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HomeMy WebLinkAbout2013-11-14 - Resolution No. 13-16RESOLUTION NO. 13 -16 RESOLUTION OF THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT APPROVING THE FIRST AMENDMENT TO CREDIT AGREEMENT WITH WELLS FARGO BANK WHEREAS, the Yorba Linda Water District (the "District ") Board of Directors adopted Resolution No. 12 -18 establishing a line of credit and borrowing monies from Wells Fargo Bank, National Association (the "Bank ") pursuant to Division 12 of the California Water Code (Section 30000 et seq.) in an initial principal amount of up to seven million dollars ($7,000,000) pursuant to a line of credit agreement (the "Credit Agreement ") between the District and the Bank substantially in the form on file with the Secretary of the Board of Directors of the District; and WHEREAS, the District wishes to request certain amendments to the Credit Agreement, the Line of Credit Note and other documents executed and delivered in connection with the Line of Credit to extend the Maturity Date for one year from September 30, 2015 to September 30, 2016; NOW THEREFORE, the Board of Directors of the Yorba Linda Water District hereby finds, determines, declares and resolves as follows: Section 1. The General Manager is hereby authorized to execute, the First Amendment to Credit Agreement, including any related attachments and the associated Amended and Restated Line of Credit Note, on behalf of the District. His /her execution thereof constitutes conclusive evidence of the District's approval of the terms therein in accordance with this Resolution. Copies of the First Amendment to Credit Agreement, when duly executed and attested, shall be placed on file in the office of the Secretary. Section 2. This Resolution shall take effect immediately. Resolution No. 13 -16 Approving the First Amendment to Credit Agreement with Wells Fargo Bank PASSED AND ADOPTED this 14th day of November, 2013 by the following called vote: AYES: Directors Beverage, Collett, Hawkins, Kiley and Melton NOES: None ABSTAIN: None ABSENT: None ATTEST: Steve Conklin, Board Secretary Yorba Linda Water District Reviewed as to form by General Counsel: Arthur G. Kidman, Esq. Kidman Law LLP Gary T. fylelton, President Yorba Linda Water District Resolution No. 13 -16 Approving the First Amendment to Credit Agreement with Wells Fargo Bank FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this"Amendment')is entered into as of October 1, 2013, by and between the YORBA LINDA WATER DISTRICT, a county water district organized and existing under the laws of the State of Califomia ("District") ("District") and WELLS FARGO BANK, NATIONAL ASSOCIATION,a national banking association ("Bank"). RECITALS A. District and Bank entered into a Credit Agreement dated as of September 24,2012, the"Original Credit Agreement") pursuant to which a loan facility in the principal amount of Seven Million Dollars$7,000,000.00(the"Line of Credit")was made available to District. In connection with the execution of the Credit Agreement and extension of the Line of Credit,District executed a line of credit note dated September 24, 2012 (the"Line of Credit Note").Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement and the Line of Credit Note. B. District has requested, and Bank has agreed, to certain amendments to the Loan Documents, including the Credit Agreement and the Line of Credit Note, as more fully set forth herein. The Credit Agreement, the Line of Credit Note and the other documents executed and delivered in connection with the Line of Credit are referred to collectively as the"Loan Documents". AMENDMENT For good and valuable consideration, receipt of which is hereby acknowledged, District and Bank agree as follows: 1. Amendments to Credit Agreement. As of the Amendment Effective Date, the following provisions of the Credit Agreement are hereby amended: (a) Availability Period. Section 1.1 (a)of the Credit Agreement is amended in its entirety to read as follows: (a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to District from time to time up to and including September 30, 2016 (the"Maturity Date'), not to exceed at any time the aggregate principal amount of Seven Million Dollars ($7,000,000.00) ("Line of Creditl,the proceeds of which shall be used to finance the working capital needs of the District. District's obligation to repay advances under the Line of Credit shall be evidenced by an amended and restated line of credit note dated October 1, 2013 ("Line of Credit Note',all terms of which are incorporated herein by this reference. 2. Effective Date. This Amendment shall be effective (the "Amendment Effective Date")on the date on which all of the following conditions have been satisfied by District or waived by Bank: -1- . (a) Documents. This Amendment and the Amended and Restated Line of Credit Note shall be executed and delivered to Bank. (b) No Default. District shall certify as of the Amendment Effective Date that no default or Event of Default exists under this Agreement and the other Loan Documents and that the representations and warranties contained therein remain true and correct;and (c) Costs and Expenses. District shall have paid all costs and expenses incurred by Bank in connection with this transaction, including without limitation reasonable attorneys' fees (including the allocated cost of in-house counsel). 3. Miscellaneous. (a) Effect of Amendment. Except as specifically provided herein, all terms and conditions of the Loan Documents remain in full force and effect,without waiver or modification.This Amendment,the Amended and Restated Line of Credit Note and the Loan Documents shall be read together, as one document. (b) Representations and Warranties. District hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. No fact is known to District which has had or, so far as District can now reasonably foresee, may in the future have,a material adverse effect on(i)the assets,liabilities,condition(financial or otherwise), business or operations of the District, (ii)the ability of the District to carry out its business as of the date of this Amendment or as proposed to be conducted or to meet or perform its obligations under the Loan Documents on a timely basis, (iii) the validity or enforceability of any of the Loan Documents, or (iv) the rights or remedies of Bank under any of the Loan Documents (each, a Material Adverse Effect), which Material Adverse Effect has not been set forth in the financial statements previously furnished to Bank or in other information, reports, papers and data or otherwise disclosed in writing to the Bank prior to the date hereof. District further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement,nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default. (c) Successors. This Amendment shall inure to the benefit of the parties hereto and their respective successors and assigns. (d) Amendments. No modification, waiver, amendment, discharge or change of this Amendment shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification,waiver or amendment,discharge or change is or may be sought. (e) Counterparts. This Amendment may be simultaneously executed in several counterparts,each of which shall be deemed an original and all of which shall constitute one and the same instrument. -2- above. IN WITNESS WHEREOF,this Amendment has been executed as of the date first set forth "District" "Bank" YORBA LINDA TER DISTRICT WELLS ARGO BANK, N TI AL AS SO TION By: By: eve Conklin Lynn ve Acting General Manager Vice President -5-