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Home My WebLink AboutRS01-Redevelopment Agency , RELVELOPMENT AGENCY.R....MIEST FOR OMMISSION/COUNCIL A~ 'From: Glenda Saul, Executive Director Subject: AMENDING FINANCING AGREEMENT - BEST PRODUCTS ~ t: Redevelopment Agency Dau: December 3, 1986 Synopsis of Previous Commission/Council action: 12/17/84 Adopted Resolution 85-456 approving final bond documents. 12/19/84 Bond closed in the amount of ~4,OOO,000. 11/04/85 Adopted Resolution amending financing agreement. Recommended motion: (MAYOR & COMMON COUNCIL) - MOVE TO ADOPT A 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. 91~rY~ Signature Contact person: Glenda Saul FUNDING REQUIREMENTS: Amount: $ N/A Phone: 383-5081 Ward: 1st Project : Meadowbrook/Central City Date: December 8, 1986 Supporting date attached: YES No edverse Impact on City: c.."ncil Notes: 1 R6. ~r..1 TAT 12/08/86 R' <'-I' Agenda Item No. ....J R.VELOPMENT AGENCY.RI'QUEST FOR e&.t1SSlON/COUNCIL AcTION , STAFF REPORT On December 19, 1984, the City of San Bernardino issued an Industrial Development Bond for Best Products Company. Included in the bond documents is the financial agreement which requires a "Net Worth Maintenance" under Subsection 6.8(b). Subsequent to the Agreement, Best Company revised their accounting format. The revised accounting format was a temporary change and it was merely a technical accounting change. The company has now finalized their accounting system and is requesting an amendment to the financing agreement, to avoid technical default on the bonds. The amendment reflects the net worth of the company based upon the revised accounting format. Bond Counsel will be present to answer any questions you may have. Below is a brief recap of this funding. AMOUNT: $4,000,000 CLOSED: December, 1984 PROJECT: Second & "Go Streets - Showroom merchandising facility 50,000 square feet - Containing office and warehouse space. ""'._"" STATUS: Complete RESERVE & DEVELOPMENT FEE: 1% of $4,000,000 - $40,000 JOBS: Approximately 125. 1843G/JAT 12/08/86 , San Bernardino 60,009-57-1 , RESOLUTION NO. 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 San Bernardino at a regular meeting thereof, held on the day of , 1986, by the following vote, to wit: AYES: Council Members NAYS: ABSENT: ABSTAIN: City Clerk - The foregoing Resolution is hereby approved this day of , 1986. Mayor of the City of San Bernardino, California Approved as to form: ~.~t1:~ ATTEST: City Clerk "- -3- JWB507:458.2 03-03-86 (JAS:rr) BEST PRODUCTS CO., IRC. FOUR'l'B AllBRDIIERT TO FIRARCIRG AGREEMEN'l' (San Bernardino, CA Project) DATED AS OF DECEMBER 1, 1984 'l'BIS FOOR'l'B AKERDKERT, dated as of October 31, 1986, is made by and among BEST PRODUCTS CO., IRC., a Virginia corporation (the aBorrowera), the CITY OF'SAN BBRRARDIRO, 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 SOVRAR BARK, R.A., a national banking association (the "Bond Purchaser"). 1. Becitals. 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. - (aJ Article I of the Financing Agreement is hereby amended by adding thereto the following definitions: -.. "Credit Agreement, Covenants." For purposes of Sections 6.8(aJ, 6.8(bJ and 6.8(cJ 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, (iJ 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.B(a) "6.B(b) "6.B(c) 6.B(a), 6.B(b) and 6.B(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." Operatinq 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 provisions 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. co., INC. ~~~ Title: . P .''r~ ATTEST: CITY OF SAN BERNARDINO, CALIFORNIA By: Title: City Clerk ."..,>.,... ~4'\?Z:; ~~ A.~. linda/keith/amendments/sanberdo4 , " BEST PRODUCTS CO., INC. FOUR'l'B AMENDMENT '1'0 FINANCING AGREEMElft (San Bernardino, CA Project) DATED AS OF DECEMBER 1, 1984 ""'"- THIS FOUR'l'B AMENDMENT, dated as of October 31, 1986, is made by and among BEST PRODUCTS CO., INC., a Virginia corporation (the nBorrowern), 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 nlssuern), and SOVRAN BANK, N.A., a national banking association (the nBond Purchasern). 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 nFinancing Agreementn) 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: "'-' Y.,",.,,- nCredit Agreement, Covenants.n 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 nCovenant,n and collectively, the nCovenants.) of the Revolving Credit Agreement (the nCredit 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 .Covenantsn, 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.B (a) "6.B(b) "6.B(c) , 6.B(a), 6.B(b) and 6.B(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." OperatinQ set forth Agreement reference." CharQe Maintenance. in Section 5.1.4 of is incorporated The Covenant the Credit herein by 3. Ratification. Except as expressly amended hereby, all of the prov1s1onS of the Financing Agreement are ratified and confirmed as in full force and effect. """-^ 4. Counterparts. counterparts instrument. This Amendment may be signed in any number of as if such signatures were upon the same WITNESS the following signatures. BEST.PRODU~ CO., INC. ,ilf/1li ,____ . Spencer reasurer ATTEST: City Clerk SOVRAN BANK, N.A. By: Title: CITY OF SAN BERNARDINO, CALIFORNIA By: Title: ~-.ft: ~~ ~.~~ linda/keith/amendments/sanberdo4 BEST PRODUcrS CO., IRC. FOUR'l'B AllERDIIElft '.rO FIRARCIRG AGREEIIER'l' (San Bernardino, CA Project) DATED AS OF DECEMBER 1, 1984 THIS FOURTH AllERDIIElft, dated as of October 31, 1986, is made by and among BEST PRODUcrS CO., IRC., a Virginia corporation (the "Borrower"), the CITY OF SAR BERRARDIRO, 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 SOYRAR BARK, R.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." , ~.....~ (bl Sections Agreement are follows: 6.8(al, 6.8(bl and 6.8(cl of hereby amending in their entirety the Financing to read as .6.8 (al .6.8Cbl .6.8 (cl , Ratio of Consolidated Unsubordinated Liabilities to Consolidated Tanaible 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.. 0geratina set forth Agreement reference.. Charae Maintenance. in Section 5.1.4 of is incorporated The Covenant the Credit herein by 3. Rgtification. Except as expressly amended hereby, all of the provisions of the Financing Agreement are ratified and confirmed as in full force and effect. ,"-- 4. Counterparts. counterparts instrument. This Amendment may be signed in any number of as if such signatures were upon the same WITNESS the following signatures. ATTEST: City Clerk :~ -:4;AYL Title: vi? CITY OF SAN BERNARDINO, CALIFORNIA By: Title: linda/keith/amendments/sanberdo4