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Home My WebLink About1986-485 .,. San Bernardino" 60,009-57-1 RESOLUTION NO. fl6-485 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO PROVIDING FOR CERTAIN AMENDMENTS TO A FINANCING AGREEMENT; AND APPROVING SAID AMENDMENTS (Best Products Co., Inc. Project) WHEREAS, the Mayor and Common Council of the city of San Bernardino (the "Issuer") on December 17, '1984, adopted the following Resolution: RESOLUTION NO. 84-546 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A CERTAIN FINANC- ING PURSUANT TO ORDINANCE NO. 3815 OF THE CITY; AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF ITS CITY OF SAN BERNARDINO, INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1984A (BEST PRODUCTS CO., INC. PROJECT), FOR THE PURPOSE OF PROVIDING FUNDS FOR THE ACQUISITION AND CONSTRUCTION OF SUCH PROJECT; APPROVING A CERTAIN FINANCING AGREEMENT WHICH MAKES CERTAIN PROVISIONS FOR THE BONDS AND FOR A LOAN OF THE PROCEEDS TO BEST PRODUCTS CO., INC.; APPROVING A FORM OF BOND AND AUTHORIZING ITS EXECUTION; AUTHORIZING SUCH OTHER RELATED DOCUMENTS AND FURTHER ACTION AS MAY BE NECESSARY TO CONCLUDE THE ISSU- ANCE, SALE AND DELIVERY OF SUCH BONDS; AND MAKING CERTAIN FINDINGS AND DETER- MINATIONS IN CONNECTION THEREWITH (Best Products Co., Inc. Project) -1- JWB507:458.3 12-02-86 (JAS:ld) San Bernardino. 60,009-57-3 WHEREAS, the Financing Agreement submitted and approved by said Resolution No. 84-546 contained certain financial covenants of Best Projects Co., Inc. (the "Company"); and WHEREAS, the Issuer, the Company and Sovran Bank, N.A. (the "Purchaser") have previously entered into certain amendments of the Financing Agreement (the "Amendments"); and WHEREAS, the Company has requested certain addi- tional amendments, attached hereto as Exhibit A (the "Fourth Amendment") to said Financing Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: section 1. The Financing Agreement, dated as of December 1, 1984, between the Company, the Issuer and Sovran Bank, N.A. (the "Purchaser") as modified by the Amendments is hereby further modified by the Fourth Amendment. The Fourth Amendment, contained in the attached "Exhibit A," is hereby accepted and approved. section 2. This Resolution shall take effect upon its adoption. -2- JWB507:458.2 03-03-86 (JAS:rr) San Bernardino 60,009-57-3' " I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of adjourned San Bernardino at a/regular meeting thereof, held on the Rt-h day of to wit: DAr.Amhp..r , 1986, by the following vote, AYES: Council Members Estrada, Reilly, Hernandez, Marks, Frazier NAYS: None ABSENT: Council Members Quiel,Strickler ABSTAIN: None ~$?/'~d1tI' ./ City Clerk The foregoing Resolution is hereby approved this R+h day of njOr""pmnQr , 1986. l!:td c?t~ San Bernardino, California Approved as to form: ~,4?~ )1. to.a::f( City Attorn ' ATTEST: ~ffi'l~* city Clerk -3- JWB507:458.2 03-03-86 (JAS:rr) .I BEST PRODUCTS CO., INC. FOUR'l'H AMENDMENT TO FINANCING AGREEMENT (San Bernardino, CA Project> DATED AS OF DECEMBER 1, 1984 'l'HIS FOUR'l'H AMENDMENT, dated as of October 31, 1986, is made by and among BEST PRODUCTS CO., INC., a Virginia corporation (the "Borrower"), the CITY OF "SAN BERNARDINO, CALIFORNIA, a Charter City organized and existing under the Constitution of the state of California and the City Charter of the City of San Bernardino (the "Issuer"), and SOVRAN BANK, N.A., a national banking association (the "Bond Purchaser"). 1. Recitals. The parties have entered into a financing agreement dated as of December 1, 1984, as amended November 1, 1985, January 31, 1986, and May 2, 1986, (the "Financing Agreement") pursuant to which the Bond Purchaser has agreed to lend to the Borrower on the terms and conditions set forth below. The parties desire to amend the Financing Agreement as set forth below. Terms used herein as defined terms will have the same meanings given to such terms in the Financing Agreement. 2. Amendments. (a) Article I of the Financing Agreement is hereby amended by adding thereto the following definitions: "Credit Agreement, Covenants." For purposes of Sections 6.8(a), 6.8(b) and 6.8(c) of this Agreement, the covenants set forth in Sections 5.1.2, 5.1.3 and 5.1.4 (individually, a "Covenant," and collectively, the "Covenants") of the Revolving Credit Agreement (the "Credit Agreement") dated as of May 2, 1986, by and among the Borrower, the Bond Purchaser and eight other banks, as amended October 31, 1986, shall remain in full force and effect notwithstanding any amendment, termination, cancellation or other modification of the Credit Agreement, except that so long as the Bond Purchaser remains a party to the Credit Agreement or any credit agreement substituted therefor, (i) the terms "Credit Agreement", "Covenant" and "Covenants", as used in this Agreement, shall refer to the Credit Agreement and Covenants as the same may be amended, from time to time, after the date hereof and to any substituted credit agreement and the corresponding covenants contained therein, and (ii) any waivers or consents granted under the Credit Agreement shall also be deemed granted by the Bond Purchaser and the Issuer under this Agreement. All of the terms defined in the Credit Agreement that are used in the Covenants shall have the same meaning for purposes of defining such terms under this Agreement." ~ .. (b) Sections Agreement are follows: "6.8 (a) "6.8(b) "6.8(c) 6.8(a), 6.8(b) and 6.8(c) of hereby amending in their entirety the Financing to read as Ratio of Consolidated Unsubordinated Liabilities to Consolidated TanQible Net Worth. The Covenant set forth in Section 5.1.2 of the Credit Agreement is incorporated herein by reference." Net Worth Maintenance. The Covenant set forth in Section 5.1.3 of the Credit Agreement is incorporated herein by reference." Operating set forth Agreement reference." CharQe Maintenance. in Section 5.1.4 of is incorporated The Covenant the Credit herein by Ratification. Except as expressly amended prov1s1ons of the Financing Agreement confirmed as in full force and effect. 3. 4. Counterparts. counterparts instrument. hereby, all of are ratified the and This Amendment may be signed in any as if such signatures were upon number of the same WITNESS the following signatures. SOVRAN A;;L , 1//~ . Spencer asurer ATTEST: ~4/Z~~ city Clerk By: Title: By: Title: Mayor ~ 4-oZ:; ~ .-,f. A.~. linda/keith/amendments/sanberdo4