EXHIBIT 10.19
FIRST MODIFICATION AGREEMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
This First Modification Agreement to Third Amended and
Restated Credit Agreement (the "Agreement") is made as of September 8,
1997, by BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (the
"Company"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking association ("Bank of America"), as
administrative agent (in such capacity, the "Administrative Agent")
for itself and the other financial institutions (each, a "Bank" and
collectively, the "Banks") from time to time party to the Credit
Agreement (as hereinafter defined).
Factual Background
A. Under a Third Amended and Restated Credit Agreement
dated as of June 13, 1997 (the "Credit Agreement"), the Banks agreed
to make available to the Company a secured revolving line of credit
(the "Credit Line") in a maximum principal amount not to exceed
$150,000,000. Capitalized terms used in this Agreement without
definition have the meanings given to them in the Credit Agreement.
B. The Credit Line is evidenced by one or more Promissory
Notes, each made by the Company and payable to the order of a Bank, in
the aggregate stated principal amount of $150,000,000.00
(collectively, the "Revolving Notes"), and by a Promissory Note (Swing
Line) made by the Company and payable to the order of Bank of America
in the principal amount of $25,000,000.00, to evidence the Swing Line
(the "Swing Line Note"; and collectively, together with the Revolving
Notes, the "Notes"). The Notes are collectively secured by certain
Deeds of Trust and Mortgages (collectively, the "Deeds of Trust"),
each executed by the Company or a subsidiary of the Company, as
trustor or mortgagor, for the benefit of the Administrative Agent, as
administrative agent for the Banks.
C. In connection with the Credit Line, the Company
executed a Second Amended and Restated Unsecured Indemnity Agreement
dated as of June 13, 1997 (the "Unsecured Indemnity"). The Unsecured
Indemnity is not a Loan Document, as defined below.
D. As used here, the term "Loan Documents" means the
Credit Agreement, the Notes, the Deeds of Trust, and any other
documents executed in connection with the Credit Line, including those
which evidence, guaranty, secure or modify the Credit Line, as any or
all of them may have been amended to date. The Loan Documents,
however, do not include the Unsecured Indemnity. This Agreement is a
Loan Document.
E. As of the date of this Agreement, the principal amount
outstanding on the Credit Line is $89,444,409.81, including $0
outstanding on the Swing Line, and the face amount of undrawn letters
of credit issued for the account of the Company under the Credit Line
is $0.
F. The Company has requested that the Banks modify the
terms of the Credit Line to, among other things, increase the maximum
principal amount of the secured revolving line of credit available to
the Company from $150,000,000 to $175,000,000. The Banks have agreed
to modify the terms of the Credit Line to, among other things,
increase the maximum principal amount of the secured revolving line of
credit available to the Company, with the $25,000,000 increase in
maximum commitment being allocated (i) $10,000,000 to Union Bank of
California, N.A., (ii) $10,000,000 to The First National Bank of
Chicago and (iii) $5,000,000 to KeyBank, N.A.
G. The Company, the Banks and the Administrative Agent
now wish to modify the Credit Line as set forth below.
Agreement
Therefore, the Company, the Banks and the Administrative
Agent agree as follows:
1. Recitals. The recitals set forth above in the Factual
Background are true, accurate and correct.
2. Reaffirmation of Credit Line. The Company reaffirms
all of its obligations under the Loan Documents and the Unsecured
Indemnity, and the Company acknowledges that it has no claims, offsets
or defenses with respect to the payment of sums due under the Notes or
any other Loan Document or the Unsecured Indemnity.
3. Modification of Loan Documents. The Loan Documents
are hereby amended as follows:
(a) The definition of the term "Maximum Commitment
Amount" set forth in Section 1.1 of the Credit Agreement is
modified in its entirety to read as follows:
"'Maximum Commitment Amount' means, at any time, an
amount equal to $175,000,000.00, subject to the provisions
of Section 2.6."
(b) The definition of the term "Supermajority Banks"
set forth in Section 1.1 of the Credit Agreement is modified in
its entirety to read as follows:
"'Supermajority Banks' means at any time at least two
(2) Banks then holding at least 80% of the then aggregate
unpaid principal amount of the Loans (or, if no principal
amount is then outstanding, at least two (2) banks then
having at least 80% of the unborrowed Commitments);
provided, however, that if at any time there is only one
Bank, then such one Bank shall constitute Supermajority
Banks."
(c) Section 4.1.1 of the Credit Agreement is modified
in its entirety to read as follows:
"4.1.1 Fee Ownership. The Company or a wholly-
owned Subsidiary of the Company owns fee title to such
Parcel."
(d) The Commitment of Union Bank of California, N.A.
is increased from $20,000,000.00 to $30,000,000.00; the
Commitment of The First National Bank of Chicago is increased
from $15,000,000.00 to $25,000,000.00; and the Commitment of
KeyBank, National Association is increased from $15,000,000.00 to
$20,000,000.00. The Commitment of Bank of America remains
$75,000,000.00 (in addition to Bank of America's obligations as
the Swing Line Lender under the Credit Agreement); and the
Commitment of Sanwa Bank California remains $25,000,000.00.
(e) The Deeds of Trust are each modified to secure
payment and performance of the Credit Line as amended to date, in
addition to all other "Secured Obligations" as therein defined.
The foregoing notwithstanding, certain obligations continue to be
excluded from the Secured Obligations, as provided in the Deeds
of Trust.
4. Increases and Decreases in Pro Rata Shares. Upon the
Company's satisfaction of all of the conditions set forth in Section 5
of this Agreement, each Bank whose Pro Rata Share of the combined
Commitments of all of the Banks has increased, as evidenced by the
difference for each Bank between the Pro Rata Share determined on the
basis of such Bank's existing Commitment and the Pro Rata Share
determined on the basis of such Bank's revised Commitment, as
reflected in Section 3(d) of this Agreement, shall pay to the
Administrative Agent, for distribution to the Banks whose Pro Rata
Shares of the combined Commitments of all of the Banks has decreased
pursuant to this Agreement, an amount equal to the product of the
increase in such Bank's Pro Rata Share (expressed as a decimal)
multiplied by the aggregate outstanding principal amount of the Loans
on the date of determination.
5. Conditions Precedent. Before this Agreement becomes
effective and any party becomes obligated under it, all of the
following conditions shall have been satisfied at the Company's sole
cost and expense in a manner acceptable to the Administrative Agent in
the exercise of the Administrative Agent's sole judgment:
(a) All of the Banks shall have signed this
Agreement.
(b) The Administrative Agent shall have received
fully executed and, where appropriate, acknowledged originals of
this Agreement, a recordable modification agreement (the
"Modification Agreement") amending each Deed of Trust,
substantially in the form of Exhibit A attached hereto, and any
other documents (including additional promissory notes and
evidence of Borrower's authority to enter into this Agreement and
the Modification Agreement) that the Administrative Agent may
reasonably require or request in accordance with this Agreement
or in accordance with the other Loan Documents.
(c) Counterparts of the Modification Agreement shall
have been recorded in the official records of each county in
which a Deed of Trust has been recorded.
(d) The Administrative Agent shall be satisfied that
the validity and priority of the Deeds of Trust, as amended by
the Modification Agreement, has not been and will not be impaired
by this Agreement or the transactions contemplated by it, and
that each of the Deeds of Trust, as amended by the Modification
Agreement, secures the Credit Line. Such assurance includes
receipt of endorsements (or commitments to issue such
endorsements) to the policies of title insurance insuring each of
the Deeds of Trust.
(e) The Company shall have paid to the Administrative
Agent, for the account of each Bank whose Commitment increases
pursuant to this Agreement, a commitment fee equal to thirty-five
hundredths of one percent (0.35%) of the aggregate increase in
the Maximum Commitment Amount pursuant to this Agreement,
multiplied by a fraction (i) the numerator of which is the number
of days in the period from and including the day on which all of
the conditions precedent set forth in this Section 5 are
satisfied until the Maturity Date and (ii) the denominator of
which is one thousand eighty (1080).
(f) The Administrative Agent shall have received
reimbursement, in immediately available funds, of all costs and
expenses incurred by the Administrative Agent in connection with
this Agreement, including title insurance fees for the
endorsements referenced in Section 5(d) above, recording, filing
and escrow charges, mortgage taxes, and legal fees and expenses
of the Administrative Agent's counsel. Such costs and expenses
may include, without duplication, the allocated costs for
services of the Administrative Agent's in-house staffs, such as
legal, appraisal and environmental services.
(g) The Administrative Agent shall have received a
written opinion of counsel to the Company and its Subsidiaries
covering such matters relating to the Company, its Subsidiaries,
this Agreement and the Credit Line as the Administrative Agent
may reasonably require.
6. The Company's Representations and Warranties. The
Company represents and warrants to the Administrative Agent and the
Banks as follows:
(a) Loan Documents. All representations and
warranties made and given by The Company in the Loan Documents
and the Unsecured Indemnity are true, accurate and correct.
(b) No Default. No Event of Default has occurred and
is continuing, and no event has occurred and is continuing which,
with notice or the passage of time or both, would be an Event of
Default.
(c) Property. The Company or a wholly-owned
Subsidiary of the Company lawfully possesses and holds fee simple
title to all of the Property encumbered by the Deeds of Trust
that is real property, and each of the Deeds of Trust is a first
and prior lien on the property that it encumbers. The Company or
a wholly-owned Subsidiary of the Company owns all of the Property
encumbered by the Deeds of Trust that is personal property free
and clear of any reservations of title and conditional sales
contracts, and also of any security interests other than those
created by the Deeds of Trust, which create first and prior liens
on the personal property that it encumbers. There is no
financing statement affecting any Property encumbered by the
Deeds of Trust on file in any public office except for financing
statements in favor of the Administrative Agent.
(d) Borrowing Entity. The Company is a corporation
that is duly organized and validly existing under the laws of the
State of Maryland and is qualified to do business in California
and each other jurisdiction in which it owns real property.
There have been no changes in the organization, composition,
ownership structure or formation documents of the Company since
the inception of the Credit Line.
7. Incorporation. This Agreement shall form a part of
each Loan Document, and all references to a given Loan Document shall
mean that document as hereby modified.
8. No Prejudice; Reservation of Rights. This Agreement
shall not prejudice any rights or remedies of the Administrative Agent
or the Banks under the Loan Documents or the Unsecured Indemnity. The
Administrative Agent and the Banks reserve, without limitation, all
rights which they have against any indemnitor, guarantor, or endorser
of any of the Notes.
9. No Impairment. Except as specifically hereby amended,
the Loan Documents and the Unsecured Indemnity shall each remain
unaffected by this Agreement and all such documents shall remain in
full force and effect.
10. Purpose and Effect of Approvals. Approval of any
matter in connection with the Credit Line by the Administrative Agent
or the Banks shall be for the sole purpose of protecting the security
and rights of the Administrative Agent and the Banks. No such
approval shall result in a waiver of any default by the Company. In
no event shall any approval of the Administrative Agent or the Banks
be a representation of any kind with regard to the matter being
approved.
11. Disclosure to Title Company. Without notice to or the
consent of the Company, the Administrative Agent may disclose to any
title insurance company that insures any interest of the
Administrative Agent under any of the Deeds of Trust (whether as
primary insurer, coinsurer or reinsurer) any information, data or
material in the Administrative Agent's possession relating to the
Company, any Subsidiary of the Company, the Credit Line, any Property
encumbered by the Deeds of Trust or any improvements on any such
Property.
12. Integration. The Loan Documents, including this
Agreement, and the Unsecured Indemnity: (a) integrate all the terms
and conditions mentioned in or incidental to the Loan Documents and
the Unsecured Indemnity; (b) supersede all oral negotiations and prior
and other writings with respect to their subject matter; and (c) are
intended by the parties as the final expression of the agreement with
respect to the terms and conditions set forth in those documents and
as the complete and exclusive statement of the terms agreed to by the
parties. If there is any conflict between the terms, conditions and
provisions of this Agreement and those of any other agreement or
instrument, including any of the other Loan Documents or the Unsecured
Indemnity, the terms, conditions and provisions of this Agreement
shall prevail.
13. Miscellaneous. This Agreement may be executed in
counterparts, and all counterparts shall constitute but one and the
same document. If any court of competent jurisdiction determines any
provision of this Agreement or any of the other Loan Documents or the
Unsecured Indemnity to be invalid, illegal or unenforceable, that
portion shall be deemed severed from the rest, which shall remain in
full force and effect as though the invalid, illegal or unenforceable
portion had never been a part of the Loan Documents or the Unsecured
Indemnity. This Agreement shall be governed by the laws of the State
of California, without regard to the choice of law rules of that
State. As used here, the word "include(s)" means "includes(s),
without limitation," and the word "including" means "including, but
not limited to."
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first set forth above.
"Company"
BEDFORD PROPERTY INVESTORS, INC.,
a Maryland corporation
By /s/βββββ� β�. βββββββ�
βββββ� β�. βββββββ�
Senior Vice President and
Chief Financial Officer
By /s/ ββββ ββββββ
ββββ ββββββ
Vice President, Controller
"Administrative Agent"
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent
By __________________________
ββββββ ββββββ, Jr.
Vice President
"Banks"
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ββββββ ββββββ, Jr.
ββββββ ββββββ, Jr.
Vice President
SANWA BANK CALIFORNIA,
a California corporation
By /s/βββββββ� βββββ�
βββββββ� βββββ�
Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/βββββββ� β�. ββββββ
βββββββ� β�. ββββββ
Corporate Banking Officer
UNION BANK OF CALIFORNIA, N.A.
By /s/D. βββ� βββββββ�
D. βββ� βββββββ�
Vice President & Manager
KEYBANK NATIONAL ASSOCIATION
By /s/βββββ� β�. βββββββββ�
βββββ� β�. βββββββββ�
Assistant Vice President
CONSENT OF THIRD-PARTY TRUSTORS
Each of the undersigned consent to the foregoing First
Modification Agreement to Third Amended and Restated Credit Agreement.
Dated as of September 8, 1997
ICMPI (CONCORD DIABLO 3), INC.,
a Delaware corporation
By /s/βββββ� β�. βββββ�
βββββ� β�. βββββ�
Senior Vice President
By /s/ββββ ββββββ
ββββ ββββββ
Vice President, Controller
ICMPI (CONCORD DIABLO 8), INC.,
a Delaware corporation
By /s/βββββ� β�. βββββ�
βββββ� β�. βββββ�
Senior Vice President
By /s/ββββ ββββββ
ββββ ββββββ
Vice President, Controller
ICMPI (CONCORD βββββ� 18), INC.,
a Delaware corporation
By /s/βββββ� β�. βββββ�
βββββ� β�. βββββ�
Senior Vice President
By /s/ββββ ββββββ
ββββ ββββββ
Vice President, Controller
ICMPI (LENEXA), INC.,
a Delaware corporation
By /s/βββββ� β�. βββββ�
βββββ� β�. βββββ�
Senior Vice President
By /s/ββββ ββββββ
ββββ ββββββ
Vice President, Controller
EXHIBIT A
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
California Real Estate Industries
Division No. 8940
ββ ββββββββββ ββββββ, ββββ βββββ�
βββ� βββββββββ�, ββββββββββ βββββ�
Attn.: Ms. ββββ βββββββ�
_______________________________________________________________
SPACE ABOVE THIS LINE
FOR RECORDER'S USE
MODIFICATION AGREEMENT
(Short Form -- ________ County)
This Modification Agreement (the "Agreement") is made
and entered into as of September __, 1997, by BEDFORD PROPERTY
INVESTORS, INC., a Maryland corporation ("Borrower"), and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, in its capacity as
Administrative Agent for the Banks pursuant to the terms of the Credit
Agreement described below (in such capacity, the "Administrative
Agent").
Factual Background
A. Pursuant to that certain Third Amended and Restated Credit
Agreement (the "Credit Agreement") dated as of June 13, 1997, among
Borrower, the Banks from time to time party thereto (collectively, the
"Banks") and the Administrative Agent, the Banks agreed to make
available to Borrower a secured revolving line of credit in an
aggregate principal amount at any time outstanding not to exceed to
$150,000,000 (the "Credit Line").
B. Borrower's obligation to repay amounts outstanding from time
to time under the Credit Line is evidenced by certain Promissory
Notes, each made payable to a Bank, in the aggregate stated principal
amount of $150,000,000 (collectively, the "Existing Notes"), and by a
Promissory Note (Swing Line) made by Borrower and payable to the order
of Bank of America in the principal amount of $25,000,000.00, to
evidence the Swing Line (the "Swing Line Note").
C. The Credit Agreement, the Existing Notes, the Swing Line
Note and certain other Loan Documents are secured by, among other
things (a) those certain deeds of trust (collectively, as heretofore
modified, the "Deeds of Trust") more particularly described on
Exhibit "A" attached hereto, each executed by Borrower (unless
otherwise noted), as trustor or grantor, for the benefit of Bank of
America, as Administrative Agent for the Banks, as beneficiary, and
(b) those certain assignments of leases (collectively, as heretofore
modified, the "Lease Assignments") more particularly described on
Exhibit "A" attached hereto, each executed by Borrower (unless
otherwise noted), as assignor, in favor of Bank of America, as
Administrative Agent for the Banks, as assignee. The Deeds of Trust
and the Lease Assignments encumber certain real property more
particularly described therein (collectively, the "Property").
D. (i) The Banks, the Administrative Agent and Borrower have,
concurrently with the execution of this Modification Agreement, made
and entered into a First Modification Agreement to Third Amended and
Restated Credit Agreement (the "First Modification") dated as of the
date hereof, pursuant to which such parties amended the Credit
Agreement to, among other things, increase the maximum principal
amount of the Credit Line from $150,000,000 to $175,000,000, and
(ii) Borrower has, concurrently with the execution of this
Modification Agreement, executed and delivered to the Banks Revolving
Notes (collectively, the "Notes") dated as of the date hereof, each
executed by Borrower to the order of a Bank in the aggregate principal
amount of $175,000,000.00, pursuant to which the Existing Notes were
collectively amended and restated in their entirety.
E. Borrower and the Administrative Agent, with the consent of
the Banks, have agreed to modify the Deeds of Trust and the Lease
Assignments so as to secure the obligations of Borrower evidenced by
the Credit Agreement, as amended by the First Modification, the Notes
and the Swing Line Note.
Agreement
Therefore, Borrower and the Administrative Agent agree as
follows:
1. The Deeds of Trust executed by Borrower are hereby
modified to secure, in addition to the indebtedness and other
obligations heretofore secured by the Deeds of Trust, the payment and
performance of all indebtedness and other obligations of Borrower
under the Credit Agreement, as amended by the First Modification, the
Notes, the Swing Line Note and the other Loan Documents (other than
the Unsecured Indemnity Agreement), and all amendments, modifications,
supplements, replacements, extensions, renewals and substitutions of
or for any and/or all of the foregoing. The Lease Assignments
executed by Borrower are hereby modified so that each reference to the
term "credit agreement" or "Agreement" therein shall refer to the
Credit Agreement, as amended by the First Modification. Among other
things, the First Modification and the Notes have amended the Credit
Agreement and the Existing Notes, respectively, to increase the
maximum principal amount of the Credit Line from $150,000,000 to
$175,000,000.
2. The Credit Agreement, as amended by the First
Modification, the Notes and the Swing Line Note are incorporated into
this Agreement by this reference, the same as though set forth herein
in full.
3. Each capitalized term used herein and not otherwise
defined herein shall have the meaning given such term in the Credit
Agreement, as amended by the First Modification.
The foregoing notwithstanding, certain obligations continue
to be excluded from the Secured Obligations, as provided in the Deeds
of Trust.
"Borrower"
BEDFORD PROPERTY INVESTORS, INC.,
a Maryland corporation
By /s/βββββ� β�. βββββββ�
βββββ� β�. βββββββ�
Senior Vice President and
Chief Financial Officer
By /s/ββββ ββββββ
ββββ ββββββ
Vice President, Controller
"Administrative Agent"
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative Agent
By /s/ββββββ ββββββ, Jr.
ββββββ ββββββ, Jr.
Vice President
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(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.
___________________________
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(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.
____________________________
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(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.
____________________________
EXHIBIT "A"
Deeds of Trust and Lease Assignments
California Properties
1. Village Green: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on July 7, 1994, in
the Official Records of Contra Costa County, California, as Instrument
No. 94-176593. Assignment of Leases, recorded on July 7, 1994, in the
Official Records of Contra Costa County, California, as Instrument
No. 94-176594.
2. Concord Diablo 3: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing (Third Party) executed by ICMPI
(Concord Diablo 3), Inc., a Delaware corporation ("Concord 3"), as
trustor, recorded on December 14, 1995, in the Official Records of
Contra Costa County, California, as Instrument No. 95-215846, and
rerecorded on February 13, 1996, as Instrument No. 96-25838.
Assignment of Leases executed by Concord 3, as assignor, recorded on
December 14, 1995, in the Official Records of Contra Costa County,
California, as Instrument No. 95-215847, and rerecorded on
February 13, 1996, as Instrument No. 96-25839.
3. Concord Diablo 8: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing (Third Party) executed by ICMPI
(Concord Diablo 8), Inc., a Delaware corporation ("Concord 8"), as
trustor, recorded on December 14, 1995, in the Official Records of
Contra Costa County, California, as Instrument No. 95-215848, and
rerecorded on February 13, 1996, as Instrument No. 96-25840.
Assignment of Leases executed by Concord 8, as assignor, recorded on
December 14, 1995, in the Official Records of Contra Costa County,
California, as Instrument No. 95-215849, and rerecorded on
February 13, 1996, as Instrument No. 96-25841.
4. Concord βββββ� 18: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing (Third Party) executed by ICMPI
(Concord βββββ� 18), Inc., a Delaware corporation ("βββββ� 18"), as
trustor, and recorded on December 14, 1995, in the Official Records of
Contra Costa County, California, as Instrument No. 95-215850.
Assignment of Leases executed by βββββ� 18, as assignor, and recorded
on December 14, 1995, in the Official Records of Contra Costa County,
California, as Instrument No. 95-215851.
5. βββ� ββββ ββββββββ: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on December 14, 1995,
in the Official Records of Santa βββββ� County, California, as
Instrument No. 13130331. Assignment of Leases, recorded on
December 14, 1995, in the Official Records of Santa βββββ� County,
California, as Instrument No. 13130332.
6. Auburn Court: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on December 14, 1995,
in the Official Records of Alameda County, California, as Instrument
No. 95289663. Assignment of Leases, recorded on December 14, 1995, in
the Official Records of Alameda County, California, as Instrument
No. 95289664.
7. 301 E. Grand: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on December 14, 1995,
in the Official Records of San Mateo County, California, as Instrument
No. 95-135457. Assignment of Leases, recorded on December 14, 1995,
in the Official Records of San Mateo County, California, as Instrument
No. 95-135458.
8. 342 Allerton: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on December 14, 1995,
in the Official Records of San Mateo County, California, as Instrument
No. 95-135460. Assignment of Leases, recorded on December 14, 1995,
in the Official Records of San Mateo County, California, as Instrument
No. 95-135461.
9. 410 Allerton: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on December 14, 1995,
in the Official Records of San Mateo County, California, as Instrument
No. 95-135466. Assignment of Leases, recorded on December 14, 1995,
in the Official Records of San Mateo County, California, as Instrument
No. 95-135467.
10. 400 Grandview: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on December 14, 1995,
in the Official Records of San Mateo County, California, as Instrument
No. 95-135463. Assignment of Leases, recorded on December 14, 1995,
in the Official Records of San Mateo County, California, as Instrument
No. 95-135464.
11. Fourier: Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing, recorded on October 11, 1996, in the
Official Records of Alameda County, California, as Instrument
No. 96262320. Assignment of Leases, recorded on October 11, 1996, in
the Official Records of Alameda County, California, as Instrument
No. 96262321.
12. βββββ�: Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing, recorded on December 4, 1996, in the
Official Records of Santa βββββ� County, California, as Instrument
No. 13542186. Assignment of Leases, recorded on December 4, 1996, in
the Official Records of Santa βββββ� County, California, as Instrument
No. 13542187.
13. Mt. View: Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing, recorded on December 4, 1996, in the
Official Records of Santa βββββ� County, California, as Instrument
No. 13542188. Assignment of Leases, recorded on December 4, 1996, in
the Official Records of Santa βββββ� County, California, as Instrument
No. 13542189.
14. Laguna Hills: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on December 4, 1996,
in the Official Records of Orange County, California, as Instrument
No. 19960614118. Assignment of Leases, recorded on December 4, 1996,
in the Official Records of Orange County, California, as Instrument
No. 19960614119.
15. Gibraltar: Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing, recorded on October 11, 1996, in the
Official Records of Santa βββββ� County, California, as Instrument
No. 13482493. Assignment of Leases, recorded on October 11, 1996, in
the Official Records of Santa βββββ� County, California, as Instrument
No. 13482494.
16. β�'βββββ�: Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing, recorded on May 29, 1997, in the
Official Records of Santa βββββ� County, California, as Instrument
No. 13720232. Assignment of Leases, recorded on May 29, 1997, in the
Official Records of Santa βββββ� County, California, as Instrument
No. 13720233.
17. Signal Systems: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on May 29, 1997, in
the Official Records of San Diego County, California, as Instrument
No. 1997-0248273. Assignment of Leases, recorded on May 29, 1997, in
the Official Records of San Diego County, California, as Instrument
No. 1997-0248274.
18. Bedford Fremont: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on July 8, 1997, in
the Official Records of Alameda County, California, as Instrument
No. 97167840. Assignment of Leases, recorded on July 8, 1997, in the
Official Records of Alameda County, California, as Instrument
No. 97167841.
19. 6500 Kaiser: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on July 8, 1997, in
the Official Records of Alameda County, California, as Instrument
No. 97167838. Assignment of Leases, recorded on July 8, 1997, in the
Official Records of Alameda County, California, as Instrument
No. 97167839.
Kansas Properties
1. ββββ ββββββ, ββββ. 1: Mortgage, Security Agreement,
Assignment of Rents and Fixture Filing, recorded on January 4, 1996,
in the Official Records of βββββββ� County, Kansas, as Instrument
No. 2556787, Volume 4764 Page 936. Assignment of Leases, recorded on
January 4, 1996, in the Official Records of βββββββ� County, Kansas, as
Instrument No. 2556788, Volume 4764 Page 970.
2. 99th Street, Bldg. 3: Mortgage, Security Agreement,
Assignment of Rents and Fixture Filing executed by ICMPI (Lenexa),
Inc., a Delaware corporation ("Lenexa"), and recorded on January 4,
1996, in the Official Records of βββββββ� County, Kansas, as Instrument
No. 2556789, Volume 4765 Page 1. Assignment of Leases executed by
Lenexa, as assignor, recorded on January 4, 1996, in the Official
Records of βββββββ� County, Kansas, as Instrument No. 2556790, Volume
4765 Page 39.
3. 6600 College: Mortgage, Security Agreement, Assignment of
Rents and Fixture Filing, recorded on January 4, 1996, in the Official
Records of βββββββ� County, Kansas, as Instrument No. 2556791, Volume
4765 Page 49. Assignment of Leases, recorded on January 4, 1996, in
the Official Records of βββββββ� County, Kansas, as Instrument
No. 2556792, Volume 4765 Page 83.
4. βββββββ� Business Center: Mortgage, Security Agreement,
Assignment of Rents and Fixture Filing, recorded on January 4, 1996,
in the Official Records of βββββββ� County, Kansas, as Instrument
No. 2556785, Volume 4764 Page 892. Assignment of Leases, recorded on
January 4, 1996, in the Official Records of βββββββ� County, Kansas, as
Instrument No. 2556786, Volume 4764 Page 926.
Oregon Properties
1. Twin Oaks Business Center: Line of Credit Deed of Trust
with Assignment of Rents and Leases, Security Agreement and Fixture
Filing, recorded on December 14, 1995, in the Official Records of
Washington County, Oregon, as Instrument No. 95091724.4.
2. Twin Oaks Tech Center: Line of Credit Deed of Trust with
Assignment of Rents and Leases, Security Agreement and Fixture Filing,
recorded on December 14, 1995, in the Official Records of
Washington County, Oregon, as Instrument No. 95091723.4.
Colorado Properties
1. ββββββ St. Annex: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on December 14, 1995,
in the Official Records of Denver County, Colorado, as Instrument
No. 9500155131. Assignment of Leases, recorded on December 14, 1995,
in the Official Records of Denver County, Colorado, as Instrument
No. 9500155132.
2. ββββββ St. Quad: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on October 11, 1996,
in the Official Records of Denver County, Colorado, as Instrument
No. 9600141543. Assignment of Leases, recorded on October 11, 1996,
in the Official Records of Denver County, Colorado, as Instrument
No. 9600141544.
3. Academy Place: Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, recorded on May 29, 1997, in
the Official Records of El Paso County, Colorado, as Instrument
No. 97060499. Assignment of Leases, recorded on May 29, 1997, in the
Official Records of El Paso County, Colorado, as Instrument
No. 97060500.
Arizona Properties
1. Westech: Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing (Arizona), recorded on October 11, 1996,
in the Official Records of Maricopa County, Arizona, as Instrument
No. 96-0725727. Assignment of Leases and Rents, recorded on October
11, 1996, in the Official Records of Maricopa County, Arizona, as
Instrument No. 96-0725728.
2. Executive Center at Southbank: Deed of Trust with
Assignment of Rents, Security Agreement and Fixture Filing (Arizona),
recorded on July 8, 1997, in the Official Records of Maricopa County,
Arizona, as Instrument No. 97-0459316. Assignment of Leases and
Rents, recorded on July 8, 1997, in the Official Records of
Maricopa County, Arizona, as Instrument No. 97-0459317.
Missouri Property
1. Panorama Business Center: Deed of Trust with Assignment of
Rents, Security Agreement and Fixture Filing, recorded on May 29,
1997, in the Official Records of βββββββ� County, Missouri, as
Instrument No. 97K25432. Assignment of Leases, recorded on May 29,
1997, in the Official Records of βββββββ� County, Missouri, as
Instrument No. 97K25434.
Texas Property
1. Great Hills Trail Building (fka The Somerset Building):
Deed of Trust with Assignment of Rents, Security Agreement and Fixture
Filing, recorded on May 29, 1997, in the Official Records of
ββββββ County, Texas, as Instrument No. 12944 0005-0037. Assignment
of Leases, recorded on May 29, 1997, in the Official Records of
ββββββ County, Texas, as Instrument No. 12944 0038-0048.