Loading...
HomeMy WebLinkAbout1985-007 , I i , ~ , L 0290Z RESOLUTION NO. 85---L--IDA RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA AUTHORIZING THE ISSUANCE AND SALE OF $3,000,000 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985 (lAMINATION TECHNOLOGY, INC. PROJECT), APPROVING RELATED DOCUMENTS AND AUTHORIZING OFFICIAL ACTION WHEREAS, the Industrial Development Authority of the City of Santa Ana (the "Authori ty") proposes to issue its Industri a 1 Deve lopment Revenue Bonds (lamination Technology Inc., Project) in the aggregate principal amount of $3,000,000 (the "Bonds"), under and pursuant to the provisions of the California Industrial Development Financing Act, being Chapter 10 of the California Government Code (the "Act"), in order to provide funds to make a loan to lamination Technology, Inc., a Delaware corporation (the "Company"), pursuant to the terms of a proposed loan Agreement (the "loan Agreement"), dated as of February 1, 1985, by and between the Authority and the Company, to finance the improvement and renovation of certain manufacturing facilities leased to the Company at 2720 and 2730 South Main Street, Santa Ana, Ca 1 i forni a, and the acqu is iti on of major capital equ i pment re I a ti ng thereto (the "Project"); and WHEREAS, the Bonds are to be issued under and pursuant to an Indenture of Trust (the "Indenture"), dated as of February 1, 1985, between the Authority and a trustee bank to be se 1 ected by the Authority and the Company (the "Trustee"); and WHEREAS, the City Counci I of the City of Santa Ana (the "City") has heretofore called and conducted, on November 19, 1984, a public hearing on the issuance of the Bonds as required by Section l03(k) of the Internal Revenue Code of 1954, as amended; and WHEREAS, Chase lincoln First Bank, N.A., Rochester, New York (the "Purchaser"), intends to submi t to the Authori ty an offer to purChase the Bonds; and WHEREAS, the Authority approves of said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA, AS FOllOWS: ! l L Section 1. Issuance and Sale of Bonds. The Authority hereby authorizes the issuance of the Bonds pursuant to and in accordance with the terms and provisions of the Act and the Indenture, all of which terms and provisions are incorporated herein by reference. The Bonds are hereby authorized to be sold to the Purchaser pursuant to and in accordance with the terms of a bond purchase agreement therefor (the "Bond Purchase Agreement") in substantially the form on file with the Secretary of the Board of Directors of the Authority. The Chairman or his designee is hereby authorized and directed to approve the terms of and accept an offer to purchase the Bonds which is acceptable to the Chairman or his designee, and to execute the Bond Purchase Agreement for and in the name and on behalf of the Authority; provided that the rate of interest on the Bonds shall not exceed twelve percent (12%) per annum and the Bonds shall be sold to the Purchaser for a price not less than nine-five percent (95%) of the par value thereof. Section 2. Indenture. The Identure, in substantially the form presented ~o the Authority at this meeting, together with any additions thereto or changes therein deemed necessary or advisable by the Chairman or his designee, is hereby approved. The Chairman or his designee is hereby authorized and directed to execute and the Secretary of the Board of Directors of the Authority is hereby authorized to attest the Indenture for and in the name and on behalf of the Authority. Section 3. loan Agreement. The loan Agreement, in substantially the form presented to the Authority at this meeting, together with any additions thereto or changes therein deemed necessary or advisable by the chairman or his designee, is hereby approved. The Chairman or his designee is hereby authorized and directed to execute and the Secretary of the Board of Directors of the Authority is hereby authorized to attest the loan Agreement for and in the name and on behalf of the Authority. Section 4. Official Action. All actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Chairman, the Secretary of the Board of Directors of the Authority, the Executive Director of the Economic Development Agency, the Finance Officer, the Authority legal counsel and any and all other officers or designees of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions relating to the execution and delivery of any and all certificates, requisitions, assignments, instruments of transfer, agreements and other documents, including but no limited to those described in the Bond Purchase Agreement, which they, or any of them may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with the Bond Purchase Agreement, the Identure, the Act and this resolution. Section 5. . This Resolution shall take effect immediately upon its passage and adoption. '- ADOPTED this 19th day of February, 1985. .. \, I \",. ATTEST: DIRECTORS: Griset Johnson Acosta Hart luxembourger McGuigan '--' Young ... , \... \",.. Ayp Ayp IIh!'l"nt lIy" Ayp Ayr;:. Ah~pnt -2- ~ Daniel E. Griset, Chairman legal Counsel ~ l I L 1146R . This ACQUISITION AND AMENDMENT AGREEMENT, dated as of October 25, 1985, is by and among the INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA, an industrial development authority duly organized and existing under and pursuant to the Constitution of the State of California, THE BANK OF CALIFORNIA, N .A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America, with a corporate trust office located at San Francisco, California, as Trustee ("Trustee"), CHASE LINCOLN FIRST BANK, N.A.. a national banking association duly organized and existing under the laws of the United States of America with its principal office at One Lincoln First Square, Rochester, New York 14643 ("Chase Lincoln"), POLYCLAD LAMINATES, INC., a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts having its principal office at 45 Tannery Street, Franklin, New Hampshire 03235, ("Guarantor"), LAMINATION TECHNOLOGY, INC., a corporation duly organized and existing under the laws of the State of Delaware having its principal office at 2720 South Main . Street, Santa Ana, California 92707 (the "Company"), and THE FIRST NATIONAL BANK OF BOSTON, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, having its principal office at 100 Federal Street, Boston, Massachusetts 0211 0 ("FNBB"). WHEREAS, FNBB proposes to purchase from Chase Lincoln the Industrial Development Revenue Bonds, Series 1985 (Lamination Technology Inc. Project) (the "Bonds") issued by the Industrial Development Authority of the City of Santa Ana, California; and WHEREAS, Polyclad Laminates, Inc. has purchased the Company from Hadco Corporation and desires the Trustee to release Hadco Corporation from its Guaranty of the Bonds and to become Guarantor itself, the parties hereto are willing to amend the Indenture of Trust and the Loan Agreement dated as of February 1, 1985, by this Acquisition and Amendment Agreement; I l l -2- NOW THEREFORE, the parties do hereby covenant and agree as follows: AMENDMENTS The following provisions are the date first set forth above: amended effective as of Trust Indenture, Article I, "Definitions", Section 1. 1: The definition of "Guarantor" is hereby amended to read as follows: "Guarantor" means (i) Polyclad Laminates, Inc., a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts, and its successors and assigns, and (ii) any surviving, resulting or transferee entity as provided in Section 2.2 of the Loan Agreement. The definition of "Guaranty amended to read as follows: Agreement" is . hereby "Guaranty Agreement" means the Guaranty Agreement by and between the Guarantor and the Trustee, dated as of October 25, 1985 and any amendments and supplements thereto. The definition of "Indenture" is hereby amended to read as follows: "Indenture" means this Indenture of Trust, pursuant to which the Bonds are authorized to be issued, as amended as of October 25,1985, including any indenture supplemental hereto. The following definition is hereby added: "The First National Bank of Boston (or FNBB) " means the national banking association duly organized and existing under and by virtue of the laws of the United States of America, having its principal office at 100 Federal Street, Boston, Massachusetts 02110. -3- Loan Agreement, Article I, "Definitions": The Article is amended to read as follows: ~ i !i' L All words and phrases defined in Article I of the Indenture of Trust dated as of February 1, 1985, as amended as of October 25, 1985, between the Issuer and The Bank of California, National Association, San Francisco, California, as Trustee (the "Trustee") (the "Indenture") shall have the same meanings in this Loan Agreement. Article VIII. "Events of Default and Remedies,": Section 8.1(e) is amended to read as follows: "Company or Guarantor shall default in any payment or performance of any obligation to FNBB or the Trustee or in any payment of principal of or interest on any obligation(s) for borrowered money or evidence(s) of indebtedness (other than under the Bond documents), whether owing to FNBS or any other person and including subordinated debt, or in the performance of any other term or condi t ion contained in any agreement under which any such obligation(s) or evidence(s) of indebtedness is created, and such default(s) is material and shall continue beyond the period of grace, if any, as specified therein, and shall not be waived regardless of whether such obligation or indebtedness is actually accelerated and, in the case of subordinated debt, regardless of whether payment upon such acceleration is postponed pursuant to the terms of such subordination, or any such other indebtedness shall be accelerated prior to its maturity date. . GUARANTY PROVISIONS I l The Trustee, does hereby release and Corporation from all obligations under Agreement dated as of February 1, 1985 Guaranty") and does hereby declare that Guaranty is null and void. discharge Hadco the Guaranty (the "February the February The Guarantor hereby agrees to enter into and abide by all the terms and conditions of a Guaranty Agreement in favor of the Trustee dated as of the date of this Acquisition and Amendment Agreement and appearing as Exhibit 1 attached hereto. The Guarantor hereby agrees to enter , L L -4- into and abide by all the terms and conditions of a Guaranty Agreement in favor of FNBB dated as of the date of this Acquisition and Amendment Agreement and appearing as Exhibit 2 attached hereto. PROVISIONS NOT AMENDED All provisions of the Indenture of Trust and the Loan Agreement not specifically amended herein remain unchanged and in full force and effect. ACQUISITION Guarantor and Chase Lincoln hereby to FNBB that, as of and including following amounts are outstanding The Company, the represent and warrant November 29, 1985, the under the Bonds: Principal indebtedness Interest accruing from September 1, 1985 to and including November 28, 1985 and to be payable on December 1, 1985 Interest due and owing under the Bonds $ 2,850,000.00 $ 46,854.79 0.00 $ 2,896,854.79 . The Company and the Guarantor further represent and warrant to FNBB that no Default or Event of Default, as set forth in the Indenture and the Loan Agreement, has occurred and is continuing as of October 25, 1985. Chase Lincoln warrants to FNBB that as of October 25, 1985 it has not notified the Company, the Guarantor, the Trustee or the Issuer of, nor is it aware of the existence of, any Default or Event of Default, as set forth in the Indenture and the Loan Agreement. In reliance on the representations and warranties set forth above, FNBB will purchase the Bonds from Chase Lincoln on November 29, 1985 for a sale price of $2,896,854.79. If the clos ing occurs after November 29, 1985, interest in the amount of $526.46 for each day thereafter up to and including the last day prior to the closing date will be added to the sale price. This Acquisition and Amendment Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. " \ "" , \",. \ " '-' .' , """ \",.. -5- IN WITNESS WHEREOF, the parties hereto have executed this Acquisition and Amendment Agreement effective as of the 25th day of October, 1985. BY THE BANK OF CALIFORNIA, N.A. By Title CHASE LINCOLN FIRST BANK, N.A. By Title City Attorney 7 '7. POLYCLAD LAMINATES, INC. By Title LAMINATION TECHNOLOGY, Inc. By Title THE FIRST NATIONAL BANK OF BOSTON By Title , 3 -5- IN WITNESS WHEREOF, the parties hereto have executed this Acquisition and Amendment Agreement effective as of the 25th day of October, 1985. i 1 INDUSTRIAL DEVELOPMENT AUTHORITY l OF THE CITY OF SANTA ANA BY Title THE BANK OF CALIFORNIA, N,A. CHASE LINCOLN FIRST BANK, N.A. .By Title L ~..' , .. POLYCLAD LAMINATES, INC. By Title LAMINATION TECHNOLOGY, Inc. By Title THE FIRST NATIONAL BANK OF BOSTON By Title I L ~ l -5- IN WITNESS WHEREOF, the parties hereto have executed this Acquisition and Amendment Agreement effective as of the 25th day of October, 1985. INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA BY Titl~ THE BANK OF CALIFORNIA, N.A. By Title CHASE LINCOLN FIRST BANK, M.A. . Z B -- - '" POLYCLAD LAMINATES, INC, By Title LAMINATION TECHNOLOGY, Inc, By Title THE FIRST NATIONAL BANK OF BOSTON By Title L i L -5- IN WITNESS WHEREOF, the parties hereto have executed this Acquisition and Amendment Agreement effective as of the 25th day of October, 1985. INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA BY Title THE BANK OF CALIFORNIA, N.A. By Title CHASE LINCOLN FIRST BANK, N.A. By Title 'rO POLYCLAD LAMINATES, INC. 'T'........,6#... LAMINATION TECHNOLOGY, Inc. Bif · ... Ll~ - -rNllr .~ ... Title . THE FIRST NATIONAL BANK OF BOSTON By Title L , , v f; l -5- IN WITNESS WHEREOF, the parties hereto have executed this Acquisition and Amendment Agreement effective as of the 25th day of October, 1985. INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA BY Title THE BANK OF CALIFORNIA, N,A. POLYCLAD LAMINATES, INC. By Title By Title' CHASE LINCOLN FIRST BANK, N.A. LAMINATION TECHNOLOGY, Inc. By Title By Title THE FIRST NATIONAL BANK OF BOSTON By 1J-1(0.~ Title V\ C(. flt€!"J()64l ~-'- ... .