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HomeMy WebLinkAboutAgenda - 10-15-1996 - 7a i 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT MEETING DATE: October 15, 1996 Action Agenda Item # 7 q SUBJECT: MPC Packaging Corporation Debt Restructuring - Tax Equity Fairness Responsibility Act (TEFRA) DEPARTMENT: Economic Development PUBLIC HEARING: X Yes No ATTACffi�ENT(S) : INFORMATION CONTACT: Agenda Materials - August 6, 1990 Geoffrey Gledhill (732-2196) Proceedings of the O.C. Industrial Facilities and Pollution Control Financing TELEPHONE NUMBERS: Authority - October 10, 1996 Hillsborough - 732-8181 Proposed Minutes of Public Hearing Durham - 699-7331 and Resolution Approving the Debt Mebane - (910) 227-2031 Restructuring in Principle Chapel Hill - 967-9251/ 968-4501 Purpose: To conduct a public hearing on the proposed debt restructuring of the Orange County Industrial Facilities and Pollution Control Financing Authority industrial revenue bonds which debt restructuring will permit the repayment of the bonds over a longer period of time. Background: On August 6, 1990 the Board of Commissioners approved in principle the Orange County Industrial Facilities and Pollution Control Financing Authority's issuance of $5.5 million in industrial revenue bonds to pay for facilities and equipment for an expansion of Mebane Packaging Corporation (now MPC Packaging Corporation) . Under the terms of the Trust Indenture involving the Authority, Mebane Packaging Corporation and a bank trustee, the bonds are. to be repaid in full on October 1, 2001. As the result of a significantly greater and better banking relationship between MPC Packaging Corporation and First Union National Bank of North Carolina, the bank securing the bond payments, an agreement has been reached to permit the payment of the bonds not yet paid over a longer period of time, with the final payment becoming due on January 1, 2006. The Orange County Industrial Facilities and Pollution Control Financing Authority approved the debt restructuring of its bonds at a meeting it held on October 10, 1996. Recommendation: Conduct the TEFRA public hearing and approve the debt restructuring in principle by approving the resolution accompanying this abstract. 2 O R A N G E C 0 U N T Y t BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: August 6, 1990 Action Agenda Item # V A SUBJECT: Industrial Revenue Bond Approval for Mebane Packaging DEPARTMENT: Economic Development PUBLIC HEARING: X Yes No ATTACHMENT(S) : INFORMATION CONTACT: 1) Minutes - 7/22/90 Ted Abernathy ext. 2327 2) Extract of Minutes - 7/10/90 Geoff Gledhill 732-2196 3) Memorandum of Agreement TELEPHONE NUMBERS: 4) Tentative Timetable Hillsborough - 732-8181 5) Notice of Public Hearing Durham - 6,88-7331 6) James Broyhill letter Mebane - 227-2031 7) Extract from Minutes of Chapel Hill - 967-9251/968-4501 Board of Commissioners PURPOSE: To review information and bring to public hearing the proposed issuance by the Orange County Industrial Facilities and Pollution Control Financing Authority of $5.5 million in industrial revenue bonds to pay for all or a portion of a facilities and equipment expansion of Mebane Packaging Corporation located on Oakwood Street Extension in Orange County within the extraterritorial jurisdiction of the Town of Mebane. Approximately 60,000 square feet will be added to the existing building as well as a new $3.6 million printing press. The expansion will employ 46 new employees and will be owned and operated by Mebane Packaging Corporation. The Orange County Industrial Facilities and Pollution Control Financing Authority entered into a Memorandum of Agreement .with Mebane Packaging Corporation on July 10, 1990. BACKGROUND: The Orange County Industrial Facilities and Pollution Control Financing Authority first reviewed the proposed expansion of Mebane Packaging Corporation. on June 22, 1990. Minutes for that meeting and a synopsis of the Mebane Packaging presentation is attached. Bond Counsel was selected and the Memorandum of Agreement was approved at the Authority's July 10, 1990 meeting. RECOMMENDATION: Approve the issuance of $5 .5 million in industrial revenue bonds for Mebane Packaging Corporation; Approve the Project in principle. f l { 3 Industrial Facilities and Pollution Control Financing Authority June 22, 1990, 8:30 A.M. Planning Conference Room #1 306 East Revere Road, Hillsborough, NC Present: Tom Tiemann, (Chair) , Edward Bergman, John Gastineau, Sandy McClamroch, Elaine Parker, Ted Abernathy & Oli Devaud (EDC Staff) Absent: John McKee, Maury Klein Press Present: Julia White - Chapel Hill Herald I. Industrial Revenue Bond Presentation The group was assembled to hear a presentation by Joe Heldreth, a representative of Mebane Packaging. A synopsis of his presentation is attached. Mebane Packaging's three largest contracts are with RTP companies, Burroughs Wellcome, Glaxo, and Bristol-Meyers. Mebane Packaging normally -run 3 shifts per day, 5 days per week, but is now overloaded with contracts and must work 6 or 7 days per week to keep up. Their first choice for expansion would be to expand in North Carolina instead of expanding in Mississippi or looking for acquisition of another carton manufacturer. The 60,000 sq. ft. addition would add to the existing 170,000 sq. ft. and would consolidate 30,000 ft. of warehouse currently located in Alamance County. The work force is approximately split 50/50 between Alamance and Orange Counties. All property taxes, approximately $50,000 per year, go to Orange County. Department of Economic and Community Development guidelines require that one job be created for each $150,000 of bond approved. The 46 jobs that Mebane Packaging proposes to create fit well within the $5.5 million dollar bond they are requesting. Mebane Packaging wage rates are higher than the average Orange County manufacturing wage rates as shown on page 2 of the attached presentation. A 4 - 5 percent annual increase keeps wages consistently above the Orange County average. Minimum wage at Mebane Packaging is $6.76. Many fringe benefits are offered including a Christmas bonus based on seniority. Mebane Packaging also offers an in- house GED program to encourage employees to educate themselves. In. August, 19$9; Mebane Packaging went through a recapitalization process. As a part of that process, a thorough environmental audit was done by Westinghouse Geotechnical Services. Their analysis gave Mebane Packaging a clean bill of .health. Any scrap paper produced in the process is recycled. Ink, printing supplies, professional services, and glues are purchased in North Carolina. Paper is produced and purchased in Mississippi where their other plant is located. f The proposed 60,000 sq. ft: expansion is estimated to produce an additional $20,000 in annual property taxes for Orange County. Mebane Packaging is active in community affairs and boosts education by providing $10,000 per year in grants and matching employee contributions to 4 , educational institutions. Both First Union and NCNB have been contacted concerning underwriting the $5.5 million in bonds. Both have shown a willingness to issue a letter of credit. Legal counsel for Mebane Packaging is Brooks, Pearson, et.al. in Greensboro. II. Questions by IRB Committee Members Of the 253 total current employees, approximately 75 are on salary and the remainder paid hourly wages. Administrative people encompass approximately 40 of those 75 and include Customer Service, Corporate Personnel, and Graphics Staff. The expansion would be completed on land currently owned by Mebane Packaging. Adequate buffers would be left on all sides of the site. Additional water would be needed mainly for domestic uses. Mebane Packaging currently pre-treats waste water from its CUSTOMFLUTE process. Specialized technology dictate the need for in-house training of new employees by exerienced pressmen. 35% - 40% of the work force is black, 60% - 65% is white. Women are employed in the process primarily in administrative, finishing, and Packaging work. The printing, cutting, and stripping departments are staffed by men because they require more weight lifting. Mebane Packaging is located on Oakwood Street Extension in the Mebane Industrial Park. Fifteen of the 46 new employees will be employed to work as pressmen at a minimum wage of $10.00 per hour. Mebane Packaging encourages its employees by promoting from within. The low unemployment rate in Orange County has not inhibited Mebane Packaging from getting new employees. III. County Attorney Comments Geoff Gledhill reported that the first step towards approval of the industrial revenue bonds was to get approval of the project in principle by the Board of County Commissioners after an Inducement Agreement was considered and approved by the Industrial Facilities and Pollution Control Financing Authority. Bond Counsel is normally selected by the Industrial Revenue Bonding Authority, but Mebane Packaging's counsel may be utilized in this case. The Inducement Agreement passed by the IRB Authority would allow Mebane Packaging to start spending. IV. Motion of Support in Principle John Gastineau made a motion that the project is a good candidate for approval for an Industrial Revenue Bond. This motion was seconded by Sandy McClamroch and passed unanimously. Minutes Prepared by: Minutes Approved By: -7/t livier Devaud -� Tom Tiemann Date Econ. Dev. Com. Staff Chair, Ind. Fac. Authority i 5 mebane packaging corporation MEBANE INDUSTRIAL PARK . P.O.BOX 408 . MEBANE,NC 27302 . 919563-3516 . TELEFAX 919 563-9664 . TELEX 323073 Mebane Packaging is considering an expansion of its North Carolina manufactur- ing facility in order to respond to increased volume capacity considerations. Mebane has only two feasible alternatives in order to respond to market pressures in a timely fashion. The alternatives are 1) expansion-of its North Carolina facility or 2) acquisition of another folding. carton company in a different geographical location. The expansion of the.North Carolina facility would be comprised of additional square footage for the manufacturing facility and additional production machinery. The following list describes the major components of the project and gives an approximation of their costs. Additional Building $ 900,000 (60,000 sq. feet @ $15/sq. foot) Printing Press 3,600,000 Gluer 250,000 Shredder & Balers 400,000 Intangibles 200,000 Closing Costs 100,000 Total Requested $ 5,450,000 The next item to be addressed is that of the employment profile. Mebane Packaging currently has 253 full-time North Carolina employees. Our projec- tious indicate that approximately forty-six jobs would be added as a result of the expansion. The majority of these jobs would be manufacturing positions, with only five or six administrative positions being created. The chart below illustrates how Mebane .Packaging's wages compare with the latest Orange County figures as obtained from Harold Wall, industrial developer with the North Carolina Department of Commerce in Raleigh. r 6 • ORANGE COUNTY WEEKLY WAGES Orange County Mebane Packaging Corp. 1990 (prof.) $448.91 $515.52 (actual) 1991 (proj .) 471.79 536. 14 (prof .) 1992 (prof .) 495.85 557.58 (prof .) 1993 (proj .) 521.14 579.88 (proj.) 4 Year Average $484.42 $547.28 Mebane also offers its employees a comprehensive medical and dental insurance plan at nominal cost, and also provides a profit sharing plan and a company match on 401-K savings. Mebane provides an in-house GED program for its employees who wish to obtain this certificate. Mebane realizes that a company's primary strength is its. human resources and is committed to attracting and retaining a skilled and educated work force. Environmental concerns are becoming one of the major issues facing corporate America today. Mebane Packaging Corporation recently concluded a thorough environmental audit that was required as part of our recapitalization process. The audit was performed by Westinghouse Geotechnical Services in Research Triangle Park and unequivocally gave Mebane Packaging a clean bill of health. Our manufacturing process does not create any toxic chemicals or emissions. The majority of the scrap paper generated in the production process is sold to various paper mills and is recycled. All necessary water permits have been obtained from the city of Mebane. Mebane Packaging's expansion will benefit other North Carolina companies. Raw materials are purchased from out-of-state companies but virtually all of the secondary materials used in the production process and most of the support services required are purchased from North Carolina companies. It should also be pointed out that most of Mebane's largest customers are located in North Carolina: The pharmaceutical industry is rapidly becoming a major force in the state, and Mebane Packaging Corporation is proud of its affiliation with these progressive companies. This interaction with other local companies helps create a positive synergistic effect on the North Carolina economy and inevitably increases tax revenue for the state. Orange County presently collects approximately $50,000 annually from Mebane Packaging through property taxes. The proposed addition at Mebane would generate an additional $20,000 for Orange County in property taxes. Mebane Packaging is also a' supporter of local charitable organizations and makes a special attempt to offer financial support to local educational institutions. Mebane Packaging is- confident that if Orange County approves this project that the corporation can obtain financing satisfactory to all parties in a timely fashion. Two of the largest banks in the state have already expressed an interest in issuing the letter of credit to stand behind the bonds should the project be approved. Mebane also has experienced legal counsel available to assist in bringing the bond issue to its completion. The corporation is looking forward to working with all of the appropriate organizations in the realization of this mutually beneficial project. f J 8 1 EXTRACT FROM MINUTES OF THE ORANGE COUNTY INDUSTRIAL FACILITIES AND POLLUTION CONTROL FINANCING AUTHORITY The Orange County Industrial Facilities and Pollution Control Financing Authority (the "Authority" ) met at the Commissioners Library in Hillsborough, North Carolina at 8 : 30 o 'clock 4 M. on July 10 , 1990 . Present: Thomas K. Tiemann, Sandy McClamroch, John McKee , Elaine Parker, Edward Bergman and Maury D. Klein Absent: John Gastineau Also present: Oli Devaud, John M. Link, Jr. , Geoffrey E . Gledhill , Joe Heldreth and Tpd Abernathy Geoffrey E . Gledhill, attorney to the Authority, indicated that Mebane Packaging Corporation, a North Carolina corporation (the "Company") , had expressed a desire that Smith Helms Mulliss & Moore, a North Carolina law firm, act as bond counsel in connection with a proposed financing by the Authority for the Company. Mr. Gledhill introduced information relating to the"• qualifications of Smith Helms Mulliss & Moorelto act as bond counsel. He noted that the firm had acted as bond counsel in connection with numerous industrial development bond issues in North Carolina. The Chairman then announced that action by the Authority designating Smith Helms Mulliss & .Moore, as bond counsel was appropriate. Thereupon Commissioner Tiemann introduced the following resolution which was read: BE IT RESOLVED BY THE ORANGE COUNTY INDUSTRIAL FACILITIES AND POLLUTION CONTROL FINANCING AUTHORITY THAT THE LAW FIRM OF SMITH HELMS MULLISS & MOORE BE AND HEREBY IS APPROVED AS BOND COUNSEL IN CONNECTION WITH THE FINANCING OF INDUSTRIAL AND MANUFACTURING PROJECTS BY THE AUTHORITY, INCLUDING A MANUFACTURING PROJECT FOR MEBANE PACKAGING -CORPORATION. Thereupon, on the motion of Commissioner Bergman seconded by Commissioner McClamroch , the foregoing resolution was passed by the following vote: Ayes : Tiemann, McClamroch, McKee, Parker, Bergman I and Klein Noes : None 9 The Chairman of the Authority announced that the Authority had been requestedl} y Mebane Packaging Corporation to agree to provide financing for -the construction of an approximately 60, 000 square foot manufacturing building addition and the installation of a printing press and other equipment in such addition to be used to manufacture packaging for products for retail sale, such addition to be located on property owned by the Company located on Oakwood Street Extension, Mebane Industrial Park, Orange County, North Carolina and, accordingly, that Smith Helms Mulliss & Moore, as bond counsel for the Authority, had prepared and distributed such an agreement, that counsel for the Authority had reviewed the agreement, and that he believed that it was in order for the Authority to approve the proposed agreement and authorize its officers to execute the same. Joe Heldreth of Mebane Packaging reviewed the planned project, pointing out the jobs to be created and the need for the facilities to be financed. Thereupon, .Commissioner Tiemann introduced the following resolution which was read: RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH MEBANE PACKAGING CORPORATION RELATING TO THE FINANCING OF AN INDUSTRIAL PROJECT IN ORANGE COUNTY, NORTH CAROLINA AND AUTHORIZING THE ISSUANCE OF BONDS OF THE AUTHORITY IN THE AGGREGATE PRINCIPAL AMOUNT OF APPROXIMATELY $5,500, 000 THEREFOR. BE IT RESOLVED by The Orange County Industrial Facilities and Pollution Control Financing Authority as follows : Section 1. The proposed Memorandum of Agreement relating to the financing of an industrial and manufacturing project (the "Project") for Mebane Packaging Corporation in Orange County, North Carolina is hereby approved in substantially the form presented at this meeting, and- the Chairman or the Vice Chairman and the Secretary or the Assistant Secretary of the Authority are hereby authorized to execute and deliver, for and on behalf of the Authority, counterparts of such Memorandum of Agreement, with such changes, additions and omissions as they may approve, their execution and delivery thereof being conclusive evidence of their approval of any such changes, additions and omissions in the form presented at this. meeting. Section 2 . The Authority hereby agrees to issue, subject to the terms and in accordance with the provisions of Chapter 159C of the General Statutes of North Carolina, as amended, its bonds in one or more issues in an aggregate principal amount up to approximately $5 ,500, 000 to pay all or a portion pf the cost of the Project, all as set forth in the Memorandum of Agreement, the interest on said bonds to be exempt from federal income taxation 2 10 by virtue of the provisions of Section 103 of the Internal Revenue Code of 1986 , as amended (or any successor therefor) . Section 3 . The Authority hereby requests that the State of North Carolina, pursuant to Chapter 588 of the 1987 North Carolina General Session Laws, or any other executive order or legislation relating to volume limitations on tax-exempt financing, allocate to the above-described revenue bonds and Project $5 , 500, 000 of the "unified volume limitation" (as described in said Session Laws or in any such other executive order or legislation) , and acknowledges that any such allocation shall be only for purposes of said Project and that any portion of such allocation not utilized in connection with such bonds and Project or which terminates or expires will, without further action, revert to the State of North Carolina. Section 4 . This resolution shall take effect upon its passage . Thereupon, on the motion of Commissioner McKee , seconded by Commissioner McClamroch , the foregoing resolution was passed by the following vote: Ayes: Tiemann, McClamroch, McKee, Parker, Bergman and Klein Noes : None P • F 3 11 STATE OF NORTH CAROLINA COUNTY OF ORANGE I, Maury D. Klein , Secretary of The Orange County Industrial Facilities and Pollution Control Financing Authority and keeper of the official minutes thereof, DO HEREBY CERTIFY, as follows: 1 . A special meeting of The Orange County Industrial Facilities and Pollution Control Financing Authority (the "Authority") was duly held on July 10 , 1990, proper notice of such meeting having been given as required by the bylaws of said Authority and by North Carolina statutes, and minutes of such meeting have been duly recorded in the Minute Book kept by me in accordance with law for the purpose of recording the minutes of the Board. 2 . I have compared the attached extract with the minutes so recorded and the extract is a true copy of :the minutes and of the whole thereof insofar as the minutes relate to matters referred to in such extract. 3 . The minutes correctly state the time when the meeting was convened and the place where such meeting was held and the members of the Board who attended the meeting. IN WITNESS WHEREOF,. I have hereunto set my hand and have hereunto affixed the corporate seal of the Authority, this 10 day of July, 1990. Secretary (SEAL) 4 12 MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between THE ORANGE COUNTY INDUSTRIAL FACILITIES -AND POLLUTION CONTROL FINANCING AUTHORITY, a political subdivision and body corporate and politic of the State of North Carolina (the "Authority") , and MEBANE PACKAGING CORPORATION, a North Carolina corporation ( "Company" ) . 1 . PRELIMINARY STATEMENT. Among the matters of mutual inducement which have resulted in the execution of this Memorandum of Agreement are the following: (a) The Authority is a political subdivision and body corporate and politic of the State of North Carolina duly created pursuant to the provisions of Article V, Section 9 of the Constitution of North Carolina and Chapter 159C of the General Statutes of North Carolina, as amended (the "Act" ) and is a political subdivision of a state entitled to issue a state or local bond within the meaning of Section 103 (c) of the Internal Revenue Code of 1986 , as amended (the "Code") , or a constituted authority authorized to issue obligations for and on behalf of such a political subdivision, all within the meaning of the applicable regulations under the Code. (b) The Company proposes to construct an approximately 60 , 000 square foot manufacturing building addition and to install a printing press and other equipment in such addition to be used to manufacture packaging for products for retail sale (the "Project") . The Project will be located on property -owned by the Company on Oakwood Street Extension, Mebane Industrial Park, Orange County, North Carolina. (c ) The Company expects that the Project may cost as much as $5 , 500, 000 inclusive .of construction period interest, underwriting discount or commissions, and legal, accounting, financing and printing expenses . (d) The Company has determined that as a result df the Project, approximately 46 jobs will be created. (e) The Company expects to pay an average weekly manufacturing wage either (i) in excess ofthe average weekly manufacturing wage in Orange County or (ii) not less than 10% above the average weekly manufacturing wage paid in the State . ( f) The Company has requested the Authority to enter into this Memorandum of Agreement for the purpose of declaring the Authority's intention to provide financing to pay all or a portion of the cost of the Project. ' 13 ( g) The Company has represented that neither it nor any affiliate has financed the Project, that neither acquisition, construction nor installation of the Project has yet commenced.. and that it is essential that the Company let contracts in connection with the acquisition, construction and installation of the Project immediately. ( h) Thi's Memorandum of Agreement is entered into to induce the Company to proceed with the necessary plans for the Project and to incur costs in connection with various phases of the Project ( including, as appropriate, any design and engineering costs, construction costs and costs of the acquisition and installation of any equipment and related expenses) and to assure the Company, prior to the issuance of the bonds of the Authority, that the Authority will, in accordance with and subject to the provisions of the Act, issue bonds to cover costs so incurred by the Company in connection with the Project, including such costs incurred by the Company prior to the issuance of the bonds . (i) The Company proposes that the Authority agree to issue its bonds under the Act in an aggregate principal amount sufficient to pay all or a portion of the cost of the Project, such bonds to be secured by the obligation of the Company to pay the debt service thereon and, by virtue of the provisions of Section 144 (a) of the Code, as now existing or hereafter amended, to be exempt from federal income taxation. ( j ) The Authority has determined, based upon representations made-' by the Company and without any independent investigation having been made by the Authority, that the acquisition, construction and installation ( "Acquisition") of the. Project by the Company and the financing of .all or a portion of the cost of the Project by the Authority will be in furtherance of the purposes of the Act in that it will induce the Company to undertake an industrial -project in North Carolina and will thereby aid in alleviating unemployment and raising. below average manufacturing wages inasmuch as the Project will create new job opportunities and pay an average weekly -manufacturing wage.- in excess of the average weekly manufacturing wage in Orange County or not . less than 10% above the average weekly manufacturing wage in the state. 2 . ' UNDERTAKINGS ON THE PART OF THE AUTHORITY. In accordance with and subject to the limitations of the Act, the Authority agrees as follows : (a) That it will authorize the issuance and sale of one or more issues of its revenue bonds, pursuant to the terms of the Act as then in force, in an aggregate principal 2 14 amount of up to $5 , 500 , 000 for the purpose of paying all or a portion of the cost of the Project. (b) That it will, at the proper time, and subject in all respects to .t;he prior advice, consent and approval of the Company, submit such applications , adopt such proceedings and authorize the execution of such documents as may be necessary and advisable for the authorization, sale and issuance of its bonds and the Acquisition of the Project, all as authorized by the Act and mutually satisfactory to the Authority and the Company. The bonds shall not be deemed to constitute a debt or a pledge of the faith or credit of the State of North Carolina or any political subdivision or agency thereof, but such bonds shall be payable solely from the payments to be provided (directly or indirectly) by the Company. The bonds issued shall be in such aggregate principal amount, shall bear interest at such rate or rates, shall be payable at such times and places, shall be in such forms and denominations , shall be sold in such manner and at such time or times , shall have such. provisions for redemption, shall be executed, and shall be secured as hereafter may be requested by the Company and fixed by the Authority, all on terms mutually satisfactory to the Authority and the Company. 3 . UNDERTAKINGS ON THE PART OF THE COMPANY. Subject to the conditions hereinabove- and hereinafter stated, the Company agrees as follows : (a) That it will generally arrange for, manage and carry out the Acquisition of the Project for and on behalf of the Authority. (b) That it will cooperate with the Authority in making arrangements for the sale and issuance of the bonds in an aggregate principal amount of up to $5 , 500, 000 and that to the extent that the proceeds derived from the sale of the bonds are not sufficient to complete the Project, the Company will supply all additional funds which are necessary for the completion of the Project. , (c) That contemporaneously with the delivery of the bonds, the Company will enter into a loan agreement, lease or other financing agreements, and such guaranties and related agreements as shall be necessary and appropriate so that the Company will be obligated to pay for the account of the Authority .sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the bonds when and as the same shall become due and payable . (d) That it will take such further action and adopt such proceedings as may be required �o implement its undertakings hereunder. 3 15 4 . GENERAL PROVISJONS . (a) Since it is anticipated that the Acquisition of the Project will ,commence prior to the sale of the bonds and the Company knows and acknowledges that the Authority will have no funds available to meet the costs 'of the Project other than those derived from the sale of the bonds, the Company agrees that it will advance from time to time all funds necessary for the Acquisition of the Project, and such funds when so advanced shall be deemed funds advanced on behalf of the Authority; provided, however, that the Authority shall not by virtue of such advances or otherwise through this Memorandum of Agreement acquire any property interest in the Project whatsoever. To the extent that the net proceeds derived from the sale of the bonds are sufficient for such purpose, the Authority agrees to repay from such net proceeds to the Company all funds so advanced promptly after the sale of the bonds . (b) The Authority and the Company agree that the Company shall provide all services incident to the Acquisi- tion of the Project, including, without limitation, acquisition of land, the preparation of plans, specifications and contract documents, the award of contracts, the inspection and supervision of work performed, the employment of engineers, architects, builders and other contractors, and the provision of money to pay the cost thereof pending reimbursement by the Authority from such bond proceeds, and the Authority shall have no responsibility for the provision of any such services . (c) All commitments of the Authority and of the Company pursuant to this Memorandum of Agreement are subject to the condition that .on or before 365 days from the date of approval of the Project by the Department of Economic and Community Development pursuant to the Act (or such later date as shall be mutually satisfactory to the Authority and the Company) , the Authority and the Company shall have agreed to mutually acceptable terms for the bonds and the sale and delivery thereof and mutually acceptable terms and conditions for the agreements referred to in Section 3(c) and the proceedings referred to in Sections 2 and 3 hereof . (d) Notwithstanding any other provision hereof, the term of this Memorandum of Agreement shall be deemed to have been extended for successive 365-day periods following the expiration of the term set forth in the foregoing paragraph (c) unless and until either party hereto notifies the other in writing of its election to terminate this Memorandum of Agreement not less than 30 days prior to the expiration of the current 365-day period. 0 If the events set forth in 4 16 paragraph. (c ) of this Section do not take place within the time set forth or any extension thereof, the Company agrees that it will reimburse the Authority for all reasonable out- of-pocket expenses, arising from the execution of this Memorandum of Agreement and .the performance by the Authority of its obligations hereunder, and this Memorandum of Agreement shall thereupon terminate . (e) So ,long as this Memorandum of Agreement is in effect, all risk of loss to the Project will be borne by the Company. ( f) The Company hereby releases the Authority from, agrees that the Authority and each Commissioner, officer and employee thereof shall not be liable for, and agrees to indemnify and hold harmless the Authority and each Commissioner, officer and employee thereof from, any liabilities, obligations, claims, damages, litigation, costs and expenses (including attorneys ' fees and expenses) imposed on, incurred by or asserted against the Authority or any Commissioner, officer or employee thereof for any reason whatsoever pertaining to the Project, the bonds or this Memorandum of Agreement or any transaction contemplated by this Memorandum of Agreement. (g) As a matter of general assurance by the Company to the Authority, the Company hereby covenants and agrees that it will indemnify the Authority for all reasonable expenses, costs and obligations incurred by the Authority under the provisions of this Memorandum of Agreement to the end that the Authority will not suffer any out-of-pocket losses as a result of the carrying out of any of its undertakings herein contained. It is furthermore expressly agreed that any pecuniary liability or obligation of the Authority hereunder shall be limited solely to the payments received by the Authority from the Company and to moneys derived from any financing relating to the Project, and nothing contained JM this Memorandum of Agreement shall ever be construed to constitute a personal or pecuniary liability or charge against any Commissioner 'o'r any .officer or employee of the Authority, and in the event of. a breach of any undertaking on the part of the Authority contained in this Memorandum of Agreement, no personal or pecuniary liability or charge payable directly or indirectly from the general funds of the Authority shall arise therefrom. (h) In any event, the provisions of this Memorandum of Agreement shall be superseded by the agreements entered into by the Authority and the Company in accordance with Section 3 (c) of this Agreement. 5 t 17 IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum o•f Agreement by their officers thereunto duly authorized as of the _ 0 day of July, 1990 . THE ORANGE COUNTY INDUSTRIAL FACILITIES AND POLLUTION CONTROL ATTEST: FINANCING AUTHORITY � Y Secretary Chairman (Seal) ATTEST: MEBANE PACKAGING CORPORATION Secretary P esident (Seal) 6 18 Draft: 7/9/90 THE ORANGE COUNTY INDUSTRIAL FACILITIES AND POLLUTION CONTROL FINANCING AUTHORITY'S $5,500,000 INDUSTRIAL REVENUE BOND (MEBANE PACKAGING CORPORATION) Tentative Timetable Date July 10, 1990 Meeting of Industrial Facilities and Pollution Control Financing Authority ( "Authority" ) to "induce" the Project; Inducement Resolution passed and Memorandum of Agreement executed. Week of Department of Economic and Community July 16, 1990 ..Development ( "DECD") Pre-Application Conference meeting held in Raleigh, North Carolina. July 20, 1990 Notice of the IRB project and of public hearing on the project to be held by the County Commissioners published in the Chapel Hill Herald (with notice also given to the North Carolina DECD) . July _, 1990 A commitment from. FUNB is obtained for Letter of Credit and Placement. August 6, 1990 Public hearing by County Commissioners to approve Project in principle and request an allocation for the Project from the IRB volume limitation for the State and County Commissioners., August 8, 1990 _Updated Application for Approval of Project delivered to and formally received by the North Carolina DECD. August _ 1990 North Carolina Department of Natural Resources and Community Development certifies as to environmental matters. By August _, 1990 North Carolina DECD approval obtained and allocation of a portion of the state volume limitation to the Project received. August 23, 1990 Draft documents due at North Carolina Local Government Commission ( "LGC") 19 On or before Publication of the North Carolina DECD August 24 , 1990 approval in the Chapel Hill He ald. (This Commences the thirty-day waiting period before the bonds can be issued during which any action challenging the approval must be filed) . Allocation of Volume Limitation. August 30, 1990 Documents in substantially final form and filed with LGC by August 31. 'September 4 , 1990 Final approval of issuance of bonds by the Authority September 4, 1990 Final approval of issuance of bonds by the County Commissioners (may slip to September 16.) . September 4, 1990 Approval of the interest rate on the bonds .and the sale of the bonds by the LGC. September 26, 1990 . Bond Pre-Closing September 27, 1990 Bond closing and notice sent to the North Carolina DECD of the closing and the amount of bonds issued. Subject to change. 2 20 NOTICE OF PUBLIC HEARING AND INTENTION TO SUBMIT TO THE DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT AN APPLICATION FOR APPROVAL OF AN INDUSTRIAL PROJECT The Orange County Industrial Facilities and Pollution Control Financing Authority (the "Authority" ) has determined to issue its revenue bonds in the principal amount of not more than $5, 500, 000 for the financing of all or a portion of the cost of an industrial project on behalf of Mebane Packaging Corporation, a North Carolina corporation (the "Company") , and intends to submit to the Secretary of the Department of Economic and Community Development an application for approval of the project if the issuance of the revenue bonds and the nature and location of the project are approved by the Board of County Commissioners of the County of Orange, North Carolina. The project consists of the construction of an approximately 60, 000 square foot manufacturing building addition and the installation of a printing press and other equipment in such addition to be used to manufacture packaging for products for retail sale (the "Project") . The Project will be located on property owned by the Company on Oakwood Street Extension, Mebane Industrial Park, Mebane, Orange County, North Carolina. The approximate cost of the Project is $5, 500, 000 and the maximum aggregate principal amount of bonds proposed to be issued by the Authority is $5, 500, 000. The Project will be owned and operated by Mebane Packaging Corporation, a North Carolina corporation, and will create approximately 46 jobs. The Authority entered into a Memorandum of Agreement with the Company dated July 10, 1990, committing the Authority, upon the satisfaction of the terms contained in such agreement, to issue its revenue bonds on behalf of the Project. Please take notice that the Board of County Commissioners of the County of Orange will hold a public hearing at the Courtroom of the Old County Courthouse, Churton and Kings Street, Hillsborough, North Carolina on. August 6, 1990 at 7 : 30 P.M. , at which any person may be heard regarding the proposed issuance of such revenue bonds and the nature and location of the Project. Following the hearing the Board of County Commissioners- intends to consider and take action on proposals to approve the issuance of such revenue bonds and to approve the Project in principle. Any person wishing to comment in writing on the proposed revenue bonds, the Project and the submission of the application in connection therewith should do so, within fourteen (14) days after the date of publication of this notice, to the Authority, c/o Clerk of County Board of Commissioners , Post Office Box 8181 , Hillsborough, North Carolina 27278 , to the County Commissioners, c/o Clerk of County Board of Commissioners, Post! Office Box 8181 , Hillsborough, North Carolina 27278 and to Mr. Mickey Hutchins^ Deputy Secretary of the Department of Economic and Community 21 Development, 430 North Salisbury Street, Raleigh, North Carolina 27611 (919/733-4962) . z z4az ame: Clerk, Board of Commissioners County of Orange, North Carolina Publish: July 20 , 1990 2 22 July 27, 1990 CERTIFIED MAIL RETURN RECEIPT REQUESTED Mr. James T. Broyhill, Secretary Department of Economic and Community Development 430 North Salisbury Street Raleigh, North Carolina 27611 Re: The Orange County Industrial Facilities and Pollution Control Financing Authority $5, 500, 000 Industrial Revenue Bonds (Mebane Packaging Corporation Project) . Dear Mr. Broyhill: This letter is to notify you that a public hearing will be held on August 6, 1990, before the Orange County .Board of County Commissioners on the approval and issuance of the above- referenced bonds. The hearing will be held in the courtroom of the Old County Courthouse, Churton and Kings Street, Hillsborough, North Carolina at 7 :30 p.m. A copy of the Notice of Public Hearing is enclosed herewith. You are invited to attend the hearing. Also enclosed is an additional copy of this letter for acknowledgment of receipt of notice of the hearing. Please sign and return the receipt copy of the letter to bond counsel at the address indicated below. Very _tyuly yours, Clerk to e Board o County Commissioners Enclosures RECEIPT of the contents of the '. foregoing notice is acknowledged as of , 1990, a date at least three working days before the date .of the above-mentioned public hearing. -_ NORTH CAROLINA DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT COMMERCE FINANCE CENTER By: The RECEIPT copy of the foregoing notice is to be mailed to bond counsel, Smith Helms Mulliss & Moore, P.O. Box 31247 , Charlotte, North Carolina 28231, Attention: Boyd C. Campbell, Jr. 23 EX'TRACT FROM MINUTES OF BOARD OF COYLMISSiONERS OF THE COUNTY OF ORANGE, NORTH CAROLINA The Board of Commissioners of the County of Orange, North Carolina (the "Board") , met in regular session in the Courtroom of the Old County Courthouse, Churton and Kings Street, Hillsborough, North Carolina, the regular place of meeting at 7.30 p.m. on August 6, 1990 with Chairman Carey presiding. The following Commissioners were: PRESENT: Chairman Moses Carey, Commissioners John Hartwell, Shirl Marshall and Don Willhoit ABSENT: Commissioner Steve Halkiotis ALSO PRESENT: County Manager John Link, County Attornev Geoffrey Gledhill and Clerk to the Board Beverly Blythe :M7 '-_- The Chairman stated that pursuant to Chapter 159C of the wwGeneral Statutes of North Carolina and the regulations thereunder w"he had been advised that The Orange County Industrial Facilities and Pollution Control Financing Authority (the "Authority") 'intended to file an application with the Secretary of the Depart- tent of Economic and Community Development for approval of an industrial and manufacturing project in Orange County, North 'Carolina, consisting of the construction of an approximately 60,000 square foot manufacturing building addition to be located on property owned by Mebane Packaging Corporation, a North Carolina corporation (the "Company") , on Oakwood Street Extension, Mebane Industrial Park, Mebane, Orange County, North 'Carolina and the installation of a printing press and other equipment in such addition to be used to manufacture packaging for products for retail sale (the "Project") by the Company and o be financed for the Company by the issuance of approximately 51500, 000 aggregate principal amount of bonds of the Authority. Such application for approval cannot, under regulations of the partment of Economic and Community Development, be officially eceived until , among other things, the Board has, ' by resolution iter having held a public hearing, approved the issue of bonds or the proposed Project and approved the Project in principle. �_. The Chairman presented to the Board copies of the h6rity 's resolution approving the Project and the inducement reement between the Authority and the Company. The Chairman, en stated that 'a notice had been published by the Clerk to the ,rd on July 20, 1990 stating that the Board would hold a public ring on August 6, 1990 on the proposed revenue bond issue and Project (the "Notice") . a T,. 24 Commissioner Hartwell moved that the Board ratify the publication of the Notice and designate this meeting as a public nearing on the revenue bond issue and the Project. The motion Was seconded by Commissioner Marshall and was unanimously adopted. At 7 : 55 P.M. , the Chairman announced that the Board would hear anyone who wished to be heard on the advisability 'of issuing the revenue bonds and the Project. Joe Heldreth , Treasurer of the Company, gave a brief description of the proposed project. The presiding officer then recognized such persons if any, who appeared either in person or ' by attorney, to be heard on the question of the advisability of the proposed project or the issuance of said bonds. The Clerk of = the Board of Commissioners reported that no written comment about ' the proposed project or the related bond issue had been received. :The names and addresses of the persons who were present and -Summaries of their comments are as follows: no one else spoke and there were no other comments "r After the Board had heard all persons who requested to be x,heard, Commissioner Marshall moved that the public hearing be ..%Closed. The motion was seconded by Commissioner Hartwell and .'Sias unanimously adopted. '_ . -r_.rhich Commissioner Carey introduced the following resolution � i was read at length: Resolution' No:. RESOLUTION APPROVING THE ISSUANCE BY THE ORANGE COUNTY INDUSTRIAL FACILITIES AND POLLUTION CONTROL FINANCING AUTHORITY OF ITS $5, 500 , 000 INDUSTRIAL REVENUE BONDS (MEBANE PACKAGING CORPORATION PROJECT) TO FINANCE AN INDUSTRIAL AND MANUFACTURING PROJECT IN ORANGE COUNTY, NORTH CAROLINA FOR MEBANE PACKAGING CORPORATION AND APPROVING SUCH PROJECT IN PRINCIPLE. .A WHEREAS, the Board of County Commissioners has created a litical subdivision and. body corporate and politic of the State og North Carolina known as "The Orange County Industrial Facili- dies and Pollution Control Financing Authority" (the Authority") ; and ;.. 2 25 WHEREAS , the Authority is authorized under the Industrial and Pollution Control Facilities Financing Act, Chapter 159C of . the General Statutes of North Carolina (the "Act") , to issue revenue bonds for the purpose, among others, of paying all or any part of the cost of any industrial or pollution control project for industry; to acquire, construct, improve and equip any such project; and to make and execute financing agreements, security documents and other contracts and instruments necessary or con- venient in the exercise of such powers; and WHEREAS, the Authority has determined to issue its revenue bonds to pay all or a portion of the costs of the construction and installation of an addition to an industrial facility located ' on Oakwood Street Extension, Mebane Industrial Park, in Mebane, in Orange County for the manufacture of packaging for products for retail sale (the "Project") , to be operated by Mebane - Packaging Corporation, a North Carolina corporation (the ; 11Company") , the interest on said bonds to be exempt from federal ,income taxation by virtue of the provisions of Section 103 of the Internal Revenue Code of 1986, as amended or any successor .therefor; and WHEREAS, the Authority intends to file an application for approval of the Project with the Secretary of the Department of r-Economic and Community Development (the "DECD") , as required by the Act; and . WHEREAS, the DECD has, by regulation, provided that no 3 application for approval of a project will be officially received until the governing body of the County from which the application is made has, by resolution after having held a public hearing, ;;approved the issue of revenue bonds and approved in principle the :.proposed project and a certified copy of such resolution has been provided to the DECD; and #. WHEREAS, the Board of County Commissioners, pursuant to public notice duly given, has held a public hearing on the proposed revenue bond issue and Project and has considered the comments of persons who requested to be heard; and WHEREAS, the Board of County Commissioners desires •to approve the issuance of revenue bonds and approve the Project in ; principle; NOW, THEREFORE, .' BE IT RESOLVED by the Board of County Commissioners of the ounty of Orange as follows: (1) The issuance of revenue bonds by the Authority in an aggregate principal amount of up to $5, 500, 000 to finance the Project is hereby approved. (2) The Project is hereby approved in principle. 3 26 (3) The Clerk of the Board of Commissioners is hereby .j«.` authorized and directed to provide a certified copy of this resolution to the DECD. l� �.::. (4) The Board of County Commissioners hereby requests F that the State of North Carolina, pursuant to Chapter 588 of the 1987 North Carolina General Session Laws, or any other executive order or legislation relating to volume 3 limitations on tax-exempt financing, allocate to the above- 'described revenue bonds and Project $5, 500, 000 of "unified >. volume limitation" (as described in said Session Laws or in any such other executive order or legislation) , and acknow- . ledges that any such allocation shall be only for purposes of said Project and that any portion of such allocation not utilized in connection with such bonds and Project or which terminates or expires as provided in said Session Laws will, without further action, revert to the State of North Carolina, and there is hereby approved the application by the Authority for such an allocation. (5) This. resolution shall take effect immediately upon } its passage:' �. Commissioner Willhoit moved the passage of the foregoing resolution and Commissioner Marshall seconded the motion, and the resolution was passed by the following vote: 6 AYES: Chairman Carey, Commissioners Hartwell, Marshall and Willhoit NAYS: None 3 } t { 4 ' 27 STATE OF NORTH CAROLINA) ) ss. . COUNTY OF ORANGE ) I x,41 �i� � Clerk of the Board of Commiss- ioners of the C unty of /Orange, DO HEREBY CERTIFY, as follows: 1. A regular meeting of the Board of Commissioners of the County of Orange, (the "Board") a county of the State of North Carolina, was duly held on August 6, 1990, proper notice of such meeting having been given as required by North Carolina statutes, and minutes of such meeting have been duly recorded in the Minute Book kept by me in accordance with law for the purpose of recording the minutes of the Board. 2. I have caused proper Notice of the Public Hearing portion of such meeting to be published at least fourteen days : prior to such meeting and to be delivered to the .Secretary of the t : Department of Economic and Community Development at least three +',. working days prior to such meeting, each as required by Department of Economic and Community Development Rule Section 1E-. 0204 . 3 . I have compared the attached extract with the minutes so recorded and the extract is a true copy of the minutes and of the whole thereof insofar as the minutes relate to matters -' referred to in such extract. 4 . The minutes correctly state the time when the meeting Was convened and the place where such meeting was held and the members of the Board who attended the meeting. IN WITNESS WHEREOF, I have hereunto set my hand and have y" hereunto affixed the corporate seal of the County, this day Ff:F of August, 1990. $] L a ^f Clerk, Boa d of Commiss ' ners of Orange County, North Carolina SEAL) I V I r. wl. 1 5 28 RESOLUTION OF THE ORANGE COUNTY INDUSTRIAL FACILITIES AND POLLUTION CONTROL FINANCING AUTHORITY AUTHORIZING THE AMENDMENTS TO DOCUMENTS FOR $5 , 200, 000 INDUSTRIAL DEVELOPMENT REVENUE BONDS (MEBANE PACKAGING CORPORATION PROJECT) SERIES 1990 WHEREAS, The Orange County Industrial Facilities and Pollution Control Financing Authority (the "Authority" ) is a political subdivision and body corporate and politic of the state of North Carolina duly created pursuant to the provisions of Article V, Section 9 of the Constitution of North Carolina and Chapter 159C of the General Statutes of North Carolina, as amended (the "Act") ; and WHEREAS, the Authority issued and sold its Industrial Development Revenue Bonds (Mebane Packaging Corporation Project) Series 1990 in the aggregate principal amount of $5 , 200, 000 (the "Bonds" ) , pursuant to and in accordance with a Trust Indenture (the "Original Indenture") , dated as of September 1, 1990 between the Authority and Branch Banking and Trust Company (the "Trustee") . WHEREAS, pursuant to the Original Indenture, the Authority and Mebane Packaging Corporation, now known as MPC Packaging Corporation, a North Carolina corporation (the "Company" ) entered into a Loan Agreement dated as of September 1, 1990 pursuant to which the Authority made a loan of the proceeds of the Bonds to the Company (the "Original Loan Agreement") . WHEREAS, the Company has requested that the Trustee and the Authority amend the Original Indenture pursuant to the First Supplemental Trust Indenture dated as of "= October 17, 1996 by and between the Trustee and the Authority (the "Supplemental Indenture" and together with the Original Indenture, the "Indenture") . WHEREAS, the amendments effectuated by the Supplemental Indenture would extend the maturity date on the Bonds from October 1, 2001 until January 1, 2006 and would revise the schedule of required -repayments of principal with respect to the Bonds . As a result, a revised form of Bonds will need to be issued and a new Form 8038 will need to be filed with the Internal Revenue Service with respect to the Bonds . WHEREAS, the Company has also requested that the Issuer execute an amendment to Loan .Agreement (the "Loan Amendment" and together with the Original Loan Agreement the "Loan Agreement") to reflect the amendment -set forth in the Supplemental Indenture. WHEREAS, the Company has determined to remove The Bank of New York as Remarketing Agent under the Indenture and to appoint First Union National Bank of North Carolina ("First Union") as C-378252.07245.01034 29 successor Remarketing Agent . The Indenture requires that the Authority approve the appointment of a successor '` Remarketing Agent . The Company has requested that the Authority so approve. WHEREAS, a draft of a Supplement to Private Placement Memorandum ( "Supplemental Placement Memorandum") has been prepared to describe, among other things, the transactions effectuated by the Supplemental Indenture and the appointment of First Union as successor Remarketing Agent . The Company has requested that the Authority approve the Supplemental Placement Memorandum. WHEREAS, drafts of the Supplemental Indenture (including the revised form of Bond attached as Exhibit A thereto) , the Loan Amendment (including the Amended and Restated Note attached as Exhibit A thereto) , and the Supplemental Placement Memorandum have been provided to the Authority. NOW, THEREFORE, BE IT RESOLVED BY THE AUTHORITY IN MEETING DULY ASSEMBLED: Section 1 . Authorization of the Amendments . The Supplemental Indenture, the Loan Amendment and the Supplemental Placement Memorandum are hereby approved and the Secretary be and is hereby authorized to execute and deliver each such document under the seal of the Authority for and on behalf of the Authority, in substantially the form previously provided to the Authority, with such completions, changes, insertions and modifications as shall be approved by the Secretary, the execution thereof by the Secretary to be conclusive evidence of such approval . The Supplemental Placement Memorandum is hereby authorized to be distributed in connection with the resale of the Bonds . Section 2 . Revised Form of Bonds . The revised form of Bonds, substantially in the form submitted at this meeting, are hereby approved; and the Chairman or Vice-Chairman is hereby authorized and directed to execute (by means of manual or facsimile signature) and deliver, and the Secretary or Assistant Secretary is hereby authorized and directed to attest (by means of manual or facsimile signature) , the Bonds substantially in such form with such necessary and appropriate variations, omissions and insertions as may be approved by the Chairman. The Bonds shall be executed and delivered in accordance with the terms and conditions of the Indenture. and this resolution. The Bonds shall bear the manual or facsimile signature of the Chairman or Vice-Chairman, the seal of the Authority shall be affixed, imprinted, lithographed or reproduced thereon and shall be attested by the manual or facsimile signature of the Secretary. The Bonds shall bear interest at a rate per annum (subject to adjustment and limitations) determined as set forth in the Indenture. Section 3 . 1 Form 8038 . The Chairman, Vice-Chairman or Secretary is hereby authorized and directed to prepare, execute and C-378252.07145.01034 -2- 30 file with the appropriate office of the Internal Revenue Service the information required to be provided pursuant to Section 149 (e) of the Internal Revenue Code, which information shall be provided on Internal Revenue Service Form 8038 or any successor form provided by the Internal Revenue Service . Section 4 . Approval. of First Union as Remarketing Agent . The removal by the Borrower of The Bank of New York as Remarketing Agent and the appointment by the Borrower of First Union as successor Remarketing Agent is hereby approved. Section 5 . Absence of Chairman. The Chairman, or in his absence the Vice-Chairman, is hereby designated the authorized Authority' s Representative for the purpose of acting on behalf of the Authority pursuant to the Loan Agreement and the Indenture. Section 6 . Further Action. The Chairman, Vice-Chairman or Secretary is hereby authorized and directed to take any and all action, and to execute and deliver any and all agreements, documents and instruments necessary or advisable to carry out any of the foregoing resolutions, the execution and delivery of any such agreements, documents and instruments or the taking of any such actions' to be conclusive evidence of the approval by such persons, or any of them, of the terms thereof . Section 7 . Provisions in Conflict Repealed. All prior orders, resolutions or proceedings in conflict with the provisions of this resolution shall be, and the same are hereby repealed, rescinded and set aside, but only to the extent of such conflict . T resolution shall become effective immediately upon the adoption thereof . Section 8 . Time of Effect . This resolution shall take effect upon its passage. C-378252.07245.01034 • -3- t 31 Passed and approved this day of 1996 . Secretary, The Orange County Industrial Facilities and Pollution Control Financing Authority ATTEST: C-378252.07245.01034 -4- 32 • KINQTES OF PUBLIC HEARING AND RESOLUTIONS OF THE BOARD OF CCM2ISSIONERS FOR TSE COUNTY OF ORANGE, NORTH CAROLINA The Board of Commissioners for the County of Orange, North Carolina, met in in , North Carolina, at _.M. , on October 15, 1996. The following were: Present: Commissioners Absent:. Commissioners Also Present: At .M. , announced that the Board'of Commissioners for the County of Orange (the "Board") would proceed to hold a public hearing and would hear anyone who wished to be heard on the proposed restructuring by The Orange County Industrial -Facilities and Pollution Control Financing Authority (the "Authority") of its $5,200, 000 Orange County Industrial Facilities and Pollution - Control Financing Authority Industrial Development Revenue Bonds (Mebane Packaging Corporation Project) Series 1990 (the "Bonds") , at the request of MPC Packaging Corporation (formerly known as Mebane Packaging Corporation) , to (a) extend the maturity date for the Bonds until January 1, 2006 and (b) change the schedule of principal amortization for the Bonds. It was stated that the Authority had adopted a resolution expressing its intention to so restructure the Bonds. Copies of the resolution were then submitted to the Board. officer of The Clerk to the Board presented an affidavit of an showing publication on 19_, a date at least 14 days prior hereto, of notice of the public hearing. It was directed that the affidavit of publication be attached to this extract of minutes as Exhibit A. C-1$6797.0W.0I034 • 33 It was requested that the Clerk to the Board inquire to determine whether there were any persons who wished to speak at the public hearing. The names and addresses of the persons who were present and who offered comments on the proposed issuance of the industrial development revenue bonds to finance the Project and a summary of their comments are listed on Exhibit B. After the Board had heard all persons who had requested to be heard, Commissioner moved that the public hearing be closed. The motion was seconded by Commissioner and was unanimously adopted. Thereupon, Commissioner introduced the following resolution, a copy of which had been distributed to each Commissioner and the title of which appeared on the agenda: RESOLUTION APPROVING IN PRINCIPLE THE RESTRUCTURING OF THE $5,200,000 ORANGE COUNTY INDUSTRIAL FACILITIES AND POLLUTION CONTROL FINANCING AUTHORITY INDUSTRIAL DEVELOPMENT REVENUE BONDS (MEBANE PACKAGING CORPORATION PROJECT) SERIES 1990 BE IT RESOLVED by the Board as follows: Section 1. The proposed restructuring of the $5,200,000 Orange County Industrial Facilities and Pollution Control Financing Authority Industrial Development Revenue Bonds (Mebane Packaging Corporation Project) Series 1990 (the "Bonds") to (a) extend the maturity date for the Bonds until January 1, 2006 and (b) change the schedule of principal amortization for the Bonds is hereby approved in principle. Section 2 . This resolution shall take effect immediately upon its passage. Commissioner moved passage of the foregoing resolution. Commissioner seconded the motion, and the resolution was passed by the following vote: Ayes: Commissioners Noes: Commissioners Abstaining: a G3E6197.0h45-01034 .2- 34 I, Clerk to the Board of Commissioners for the County of Orange, North Carolina, DO HEREBY CERTIFY that the foregoing is a true and complete copy of so much of the public hearing and other proceedings of the Board of Commissioners for such County at a meeting held on 19—, as relates in any way to, the public hearing and resolution hereinabove set forth. I DO HEREBY FURTHER CERTIFY that proper notice of such meeting was given as required by North Carolina statutes, and minutes of such meeting have been duly recorded in the Board' s Minute Book kept by me in accordance with law. WITNESS my hand and the official seal of Orange County, this day of October, 1996. Clerk to the Board of Commissioners (SEAL) I C-3W797.9M5.01M4 -3- 35 EXHIBIT A [Copy of affidavit of publication of notice of public hearing] 36 EXHIBIT B -[Names and addresses of persons who offered comments at public hearing and summary of those comments]