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HomeMy WebLinkAboutRES-1996-048 Resolution of OC Industrial Facilities & Pollution Control Financing Authority Authorizing Amendments to Documents for $5,200,000 Industrial Revenue Bonds g r� RESOLUTION OF ORANGE COUNTY INDUSTRIAL FACILITIES AND POLLUTION CONTROL FINANCING AUTHORITY AUTHORIZING THE AMENDMENTS TO DOCUMENTS FOR $5,200, 000 INDUSTRIAL 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 , 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 e C-378252.07245.01034 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 . Form 8038 . The Chairman, Vice-Chairman or Secretary is hereby authorized and directed to prepare, execute and e C-378252.07245.01034 -2- 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 S. 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. That 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. For cause, this resolution shall become effective immediately upon the adoption thereof. Section 8 . Time of Effect. This resolution shall take effect upon its passage. e 6378252.07245.01034 —3— Passed and approved this 10 day of October , 1996 . aa�l �autztl Secretary, Orahge County Industrial Facilities and Pollution Control Financing Authority ATTEST: C X4 Chair , range Count Industrial Facilities and Pollution Control Financing Authority I c-378252.07245.01034 -4-