HomeMy WebLinkAbout1986-094
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San Bern~rdino
60,009-57-3
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RESOLUTION NO. 86-94
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)
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JWB507:458.2
03-03-86 (JAS:rr)
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San Bernardino
60,009-57-j
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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 "Second
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 Second Amendment. The
Second Amendment, contained in the attached "Exhibit A," is
hereby accepted and approved.
Section 2. This Resolution shall take effect upon
its adoption.
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JWB507:458.2
03-03-86 (JAS:rr)
I.
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
San Bernardino at a regular meeting thereof, held on the
17th day of
March
, 1986, by the following vote,
to wit:
AYES:
Council Members Estrada, Reilly,
Hernandez. Frazier. Strickler
NAYS:
None
ABSENT:
Council Members Marks. Ouiel
ABSTAIN:
None
~+~A~1?(t1I;
The foreqoing Resolution is hereby approved this
I N:1c day of
March
, 1986.
~~ vJ)J -
Mayor of t~ city of ~
San Bernardino, California
,j\,pproved as to form:
"'-~~. -I1J~../7
i~~~
city Attorney
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JWB507:458.2
03-03-86 (JAS:rr)
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BEST PRODUCTS CO., INC.
SECOND AMENDMENT TO FINANCING AGREEMENT
(San Bernardino, CA Project)
DATED AS OF DECEMBER 1, 1984
THIS SECOND AMENDMENT, dated as of January 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, (the Financing Agreement)
pursuant to which the Bond Purchaser has agreed to lend to the Borrower on the
terms and conditions set forth therein. 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. Subsections 6.8(b) and 6.8(c) of the Financing Agreement are hereby
amended in their entirety to read as follows:
"6.8(b)
"6.8(c)
Net Worth Maintenance. Maintain at the end of each fiscal quarter
in each fiscal year, Consolidated Tangible Net Worth of at least the
sum of: (a) the greater of (i) $320,000,000 or (Ii) $389,000,000 less
the aggregate purchase price of all shares of Best Common Stock
purchased by Best since June 29, 1984, (b) fifty percent (5096) of
Best's cumulative Consolidated net earnings for fiscal years after
January 28, 1984, but without deducting any losses, and (c) seventy-
five percent (7596) of the net proceeds received by Best from the sale
for cash of additional shares of Common Stock of Best after
January 28, 1984."
Operating Charge Maintenance. Maintain a ratio at the end of each
fiscal quarter in each fiscal year, of (a) earnings before provision for
income taxes and extraordinary items, plus (b) net interest expense
plus (c) operating lease payments (all for the four most-recent fiscal
quarters including the quarter as of the end of which the
determination is made) to (a) net interest expense, plus (b) operating
lease payments (all for the four most-recent fiscal quarters including
the quarter as of the end of which the determination is made) of not
less than .85:1 for the fourth fiscal quarter in fiscal 1985, and 1.5:1
for each fiscal quarter thereafter beginning with the first fiscal
quarter in fiscal year 1986, all of the above as reported in the
financial statements of Best prepared in accordance with generally
accepted accounting principles."
3. Ratification. Except as expressly amended hereby, all of the provisions of the
Agreement are ratified and confirmed as in full force and effect.
1002aJl/2784a/2/4
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4. Counterparts. This Amendment may be signed in any number of counterparts as if
such signatures were upon the same instrument.
WITNESS the following signatures.
l002a!2!2784a!2!15
SOVRAN BANK, N.A. u fl
By: 4~~
Title: Jfi!i :l'M~ .
By:
Title:
'tYlrJ