Memorandum of First Amendment to Deed of Trust and Other Loan Documents 2001-0800165
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2001-0800165
024535
RECORDING REQUESTED BY NOV 01, 2001 4:59 PM
AND wHEN RECORDED MAIL TO: OFFICIAL RECORDS
Fremont Investment & Loan SAN DIE6lJ COUNTY RECORDER'S OFFICE
175N. . Riverview Drive GREGORY J. SMITH, COUNTY RECORDER
Anaheim, California 92808 FEES: 43.00
Attn: Norma Rincand 1111 ~~ 1111\ ~ ~ II U~ 1111 Iml~ r
Loan No. 950113926
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1 2001.0800166
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i MEMORANDUM OF FIRST AMENDMENT TO DEED OF TRUST AND OTHER LOAN DOCUMENTS
I \~
THIS MEMORANDUM OF 'FIRST, AMENDMENT TO DEED OF TRUST AND OTHER LOAN
DOCUMENTS (this "Meinorandum")(s made as of September ..,L,2001, by and between POWAY
L1BRARYPLAZA, LLC, a California limited liability company CBorrower"), TIMOTHY MEISSNER. an
individual, NEAL HOOBERMAN,an,indilildual, and NICK PSYLLOS,an individual (jointly and severally,
"Guarantor") and FREMONTlNVESTMENT & LOAN, a California industrial loan association ("Lender"),
with respect to the following ReCitals:
RECITALS
A. Pursuant to the terms of that certain Loan and Security Agreement dated July 5, 2000, by
and between Borrower and Lender (the "Loan Agreement"), Lender made a bridge loan to Borrower in
the maximum principal amountofTwo Million Seven Hundred Thousand Dollars ($2,700,000) (the
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"Bridge Loan"). In addition, pursuant.to the terms ofthe Loan Agreement, Lender is willing to make to
Borrower a term loan in the maximum principal amount of Two Million Seven Hundred Thousand Dollars
($2,700,000) (the "Term Loan"'andtogetherwith the Bridge Loan, the "Loan"), the proceeds of which
shall be used in part to repay the Bridge Loan. The Bridge Loan is evidenced by that certain Secured
Promissory Note (Bridge'Loan) dated July 5, 2000, in the principal amount of the Bridge Loan executed
by Borrower in favor of Lender(lhe "Bridge Note'). The Tenn Loan is to be evidenced by that certain
Secured Promissory Note (Term Loan) in the principal amount of the Term Loan, to be executed by
Borrower (the "Term Note"). All initially-capitalized terms not otherWise defined herein shall have the
meanings given such terms in the Loan Agreement.
B. The repaymenlof the' Loan and Borrower's performance olits obligations under the
Bridge Note are secured, among other/hings, by that certain (i) DeeaofTrust and Fixture'Fiiing dated July
5, 2000, executed by Borrowe'r, aSlrustor, to Fremont General Credit Corporation, as trustee, for. the
benefit of Lender, as beneficiary (the 'Deed of Trust'), recorded on July 6, 2000 as Instrument No. 2000-
0357519 in the Official Records'olSan [)iego County, California (the 'Official Records'), and
encumbering that certain.real property. described in Exhibit A-1 attached hereto and incorporated herein by
this reference (the "Premises"); and (ii) Assignment of Rents Ejnd Leases dated July 5, 2000, executed by
Borrower (the 'Assignment of Rents'), recorded on July 6, 2000 as Instrument No.2000-0357520 in the
Official Records.
C. In connection with the Loan, Guarantor executed that certain Limited Recourse
Obligations Guaranty dated July 5, 2000, (the "LROGGuarantY") wherein Guarantor has guaranteed the
paxmentand peiformance olcertain obligations of Borrower under the Loan Documents. In connection
with'the~oan, Guarantor has also executed that certain Completion and Performance Guaranty dated July
5, 2000 (the 'Completion GuarantY") wherein Guarantor has guaranteed the payment and perfonnance
of certain obligations under the Loan Documents. in connection wnh the Loan, Guarantor has also
executed that certain Environmentai Indemnity dated July 5; 2000 (the 'Environmental IndemnitY")
28468372.4 914011602P 01839862
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IN WITNESS WHEREOF"the parties hereto have caused this Memorandum to be duly executed
and delivered as of the date first above written.
"Borrower"
POWA Y LIBRARY PLAZA, LLC,
. a California Ii Ited liability company
~ ,
By:
"Guarantor"
,
,wl
NIC
"Lender"
FREMONT INVESTMENT & LOAN,
a California industrial loan association
By' A -r;/ PI?
Its: "I-~<';J"h.-+ I/.'L.~ f}~... ~ J-..-r-
,
28468372.3 00401 1602P 01839862
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[Borrower's Acknowledgment)
STATE OF CALIFORNIA )
I COUNTY OFS]"I\/ /)/ c<? 0 ) 55.
i
, )
,
On 7Iff€OOk before me,U,w4 /( 6n'~Notary Public, personally
appeared'7lmam ~ OSAl per.sGRally knQ",m In "". (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed,to.the within instrument and
acknowiedged to me that he/J;Ae"1lxecuted the same in hisJberauthorized capacity, and that by hisJj)ef-'
signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
_E"",h'"'MM~ . ~L
) - - - - ~:ini;~ - i Nota%J
i a NoIa1y PubI!c. CaIlfanla
San DIego Couiity -
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284S8372.3 904()1 1602P 01639862
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[Guarantor's Acknowledgment]
STATE OF CALIFORNIA )
COUNTY OF ~N ;)1P3:iiO ) SS.
)
M On ~~oo/ ,before me, bAJ04!(. firt;:tPwa Notary Public, personally
appeared 'e4L .Hi -1I1A-AJ ,personally knnwn tn ma(or proved to me on the basis of
satisfactory evidence) to be the.person.whose name is subscribed tothe within instrument and
acknowledged to me that he/s!le'executed the same in his/i)6lrauthorized capacity, and that by his/ber"
signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
_ _ ,~~=s_mYh'oo,"dmr.ztt~~
16 -'''''''' I ~ 'om, "b~
- . Notary Publ1c . Ca11fanla
San Diego County.. -
My Comm. F>ipiresJun '5,~
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28458372.3 90401 1602P 01839862
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024540
C.ALlFORNIAAI,.LoPURPO$E ACKNOWLEDGMENT
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State of California } 55.
County of "an. l)/~()
i.
i' On '1/;-101 Uro
, before me,
Date N
personally appeared IV/cl AJ/lo5
Name{s)of Slgoer(&)
~ personally known to me
o proved to me on the basis of satisfactory
[. evidence ]
[. "
to be the person~ whose name(s) isial'e
subscribed to the within instrument and
acknowledged to me that he!6Ae!th~1' executed
the same in hislheFltAeif authorized
capacity-tieSl ' and that by his/J,e,/Un:;;l "
. CAROL~N L'srARKE signatureGsj" on the instrument the personW, or "
,
" (it eommiislonil12f'3450 ~ the entity upon behalf of which the personM
~' Nola,y public, Calltornla ~
[: SanDie\)(l coun1y i acted, executed the instrument.
i_ _ _ ~~:~~~1:~ WITNESS my hand and official seal.
i, t!at~l:f(~
[
I Place Notary Seal Above
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OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document :
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached o"ument
[ Title or Type of Document: Ji-jl" 1Ji,end/ltenf If, JI!I!4 ".{ n,,!.r 12M /)/-Irer
': Lean ICV-mttrlh I(-e/eo~oe.../ tJt/!.M<J/vuI<-<-r>t
Document Date: 5ePkrn'her ;01> I' Number of Pages: /P -r f,Lh.b,'f:-;,
. .,
'. Signer(s) Other Than Named Above:
Capacity(ies) Clai/l.p by s~ery' 6 UC.,a.n for
Signer's Name: ,d:. 'II. a5 .
!%-lndividual .
Top ollhumb here .,
o Corporate Officer - TilIe(s):
o Partner - 0 Limited 0 General
o Attorney in Fact
[] Trustee "
~ C Guardian or Conservator
i 0 Other'
.~ Signer Is Representing:
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~ 1m Nalional NQlary A$$ocialion' 9350 06 SolO Ava., P.O. eox 2'402' Chal$wonh. CA 913IS.2402. .........v.l\3.tiQnalootary.01i;l Prod. No.S907 Reo<<Ier.CaIIToI~Ff" 1.8l)(}S76.S827
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024541.
[Lender's Acknowledgment]
STATE OF CALIFORNIA )
D l2)ltM~,Jf. ) 55.
COUNTY OF )
appeared '" On Od'l>I."e.a.II. ;1.w1, before me, 10bl1I1A f:hI 2'iJCA>\LaNotary Public, personally
I2.AtJt- h+" (I . ,personally known to me (or pFG\'ed to me 6" tile Ilasis.oh
satisfactUIY ,,~idenGe) to be the person whose name is subscribed to the within instrument and
acknowledged.to me thathe/sI1e executed the same in his/Wauthorized capacity, and that by his/her
signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
'i~~
NORM'" PIT....RINCAND Notary Public
. eommlsslOn#'1234987
.~, .. Notcry Public . Colifomlo . ~
Z . 0'0n!Je Coun~ l
JMvComm.I'l<pieo5ep la2003
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EXHIBIT A
Legal Description of the Premises
That certain real property located in.the City of Poway, County of San Diego, State of California, having a
street address of 13132-13172 Poway Road, more particuiarly described as follows:
[See Attached]
28468372.4 91401 1602P 01839662
A-1
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EXHIBIT" A "
PARCEL 1:
All that portion of the Southwest Quarter of the Northwest Quarter of Section 13, Township
14 South, Range 2 West, San Bernardfuo Base and Meridian, in the County of San Diego,
State of California, according to Official Plat thereof, described as follows:
Beginning at the Southeast corner of said Southwest Quarter of the Northwest Quarter; thence
along the East line of said Quarter
1 North 1040'30" East, 50.00.feet to a point on the Northerly boundary of the public
road known as Poway Road-R.S. 944 & R.S. 1713; thence continuing along said East
line
2. North 1040'30" East, 340 02 feet to a point on the Southerly boundary of Heritage
Hills Unit No 4, Map No 6486; thence along said Southerly boundary of Heritage
Hills Unit No.4, Map No. 6486
3 North 89008'30" West, 2392 feet to the True Point of Beginning; thence continuing
along said Southerly boundary and the Southerly boundary of Heritage Hills Unit No
I, Map No. 5934
4 North 89008'30" West, 458.49 feet to a point on the Easterly boundary of the public
road known as Tarascan Drive; thence along said Easterly boundary
5 South 1033'47" West,.319.76 feet to the beginning of a tangent 20 foot radius curve,
concave Northeasterly; thence Southerly, Southeasterly, and Easterly along'the arc of
said curve through a central angle of 90042' 17" a distance of 31.66 feet to a point on
the Northerly boundary of Poway Road, thence along said boundary
6. South 89008'30" East, 220.50 feet to a point distant thereon North 89008'30" West,
241 feet from said Point "A", thence Northeasterly ina straight line to the True Point
of Beginning.
EXCEPTING THEREFROM the Westerly 120 feet-measured along the Northerly line.
The Easterly line of said Westerly 120 feet being drawn parallel with the most Westerly line
of the above described land and the Southerly prolongation thereof.
PARCEL 2.
All that portion of the Southwest Quarter of the Northwest Quarter of Section 13, Township
14 South, Range 2 West, San Bernardino Meridian,' in the City of Poway, in the County of
San Diego, State of California, according to Official Plat thereof, described as follows:
CL T A Preliminary Report Form (Rev 1/1/95)
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i Beginning at the Southeast corner of said Southwest Quarter of the Northwest Quarter, thence
I
along the East line of said Quarter North 1040' 30" East50.00 feet to a point on the
I Northerly boundary ofthe.pubJic road known as Poway Road RS. 944 & R.S. 1713-1,
thence continuing along said East line North 1040' 30" East 60.49 feet to the True Point of
Beginning; thence leaving said boundary North 880 50' 38" West 165.04 feet; thence South
01004' 39" West 61.34 feetto a point on the Northerly right of way of said Poway Road;
thence along said right of way North 890 08' 30" West 7659 feet; thence leaving said right
of way North 330 59' 15" East40o.01 feet to a point on the Southerly boundary of Heritage
Hills Unit No.4, according to Map thereof No. 6486, filed in the Office of the County
Recorder of San Diego County, September 23, 1969; thence along said boundary South 890
09' 49" East 23.92 feet to a point on the Easterly boundary of said Southwest Quarter of the
Northwest Quarter; thence along said boundary South 01041' 14" West 279.53 feet to the
True Point of Beginning.
PARCEL 3
A walkway access easement over a portion of the Southwest Quarter of the Northwest
Quarter of Section 13, Township 14 South, Range 2 West, San Bernardino Meridian, in the
City of Poway, County of San Diego, State of California, according to Official Plat thereof,
more particularly described as follows:
Beginning at a point on the Easterly boundary of said Southwest Quarter of the Northwest
Quarter, being an intersection with the Northerly right"of-way of Poway Road, according to
Road Survey 944, thence along said Northerly right-of-way.
1 North 89008'30" West 5786 feet to the True Point of Beginning; thence along said
right-of-way
2. North 89008'30" West 42.14 feet; thence leaving said right-of.way
3 North 01040'30" East 61 01 feet; thence
4 South 88050'40" East 42.32 feet; thence
5 South 01050'35" West 60 79 feet to the True Point of Beginning
PARCEL 4
A parking easement over a portion of the Southwest Quarter of the Northwest Quarter of
Section 13, Township 14 South, Range 2 West, San Bernardino Meridian, in the City of
Poway, County of San Diego, State of California, according to Official Plat thereof, more
particularly described as follows:
Beginning at a point on the Easterly boundary of said Southwest Quarter of the Northwest
Quarter, being an intersection with the Northerly right-of-way of poway Road, according to
Road Survey 944, thence along said Northerly right.of-way
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1. North 89008'30" West 100.00 feet to the True Point of Beginning; thence along said
right-of-way
2. North 89008'30" West 6441 feet; thence leaving said right-of-way
3. North 01004'39" East 61.34 feet;.thence
4. South 88050'40" East 65.05 feet; thence
5 South OJ040'30" West 61.01 feet to the True Point of Beginning
PARCEL 5
A drainage easement over a portion of the Southwest Quarter of the Northwest Quarter of
Section 13, Township 14 South, Range 2 West, San Bernardino Meridian, in' the City of
Poway, County of San Diego, State of California, according to Official Plat thereof, more
particularly described as follows:
Beginning at a point on the Easterly boundary of said Southwest Quarter of the Northwest
Quarter, being an intersection with the Northerly right-of-way of Poway Road, according to
Road Survey 944, thence along said Northerly right-of-way
I North 89008'30" West 134.65 feet to the True Point of Beginning; thence along said
right-of-way
2. North 89008'30" West 29.76 feet; thence leaving said right-of-way
3 North 01040'39" East 61.34 feet; thence
4 South 88050'40" East29.84 feet; thence
5 South 01009'20" West 61 19 feet to the True Point of Beginning
PARCEL 6.
A fire service easement over a portion of the Southwest Quarter of the Northwest Quarter of
Section 13, Township 14 South, Range 2 West, San Bernardino Meridian, in the City of
Poway, County of San Diego, State of California, . according to Official Plat thereof, more
particularly described as follows:
Beginning at a point on the Easterly boundary of said Southwest Quarter of the Northwest
Quarter, being an intersection with the Northerly right-of-way of Poway Road, according to
Road Survey 944, thence along said Northerly right-of-way
1 North 89008'30" West 148.36 feet to the True Point of Beginning; thence along said
CLTA Preliminary Report Form (Rev 1/1/95)
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right,of-way
2. North 89008'30" West 16.05 feet; thence leaving said right-of-way
3. North 01004'39" East 27.89 feet; thence
4 South 43010' 12" East 15.24 feet; thence
5 North 88057'15" West 13.67 feet; thence
6. North 01002'45" West 43.87 feet; thence
7 South 88050'40" East 10.01 feet; thence
8. South 01002'45" East 5348 feet; thence
9. South 88057' 15" West 18.89 feet; thence
10 South 01002'45" East 709 feet to the True Point of Beginning.
PARCEL 7
A water service easement being a portion of the Southwest Quarter of the Northwest Quarter
of Section 13, Township 14 South, Range 2 West, San Bernardino Meridian, in the City of
Poway, County of San Diego, State of California, according to Official Plat thereof, more
particularly described as follows:
Beginning at a point one the Easterly boundary of said Southwest Quarter of the Northwest
Quarter, being an intersection with the Northerly right-of-way of poway Road, according to
Road Survey 944, thence along said Northerly right-of-way
1 North 89008'30" West 93.36 feet to the True Point of Beginning; thence along said
right-of-way
2. North 89008'30" West 10.00 feet; thence leaving said right-of-way
3 North 01034'20" East 61 03 feet; thence
4. South 88050'40" East 10 00 feet; thence
5 South 01034'20" West 60.97 feet to the True Point of Beginning
APN 317-101-09, 10
CLTA Preliminary Report Form (Rev 11l/95)
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, PARCEL 8'
Easements for vehiculadhgress and egress and vehicularparking as provided in that certain
"Agreement granting Easements for Joint Use of Parking and Driveways" dated June 14,
2001 by and between the City of Poway and Poway Library Plaza LLC.
APN. 317-101-31,32,9 and 10
This document is,cert~ied to be a true and lI~ic:!o26V/
copy of.the or!ginal document recorded
as instrum~J. -0 tOO! h~ the office of the
Recorder of San Diego County
COMMONWEALTH LAND TITLE CO.
OF SAN DIEGO ;
By /1~
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CLTA Preliminary Report Form (Rev 111/95)
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