Common use of California Corporation Clause in Contracts

California Corporation. BY: ---------------------------- 66 SUPERSEDES AND AMENDS LETTER DATED SEPTEMBER 1, 1989 May 23, 1991 WESTERRA PACIFIC ASSOCIATES 605 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ▇▇ntlemen: This refers to your Promissory Note dated September 1, 1989 in the principal amount of $17,500,000.00. The maturity of said loan is March 11, 1991. It is our understanding that, subject to there then being no default in said loan as evidenced by the loan documents, including but not limited to said Promissory Note and the Deed of Trust securing same, no substantial deterioration, in our sole judgement, of your financial condition, and we are in receipt of an amendment to the existing $1,000,000.00 Letter of Credit extending the maturity date of said Letter of Credit, we agree to extend said Note for three six month periods. The first extension shall be from March 11, 1991 to September 11, 1991. The second extension shall be from September 11, 1991 to March 11, 1992. The third extension shall be from March 11, 1992 to September 11, 1992. Each such extension shall be at a rate which is One and Three-Eights percent (1.375%) per annum in excess of the then Union Bank reference rate of interest, adjusted daily, on the principal balance of said note at the time of said extension. In extending the maturity date of said loan, there will not be an extension fee charged for each six month extension. Borrower agrees to the necessary expenses incurred for recording charges and for those appropriate title endorsements required by Bank. SEE REVERSE FOR SIGNATURES 67 WESTERRA PACIFIC ASSOCIATES, a California General Partnership By: /s/ EDWA▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ----------------------------------------- Edwa▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇neral Partner By: WESTERRA EXECUTIVES, LTD., a California limited partnership, General Partner By: /s/ EDWA▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ------------------------------------- Edwa▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., General Partner By: Romanow Family Partners, L.P., a California limited partnership General Partner By: /s/ EDWA▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ------------------------------------- Edwa▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., General Partner 68 ----------------------------- LOAN NUMBER 4160115-647-000647 UNION AMENDMENT AGREEMENT ----------------------------- BANK DATE September 4, 1991 ----------------------------- The undersigned Borrower(s) and Union Bank agree that that certain note for $17,500,000.00, dated September 1, 1989*, executed by WESTERRA PACIFIC ASSOCIATES, a California General Partnership upon which there remains unpaid a disbursed principal balance of $15,182,645.39 and upon which interest has been paid to July 1, 1991, and $-0- which is undisbursed, said note being secured by a Deed of Trust recorded on September 11, 1989 as Instrument No. 89-488385, Official Records, in the office of the County Recorder of San Diego County, California, be and the same is hereby amended as follows: The date of maturity is amended from September 11, 1991 to March 11, 1992. In consideration of the foregoing amendment, each of the undersigned Borrower(s) assumes and agrees (whether or not an original maker of the note) to pay the indebtedness evidenced by said note as hereby amended and to perform each and all of the conditions and covenants required to be performed by the Trustor pursuant to said Deed of Trust. In all other respects, the Promissory Note and Deed of Trust described above shall remain in full force and effect in accordance with their original terms and conditions. The foregoing amendment shall be subject to all of the conditions and covenants expressed in said Promissory Note or in said Deed of Trust including among others those providing for the acceleration of maturity and for the enforcement of the provisions of said Promissory Note and said Deed of Trust in the event of default in the performance of any obligation, which provisions relating to default and/or acceleration shall be applicable to obligations hereby amended as well as to obligations not so amended. In order to induce Union Bank to execute this agreement, the undersigned Borrower(s) represents and warrants that title to the real property described in said Deed of Trust is now vested in WESTERRA PACIFIC ASSOCIATES, a California General Partnership subject only to those matters existing at the time of recordation of said Deed of Trust, current taxes, and the following: None and that no one other than the undersigned Borrower(s) has any interest in said real property except as hereinabove set forth.

California Corporation. BYBy: ---------------------------- 66 SUPERSEDES AND AMENDS LETTER DATED SEPTEMBER ------------------------------ 61 [UNION BANK LETTERHEAD] September 1, 1989 May 23, 1991 WESTERRA PACIFIC ASSOCIATES 605 5405 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇.▇Suite 330 San Diego, CA. ▇▇▇▇▇ ▇▇ntlemen92121 Gentlemen: This refers to your Promissory Note dated September 1, 1989 in the principal amount of $17,500,000.00. The maturity term of said loan note is March 11, 1991eighteen months. It is our understanding that, subject to there then being no default in said loan as evidenced by the loan documents, including but not limited to said Promissory Note and the Deed of Trust securing same, no substantial deterioration, in our sole judgement, of your financial condition, and we are in receipt of an amendment to the existing $1,000,000.00 Letter of Credit extending the maturity date of said Letter of Credit, condition we agree to extend said Note for three six six-month periods. The first extension shall be six months from March 11, 1991 to September 11, 1991the original maturity. The second extension shall be six months from September 11, 1991 to March 11, 1992the maturity of the first extension. The third extension shall be six months from March 11, 1992 to September 11, 1992the maturity of the second extension. Each such extension shall be at a rate which is One and Threethree-Eights percent quarters (1.375.75%) per annum in excess of the then Union Bank reference rate of interest, adjusted daily, on the principal balance of said note at the time of said extension. In consideration for extending the maturity date of said loan, there will not be an extension fee of 1/4 of 1% of the commitment outstanding will be charged for each six month extension. Borrower agrees to the necessary expenses incurred for recording charges and for those appropriate title endorsements required by Bank. SEE REVERSE FOR SIGNATURES 67 62 If this is in accordance with your understanding of our agreement, please execute the enclosed copy of this letter and return it to us. sincerely, UNION BANK, a California Corporation By: /s/ JACK ▇. ▇▇▇▇▇▇▇ ------------------------------------------- Jack ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇e President By: /s/ J. CURT▇▇ ▇▇▇▇▇▇ ------------------------------------------- J. Curt▇▇ ▇▇▇▇▇▇, ▇▇ce President ACCEPTED AND APPROVED: WESTERRA PACIFIC ASSOCIATES, a California General Partnership By: /s/ EDWA▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ----------------------------------------- ------------------------------------------- Edwa▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇neral Partner By: WESTERRA EXECUTIVES/s/ E. S▇▇▇▇▇▇ ▇▇▇I▇▇▇▇ ------------------------------------------- E. S▇▇▇▇▇▇ ▇▇▇i▇▇▇▇, LTD.▇▇neral Partner By: Westerra Executives Ltd., a California limited partnershipLimited Partnership, General Partner By: /s/ EDWA▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ------------------------------------- --------------------------------------- Edwa▇▇ ▇. ▇▇▇▇▇▇▇, ▇ ▇▇., General Partner By: Romanow Family Partners, L.P., a California limited partnership General Partner By: /s/ EDWA▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ------------------------------------- Edwa▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., General neral Partner 68 ----------------------------- 63 UNION LOAN NUMBER BANK AMENDMENT AGREEMENT 4160115-647-000647 UNION AMENDMENT AGREEMENT ----------------------------- BANK DATE September 4May 23, 1991 ----------------------------- The undersigned Borrower(s) and Union Bank agree that that certain note for $17,500,000.00, dated September 1, 1989*, executed by WESTERRA PACIFIC ASSOCIATES, a California General Partnership upon which there remains unpaid a disbursed principal balance of $15,182,645.39 and upon which interest has been paid to July May 1, 1991, and $-0- 315,275.10 which is undisbursed, said note being secured by a Deed of Trust recorded on September 11, 1989 as Instrument No. 89-488385, . Official Records, in the office of the County Recorder Record of San Diego County, California, be and the same is hereby amended as follows: The date of maturity is amended from September March 11, 1991 to September 11, 1991. Effective March 11, 19921991, the interest rate is amended from three-quarters of a percent (.75%) to One and Three Eights percent (1.375%) per annum in excess of the Union Bank Reference Rate. Undisbursed funds in the amount of $315,275.10 will hereby be cancelled and not disbursed under this loan commitment. In consideration of the foregoing amendment, each of the undersigned Borrower(s) assumes and agrees (whether or not an original maker of the note) to pay the indebtedness evidenced by said note as hereby amended and to perform each and all of the conditions and covenants required to be performed by the Trustor pursuant to said Deed of Trust. In all other respects, the Promissory Note and Deed of Trust described above shall remain in full force and effect in accordance with their original terms and conditions. The foregoing amendment shall be subject to all of the conditions and covenants expressed in said Promissory Note or in said Deed of Trust including among others those providing for the acceleration of maturity and for the enforcement of the provisions of said Promissory Note and said Deed of Trust in the event of default in the performance of any obligation, which provisions relating to default and/or acceleration shall be applicable to obligations hereby amended as well as to obligations not so amended. In order to induce Union Bank to execute this agreement, the undersigned Borrower(s) represents and warrants that title to the real property described in said Deed of Trust is now vested in WESTERRA PACIFIC ASSOCIATES, a California General Partnership subject only to those matters existing at the time of recordation of said Deed of Trust, current taxes, and the following: None and that no one other than the undersigned Borrower(s) has any interest in said real property except as hereinabove set forth.