e County,California