HomeMy WebLinkAboutResolution #1140RESOLUTION NO. 114p
A RESOLUTION AMENDING RESOLUTION NUMBER 1135 , ENTITLED: A
RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF CANTON
AND B & K SPECIALTY CASTING COMPANY, A MISSOURI CORPORATION
WHEREAS, the Canton City Council has previously approved a
certain "Loan Agreement" (~~7orking Capital ) by Resolution
Number 1135 and,
WHEREAS, the Illinois Department of Commerce and Community
Affairs now requires the insertion of certain additional terms
and conditions to said agreement; and,
WHEREAS, B & K Specialty Casting Company has requested the
addition of certain language to said agreement for purposes of
clarification; and,
WHEREAS, the Canton City Council has determined that it is
necessary and in the best interest of the City of Canton to
amend Resolution Number 1135 and the Loan Agreement approved
by said Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CANTON, Fulton County, Illinois, as follows:
1. That the foregoing recitals are hereby found to be fact.
2. That Resolution Number 1135 passed and approved by
the Canton City Council at a special meeting on January 24, 1986,
is hereby amended.
3. That the "Loan Agreement" ( i~Jorking Capital )
approved by Resolution Number 1135 is hereby amended by
the insertion of the attached Exhibit A, herein fully incorporated
by reference, as replacement pages 11 and 12.
4. That Exhibit 3, the "Pledge Agreement", attached to the
Loan Agreement approved by Resolution Number 1135 is hereby
amended to conform to Amended Exhibit 3, "Amended Pledge
Agreement", hereto attached.
5. That new Exhibit 4, Borrower's unaudited balance sheet
dated , 198 , hereto attached, is incorporated into
said Loan Agreement as Exhibit 4.
6. That new Exhibit 5, Borrower'd schedule of long-term
indebtedness, dated as of 1986, hereto attached,
is incorporated into said Loan Agreement as Exhibit 5.
7. That in all other respects Resolution Number 1135 and
the Loan Agreement approved thereby are each hereby reapproved,
reaffirmed, and ratified.
8. That this Resolution shall be in full force and effect
immediately upon its passage by the City Council of the City of
Canton, Fulton County, Illinois, and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Fulton
County, Illinois at a regular meeting this 4th day of
February , 1986, upon a roll call vote as follows:
AYES: Aldermen Zilly, Steck, Sarff, Workmna, Bohlen,
May, Chapman.
NAYS: None.
ABSENT: Alderman Kovachevich.
APPROVED:
Donald E. Edwards, Mayor.
ATTEST:
Nancy Whites, City Clerk.
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-2-
(EXHIBIT A)
of the last entry therein and, further, agrees to make the same
available for Lender's inspection upon the same terms and conditions
as set forth in numerical Paragraph 5 of this loan agreement.
18. Other Terms and Conditions:
(A) No person in the United States shall on the grounds
of race, color, religion, sex, age, handicap, marital status, or nat-
ional origin, be denied the proceeds of, or be subject to discrimina-
tion under the activities approved as a result of this loan. Borrower
agrees to comply with the applicable regulations promulgated by the
Civil Rights Act of 1964 and Section 623 of the Economic Opportunity
Act of 1964, as amended, 42 U.S.C., §2971c.
(B) Proceeds of this loan shall be used by Borrower _
only for working capital purposes in support of Borrower's anticipated
operation fn the City of Canton's Enterprise Industrial•Park, all in
conformity with Borrower's loan application and business plan.
(C) Any deviation by Borrower from either the terms
and conditions of Borrower's loan application, or, of Borrower's
business plan must first be approved by the City of Canton in
writing. Deviation from either the loan a~lplication, or, from
the business plan shall constitute an "event of default" within
the meaning of Section 7 of this agreement.
(D) This Agreement is contingent upon the release
of the environ:,-ental review requirement and all other special grant
conditions governing the Com-nunit~~ Development Assistance Grant
between the Illinois Department of Commerce and Community Affairs
and the City of Canton.
(E) Borrower's unaudited Balance Sheet dated
198 is attached to this Agreement as Exhibit 4
for informational and disclosure purposes.
(F) A list !of Borrower's long-term indebtedness is
attached to this Agreement as Exhibit 5. Lender acknowledges that
it has been given copies of Borrower's notes (5 notes and 1 loan
agreement) payable to the ~lormandy Bank and that Lender is aware
-11-
(EXHIBIT A)
of the Normandy Bank's prior security interest in Borrower's assets
and in Borrower's outstanding stock.
(G) Lender acknowledges that it is aware of Borrower's
current financial condition, to include certain arrearages in Borrower's
scheduled payments to Borrower's present landlord.
(H) Lender agrees that Borrower's current financial
condition shall not, alone, be considered an "event of default" within
the meaning of Section 7 of this Agreement. However, both Lender and
Borrower recognize and agree that Borrower's present financial condition,
if coupled with future adverse changes in Borrower's condition, financial
or otherwise, might well (but need not conclusively) constitute an "event
of default" within the meaning of Section 7 of this Agreement.
IN WITNESS WHEREOF, Lender and Borrower have executed
duplicate originals of this loan agreement as of the date first
above-mentioned. ~ __
BORROWER:
B & K Specialty Casting Company,
a Missouri corporation,
LENDER:
City of ;Canton, an Illinois
municipal corporation,
BY:
Its President.
BY:
Its Mayor.
Date: January 24, 1986. Date: January 24, 1986.
Address: 4101 St. Clair Avenue Address: 210 East Chestnut Street
P.O. Box 3188 Canton, Illinois 61520
Fairview Heights, IL. 62208
Phone: (618) 271-0923 Phone: (309) 647-0065/0020
ATTEST
Corporate Secretary.
ATTEST:
City Clerk.
-12-
(Amended Exhibit 3)
PLEDGE AGREQ'1F3VT
THIS PLEDGE AGREII~iT, dated this day of
19 ,
been Bruce W. Buehrig ("Pledgor") and the City of Canton,
an Illinois municipal corporation ("Lender"):
umrn~cc~rnr
WHEREAS, B & K Specialty Casting C y ("Borrower"),
has entered into one or more Doan Agreement(s) with Lender, bearing even date here-
with; and,
WHEREAS, the execution and delivery of this Pledge Agreement is required by
by the said Loan Agreement(s).
NOW, 'I'f~3EREFiDRE, Pledgor and Lender agree as follows:
1. Pledge of Stock. For valuable consideration received to the full satisfac-
tion of Pledgor, Pledgor hereby pledges, assigns and sets over to Lender, all of
Pledgor's stock (the "Stock") to partially
secure the payment of all principal and interest heretofore or hereafter owing or
outstanding under the Loan AgreemPazt(s).
2. Distribution on Stock; Voting Rights. Soilong as Pledgor neither does
nor suffers any act to be done inconsistent with the Loan Agreement(s) and so long
as no "event of default" as defined in the Loan Agreement(s) shall have occurred and
be continuing, Pledgor shall (a) have the right to recieve all dividends on the
Stock, (b) have the right to vote and give proxies and consents with respect to the
Stock and consent to or ratify action taken at, or waive any notice of, any meeting
of shareholders with the same force and effect as if such shares were not pledged
hereunder and Lender shall give any necessary waivers of notice, consents, and powers
of attorney or proxies necessary too enable Pledgor to exercise any of the foregoing
rights, and (c) be entitled to exercise any subscription privileges accruing to
Pledgor as the owner of the Stock.
3. Representations and Warranties. Pledgor represents and warrants to Lender
that, except as previously disclosed, (a) the Stock is free and clear of any other
lien, encumberances, equity, or claim of a third party, (b) Pledgor has full power
and authority to pledge the Stock, and (c) each share of Stock pledged hereunder is
a validly issued, fully paid, and non-assessable share.
4. Discharge of Pledge. This Pledge Agreement and the security interest of
Lender in the Stock created hereby shall cease and ternunate at such time that all
principal and interest owing by Borrower to Lender under the Loan Agreement(s) has
been paid in full. Upon such termination, all rights and interests assigned and
pledged hereby shall revert to Pledgor, his heirs and assigns, and the right, title
and interest of Lender therein shall cease and the Stock shall forthwith be trans-
ferred and delivered to Pledgor.
5. Sale of Stock Permitted. If Borrower first substitutes collateral that is
satisfactory to Lender, Lender hereby agrees to consent to (a) the sale by Pledgor
of the Stock, or, (b) the redemption of the Stock by B & K Specialty Castin
Company provided that, after any such sale or redemption, the balance
of the Stock of B & K Specialty Casting C y of Pled or then outstanding is
pledged to Lender. Lender shall retain a full security interest in all Stock sold
pursuant 1-A this Paragraph 5, excluding redemptions.
6. Default Remedies. If an "event of default" as defined in the Loan Agree-
ment(s) shall occur and be continuing, Lender shall have the right (a) to vote the
Stock and to give all consents, waivers, and ratifications in respect thereof, and
(b) to exercise any other right available to Lender under Illinois law.
7. Pledge of Stock. All outstanding Stock owned or sold by Pledgor shall
remain pledged in conformity with the Loan Agreement(s) first above mentioned and
this Pledge Agreement.
8. Binding Agreement. This Pledge Agreement shall be binding upon the parties
hereto and upon each of their respective heirs, executors, administrators, personal
representatives, successors, and assigns.
IN WITNESS Wf~REOF, Pledgor and Lender have executed duplicate originals of
this Pledge Agreement as of the date first above written.
PLEDGOR:
CITY OF CANTON, an Illinois
municipal corporation,
(Bruce W. Buehrig)
BY:
Its Mayor.
ATTEST:
City Clerk
(EXHIBIT 5)
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