Free Declaration in Support - District Court of California - California

Case 5:07-cv-04808-JF

Document 49-5

Filed 07/03/2008

Page 1 of 46

EXHIBIT L

Case 5:07-cv-04808-JF
May 14 07 1::'J7p

Document 49-5
.¡jana~.for

Filed 07/03/2008
559-42-::,

Page 2 of 46
p.~

Fortna

DIS8URSEMENT AGRE,EMENT
(Own&r and C.:ntracor)
Thhs Discursement Agreement ("..,greemt") Is made :J and between BP WEST COAST PRODUCTS LL.C, A Deeaware limited liabiiiy'company and those persons desgnated belaw as "Owner" and "Contracicr",

RECITALS

A. Owner ha entered ¡nra an agreement wil ContracOl tor the consttctlon 01 the- propert¡, descbe below
(the "JOO Site'ì ot tt certn improvements oescribed below (!hOt' "Imprcvements'~ lor th loCiI sum set
f() below (the'.

Contract Pr\e-").

B. Ower and 8P 'NEST COAST PRODUCTS LLC: en~reln10aCocracl Oee,let GaJne'AqreemerC lam/pm
Mini Market Agreemenl¡ (thit "Frand1is: Agre¡emerl)
Aqreemen.daie Febru;;12 200-7 C. Ower and 8P WEST COAST PROOUCTS:llCenie~ inlo a loa, COAST PRODUCTS lLC and relle- agreement!; (collectiveN, Ih!! 'loan Ag.reemeni') whereby B'" WEST ""reeo' to laan 'und s, pursuanl to, the: loanAgreementrCOnstruon L~n F'roceedS')

under me terms and

conditions as set fo,..j (herem t!le "Cons\rucoonLoan Proçe:!\Je~).
terms, aM conditons rrereinaft~ seUor~".

D. Tne parsneretohEEraby, intend to' pro"id&' for ¡he disbursement.of tte Coi~s::cton Lean' Proceeds upon ihe

tollo'Ns: ", .. , '
1 a CO! breakdown estimate (the

NOW, THERE¡:ORE. in corsidi:aiion otlhe C!enants and'a(Jeen,l,3 h!!~fterset fbh. ,lIe p;¡rtiesagreeas

COST eSTIMATES. C,¡ntrtar shall prepatlland sumitfor rB' by BP WEST COT; PRODUCTS LLC 'Cost estate~) in a fo pnescbed'by BE' WEST COAST PRODUCTS
AUTHRIZATION

L~. '
OPERAnVE PROVISIONS
I"ROJECT DISBURSEMENT1NSTRUCTlONS. ConsD'oton Loan Proce5. will time¡ upon recept by BP WEST ny said payment 8P WEST COAST PRODUCTS LLC or its tteir e~rose. pay sU,ch Pay Vouchers. All pars undestand revised cas!" bradaw ard Affdavi: and Cert 01 Completiorr01

2:

OF DISBURSEMENT. Owner andC,OOtrclOi herel: aU1hcc BP WEST CO~T PROOU:TS LLC or i:s designee lei disbursil tlE! CCns,trJCtiOl loa Pr~ed: m accordance wit lhe

schèduue ~f ;Yfe5S payrnents. deli:rniried rro time.tQ'ôme- by BP WESC.OAST PRODUCTS LlC, the ConstrJction Loan P:-edss/'ail be under the &xclus¡"e' conlrl. 01 BP weST COAST PRODUCTS LLC Of 0/ ID,lte.ConstruC!n i:s designe.. Neitner Ower nor Conlrctorshll have, any riht; iji:e or inteest. in Loa Prcceeds inde,cendenr of this Agreement; iior shl Owner have any' nghl~c direct' Ihe' i8e, manner or
moe 01 dÏ5oursemen( of aar Of any p,orton 6f tne CiJstrctton, Loan Procir or 10. demand ceoayrneei

therea!... Nothing i,." ttlS paragrapn sl'al,l be cccstrueo as a waivct Coittrr~s "'~èci;rr's:Li or Stdp

Notice rights under C'a~fornia La; ,

3.

be d~b(¡rsèd from (íme 10

COAST PRODUCTSÜCorIis de~igi:i!eot Pay V6uccers,excuiecby Owner, or Ower and Conlror, aceompaie:t:, origi.r.al detail.,d, invoices,ánct: ,UNCONDlT0NAL or CON01TrO~AL WAIVER ANu RELEASE UPON PROGRESS dr FINAL PNfMENT,asap¡Jpñiiie. for gan8(1 contraco. each subcontrtor whon.rnisrrd labor, eeulpmei~ malerials rx seices 10 tne .ib Site,
and eac materialman, supppier and ..endorww furniShed matertal~:o th~Job,SI duringine peri covered

designee $hal, attheir s,o!a'discrelioo 'ced en

'and agree ttat BP WEST COAST PRODUCTS LLC (;r rts desigr:ee have lhar,gllt to withhold payment on ;my,and aM' Pay Vouchers If

supportng documen:.tion reaSOabl requested is not provided, This may in\. original invoice., joò
Inspen card copy. IRS, lorm W"9, approprie lien releases fer labo anor materíàs. recipls, pnoras,
4.

TOTAL PROJECT FUNDI NG., The n.nds..:¡iovlded herein. are tI,e maxmum' fu,nd avaif~~unr BP''EST
COAST PRODUC.TS LLC:s loan' pragraand:tcan Agreen\OI and., are li anttftdsWtic ""ii ,I)

5.

enUrety.' ' '
any funds" Ower and, Contr;¡c:orwiL provid..ta, BP weSTCOAST PROPc.~ lLC~ ' ' "
a.
b-

Build8llContrc.

disburs.ed under this Agreeent Th funds, may ,or' may not tte,,5lffiel to cOmplte. thit:prOecii it
COST BREAKDOWN AND APPROVi:D PLANS, Prir'tDisuance', otPa\loucee'B~" (\Isb!~emeet at

e:

õ.

~Q , ,'"
Spefltiom; ¡Of, all constrn, Impraveentsandeqment attlJob:SilB 33'
FEES.

C"ompleted:Coiit Broakdown' for al' conslrtiOt. Impi:amenb¡ and' eqipreeç,al' mJtb.Slte¡

The Prime' Contrct 'DetweeIT Owner' and CanlracbJr; iR, Æqwred by, SP W.EST COAST, PRODI:CTS

OWNER'S TRE DRESS EXPNSeS AND PACKAGING

Ow_and Contf~reby

acdge, and understand, tnzir dunC1:1he, COUt3e:of, cotreüOl SF ",eST COAs PRQDUC1S LLC, may from iime 10' ti. wilhheld' certnfundii' ,trom ,dlsbur3ementwwich"are: idenUftec1" as, Owne(:¡calclat8d
COS rer tre dress and pacaging

fees pursuant tD1h: FracnisAgreementend LanAgreeme In an
COAST PRODUCTS LLC ww,at its

.. instanc whre.tr(\e dress Of packgíng:(oo ar, not' indlct~' in' ibe' orginal bb,et or wnre fUnds. as
olc requirement,!hen BF weST disbursed, are insul;clei (cr'the wltl1h,

discnn. withhold lhe.neeaed fuds,'from budget lfl ilams'.,'it'deamsappr'p¡:te

7. APPLlCATION OF' FUNDS., "
7.1 SPWESTCOfl.ST PRODUCTS LLC d08$,natguaranlee Ihat"a)theconstructionortlalmprovemerrts
wiU pr, be completd or be in acrdanca~ lheplans:;morSpClfícatton$.itand:wwen.copfta: or

e:'Gc:''cAIFNQ¡ISeOC-dac l'
as/.1-w "11'3'''O''1.0.1....~ .¡....,..""_i..,,~ 0.".1.07..'

(b) th qualit of WO,kmanship or matenals. Nor doe BP WEST CO,S.T PRODUCTT LLC.guarantee th

BP 03553

200

Case 5:07-cv-04808-JF
May 14 07 12:07p

Document 49-5

Filed 07/03/2008
559-432--

Page 3 of 46
D.J

Fortun,

,.if;icne~.for

payent of all oO;lgacons incu:red cy ContTor 'Jr Ower in conne-lion witl th GOns1rucUon cf ~ne

Improverniin.ts.
. 7 2 BP WEST COAST PRODUCTS LLC or it desig.neMU not be, required' 10 labor and/or matenal"'hic" in th opinion of SP WEST COAST PRDDUCTS LLC, 4X'the¡ va

disburse any twds' for any
LULL of siicl

lacor and/or malenal orwn,dd will reduce'lhe undtsciirsed funds',belOW tJe,amO\ot-ne-esry to compiete the
i mpro'Yements.

7.3 In th event a mec:nanic's I1n: is fllea against, the Job Site as, a resuLot the constcton of Uie Improvement3. or in the e'lent SP WEST COASTPRODUCTS LLC is served with'a NctXto Withhold: BP
WEST COAST PRODUCTSLL.C may. at its action or judgment bas

opton;, pay,O! compromise' sai lienor Note' toWitno!d. Qr any

thereon; deucting all cots and e¡~pensesso Incurred,loclUding reasnabie

attome1sfees, from the runds remailir on deptwittl'SP' WESTCOAST PROOUCTS:'LlC"BP weST COAST PROOUCTS, LLC may, eee-r not to, pay ,or copromise any suh IIen',or NODce ti:rWltnold, or acton.
whid iS dispute(' in good fath by

demand to C'Nn, by BPWE5T COAST PRODUCTS. e~pense'lhen dillgently ccntesiin, provided. ihar upo bond L.LC, :ttete shall ::e reed in. tie offcial r!Iors,otlhe Couniy,whl!lI"tle.,Job,Sile' is locõlte. a: surety,

Ower or Conlrar." and whiih, Owner or. Contror is ac their own

, as shall be detrmlne- by BP WEST C;OAST PROOl:CrS LLC. /iy amdntso: depQ$$-ed shll be-disbursed'
Coolrac\or In LUL for work performed. pursuant 10 :!llleuiis:)fthe,OwiieriCcnrrct agreement

plrcnased by Owner and acceptabie tQ BP'WEST COAST PRODUCT$'L!.C suffcientto saas~(-slJn claim

in accordance with Ihe resoutIn of the ecnles. Notring herein shall alter Ow"'~s, oblig¡¡ion. to pay,
INSPECTIONS AND PERFORMANCE. 8,1 BP WEST COAST PROOUCTS LLC will inspect'or cause, to be inspeced' ~ejOb, Site liom time to ttrn
ard at such Umes as

8.

it deems' necsary,These .nspetton.:are soie/ý lOr ,the, purpse at ;;scmming ,,he

sbçe of constrctin and whether certään wok has pressed and iil ror, ine pu't0se ot.detemmining
\'neter ¡he ecns1lct!cr. ,ot the ImprOlemeris is in acc:dance 'i.itn the plans anor, spedfca"jCn~. nor

whetr such .:onsttucon has. been acnnplished, in a good, substantial: 'and wo(1m~.I"e manner
eonsequenrty" suc~ inspection-by SP WEST COAS PROQUClS LLC sloold nol be deemed

the ~;;v3Jert

at or a, subSD tule for al'tllclUral supervi$n"
8.2 Whe¡ BP WEST COAST PRODUCTS LLC has disburs IteCootrctorrl.an Proceds" it,
oìligatins,:.nder this AgreementshaJl cease. BPWEST COAST PROPUCTS'LlC is'CJot raspcibJe, defe.ts. errors or omission! ÏI i:ons.iro:on. whjcn may fr,om.time to time eppj!ar

eithr

for th quality,of tre lahor Or matemil uisd in cannectn, witn tie ImprO''ments or fq the, corretion ot art
9.

AUTHORlEDSrGNA TURES Thii ssgnature of :nose paroes se: fur:-. ~10\ as "AtJmorize.d ?"artes'
(~Auonzea Pares~) on aislursement orders, submitted to. B? WEST .cOAST PRODUCTS LLC for payment on accounl of the constructon ortJ Improements, 1)' tleJoO" Si shallco~clusilely, irrevocably and' finally

esJ;~sh tl\rìght of SP WEST COAST PRODUCTS LLC tomBke ¡:aymeMln t:: amotmt, manner and to
the' person d~i;mmte on

such Pay Voucher. and" shall ,consiitutea repceSniaon that-the labor; maCenals

anor'seNlces therei r.e/erred tc' were aetually furníshe,d. or, ,are' to:ce. iüriilsd, "to: 'the Job Site' and'

iIc~axraled in the Improements being' constNdedtlern and SP"IfEST COAST PROOUct5.lLCshall
;,e ent¡(ed to r1y tMreonand shall ba held free an order fur goad cause. and may, in iis disretn~ pay any disl:rJrsemenl order- withut the signture AuthoriZed P-,irties. bui a::'such p¡ymenl muia ce' proper in am disbursement order '0,1 BP WeST COAST PROOUCTS LLC s~all nol becerisir-Jed as a guarnty or

harmless in coniiecn ¡herewlh, to the I!lent. of" theof lhe

paent made. BP WEST COAST f'ÔDUCTS LLCmay, in ItSdlscredlllieto pay ;;nydlsbursmerrl
aunt an, puipose. The pament of any
warranty of the Quaiily or sutfden~i of the'labar, materis or servcerepresented tnereby. NOMithstandíng 8P WEST COAST PRODUCTS LLC's riht to conrrol disburement of funds,exercse a/ such right shall not constitue an obligatio., by BP WEST COAST PRODUCTS lLc to insere thai wor1 or materi are in o:mpliance wim th' plans and speirications. or any govemmentai or reulalOr'l agency.. or to insure ;hat undisbur~ funds

are a: any time suffcien: to o:mplete the Improvements,

10. MISCELLAEOUS" This Agreement modfies all çr¡or agreemems. writtn or orl, and ,Cont'aots,
contrct in so Jar as thy would o!heeise be in confti with !he provisions hiiecl, This. nOlWitstar.dinq. as

b~eeo themselves, Ower and. Cotradcr affrm the, aaisleiie and enfneabiUIy of th. underng
cons,trucÜO ~ntrat betWeen them, date' November 2",1, 2006 (th'Prirreçontacl), inducing but not
limite to tI paymen': abiigations,i:f Owrer to Cocrr, If anr¡X'YlSion orin.s Agreentis' found, invalíc1

or lnetfe~tuaítor anyreasonwhatsve¡ "ss ffvalklily,ssall na)n,any ~ay,a/feèèianïotier pro'lisio hereøl

t1. UNSUI,A.BLE SOIL CONDmONS.If,the JQb'SIIe"or any port"tlereot,upon,whic, tledmprovments are
to be constrctd" is fI,ed grond, 01 g~ndothere unsuitablalosupprt sui improVements ,as.

the same

unül OI¡mer the sam& to BP'WESTCOAS7PROQUC.TS.'U;C:end ceas a~ fiture, wo:onthe Itnproements or Contrctor and BP WEST COA,T PRODUCTS LLC, ha~e ',agred; in wril, to reommen'coMtNctio..,

ale designed an englneeed,Owiier' anccConar 5Ilmmediatty upn diSo''ogsufàct dIe

opeons.

12. ATTORNEYS'FEES., Excet as specillally sat forh. hWIT., ttiis, P8lgrapn:'eppllebelWeen Owner-anc1',BP
West COast Products, LLC. only. In the evnt af any: disp.ute arg;oul"ofthis, Agreement 'oo ihe
Çermace therf, whether WEST COAST or not

such, dlspute'resuts in litig,iitt. all'iltQmey: reeiriurrd byspwes::

COAST PRODUCTS'LLC farccrrulttior repreertiollwit rasp to sudÜ:tiipute-, whiittter or iior BP
PROD UCTS: L.LC ¡.,made,a. part, to sudr dispute. shall' b&deemed',arradditional expemie'ol

the' percrmnoa' by 6P WEST: COAST PRODUCT LLC or Ih~ Agre~iit., fo. whic addtinal' expenses shall be reimbured ITom tbe Constructon Loan Prooeeds: To: thit.exteel' tt.lI.irrdi-remalning' in the
Contrction Loan Proceds are: insuffcient so' Iorermbl~ Sf' WEST'

COAST PRqOUCTS lLC.all,paes

sigrror ,hereto (exdudlng, ContraciJ) 'oter than. BF WeSTCOAST,PRODU,c::r~:U;C'sI'be:iiable.lointly
aiidsevernUy. 10 BP WEST COAST PRODUCTS LLC for rei'Duisento.f sudi' eicpemes' same upon demnd. The' amauntol'such e¡¡pense shall:

and shall¡:iiy

be deemedJlquJaæd 'upon' the making,otsuch

Q;\N\'Il-C1iSBOC.doc 2 OKl'IU'" ...-l21..,ew...a.l ...._.. ....._-....1 '"ii ......l\..,. t'. I

demanD ror Bp: WEST CQAST PRODUCTS LlC. Contrctor does not dispute tM rihts afordd to BP are not soughtfrom'COncador-(asidefrcn,.the West Coast ProUCts, LLC in thiS' paagraph lathe axtent they

BP 03554

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Case 5:07-cv-04808-JF
May 14 'J7 '2;08p
FQrtul\

Document 49-5

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559-4:32.

Page 4 of 46
pA

iffc::es.--or

ConstrJc;;on Loan Funds). Owner

affrms that any assesment against It. or the Ccnstruction loan Funds 'c

9P Wes1 Coas1 Product as set fort in U1IS p¡ragraph wiU not alter Owners payment obligations to
Contctor as.sa far in the: Prime Contract

13. DATA. The name of t/e 'Owner and, 'Contrctr' andotte( data relerred to above ere as follows:
(a) OWNER
STTN ENTERPRISE INC
631 San Feeii:e-Road

HoWster CA 91;023
(b) CONTRACTOR:
FQR,TUNE,RATLIFF GENERAL

. - CONTRACTORS INC: '

p, O. Box 26~~
Fresno CA 937'29
(e) JOB SrTFACILITY ¡¡

~61 ~'6J1 San,Feiio-'R~ad

Hc!llste CA 95023
(d¡ IMPRQVEMENTS:

R.!irnd tC,S'-cre 8. Gas Remadell
100 NOT INCLUDE EXENSES FOR CARWASH\

(e) lOAN PROCEEDS:

am/¡¡ Laa,.$,150M!Gas.., 5250M
S~9ft.253:00

¡Soo#4)

CO ÇONTRACT PRICE:

(9) PAATI,ES AuTHORIZED
TO SIGN

VOUCHERS:

S'ignature ~-~Xl.~
Name

~e"L ~ \n ~.."\ -" "-~'-'."Ì"~
STTN ENTERPR:SE.lrrC. - RË? \J

, ,"- . - - -T' ~ ¿/f~/ Na.m2s;;;:~PR!~t q';E~'V
sigMture,' ~ ~ 1, -: m signa!l~:

Nam~ ALLEN FORTUNE "

//

FORTUNE.RA TUF""GGNER'~-CÓNTRACTORS. ,N è:

,Slgiiature

Name, ./ TUFF ~eNE;w, CONTAA£TOR3. IMe ~T\Ne-R
",'

C;' ." .

~~ .'

K

/

CONSTRUCTN I.OAN.PRpCEeDS MAY NOI' BE

SUFf'CleNT TO CaVER ALLEXE~S FORTHE

::~VEMN;::J~:~~i:~~SITE; ,

~~ ~/~_?'.
8y:, Say~ Faquuiyan

BPWes.T COAST PRODUCTS LLC

F~rii jj' 82461 ' ,

ø~Fontme
/. Allen'..o.n~s

...¿-

/" FORìNS:RATtIFF GENERL

STTN ENTERPRISES. INC.-dOWNE,l"

epWe.ST COA.ST PRoDUCTS.

e'~
,a ,O:etaware

CONTORS..NC.- ï:ONTRACTOR"
limited liabilit company

Q.'\NlcaU'IS BQC,ii

3

OC,.oo ...,::..,.'.OC.1'.OI1.,.~ iru,,~\M..",",;.Q,g:ft~~1".L.1

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EXHIBIT M

Case 5:07-cv-04808-JF

Document 49-5

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Page 6 of 46

1111111111111111111111111111111111

~wf (lfYw~/~,- T;lh '
If LL I. ~8 -;) 7CJ?h3 c¡
WHEN RECORDED MAL TO: .-/'J

RECúRDING REQUESTED BY:

2007-0003254
Recorded
Official Records Gounty of
, San Beni to

'\i
(

I REG FE
I I I I I I

5B.æ

JOE PA SOZAlZ
Gl erk-Recorder

02:00 0Har-207 I Page 1 of 9

. , I os

BP ¿Uvvf (!:DWJ tfuQliU~k LLc.

4- CWklLp tUIYLt& &r -- L-PR. Lj -d43
¿¿ Pfl ry, C P q 0 U 23-/ æ l¡

OOti: DA.ru J f2l)lSPACE ABOVE LIN RESERVED FOR RECORDER'S USE

TITLE(S) OF DOCUMENT

Dud /)l J~u~l ¿ui-tfG ~mtf- of- !2IsJ
SiGuAl- Ofnw ani Y-LYWJ ,:;ilJ/L3

TilS PAGE is ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMTION. ($3.00 ADDITIONAL RECORDING FEE APPUES)

BP 01443

203

Case 5:07-cv-04808-JF
RECORDING REQUESTED BY
,RwF~ifeA\MiRlQQN TITLE
When Recorded Retum To:
t¡t¡D~- 'J1()-;3CJ

Document 49-5

Filed 07/03/2008

Page 7 of 46

~

BP WEST COAST PRODUCTS LLC 4 Cennerpointe Dr., LPR 4-243

La Palma, CA 90623-1066 Attn. Daniel J. Rolf Facility: 82461/SCDB65975
631 San Felipe Rd.

.:r- J- 7 d ).~ s "7 EjJ -- ~ L¥

Hollister, CA 95035 "1

Space Above For Recorder's Use Only

DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURTY AGREEMENT AND FIXTURE FILING (CALIFORNIA)

This Document Serves as a Fixture Filng Under Section 9-502 of the California Uniform Commercial Code.

Borrower's Organizational Identitication Number: 41-2101997

THIS DEED OF TRUST WITH ASSIGNME~ RENTS, SECURTY AGREEMENT AND FIXTURE FILING ("Deed of
Trust") is made this ~ day of Ynl. , 2007 and is executed by A V A GLOBAL ENTERPRISE, LLC, a California limited liabiJity company ("Trustor"), whose address is 1313 N. Milpitas Blvd., #1606, Milpitas, California 95035 to Commonwealth Land Title Company ("Trustee"), for the benefit of BP WEST COAST PRODUCTS LLC, a Delaware limited liability company ("Beneficiary"). Trustee is an affiliate of Beneficiary.
Trustor irrevocably grants, transfers and assigns to Trustee in trst, with POWER OF SALE, all of

Trustor's right, title and intere&t in

and to that cenain real property located in the County of, State of California, more partcularly described in Exhibit "A" attached

hereto and made a part hereof ("Real Propert"), together with the rents, issues and profits thereof and the other real and personal propert comprising the Trust Estate; subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits.
FOR THE PURPOSE OF SECURIG the foUowing (the "Obligations"):
(a) payment of the sum of $475,000.00, with interest thereon, evidenced by those certain Secured Promissory Notes

dated as of even date herewith, executed by STTN Enterprise, Inc., a California corporation ("Obligor") to the order of Beneficiary, as the same may be amended, modified, extended and renewed from time to time;
(b) performance of Obligor's obligations to Beneficiary under (i) that certain Loan Agreement dated as of even date

herewith. by and between Obligor and Beneficiary. and (ii) that certain EnviroiuentaJ Inde=ity dated as of even date herewith,
executed by Obligor in favor of Beneficiary, as the same may be amended, modified, extended and renewed from time to time;
Trust (With Assignment (c) performance of each agreement of Trustor and Obligor under that certain Fictitious Deed of of Rents. Security Agreement and Fixtue Filing) recorded in the office of the county recorder of the county where said Real Propert Trust"), as amended hereby; and is' located as noted below ("Fictitious Deed of
(d)
payment and performance of the Obligations recited in the Fictitious Deed of

Trust (as amended hereby).

To protect the security of this Deed of

Trust, and with respect to the Trust Estate, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and aU of the terms and provisions set forth in the Fictitious Deed Trust are hereby incorporated into and made a part of Trust. Said agreements, terms and provisions contained in the Fictitious Deed of of this Deed of Trust by this reference for aU purposes as if set fort at length herein. Trustor acknowledges receipt of a copy of the Fictitious Deed of Trust.
Set forth below is a list bfthe counties in the State ofCaJifomma where the Fictitious Deed of

Trust has been recorded, together with

the Book and Page or Instrent Number of each recorded document.

BP 01444
82461 deedoftrustv1

204

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Page 8 of 46

I ICOUN';'Y

INSTRUMENT NUMBERS
00319576

I

I COUNTY
ORANGE

II INSTRUMENT NU~IBERS
00-569322

I

3

ALAMEDA

ALPINE
A~IADOR
BUTTE
c.. LA VERAS

BOOK '89. PAGES 2784-2808
01-0003464-00
2000-0042914 2001-5226

PLACER
PLUMAS

2000-0079930
2001-00331

RIVERSIDE

2000-422065
2000 I 023

SACRAMENTO
SAN BEN ITO

COLUSA

2000.004063

2000-0014070
20000380682

CONTRA COSTA
DEL NORTE
EL DORADO
FRESNO
GLENN

2000-0234538-00
200004891

SAN BERNARDINO
SAN DIEGO

2000-0577783

2000-0053633-00
2000-0131783

SAN FRANCISCO
SAN JOAQU IN

2000G852003
00125344 2000-062677
2000-13381 I

2000-5476

SAN LUIS OBISPO
SAN MATEO

HUMBOLDT

2000,23040-25
OO~22J55 2000~OOOJ729

IMPERIAL
INYQ

SANT.. BARBARA
SANTA CLARA
SANTA CRUZ
S HAST A

2000,0064740
15434692

KERN
KINGS
LAKE
LASSEN

0200 i J''597

2000.0051824
2000-0037629
2000131393

0018981
00-0180 16

SIERRA
SISKIYOU
SO LAN 0

2000-07002

lOOOiOl9lJ249
2000.00097851
2000112131

LOS ANGELES
1\\IADERA

00.1671372
2000026090

501"01\1.STANISLAUS

~\iARIN

2000.053655
2004583
zaOO.17559

200o.009083n-00
2000.00 I 50 I 7

i\IARIPÜSA
:\IENDOCII'40

SllTTER
TEHAMA

FILE' 013179. BOOK 1982. PAGE 083
200003958

MERCED
MODOC

VOL 4072 PAGE 529
2000-0004721.00
2000006195

TRIITY
TU LARE

2000-0065847

,,ONO
MONTEREY
NAPA
1'4 EVADA

TUOLUMNE
V ENTU RA

DOC'017535. BOOK 1712. PAGES 0173-0197
NONE

2000070259
2000-0027785 2000-0031705-00

YOLO
YUBA

2000-0027007,00
2000 I 0539

Trustor hereby requests that all notices to Trustor be delivered to the address listed above. Capitalized term used herein and not Tnist is hereby Trust. The Fictitious Deed of otherwise defined herein shall have the meanings set forth in the Fictitious Deed of modified as set forth on Rider 1 attached hereto and made a part hereof. Rider 2 attached hereto is hereby incorporated herein by this reference.

"Trustor" :
A V A GLOBAL ENTERPRISE, LLC.

a Caliornia limited liabilty company

-~VToa~
. Sayed Mi: Faquir an

B" ~-1~,

2
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By: -

Tao To

~~~v

BY:,"~
Nazim Faquiryan

\\

~.

"Borrower"
STTN ENTERPRISE, INC.

By:~iç=
Nazim .M. Faquirya
CEO/President

a California corporation

~' By:-I~/~ J
Sayed M.N. Faquiryan

Secretary/Treasurer

ACKNOWLEDGMENT
State of California

¿;~-,~h:
On

~~Õt'Lôlolìc:

i , personaJly appeared
, c;-, . , personaJly known to me (or proved to me on the basis of

satisfactory evidence) to be the pers s) who name(s) ishrre-subscribed to the within instrment and acknowledged to me that

he/~y executed the same in his/~ authorized capacity(ies), and that by his/her/their signatue(s) on the instrment the person(s), or the entity upon behalf of which the person(s) acted,. executed the intrument.

~~.~~ ~/~-,~ '
(Signatur~-- c-.."..
State of California

WITNESS my hand and official seaL.

~ .. .. .. .. .. ~ F;~AN- & r

-" Co' 149761

l. Scta Clara CaAomla ~ ~ Notay Pu - County j

MvCaExJun 13. 208 ---------~-,~

ACKNOWLEDGMENT

"

County qf ~:Cr7

~~ , personally appeared
, ¿. - " personally known to me (or proved to me on the basis of
satisfact 'ye" dence) to be the perso (s) ose n e(s) is~ubscribed to the within instrment and acknowledged to me that

t-o\Dri ""b\ì e,

he/'~ executed the,same in his!f,,'t!,,,;, authorized capacity(ies), and that by hisfu'the. signature(s) on the instrment the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seaL.

~ ,/ ./~_.u¡'Signa re) " ~;')
82461 deedoftrustv1

~

~ .. .. .. .. .. ~~ F;~~AN- & (
..._,._----_.-

-~ Convlson # 1494761 '
¡ -.. Notar Publ!C - Caltomla l

3

~ Santa Clara County 1 MvCo.ExpJun 13. 20

-----__--___1W

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~
...

ACKNOWLEDGMENT

,
\

, ~, personaUy appeared

l~t:tOJ''' t..b~"~

, " personally known to me (or proved to me on the basis of
satisfac ory evidence) to be the person(s) whose name(s) is/.aubscribed to the within instrment and acknowledged to me that h~hey executed the same in hi~their authorized capacity(ies), and that by his~eir signature(s) on the instrment the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seaL.

~r'::~'~ ~., "., Signature) -'-'~-,-_.."
----.. ._----.

~

~ - - - - - ~~ F;~~AN- - ~

- ~ Commi' 1494761 ~ -. Notar Pubi - Calfor l ~ Sato Ciao County l

- - - ~~~~~1:~

ACK."IOWLEDGMENT

"

~~ 'f ?..\d.c.
r- \ , personalJy appeared

, personaUy known to me (or proved to me on the basis of

satis ctory evidence) to be the person(s) whose name(s) is/'fubscribed to the within instrment and acknowledged to me that
he/3'e'tHe,.executed the same in his/keF/tHeir authorized capacity(ies), and that by hi,,'I,,,,,'n,elr signature(s) on the instrment the

person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seaL.
1~._.. Commison # 1494761 ~ . -. Notary Pubblc - Cccml ¡

. .~- ~MINA- - - .. - - .. .. l~ - - FAQUIRAN

i Santa Ciao Couty l

~ - ~ ~~_~~1:~

4
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EXHIBIT A Legal Description

l1

THE LAND REFERRED TO HEREIN BELOW is SITUATED IN THE CITY OF HOLLISTER, COUNTY OF SAN BENITO, STATE OF CALIFORJ'\IA AND is DESCRIBED AS FOLLOWS:
ALL THAT REAL AND CERTAIN PROPERTY LOCATED IN THE CITY OF HOLLISTER, COUNTY OF SAN BENITO, ST A TE OF CALIFORNIA, BEING A PORTION OF PARCEL i AS SAID PARCEL IS SHOWN UPON THE PARCEL MAP RECORDED IN BOOK 7 OF PARCEL MAPS AT PAGE 59, OFFICIAL RECORDS, AND BEING MORE PARTICULARL Y DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWESTERLY CORNER OF PARCEL i AS SHOWN UPON

SAID MAP;

THENCE N 2 DEGREES 06 MINUTES 20 SECONDS E, 183.48 FEET ALONG THE RIGHT OF WAY OF SAN FELIPE ROAD

(STATE HWY. 156) TO THE TRUE POINT OF BEGINING;
THENCE FROM SAID TRUE POINT OF BEGINING, CONTINING ALONG SAID RIGHT OF WAY, N 2 DEGREES 06
MINUTES 20 SECONDS E, 176.8;

THENCE NORTHEASTERLY ON THE ARC OF A TANGENT CURVE TO THE RIGHT CONCAVE TO THE SOUTHEAST, HA VING A RADIUS OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 90 DEGREES 28 MINTES 10 SECONDS, FOR AN ARC LENGTH OF 31.58 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF CHAPPELL ROAD.
THENCE EASTERLY ALONG SAID RIGHT OF WAY LINE, S 87 DEGREES 25 MINTES 30 SECONDS E 146.84 FEET; -

THENCE LEA VING SAID LINE, S 2 DEGREES 06 MINTES 20 SECONDS W, 222.81 FEET;

THENCE N 87 DEGREES 25 MINTES 11 SECONDS W, 90.03 FEET;
THENCE N 79 DEGREES 10 MINUTES 29 SECONDS W, 60.93 FEET;

.THENCE N 41 DEGREES 33 MINTES 35 SECONDS W, 24.26 FEET TO THE TRUE POINT OF BEGINING.

APN: 051-l00-040

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RIDER 1
Amendment to Fictitious Deed of Trust

1
the Obligations Section:

The Fictitious Deed of

Trust is hereby amended as follows:

1.

Paragraph (b) in the section reciting all of the Obligations ("Obligations Section") is hereby deleted in its entirety,
"but in no

2. The following language is hereby added after the phrase "per annum" in Paragraph (c) of

event greater than the maxiniùm amouiit permitted by law."

3. The two paragraphs below Paragraph (g) of the Obligations Section are hereby deleted in their entirety and replaced with the following new paragraph:
"Tnnstor has executed an Environmental Indemnity in favor of "Environmental Indemnity"). This Deed of

Beneficiary with respect to the Real Property (the Tnnst, the Note(s), the Loan Agreement(s), the Environmental Indemnity and any other deeds of ttllSt, mortgages, agreements, guaranties or other instrments given to evidence or further secure the payment and performance of any or all of the Obligations, as the foregoing may be amended, modified, extended, or renewed from time to time, may hereinafter be collectively referred to as the 'Loan Documents.' Capitalized term used herein without definition shall have the meaning given thereto in the Loan Agreement"

4.

The following paragraph is hereby substituted for the fust sentence of

Section 1.5.2:

"In the event of any damage to or destrction of the Improvements, Beneticiary shall have the option, in its sole discretion,

to: (i) apply, in the event Beneficiary determnes that the security for the repayment of the indebtedness secured hereby has been impaired on account of such damage or desttiiction, all or any part of such proceeds to any indebtedness secured here.by
in such order as Beneficiary may determine, whether or not such indebtedness is then due, (ii) release all or any part of

such

proceeds to Trustor, or (iii) hold the balance of such proceeds to be used to reimburse Tnnstor for the cost of reconstrction of the Improvements. In the event Beneficiary elects to so hold such insurance proceeds, the Improvements shall be promptly
and diligently restored by Trustor to the equivalent of their condition immediately prior to such damage, destrction or

casualty or to such other condition as Beneficiary may approve in writing, and the disbursement of such insurance proceeds Beneficiary elects to apply the insurance shall be in accordance with disbursement procedures acceptable to Beneticiary. If
proceeds to the payment of the sums secured hereby, and after doing so Beneficiary reasonably determnes that the remaining

security is inadequate to secure the remaining indebtedness, Trustor shall, upon written demand from Beneficiary, prepay on principal such amount as will reduce the remaining indebtedness to a balance for which adequate security is present"
5. The last sentence of Deed of Section 1.22 is

hereby deleted in its entirety. The following new Sections are hereby added to the Fictitious

TillSt:

"1.23 Negative Covenants Regarding Leases. Trustor shall not, without the prior written consent of Beneficiary, (i) cance i. terminate or consent to the SUITender of any Lease, (ii) modify or in any way alter the terms of any Lease, (iii) release any lessee or guarantor from any obligations or conditions to be performed by any lessee or guarantor under any Lease, (iv)
collect any rent from any lessee for a period of

more than one (I) month in advance, or (v) execute any furter assignent of

any of its right, title and interest in the Leases and the Rents.

obligation, term, covenant, condition and agreement of

1,24 Affirmative Covenants Regarding Leases. Trustor shall (i) observe, pedorm and discharge each and every Trustor under the Leases, (ii) enforce the performance of each and every obligation, term, covenant, condition and agreement in the Leases to be performed by any lessee or guarantor thereof, (iii) execute and deliver to Beneficiary upon demand, at any time and from time to time, any and all assignments and other
instruments which Beneficiary may deem advisable to carr out the tre purposes and intent of Trust, and (iv) at the request of

the assignment of the Leases Beneficiary, cause any lessee under a Lease to execute a subordination. nondisturbance and attornent agreement and estoppel certificate in form and substance satisfactory to Beneficiary.
set forth in this Deed of

1.25 Authorization to File Financing Statements; Power of Attorney. Trustor hereby authorizes Beneficiary at any time

and ti'om time to time to fie any initial financing statements, amendments thereto and continuation statements with or
without signature of

Trustor as authorized by applicable law, as applicable to the Personal Propert. For puroses of such filings, Trustor agrees to fush any information requested by Beneficiary promptly upon request by Beneficiary. Trustor

hereby irevocably constitutes and appoints Beneficiary and any offcer or agent of

substitution, as its tre and lawful attorneys-in-fact with full irevocabJe power and authority in the place and stead of

Beneficiary, with full power of' . ' Trustor

or in Trustor's own name to execute in Trustor's name any such documents and to otherwise carr out the puroses of this
6
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Section 1.25, to the extent that Tmstor's authorization above is not suffcient. This power of attorney is a power couple 0

with an interest and shall be irrevocable." cr Õ
"Written notice mailed to Trustor as provided above at least five (5) days prior to the date of public sale of the Personal Property or prior to the date on which private sale of the Personal Property will be made shall constitute reasonable notice; provided that, if Beneficiary fails to comply with this Section 3.4 in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the California Unifonn Commercial Code, as in effect from time to time (or under the Uniform Commercial Code, in force from time to time, in any other state to the extent the same is
applicable law)."

6.

The following sentence is hereby added to Section 3.4.2:

7. The following phrase is hereby added after the end of clause (b) of Section 5.2: "including without limltation Sections 2899 and the California Civil Code set forth in the California Civil Code." In addition, the references to Sections 2899 and 3433 of 3433 of clause (c) of Section 5.2 are hereby deleted in their entirety.
8.

Section 5.17 is hereby deleted in its entirety.
The following new Section 4.9 is hereby added to the Fictitious Deed of

9.

Trust:

Default, Beneficiary may. at its option, terminate Trustor's right and license to any Event of collect the Rents, and either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and without regard to the adequacy of its security, enter upon and take possession of the Tnist Estate or Trustee, and do any acts which it deems necessary or desirable to preserve any part thereof, in its own name or in the name of the value, marketability or rentability of the Trust Estate, or any part thereof or interest therein, make, modify, enforce, cancel or accept the surrender of any Lease, increase the income therefrom or protect the security hereof and, with or without takig possession of the Trust Estate, sue for or otherwise collect the Rents, including those past due and unpaid, and apply the same. less costs and expenses of operation and collection, including, without limitation, attorneys' fees, upon any indebtedness secured hereby, all in such order as Beneficiary may determine. The enterig upon and taking possession of all or any portion of the Trust Estate, the collection of such Rents and the application thereof as aforesaid, or any of such acts, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default and, notwithstanding the continuance in possession of all or any portion of the Trust Estate
"4,9 Upon the occurrence of or the collection, receipt and application of herein or by law upon occurrence of any Event of

Rents, Trustee or Beneficiary shall be entitled to exercise every right provided Default, including the right to exercise the power of sale. Failure of

Beneficiary at any time, or from time to time, to collect the Rents shall not in any manner affect the subsequent enforcement of Beneficiary of the right to collect the same."

10. Subparagraph (k) of Schedule 2 is hereby renumbered as subparagraph (1). The following new subparagraph (k) is hereby added:
"( k) allietter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Trustor now has or hereafter

acquires relating to the properties, rights, titles and interests referred to in this Schedule 2."

7
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RIDER 2
Agreements of Non-BoITower Trustor

q r

Beneficiary. If any Trustor is not an obligor under the Loan Documents (hereinafter, "NonboITower 1. Authority of Trustor"), NonboITower Trustor hereby authorizes Beneficiary to perform any of the following acts at any time and from time to time, all without notice to NonboITower Trustor and without affecting Beneficiary's rights or NonboITower Trustor's obligations under this Deed ofTrus(: (i) alter any terms of the Loan Documents, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest under, the Secured Promissory Note, (ii) take and hold security for the Loan Documents, accept additional ot substituted security for the Loan Documents, and subordinate, exchange;' enforce, waive, release, compromise, fail to perfect, seU or otherwise dispose of any such securty, (iii) apply any security now or larer held for the Loan Documents in any order that Beneficiary in its soJe discretion may choose, and direct the order and manner of any sale of all or any part of it and bid at any such sale, (iv) release the obligor under the Note and the other Loan Documents ("Obligor") of its liability under any Loan Document, and/or (v) substitute, add or release anyone or more guarantors or endorsers of the Loan Documents. For Plioses of this Section 1, aU references to the Loan Documents shall also include any instrment or agreement
executed by Obligor currently with or subsequent to the date of this Deed of Trust which is secured by this Deed of

Trust in

accordance with the terms hereof.
2, Waivers of Nonborrower Tnnstor. NonboITower Tnnstor hereby waives: (i) any right it may have to require Beneficiary to proceed against Obligor, proceed against or exhaust any security held from Obligor, or pursue any other remedy in Beneficiary's power to pursue, (ii) any defense based on any legal disability of Obligor, any discharge or limitation of the liability of Obligor to Beneficiary, whether consensual or arising by operation of law or any baiiknnptcy reorganization, receivership, insolvency, or debtor-relief proceeding, or from any other cause, or any claim that Nonborrower Trustor's obligations exceed or are more burdensome than those of

protest, notices of dishonor, notices of acceptance of this Deed of

Obligor, (iii) all presentments, demands for performance, notices ofnonperfonnnce, protests, notice of Trust and of the existence, creation or incurring of new or additional

indebtedness of Obligor, and demands and notices of every kid, (iv) any defense based on or arising out of any defense that Obligor may have to the payment or performance of the Obligations or any part thereof, and (v) all rights of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including any claim or right of subrogation under 11 V.S,c. or any successor statute, all rights to enforce any remedy that the Beneficiary may have against Obligor. and all rights to participate in
any security now or later held by Beneficiary for the Loan Documents. NonboITower Trustor understands that if Beneficiary forecloses by trustee's sale on any other deed of trust (other than this deed of trust) securing the Obligations, NonboITower Trustor would then have a defense preventing Beneficiary from thereafter enforcing Benetìciary's rights and remedies against the Trust Estate.

This defense arises because the trstee's sale under such other deed ofmmst would eliminate Nonborrower Trustor's right of
subrogation, and therefore Nonborrower Trustor would be unable to obtain reimbursement from Obligor. Nonborrower Tnnstor

specifically waives this defense and all rights and defenses that Nonborrower Trustor may have because the Secured Obligations are
secured by real property. This means, among other things: (1) Beneficiary may exercise any rights or remedies which Beneficiary has

or may have against the Trust Estate without first foreclosing on any real or personal property collateral pJedged by Obligor; and (2) if the Obligations may be reduced only by Beneficiary forecloses on any real propert collateral pledged by Obligor: (A) the amount of the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B)
Beneficiary may exercise its rights and remedies against the Tnnst Estate even if Benetìciary, by foreclosing on any real propert

collateral pledged by Obligor, has destroyed any right NonboITower Trustor may have to coUect from Obligor. This is an unconditional and inevocable waiver of any rights and defenses NonboITower Trustor may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure or similar laws in other states.
J, Obligor's Financial Condition. NonboITower Tnnstor assumes full responsibility for keeping inormed of Obligor's

financial condition and business operations and all other circumstances affecting Obligor's ability to pay and perform its obligations to

Beneficiary, and agrees that Beneficiary shaU have no duty to disclose to Nonborrower Trustor any infonntion which Beneficiary may receive about Obligor's financial condition, business operations or any other circumstances bearing on Obligor's ability to perform.

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EXHIBIT N

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1111111111111111111111111111111111

RECORDING REQUESTED BY FiRST Ál".ERiCAN TITLE

2007-0003267
Recorded I REC FEE 70. æ Official Records I

I

WO~- ~1 t)~ 02q
Recording Requested and

When Recorded Return To:

J(£ PA 60El I
Clerk-Retrder I
I

Sa Benito I

County of I

BP West Coast Products LLC 4 Centerpointe Dr., LPR 4-243 La Palma, CA 90623-1066 Attn. Daniel 1. Rolf Facility: 82461/SCDB65975 631 San Felipe Road

1!:00 ~i-7 I Page i of 22

I DS

~¿~r, C~ vbOP;) 7() NlÝ 4J

¿e~ CONSENT TO ENCUMBRANCE ~ (J~tUli1¡laS (

Space Above For Recorder's Use Only

OF TENANT'S INTEREST

THIS CONSENT TO ENCUMBRANCE OF TENANT'S INTEREST ("Consent"), dated as of htCl rc ).,

2007, is made by A V A Global Enterprise, LLC., a Californa limited liability company ("Landlord") in favor of BP WEST COAST PRODUCTS LLC, a Delaware limited liability company ("Lender").
Recitals

A. Landlord is the owner of that certain real propert located in the City of Hollister, County of San
Benito. State of California, more particularly described in Exhibit "A" attached hereto (the "Real Property").

B. Landlord and STTN Enterprise, Inc., a Californa corporation ("Tenant") previously entered into a ground lease dated January 2005 with respect to the Real Propert ("Lease"). A "Memorandum of Lease" shall be recorded in the San Benito County Offcial Records.

C. Tenant intends to constrct a gasoline station and convenience start: all iht: Real Property or make
certain alterations to an existing gasoline station and convenience store. In connection therewith, Tenant will be

entering into certain agreements with Lender to sell ARCO-branded gasoline at the gasoline station and operate the
convenience store as an am/pm mini market franchise. The Real Property as improved with any existing or future

improvements thereon shall be referred to herein as the "Property."

D. Tenant has requested that Lender make a loan (the "Loan") to Tenant in the amount of up to Four Hundred and No/100 Dollars ($400,000.00) in connection with such constrction or renovation. The Loan shall be
secured bý that certain Deed of Trust with Assignment of Rents, Securty Agreement and Fixture Filing dated as of

even date herewith ("Leasehold Mortgage"), which. Leasehold Mortgage shaH encumber Tenant's leasehold estate in the Property. The Leasehold Mortgage also encumbers Tenant's personal propert, including, but not limited to, all
merchandise, equipment, fixtures, fushigs, furntue, machiery, inventory, tools and other propert of Tenant

located at or used in connection with Tenant's operations upon the Propert, together with all additions, substitutions, replacements and improvements to the same, whether now owned or hereafter acquired and the proceeds and products thereof (collectively, the "Personal Propert").
E.
the Loan.

Tenant has requested that Landlord execute and deliver this Consent to Lender as a condition to

Landlord acknowledges that Lender would not make the Loan to Tenant in the absence of this

Agreement.

Agreement
NOW, THEREFORE, Landlord agrees as follows:

of Lease and to the encumbrance of

Fee Mortgage. . '
Ten

i. Consent to Leasehold Mortgage. Landlord hereby consents to the recording. of the Memorandum'

ant's interest in the Lease and the Propert by means of the recording of the

THis document signed in Counterpart
BP 01465
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/)
2. Representations and Warranties of Landlord. Landlord hereby represents and warrants to Lender

that: (a) Landlord is the owner of the Real Propert, (b) there are no mortgages and deeds of trst encumbering Landlord's interest in the Real Property except as otherwise disclosed on Exhibit B, (c) the Lease is unmodified
(except as shown on Exhibit C) and in full force and effect, and (d) to the best knowledge of Landlord, neither Tenant nm Landlord is in default under any of the term, covenants or conditions contained in the Lease !lor has. any event occurred which would, with the passage of time, or the giving of notice, or both, constitute a default under any of the terms, covenants or conditions contained in the Lease.

3. Amendments. Unless Lender otherwise consents in writing, such consent not to. be uneasonably withheld or delayed, (a) the Lease shall not be amended or otherwise modified, and (b) except as otherwise provided
in Section 5 below, the Lease shall not be cancelled, termnated or sU1Tendered prior to the expiration of the tenn thereof.
4. Lender's Right to Receive Notices. Landlord shall use its best efforts to mail or deliver to Lender

(at the address set forth in Section 13 below) a duplicate copy of any and all notices (individually, a "Default Notice")which Landlord may from time to time give to or serve upon Tenant pursuant to the provisions of the Lease, and such copy should be maiJed or delivered to Lender simultaneously with the maiJing or delivery of the same to Tenant.
S. Conditions on Termination after Tenant's Default. If Tenant shall default under the Lease or reject

the Lease in a proceeding under 11 U.S.c. or if any other event shall occur that wouJd permt Landlord to termate the Lease (or accept a surrender or teimination of the Lease by Tenant) or exercise any other rights or remedies
under the Lease (any such default, rejection, or other event being refelTed to herein as a "Tenant Default") and
Tenant shall fail to cure such Tenant Default withi any applicable grace period provided in the Lease, Landlord

agrees that Landlord shall not terminate or accept a sun'ender of the Lease or otherwise enforce any of its rights or

remedies under the Lease as a result of such Tenant Default unless (a) Lender shall have received written notice of such Tenant Default, and (b) Lender shall have failed to remedy such default or acquire Tenant's leasehold estate or commence foreclosure or other appropriate proceedings in the nature thereof, all as set fort in, and within the time
specified by, Section 7 below.
6. Lender's Right to Perfonn on Behalf of Tenant. Lender shall have the right, but not the

obligation, at any time prior to termnation of the Lease and without payment of any penalty, to pay all of the rents
due under the Lease, to effect any insurance. to pay any taxes and assessments, to make any repairs and

improvements. and to do any act or thing which may be necessary and proper to be done in the performance and observance of Tenant's obligations under the Lease to prevent termnation of the Lease. All payments so made and all things so done and perfonned by Lender shall be as effective to prevent a termation of the Lease as the same
would have been if made, done, and perfol1led by Tenant instead of

by Lender.

7. Lender's Right to Cure Tenant's Defaults. If any Tenant Default occurs, and if the Tenant Default

is such that possession of the Propert may be reasonably necessary to remedy the Tenant Default" Lender shall

the appJicable cure period specified in the Lease or in any Default have until the tenth (10th) day after expiration of Notice (whichever is longer) within which to remedy such Tenant Default, provided that (a) Lender shall have fully cured any default in the payment of any monetary obligations of Tenant under the Lease within such ten (10) day period and shall continue to pay currently such monetary obligations as and when the same are due and (b) Lender
sl1all have acquired tenant's leasehold estate created by the Lease or commenced foreclosure or other appropriate

proceedings in the nature thereof within such period, or prior ther.eto, and is diJigently prosecuting any such
proceedings. All right of LandJord to termnate the Lease as the result of the occurence of any such Tenant Default shall be subject to; and conditioned upon, Landlord first giving Lender a written notice of any such Tenant Default and Lender failing to remedy such default or acquire Tenant's leasehold estate created by the Lease or commence foreclosure or other appropriate proceedings in the nature thereof as set forth in and the withn times specified by

this Section 7. .

8. Tenant Defaults Which Cannot Be Remedied. Any Tenant Default under the Lease which in the

nature thereof cannot be remedied by Lender shall be deemed to be remedied if (a) with.in ten (10) days after expiration of the applicable cure period specified in the Lease or in any notice of Tenant Default (whichever is

longer). or prior thereto, Lender shall have acquired Tenant's leasehold estate created hereby or shall have

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~
commenced and is diligently prosecuting foreclosure or other appropriate proceedings in the nature thereof; (b) Lender shall have fully cured any default in the payment of any monetary obligations of Tenant under the Lease
which do not require possession of the Propert; and shall continue to pay currently such monetary obligations as

and when the same are due and (c) after gaining possession of the Property, Lender perform all other obligations of Tenant under the Lease as and when the same are due.
Lender is prohibited by any process or injunction issued 9. Tolling of Foreclosure Time Periods. If by any court or by reason of any action by any cour having jurisdiction of any bankptcy or insolvency proceeding involving Tenant from commencing or prosecuting foreclosure or other appropriate proceedings in the nature
thereof, the time periods specified in Sections 7 and 8 above for commencing or prosecuting such foreclosure or

other appropriate proceedings shall be extended for the period of such prohibition. However, Lender must have fully cured any default in the payment of any monetary obligations of Tenant under the Lease and shall continue to pay currently such monetary obligations as and when the same fall due.
10. Nondisturbance of Lender's Possession; Lender's Liability and Rights. Foreclosure of a

Leasehold Mortgage, or any sale thereunder, whether by judicial proceedings or by vire of any power contained in the Leasehold Mortgage, or any conveyance of the leasehold estate created by the Lease from Tenant to Lender through, or in lieu of, foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of Landlord or constitute a breach of any provision of or a default under the Lease. Upon such foreclosure, sale, or conveyance, Landlord shall recognze Lender, or any other foreclosure sale purchaser, as tenant under the Lease. If
Lender becomes the tenant under the Lease, (a) Lender shaH have the same rights as Tenant with respect to any
(b) Lender shall be personally liable for the obligations of

unexercised extension options, rights of first refusal, rights of first offer or purchase options contained in the Lease.; Tenant under the Lease only for the period of time that Lender remains tenant thereunder; and (c) Lender shall have the right to assign the Lease to a nominee or assignee of Lender, subject to Landlord's approval, which shall not be umeasonably withheld or delayed, without Lender assuming the obligations of Tenant under the Lease. If Lender subsequently assigns or transfers its interest under
the Lease after acquiring the same by foreclosure or deed in lieu of foreclosure, and in connection with any such

trst encumbering such leasehold interest to secure a portion of the purchase price given to Lender for such assignment or transfer, then such morrgage or deed of trust
assignment or transfer Lender takes back a mortgage or deed of

shall be considered a Leasehold Mortgage as contemplated under this Section 10 and any other provisions of this

Consent intended for the benefit of Lender.
(a)

Lender

11. Rights in Personal Propert. Landlord acknowledges and agrees that aH Personal Propert of

Tenant. whether or not affixed to the Property, and notwithstanding any Lease provisions to the contrary, shall remain personal propert and shall not be subject to any lien, claim or other interest of Landlord. Landlord consents to the installation of the Personal Propert on the Propert, agrees that Lender may do to and with the Personal Property any or all of the acts below enumerated, and grants Lender a right, as set forth below, to enter into
possession of the Propert to do any or all of the foHowing (the "Permtted Actions") with respect to the Personal

Property: assemble, have appraised, display, sever, remove, maintain, prepare for sale or lease, advertse, inspect, repair, lease, transfer, and/or sell (at public auction or private sale). Lender shaH have the right to enter into and to
occupy the Propert, for the puroses described above, for an actual occupancy period of up to one hundred twenty

days (at Lender's discretion), provided Lender has cured any monetary defaults under the Lease as provided above in Sections 7(a) and 8(b), following the later of: (a) Landlord placing Lender in possession of the Propert; and (b)

abandonment or surrender of the Propert by Tenant, whether voluntary or involuntary. Landlord shall be
reimbursed for, or Lender shaH cause to be repaired, at its expense, all physical damage to the Propert caused by the removal of the PersonaJ Propert. Landlord acknowledges that at any time prior to Landlord placing Lender in possession of the Propert, or abandonment of or surrender of the Propert by Tenant, Lender may take any or all of

the Permitted Actions subject only to Lender's agreements with Tenant.
,12. Notices. Any notice required or permtted to be given to any part under ths Agreement shall be

in writing and shall be given by (i) facsimile transmission, (ii) certified maii retun receipt requested, or (iii) hand
delivery, addressed as follows:,

3

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~
(a)

If to Landlord:
A V A Global Enterprise, LLC, 631 San Felipe Rd.

Hollister, California 95923 Attention: Nazim M.N. Faquiryan
Toan To Tao To

Sayed M.N. Faquiryan
Facsimile No.:

(b)

If to Lender:
BP West Coast Products LLC 4 Centerpointe Drive

La Palma, California 90623-1066 Attention: Site Acquisition Manager Facsimile No.: 714-670-5178

Such notices shall be deemed received (i) upon delivery, if delivered by hand or by facsimle transmission (with conIIrmation of receipt), or (ii) three days after having been deposited in the U.S. mail, postage prepaid, if mailed. Any party may change its address for notice hereunder by notice given as provided above.
13. Countemarts. This Consent may be executed in any number of counterparts, each of which shall

constitute one original, but all such counterparts taken together shall constitute one and the same instrment.
14.

Termation of this Consent. This Consent shall automatically termnate upon full repayment of

Loan.

15. Successors and Assigns. This Consent shall inure to the benefit of and be binding on the parties
hereto and their respective successors and assigns.

16. Governing Law. This Consent shall be governed by and construed in accordance with the laws of
the State of California.
17. Entire Agreement. This Consent contains all of the agreements and understandings between the
parties with respect to the subject matter of this Consent. All prior oral or wrtten promises, representations,

agreements or understandings, express or implied, in connection with the subject matter of this Consent are
expressly merged herein and superseded hereby. In the event of any confict between the tern and conditions

contained in this Consent and the terms and conditions contained in the Lease, the terms and conditions contained in
this Consent shall prevaiL
18. Attorney's Fees. If any lawsuit, reference or arbitration is commenced which arises out of or

relates to this Consent, the prevailing party shall be entitled to recover from the other part such sum as the cour,

referee or arbitrator may adjudge to be reasonable attorneys' fees in such action, in addition to costs and expenses
otherwise allowed by law.
IN WITNESS WHEREOF, the partes have executed this Consenr as of

the date first wrtten above.

SIGNATURES ON FOLLOWING PAGE

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)
"LANDLORD"
A V A GLOBAL ENTERPRISE, LLC.,

a California corporation

By: ~~~
Sayed M.N. Faquiryan
By:

By: 'Á.A ~ Lv
Tao To
~

By: ~J~~
Sayed M.N. FaqGryan '
AGREED AND ACCEPTED BY:

-: ~'~
Toan To

~

"TENANT":
STTN ENTERPRISE, INC.,

a Californa corporation

By' x:~
Nazim S. . Faquiryan
President/CEO
J

=-?Î By: ~--~
Sayed M.N. Faquiryan Secretary and Treasurer "LENDER"
BP WEST COAST PRODUCTS LLC,

a Delaware limited liability company

By:
JeffM. Cary

V ice President

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Landlord's Lender's Agreement
with all its successors and assigns and together with any part which obtains title to the Real Propert by means

l(
a

rJllA , "" \ ii Jjíí ("L,"dl"d', Londd'), tog"h"

forec!osure, a deed in lieu of forec!osure, or otherwise, hereby agree that upon obtainng title to the Real Property of that (i) any and all of such parties obtaining title to the Real Propert shall be bound by all of the terms, covenants,
conditions and agreements contained in this Consent as if such party were the LandJord hereunder and (ii) upon

Lender or a Successor or assign of Lender obtaining Tenant's interest in the Lease, by means of foreclosure, an assignment by Tenant in lieu of forec!osure, a new Jease being entered into, or otherwise, that Lender and Lenders'
participants and their successors ànd assigns shall succeed to the Tenant's interest in that certain Subordination,
Non-Disturbance and Attornent Agreement executed between Landlord's Lender and Tenant contemporaneously

herewith as if Lender were the original tenant under such Agreement. The terms of such Subordination, NonDisturbance and Attornent Agreement shall not be amended or modified without Lender's prior written consent.

"LANDLORD'S LENDER"

~\~

,.

By:
Its:

(Printed Name and Title)

,.

.'.'''.'-'

...

BP 01470
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1
ACKNOWLEDGMENT

State of California ,
County

of c.Y/1 ~,, ~

,

On l-l ,11'S'I;l0 '
on the oasis'" satisfactory

l. 'd/V i , personally appeared

" ~'o¥f~ l¡¡~\ic.

..-r A . , personally known to me.( or proved to me evidence) b e per (s) whose name(s) iS/4f subscribed to the within instrument

and acknowledged to me that he/~y executed the same in his!\:¡;rltll~ir 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 instrment.

WITNESS my hand and official seaL.

~~
County

Z.Z:7"-~ _..,,' .-(Signáire.)--.-- .. . "\

Commi' 1$$761 I -. Notary Claro - Coi Sato Pu Couty
"

~ MIN FAQUAN

I.Co.Ex"' 13. 3D

ACKNOWLEDGMENT

State of Californa

of ,YÆJ- 6~1v

~--r'1 ,?u.blic.

On

i, before me, ' personaJly appeared
, - ç;. , personaJly known to me (or proved to me

on the basis 0 satisfactorye ¡den to be e person(s) whose name(s) is/!Iubscribed to the within instrument

and acknowledged to me that he~y executed the same in his/kef/their authorized capacity(ies), and that by
his/\.er/tR~ signatue( s) on the instrment the person(s), or the entity upon behalf of which the person(s) acted,

executed the instrument.

-~~~

WITNESS my hand and official seaL.

c(;:nature) - ~¿~.,

~

l"""" .. .. .. .. .. ...... .. - Comon'.. 1494761 T
~ Sato Ciao County f 61 MINA FAQUIRAN MyCa.EJCJu 13.2D
l -. Notar Publi - CoJ/toml l

------------------- ;

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ALL-PURPOSE ACKNOWLEDGMENT

?;

before me,
SIGNER(S)

pperSOnaiiy known to me

- OR -

o proved to me on the basis of

MINA FAQUIRYAN
i . -. ': Notary Public - C.aUfOmla l

satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that h~hey executed the same in hi~heir authorized

capacity(ies), and that by hi~their
signatures(s)on the instrument the person(s),
J

Santa Clara County (i-"" Commission # 1494761 2D My cor. ~Ju 13.

or the entity upon behalf of which the

person(s) acted, executed the instrument.

~OffCia! sea!
../ . -.') "..~ ,d. '-~~~S ;~GNA1URE

--

OPTIONAL INFORMATION
The information below is not required by law. However, it could prevent fraudulent attachment of this acknowledgment to an unauthorized document.

CAPACITY CLAIED BY SIGNER (PRINCIPAL)
o INDIVIDUAL o CORPORATE OFFICER

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT
TlTlE(SI

o PARTNER(S) o ATIORNEY-IN-FACT
o TRUSTEE(S)

NUMBER OF PAGES

o GUARDIAN/CONSERVATOR

DATE OF DOCUMENT

o OTHER:
OTHER
'" c:

~

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)

RIGHT THUMBPRINT OF

';5

.c E ::

SIGNER

..

õ. c.
,2

APA 5/99

VAUY-SllRR, 800362-3369

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ALL-PURPOSE ACKNOWLEDGMENT
..~~~

1

lss .
On
personally

appeared

.-, le5
- OR -

/tL
SIGNER(S)

~.. . ~ N'~'j¡~
/ (NaJ Y) It', /--, - i '

;øersOnaiiy known to me

o proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s)
is, subscribed to the within instrument and

acknowledged to me that he/"l::G/thcy-executed

~ MiNA FAQUIRYAN
.-" . Commison # 1494761

the same in his/i:er,'th.er authorized
capacity(ies), and that by hislh88/tl:eir
signatures(s) on the instrument the person(s),
or the entity upon behalf of which the

i -.' Notoo Public. CoIfomi l

i "O - - Ciao County t Santo ~:o_~~l:~ J

person(s) acted, executed the instrument.

'¿~~ -WITNESS my hand and offcial seaL.
S SIGNN~

OPTIONAL INFORMATION
The information below is not required by law. However, it could prevent fraudulent attachment of this acknowledgment to an unauthorized document.

CAPACITY CLAIMED BY SIGNER (PRINCIPAL)
o INDIVIDUAL o CORPORATE OFFICER

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT
1TE(S)

o PARTNER(S)
o ATIORNEY-IN-FACT
o TRUSTEE(S)

NUMBER OF PAGES

o GUARDIAN/CONSERVATOR

DATE OF DOCUMENT

o OTHER:
OTHER,
i! " ::

.c

SIGNER is REPRESENTING:
NAME OF PERSON(S) OR ENTITY(lES)

RIGHT THUMBPRINT
OF

.a

a.
E

SIGNER

,5
Õ

"
a.

~

APA 5/99

VALLEY-SIERR. 800-362-3369

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10
EXHIBIT "A"
Legal Description of Real Property

THE LAND REFERRED TO HEREIN BELOW is SITUATED IN THE CITY OF HOLLISTER, COUNTY OF SAN BENITO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
ALL THAT REAL AND CERTAIN PROPERTY LOCATED IN THE CITY OF HOLLISTER, COUNTY OF SAN

BENITO, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 1 AS SAID PARCEL IS SHOWN
UPON THE PARCEL MAP RECORDED IN BOOK 7 OF PARCEL MAPS AT PAGE

59, OFFICIAL RECORDS,

AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWESTERLY CORNER OF PARCEL 1 AS SHOWN UPON SAID MAP;
THENCE N 2 DEGREES 06 MINTES 20 SECONDS E, 183.8 FEET ALONG THE RiGHT OF WAY OF SAN FELIPE ROAD (STATE HWY. 156) TO THE TRUE POINT OF BEGINING;

THENCE FROM SAID TRUE POINT OF BEGINING, CONTINING ALONG SAID RiGHT OF WAY, N 2 DEGREES 06 MINTES 20 SECONDS E, 176.48;
THENCE NORTHEASTERLY ON THE ARC OF A TANGENT CURVE TO THE RlGHT CONCAVE TO THE

SOUTHEAST, HAVING A RAIUS OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 90 DEGREES 28 MINUTES 10 SECONDS, FOR AN' ARC LENGTH OF 31.8 FEET TO A POINT ON THE SOUTHERLY RlGHT OF WAY LINE OF CHAPPELL ROAD.

THENCE EASTERLY ALONG SAID RlGHT OF WAY LINE, S 87 DEGREES 25 MINTES 30 SECONDS E
146.84 FEET;

THENCE LEAVING SAID LINE. S 2 DEGREES 06 MINUTES 20 SECONDS W, 222.81 FEET;

THENCE N 87 DEGREES 25 MINTES 11 SECONDS W, 90.03 FEET; THENCE N 79 DEGREES 10 MINTES 29 SECONDS W, 60.93 FEET;

THENCE N 41 DEGREES 33 MINTES 35 SECONDS W, 24.26 FEET TO THE TRUE POINT OF BEGINING.
APN: 051-100-040

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\\
EXHIBIT lOB"
Existing Mortgages and Deeds of Trust Encumbering the Real Property
One Only: Type:
Amount:
Firm:

Blanket Encumbrance

$1,925,000.00
Omni Financial

Recorded:
Doc No.:
3A V AI04

9

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EXHIBIT "C"
Modifications to Lease

\v

None

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\/J~
Recording Requested and

When Rec