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5 <br /> and in accordance with a Trust Indenture (the "Original Indenture"), dated as of September 1, 1990 between <br /> the Authority and Branch Banking and Trust Company (the "Trustee"). <br /> WHEREAS, pursuant to the Original Indenture, the Authority and Mebane Packaging Corporation, now <br /> known as MPC Packaging Corporation, a North Carolina corporation (the "Company") entered into a Loan <br /> Agreement dated as of September 1, 1990 pursuant to which the Authority made a loan of the proceeds of <br /> the Bonds to the Company (the "Original Loan Agreement'). <br /> WHEREAS, the Company has requested that the Trustee and the Authority amend the Original Indenture <br /> pursuant to the First Supplemental Trust Indenture dated as of October 17, 1996 by and between the <br /> Trustee and the Authority (the "Supplemental Indenture" and together with the Original Indenture, the <br /> "Indenture"). <br /> WHEREAS, the amendments effectuated by the Supplemental Indenture would extend the maturity date <br /> on the Bonds from October 1, 2001 until January 1, 2006 and would revise the schedule of required <br /> repayments of principal with respect to the Bonds. As a result, a revised form of Bonds will need to be <br /> issued and a new Form 8038 will need to be filed with the Internal Revenue Service with respect to the <br /> Bonds. <br /> WHEREAS, the Company has also requested that the Issuer execute an amendment to Loan Agreement <br /> (the "Loan Amendment' and together with the Original Loan Agreement the "Loan Agreement") to reflect the <br /> amendment set forth in the Supplemental Indenture. <br /> WHEREAS, the Company has determined to remove The Bank of New York as Remarketing Agent under <br /> the Indenture and to appoint First Union National Bank of North Carolina ("First Union") as successor <br /> Remarketing Agent. The Indenture requires that the Authority approve the appointment of a successor <br /> Remarketing Agent. The Company has requested that the Authority so approve. <br /> WHEREAS, a draft of a Supplement to Private Placement Memorandum ("Supplemental Placement <br /> Memorandum") has been prepared to describe, among other things, the transactions effectuated by the <br /> Supplemental Indenture and the appointment of First Union as successor Remarketing Agent. The <br /> Company has requested that the authority approve the Supplemental Placement Memorandum. <br /> WHEREAS, drafts of the Supplemental Indenture (including the revised form of Bond attached as Exhibit A <br /> thereto), the Loan Amendment(including the Amended and Restated Note attached as Exhibit A thereto), <br /> and the Supplemental Placement Memorandum have been provided to the Authority. <br /> NOW, THEREFORE, BE IT RESOLVED BY THE AUTHORITY IN MEETING DULY ASSEMBLED: <br /> Section 1. Authorization of the Amendments. The Supplemental Indenture, the Loan Amendment <br /> and the Supplemental Placement Memorandum are hereby approved and the Secretary be and is hereby <br /> authorized to execute and deliver each such document under the seal of the Authority for and on behalf of <br /> the Authority, in substantially the form previously provided to the Authority, with such completions, changes, <br /> insertions and modifications as shall be approved by the Secretary, the execution thereof by the Secretary <br /> to be conclusive evidence of such approval. The Supplemental Placement Memorandum is hereby <br /> authorized to be distributed in connection with the resale of the Bonds. <br /> Section 2. Revised Form of Bonds. The revised form of Bonds, substantially in the form submitted at <br /> this meeting, are hereby approved; and the Chairman or Vice-Chairman is hereby authorized and directed <br /> to execute (by means of manual or facsimile signature) and deliver, and the Secretary or Assistant <br /> Secretary is hereby Authorized and directed to attest (by means of manual or facsimile signature), the <br /> Bonds substantially in such form with such necessary and appropriate variations, omissions and insertions <br /> as may be approved by the Chairman. The Bonds shall be executed and delivered in accordance with the <br /> terms and conditions of the Indenture and this resolution. The Bonds shall bear the manual or facsimile <br /> signature of the Chairman or Vice-Chairman, the seal of the Authority shall be affixed, imprinted, <br /> lithographed or reproduced thereon and shall be attested by the manual or facsimile signature of the <br /> Secretary. The Bonds shall bear interest at a rate per annum (subject to adjustment and limitations) <br /> determined as set forth in the Indenture. <br /> Section 3. Form 8038. The Chairman, Vice-Chairman or Secretary is hereby authorized and directed <br /> to prepare, execute and file with the appropriate office of the Internal Revenue Service the information <br />