HomeMy WebLinkAboutR03-RDA Item
-
-
- -
'0
o 0
. Redevelopment Agency · City of San Bernardino
~ Norlh "D" SINeI, Faarth FIaor . SIIlIlemmlino, Califamla 92418
(714)384-S081 FAX (714) 888-9413
o
PrIde ~
e-
SEPTEMBER 13. 1990
SCOTT PAPER COMPANY INDUSTRIAL DEVELOPMENT
BONDS OF 1982. SECOND AMENDMENT TO THE LOAN AGREEMENT
Synopsis of Previous Conrnission/COuncll/Committee Action:
06-21-82 Mayor and Conrnon Council adopted Resolution 82-270 approving funding
for the Industrial Development Financing. Issue of 1982. Scott Paper
Company Project.
01-08-84 The Mayor and Common COuncil adopted Resolution 84-759 approving a
First Amendment to the Loan Agreement with Scott Paper Company.
Recommended Motion:
o
(MAYOR AND COMMON COUNCIL>
To adopt a RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO. CALIFORNIA. APPROVING THE FORM OF A CERTAIN SECOND .
AMENDMENT TO THE LOAN AGREEMENT IN CONNECTION WITH THE $1.000.000
AGGREGATE PRINCIPAL AMOUNT OF 12-1/41 INDUSTRIAL DEVELOPMENT REVENUE
BONDS (SCOTT PAPER COMPANY PROJECT). 1982 SERIES A.
Respectfully Submitted.
Supporting data attached: Yes
Funding requirements: NA
Commission Notes:
Ward:
Project: lOB
1 358A
Agenda of: ~tember 17. 1990
Item No.: -.1'E::?
o
o
o
o
.
-
'0
o
o
o
S T A F F R E P 0 R T
On June 21, 1982. the Mayor and Common Council adopted Resolution 82-270
provid'Ing for the Issuance of Industrial Development Bonds. Issue of 1982, for
Scott Paper Company Project In the amount of $1.000,000, and,approving the
Loan Agreement wIth Scott Paper Company.
On January 8. 1984. the Mayor and Common Council adopted Resolution 84-7
approvIng the substItution of Scotfoam CorporatIon for Scott Paper Company as
the oblIgor relatIng to the IndustrIal Development Revenue Bonds. and
authorized the First Amendment to the Loan Agreement. Scotfoam CorporatIon
assumed all of the obligations of Scott under the terms of the Loan Agreement
and the FacilIties were sold to the Scotfoam Corporation.
Subsequent to the execution of the First Amendment. Scotfoam CorporatIon ,and
Knoll InternatIonal HoldIngs. Inc. a Delaware Corporation ("KIHI") entered
into an AssumptIon Agreement whereby Scotfoam CorporatIon was merged Into
KIHI, and KIHI assumed all of the obligatIons of Scotfoam Corporation under
the FIrst Amendment. KIHI formally changed Its name to "21" International
Holdings. Inc. as of August 31. 1990. In order to facilitate the transfer of
the obligatIons of the "21" InternatIonal Holdings, Inc. to Foamex LP. "21"
International seeks the approval of the Second Amendment from the City. "21"
InternatIonal HoldIngs, Inc. has agreed to contribute all of Its assets and
all of the business of Its Foamex DivisIon to Foamex and seeks the approval of
the CIty as to the assumptIon of all of the obligatIons under the First
Amendment. '
"21" International Holdings. Inc. has agreed to pay all of the administratIve
and legal costs in connectIon with the approval of the Second Amendment (the
IndustrIal Development Bond Program Is admInIstered by the Agency on behalf of
the City>'
~.,--
o
o
o
.c.
o
o
o
SBEOOOOl-376\es
09\11\90 4:15
RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMKON COUNCIL
OF THE CITY OF SAN BERNARDINO, CALIFORNIA,
APPROVING THE FORK OF A CERTAIN SECOND
AMENDMENT TO THE LOAN AGREEMENT IN
CONNECTION WITH THE $1,000,000 'AGGREGATE
PRINCIPAL AMOUNT OF 12-1/4' INDUSTRIAL
DEVELOPMENT REVENUE BONDS (SCOTT PAPER
COMPANY PROJECT), 1982 SERIES A
WHEREAS, Scott Paper Company (the "Scott") has previously entered
into a certain Loan Agreement dated as of June 1, 1982 (the "Loan Agreement")
with the City of San Bernardino (the .City") in connection with the City of San
Bernardino 12-1/4' Industrial Development Revenue Bonds ("Scott Paper Company
Project"), 1982 Series A in the aggregate principal amount of $1,000,000 (the
"Bonds"); and
WHEREAS, subsequent to the issuance of the Bonds the City approved
a certain amendment to the Loan Agreement dated as of January 10, 1984 (the
"First Amendment") with Scott whereby Scotfoam Corporation assumed all of the
obligations of Scott under the terms of the Loan Agreement and whereby the
Facilities which were the subject of the Loan Agreement were sold to Scotfoam
Corporation; and
WHEREAS, subsequent to the execution of the First Amendment, Scotfoam
Corporation and Knoll International Holdings, Inc., a Delaware Corporation
("KIHI") entered into a certain Assumption Agreement whereby Scotfoam Corporation
- 1 -
c
o
o
~
-
-
-
'0
o
o
o
was merged into KIHI and KIHI assumed all of the obligations of Scotfoam
Corporation under the terms of the First Amendment; and
WHEREAS, KIHI formally changed its name to "21" International
Holdings, Inc. as of August 31, 1990; and
WHEREAS, "21" International Holdings, Inc. now seeks the City's
approval of a certain Second Amendment to the Loan Agreement (the "Second
Amendment"), a copy of which is attached hereto as Exhibit "A" and incorporated
herein by this reference in order to facilitate the transfer of the obligations
of "21" International Holdings, Inc. to Foamex LP, a limited partnership
organized and existing under the laws of the State of Delaware ("Foamex"); and
WHEREAS, pursuant to the terms of the Second Amendment, "21"
International Holdings, Inc. has agreed to contribute all of its assets and all
of the business of its Foamex Division to Foamex and seeks the approval of the
City as to the assumption of all of the obligations of "21" International under
the terms of the First Amendment; and
WHEREAS, "21" International Holdings, Inc. has agreed to pay all of
the administrative costs of the City as well as applicable attorneys' fees in
connection with the approval of the Second Amendment.
NOW', THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS
FOLLOW'S:
- 2 -
c
o
o
~
1.
.IL.
-
'0
o
o
o
Section 1. The Recitals hereinabove are true and correct and
incorporated herein by this reference.
Section 2. The Council hereby approves the form of the Second
Amendment, a copy of which is attached hereto as Exhibit "A" and incorporated
herein by this reference and authorizes the execution thereof by the City upon
the approval of the Second Amendment by Bond Counsel to the City and upon the
payment by "21" International Holdings, Inc. of all administrative costs and
attorneys' fees in connection with the approval of the Second Amendment.
- 3 -
c
o
o
.c.
,~
o
o
Section 3. This Resolution shall take effect upon the date of its
adoption.
I HEREBY CERTIFY that the foregoing resolution was duly adopted by
the Mayor and Common Council of the City of San Bernardino at a
meeting thereof; held on the day 'of
. 1990, by the following vote, to wit:
AYES:
Council Members
NAYS:
ABSENT :
City Clerk
The foregoing resolution is hereby approved this
. 1990.
day of
Mayor of the City of
San Bernardino
Approved as to form and legal content:
JAMES F. PENMAN
City Attorney
BY:~
../City Atto y
SBEOOOOl-376
- 4 -
c
o
o
-0
i:J
OHIBIT ">0
ncmm ~~
SECOND ~ (hareinatter called "this Second
Amendment"), dated .s ot the 17th day ot Septuber, 1990, made by
and U1Dnq the CITY OF SAN BDNARJ:lINO, . charteroi'ty of the state
of Califozonia (the "Cit:lfll), party of the first part, '21'
INTERNA'rXONAL HOLDINGS, INC., . corporation org'anized and
exi.ting under the law. of the .State ot Delaware (the
"Cot'poration"), party of the seCOnd part, and J'oamax, LP, a
limited partnership orqanized andaxiat1n9' under the. laws of the
state of Delaware. (t1Fouextl), to be substituted hereby as P&Z'ty
ot the .econd part.
.1l .. ~ 11 ~ I I ~ ~ B:
WBDEAS, for proper and laWful public PurPO.e., the City has
duly authorized IJDd bsued $. 1,0011,000 ago. g'regate principal DOunt
ot its 12\' Industrial Development aevenue Bonda (Soott Paper
Company ProjeQt:), 1982 series A (the "90n~."), pursuant to the
tU'1l\S and provisions ot the Tzouat Indenture, dated as of June 1 i
1982 (tblia "IndentUi'e"),. batwelian the City and security Pacific
National Bank, a.~.tee (the "~tee");
WHEREAS, the City entered into a Loan A9Z''''aent: dated as of
June 1, 1'82 (the "Agre_ent") with the scott: Paper. Company
("Scott") under Which theCit:yaqre.d to i..ue and .ell the Bonda
and to loan the procead8. thereof to Soott to finance the
Pacll1't.1as (aa defined therein), and under Which Scott agreed to
repay the loan that: financed the Facilitie. 'through installment
payments calculat:ad to pay th. principal of and interest on the
Bonds;
WHEREAS, tha .a.greenumt was amended by an Amendment: dated aa
of January 10, 1984 (~e "Firat Amei14IIIent:lt) in ordertopenait
the SCO'1'FOAM CORPORAT%Ol( ("8OOtfoo"). to assume all the .
Obligations Of hottunder the Ag're_ent,to release Soott in
full from an:lf and all liability tor any and all its obligations
and agre...nt. Under and pursuant 1:0 the Aqreement, and to
provide tor irrevocable letter. of ore4it: to support payments
Under the .a.gre_ent calculated ~o pay the principal ot and
interest on the Bonds.
WHEREAS, scottoam merqed with and.1nto Knoll International
Holding'S, Inc., . Delawue corporation ("IaUI") and parent ot
Soottoam, with KIHI baing the surviving entity and the Facilities
becominq part of KIHI's Foamex Division.
WHEREAS, lCIHI changed its name to '21' International
Holdings, Inc. on Augu.t 31, 1990.
WHEREAS, the Corporation has aqr..d to Clontril:nate
SUbstantially all its .s.ets and the busines. of its Foamex
Division, inclUding the Faoilitie.,. to Foamex Which is a new
lim1 ted partnership to be headquartered in East Providence, Rhode
o
o
o
4..
-
-
'0
o
o
o
Island to be operated by the current management of the Foamex
Division.
WHEREAS, the COrporation and ,"oamex deaire to enter into
this Second AIIIendment t.o the ..-.nt with the city in order to
permit. Foamex to assume all of the obligations of the Corporation
under the Agreement.
WHEREAS, Citibarsk, N.A., opened and bau84 a clean
irrevocable latt<<rof oredit in favor of the.Trustee for an
amount not to exceed the aggr89at:. of $1,121,875.00;
NOW, 'l'HEREFORB, 'l'BIS ~ WI'l'NESSBTH that for and in
consid.raUon o:l! the premia.s and of the covenanta contained
h<<rein, the parties heretO, int.ending t.o be l8gally bound hereby,
Do HEREBY AGREE as follOWll:
ARTrCLB I
ASSmlPTION OF OBLIGATIONS
Section 1.01. Fo-.ex hereby agree. to assume any and all
cbl1gaUona of the. Cortloratlon under the Agreement and the Firat
AIIlandllant and to perform and to observe all other agreements of
the COtporation thereunder, to t:he same extent as if FOQex had
originally executed the .eamant lnd the Pust AIIIenCbllent..
Section 1.02. SecUon 5.01 of the Agreement 18 hereby
amended and :t'estatad a. follows:
Seotion 5.01. '1'he Corporation covenants that it
will maintain its existence, Will not dissolve or
otharWi.e dispose of all Qr substantially all it.
aaaat. end will not c:onsol1dat:e with or merge into
another enUty,provic1ad, h4;lwevu, that the Corporation
~y consol1dat.e with or merge into another enUty, or
..11 or otherwbe transfert;C) another entity all or
sUbetantiallyell it. asseta, it the auccessor entity
&8.um.a in wriUngall the Obligations ot the .
Corporation herein. .
It consolidation. m<<rqer or aa1e or other tranafer
is made as permitted by this Section, the provisions of
this SecUon shall continue in full toree and effect
and n4 f~er consolidation, merqer or aa1. or other
t:ranshr shall be made except in compliance with the
providons of this SecUon.
UnCLE II
REPRBSEN'l'ATIONS
Section 2.01. Foamex is a limited partner.hip duly
orqanized and in CJood standing under the laws ot the State at
-f2-
o
o
o
~
-
~ -
-0
o
o
o
Delaware, ia duly qualitied and authorized to .ngage in buainess
in the Stateqt California, has power to enter into thia Second
~enc!lllent and. to perfOrm and obs.;rve the aqre8lllenta and covenants
on its part contained herein, in the Agretaent and the First
~enc!lllent, and by proper. acUon has duly authoriz.d the execution
and delivery of this Second Amendmant.
AM':ICLB III
MISCJ:LLANEOUS
Section 3.01. Thia S.cond AmandlIIent may be executed in any
. number otcounterpart., each of Which, when so ex.cuted and
delivered ahall be an original, but such count~ts shall
together conatitute but one and the aame Second A1IIeftdIllent.
Section 3.02. It any clause, providon or section of this
Second Am~~t be. beld ill4t9alor invalid. by any court, the
illegality orinvalidlty of such claus., provision or secUon
"h1ll1 notattact any of the r.....1h1ng claus.., provisions or
a.ctionsh.reof, and this Seeione! A1IIeftdIllent ahall be constru.d and
enforced a. If.UCih illeqal or .inva1id olau.e, provision or
section had not ~een containedhereib. In cas. any aqreement or
oJ:lliqat.1on contained!n thia Second Amendment be held to be in
violation of law, then such agreement or o1:lu'qation 1lha11 be
deQed to be the a;raUlent orobliqat1on of 1;11e city or Foamex,
as the ca.. may be, to the full ext.nt permitted. by law.
S.ction 3.03. T.he article and section headin9s herein are
tor convenience only and shall not aftect. the cona't::r:Uotion
hereof.
SecUon 3. 04 . All covenants and. aqre8lllents in this Second
Am.ndmentby .Foamex shall bind each of it. suocesaora and
assigna, Whether ao expressed or not.
seotion 3.05. All noticea, certificate., request. or other
communicaUons to poamex und~ the Aqreement as more fully
provided in SecUon 9.02 thereof shall be aufficiently qiven and
ahallJM deemed givan When mailed. by registered mail, postage
prepaid, addr....d as ~ollow.:
.
All notic.s, certificates, reque.ts or other communications to
the '21 I International Holdinq.,Inc. under the Aqreement as more
fully prov~ded in Seotion 9.02 thereot shall be sufficiently
given and shall be deemed 'liven when mailed by req1stered mail,
po.tag's prepaid, adelr....d a. follOW.' ..
A duplicat. COP! of each notic., certifioat., request or other
communication 9 ven under the Aqre8l\lent to the city, Poamex, ' 21 '
International Holdings, Inc or the TrUst.e shall a1.0 be 9iven to
the other. FOamex, '21' Internatil:mal Holding., Inc., the city
and t:he Trust.. may, by notice 'liven hereunder and as provided in
seotion 9.02 of the Agreement, de.iqnate any further or different
-3-
o
-
,0
o
o
o
acldr..... to which .ubaequ.nt notice., certificates, requests or
other communication. shall be ..nt.
S.ction 3.06. Exoept a. uencse4 by this Becone! Amenc!lll.nt,
the,- terma and provision. of the Agreement and the Firat Alllenaent
shall remain in fullforoe and effect.
Section 3.07. The laws of the State of California shall
govern the construction of this Second AlIIenc!lllent.
:IN WITDSS WHERBOF, tb.e putie. hereto have causee! this
Amenc1ment to be duly exeautee! .. of the date indicated below.
CI'l'y OF SAN BERNARDmO
[SlW.]
By:
'litle:
Date:
Attest:
City Clerk
o [SEAL]
o
'21' International Holclinqs, Inc.
Attest:
[Aadstant] Secretary
By,
. Title:
Date:
Foamex, loP
By:
[ SEAL]
Attest:
-4-
o
o
o
..0
o
ACXNOWLBDGING AND APPROVINCi;
THIS SECOlm AH!:NDHEH'r TO
THE AGRBEMBNT:
security Pacific National Bank,
As Tru.te..
By:
Name:
Title:
-5-
o
o