AHA-1997-003RESOLUTION NO. AHA97-3
RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY AUTHORIZING THE
TRANSFER OF THE PROJECT FINANCED BY THE AUTHORITY'S VARIABLE RATE
DEMAND MULTIFAMILY HOUSING REVENUE BONDS, 1985 SERIES A (HARBOR
CLIFF PROJECT), AUTHORIZING THE EXECUTION AND DELIVERY OF AN
ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT, FIRST
SUPPLEMENTAL INDENTURE OF TRUST, FIRST AMENDMENT TO REGULATORY
AGREEMENT AND APPROVING OTHER RELATED ACTIONS IN CONNECTION
WITH THE TRANSFER OF THE PROJECT AND THE SUBSTITUTION OF CREDIT
ENHANCEMENT FOR THE BONDS
WHEREAS1 the Anaheim Housing Authority (the "Authority") has issued its $7,400,000
Variable Rate Demand Multifamily Housing Revenue Refunding Bonds, 1985 Series A (Harbor
Cliff Project) (the "Bonds") to provide financing for a multifamily residential rental project known
as "Harbor Cliff" (the "Project") owned by Harbor Cliff, a California general partnership (the
"Original Developer"), pursuant to the provisions of an Indenture of Trust dated as of July 1,
1985 (the "Indenture") between the Authority and Seattle-First National Bank, the predecessor
trustee under the Indenture to Harris Trust and Savings Bank, as Trustee (the "Trustee"), a
Loan Agreement dated as of July 1, 1985 (the "Loan Agreement") among the Authority, the
Trustee and the Original Developer, a Regulatory Agreement and Declaration of Restrictive
Covenants dated as of July 1, 1985 (the "Regulatory Agreement") among the Authority, the
Trustee and the Original Developer, a First Deed of Trust and Assignment of Rents
(Construction Trust Deed) and First Security Agreement, each dated as of July 1, 1985
(collectively, the "First Deed of Trust"), and a promissory note in the principal amount of the
Bonds (the "Developer Note") from the Original Developer to the Authority and assigned to the
Trustee; and
WHEREAS, the Original Developer has notified the Authority of its intention to transfer
the Project to Kenneth D. Oler, Sharon V. Oler, Robed D. Elkins, Gladys B. Elkins, John B.
Elkins, Lori R. Elkins, John W. Reese, Jr. and H. Frances Reese (collectively, the "Developer");
and
WHEREAS, Section 11 of the Regulatory Agreement requires the consent of the
Authority to the transfer of the Project and the assumption by the Developer of the obligations
of the Original Developer under the Regulatory Agreement; and
WHEREAS, Section 62 of the Loan Agreement requires the assumption by the
Developer of the obligations of the Original Developer under the Loan Agreement, the
Developer Note and the First Deed of Trust; and
WHEREAS, there has been submitted to this Board a form of Assignment, Assumption
and Modification Agreement (the "Assignment Agreement") whereby, in conformity with
Section 6.2 of the Loan Agreement, the Developer shall assume the obligations of the Original
Developer under the Regulatory Agreement, the Loan Agreement, the Developer Note and the
First Deed of Trust; and