04-14-2015 IDA Board Meeting PacketINDUSTRIAL DEVELOPMENT AUTHORITY
OF PITTSYLVANIA COUNTY, VIRGINIA
Pittsylvania County Board of Supervisors ' Conference Room
1 Center Street, Chatham, Virginia 24531
IDA BOARD MEETING PACKET
REGULAR MEETING
TUESDAY, APRIL 14, 2015
6:00 P.M.
Eddie L. Hite, Jr., Chairman
Stanley Simpson, Secretary/Treas.
Charlie Mahan, Vice-Chairman
Ron McMahon
Randy Anderson
Ronnie Haymore
Joey Faucette
INDUSTRIAL DEVELOPMENT AUTHORITY
OF PITTSYLVANIA COUNTY, VIRGINIA
MEETING
TLJESDAY, APRIL 14, 2015
6:00 P.M.
Pittsylvania County Board of Supervisors' Conference Room
1 Center Street, Chatham, Virginia 24531
AGENDA
I. Call to Order
II. Roll Call
III. Approval of Agenda — page I
IV. Approval of Meeting Minutes (March 10, 201S) — pages 2-S
V. Review of Financial Statements (as ofApril 10, 201 S)
A. Regular Checking — pages 6-8
B. A or Debt Reserve — pages 9-10
C. BB& T Loan — pages 11-13
VI. Unfinished Business — pages 14-20
A. Approval of Refinance American National Bank Commitment Letter —
Chairman's Signature
VII. New Business — pages 21-25
A. Ratify - Harris, Harvey, Neal & Co., LLP Administration Fee Authorization
Letter
B. Authorization of Payment to Harris, Harvey, Neal & Co., LLP for Audit
Services
VIII. Updates by Gregory L. Sides, Assistant County Administrator
IX. Matters from the Board
X. Closed Session
Authority: § 2.2-3711(A)(3) of the Code of Virginia, 1950, as amended
Subject: Ringgold East Industrial Pazk
Purpose: Discussion or consideration of acquisition of real property for a
public purpose where discussion in an open meeting would
adversely affect the bargaining position or negotiating strategy of
the public body.
XI. Adjourn
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rova o lnute s
arc
Pz
RAFT
INDUSTRIAL DEVELOPMENT AUTHORITY
OF PITTSYLVANIA COUNTY, VIRGINIA
Pittsylvania County Board of Supervisors' Conference Room
1 Center Street
Pittsylvania County Industrial Development Authority
6:00 P.M.
Minutes
March 10, 2015
IDA Members Present
Eddie L. Hite, Jr., Chairman
Charlie Mahan, Vice-Chairman
Stanley Simpson, Secretary/Treas.
Randy Anderson
Ron McMahon
Ronnie Haymore
Dr. Joey Faucette
Staff Present
J. Vaden Hunt, Esq. (County Attorney/IDA Attorney), Gregory L. Sides, (Assistant County
Administrator/Planning), and Brenda O. Robertson (Legal Secretary/IDA Clerk).
Call to Order
The meeting of the Industrial Development Authority of Pittsylvania County, Virginia (the "IDA"),
was called to order by Mr. Hite-Chairman at 6:00 P.M. in the Pittsylvania County Board of
Supervisors' Conference Room, 1 Center Street, Chatham, Virginia, 24531.
Roll Call
IDA roll call by Ms. Robertson (IDA Clerk). All IDA members present.
Auproval of A enda
Motion was made by Mr. Haymore, seconded by
Motion carried unanimously by IDA members.
Mr. Anderson, to approve the meeting's Agenda.
Aaaroval of the Minutes
Motion was made by Mr. Mahan, seconded by Mr. Anderson, to approve the January 13, 2015,
Meeting Minutes. Motion carried unanimously by IDA members. There were no minutes for
February; meeting was cancelled.
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iviarcn i u, v i
IDA Minutes
Page 2
Financial Reports
The IDA Checking Account balance as of February 6, 2015, was $140,252.47. The IDA Checking
Account Balance as of March 6, 2015 was $139,653.32. The Axxor Debt Reserve Account balance as
of February 6, 2015, was $223,694.58, and the Axxor Debt Reserve Account balance as of March 6,
2015, was $229,389.49. BB&T Loan Account balance as of February 6, 2015, was $1,685,537.67.
BB&T Loan Account balance as of March 6, 2015, was $1,679,231.26. The CD Account balance as
of February 6, 2015, and March 6, 2015, is $193,824.87. Motion was made by Dr. Faucette, seconded
by Mr. McMahon, to approve the financial reports for both months. Motion carried unanimously by
IDA Members.
Closed Session
Motion by Mr. Haymore, seconded by Dr. Faucette to enter into Closed Session for the following:
Consultation with legal counsel pertaining to actual or probable litigation, where such consultation
or briefing in open meeting would adversely aff'ect the negotiating or litigating posture ofthe public
body; and consultation with legal counsel employed or retained by a public body regarding specific
legal matters requiring the provision oflegal advice by such counsel.
Authority:
Subject:
Purpose:
2.2-3711(A)(7) of the Code of Virginia, 1950, as amended
Intertape Loan Refinancing
Consultation with and Provision of Legal Advice by Legal Counsel Regarding
Commitment Letter and Financing Collateral Documents
Motion was made by Dr. Faucette, seconded by Mr. Haymore, to re-enter into Open Session.
PITTSYLVANIA COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
CERTIFY CLOSED MEETING
BE IT RESOLVED that at the Meeting of the Pittsylvania County Industrial
Development Authority on March 10, 2015, the Board hereby certifies by a recorded vote that to
the best of each Board member's knowledge only public business matters lawfully exempted from
the open meeting requirements of the Virginia Freedom of Information Act and identified in the
motion authorizing the closed meeting were heard, discussed or considered in the closed meeting.
If any member believes that there was a departure from the requirements of the Code, he shall so
state prior to the vote indicating the substance of the departure. The statement shall be recorded
in the minutes of the Board.
Eddie L. Hite, Jr., Chairman
Charlie Mahan, Vice-Chairman
Stanley Simpson, Secretary/Treas.
Randy Anderson
Ron McMahon
Ronnie Haymore
Dr. Joey Faucette
Vote
Yes
Yes
Yes
Yes
Yes
Yes
Yes
The IDA Board members returned to Open Session at 6:35 p.m.
P4
Mazch 10, 2015
IDA Minutes
Page 3
Unfinished Business
Ratifv Extension Fee of $300 navable to VCC
Motion was made by Dr. Faucette, seconded by Mr. Anderson, to ratify the extension fee payment of
300, to Virginia Community Capital to allow the IDA, more time to pay the total loan amount due.
The extension date is June 1, 2015. Motion carried unanimously by IDA Members.
New Business
AFID Grant Renavment — Dan River Plants. LLC
Dan River Plants, LLC, has suspended its business operation at the Ringgold East Industrial Park
location. Dan River Plants, LLC, failed to meet the requirement in their Performance Agreement. An
AFID grant in the amount of $150,000, to assist with their new facility, was paid to the Locality, and
they disbursed to the IDA, the IDA disbursed the funds to the Company. By defaulting the
Performance Agreement, Dan River Plants, LLC is now required to repay the entire AFID Grant to
the Authority. The repayment of the AFID Grant was received by the County. Motion was made by
Dr. Faucett, seconded by Mr. Haymore, to authorize the County to accept the repayment check in the
amount of $150,000, to repay the AFID Grant by March 23, 2015.
CD Maturitv
The IDA Certificate of Deposit ("CD") will mature on March 31, 2015. The IDA members desires to
transfer the CD plus interest, into their Checking Account. Motion was made by Mr. Simpson,
seconded by Mr. Haymore to authorize the chairman to transfer the CD funds to the Checking
Account. Motion carried unanimously by IDA Members.
Stipend for Members and Clerk
The reimbursement request to County has been granted. The IDA received a check in the amount of
5200, for July 2014 to February 2015. The IDA Chairman authorized the Clerk to request for future
reimbursement, every six (6) months.
Updates
Gregorv L. Sides (Assistant Countv Administrator/Planning & Development)
Mr. Sides gave updates on ongoing projects.
With there being no further business, motion was made by Mr. Haymore, seconded by Mr. McMahon,
to adjourn meeting. Chairman, Mr. Hite, adjourned meeting at 7:00 P.M.
Respectfully Submitted, Approved:
W. Stanley Simpson IDA, Secretary Eddie L. Hite, Jr., IDA, Chairman
PS
ec ln ccount
As of
April 10, 2015)
P6
A count Details
Small Business Online Banking
Account Details
Checking 6030 / $337,792.42
As of Apr 10,2015
Available Balance
Posted Balance
Interest Paid (YTD)
Interest Rate
Routing Number
Account Number
337,792.42
337, 792.42
2.80
0.010%
4260 show
6030 show
Manaqe Mv Alerts
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Transaction Details
Date Type Check # Description
04/02/2015 Credit
04/01/2015 Credit
03/31/2015 I nterest
03/31/2015 Check 1582
03/30/2015 Check 1583
COUNTER DEPOSIT
View
EDI PYMNTS In-
tertape Polyme
00061NDUSTRIAL
DEV.A ACH CREDIT
INTEREST PAY-
MENT
TELLER CASHED
CHECK #1582 View
CHECK #1583 View
Page 1 of 2 :
Debit - Credit + Dail Posted
alancel
194,238.17 $337,792.42
45,859.24 $143,554.25
0.96
150.00 S rn ps r,
150.00 i`(1 i,InG.r
97,695.01
97,844.05
https://smallbusinessonline.bbt. com/olbsys/bbtolbext/bankcards/manageDetails?0.1090827... 4/ 10/2015
P7
Account Deta.ils
Date Tvpe
03/25/2015 Check
03/23/2015 Check
103/23/2015 Deposit
03/12/2015 Check
03/11/2015 Check
03/il/2015 Check
03/11/2015 Check
03/11/2015 Check
03/li/2015 Check
Check # Description
1578 1 CHECK #1578 View
1579 CHECK #1579 View
DEPOSIT View
1586
1587
1585
1584
1581
1580
CHECK #1586 View
CHECK #1587 View
CHECK #1585 View
CHECK #1584 View
CHECK #1581 View
CHECK #1580 View
Debit - Credit +
10, 015.13 CC
35,844.14 N 3j
5,200.00
150.00 q,r
100.00 A rso
150.00 n,
150.00 m(i aho
150.00 {.'-,
300.00 3c c..
Page 2 of 2 :
Daily Posted
Balancel
97,994.05
108, 009.18
138,653.32
138, 803.32
Your Pendina Transactions and Available Balance will be adjusted during our nightly processing cyGe as activity is posted to your account.
Transactions are paid from your Available Balance at the time of posting consistent with payment guidelines in your Bank Service Aareement.
Daily Posted Balance: The posted balance after nightly processing is completed. Please note that transactions are paid from your Available Balance
consistent with our payment guidelines, and that the Available Balance may be different than your Daily Posted Balance. Important: The Daily Posted
Balance does not refled all pending transactions and fees and should not be used to determine how overdraft fees were assessed.
Online Banking Support: 888-BBT-ONLINE (888-228-6654) Credit Cards: 800-476-4228
Customer Service Contact Us Privacy and Security Disclosures
O 2015, Branch Banking and Trust Company. Member FDIC. All Rights Reserved.
https:l/smallbusinessonline.bbt. com/olbsys/bbtolbexPgbankcards/manageDetails?0.1090827... 4/ 10/2015
et e s erve c c ount
As of
April 10, 2015)
P9
A count Details
Small Business Online Banking
Account Details
Checking 7017 / $235,084.63
As of Apr 10,2015
Available Balance
Posted Balance
Interest Paid (YTD)
Interest Rate
Routing Number
Account Number
235,084.63
235,084.63
N/A
N/A
4260 show
7017 show
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Sta rted >
Transaction Details
Date Type Check # Description
04/06/2015 Credit
03/31/2015 Interest
03/23/2015 Check 138
BUS DISB AXXOR N A
LLC INDUSTRIAL DEV
AUTH ACH CREDIT
INTEREST PAYMENT
CHECK #138 View
Debit - Credit +
14, 306. 76
20,000.00
1.90
Daily Posted
Balancel
235,084.63
215, 084.63
215,082.73
Your Pendina Transactions and Available Balance will be adjusted during our nightly processing cycle as activity is posted to your account.
Transactions are paid from your Availabte Balance at the time of posting consistent with payment guidelines in your Bank Service Aareement.
Daily Posted Balance: The posted balance after nightly processing is completed. Please note that transactions are paid from your Available Balance
consistent with our payment guidelines, and that the Available Balance may be different than your Daily Posted Balance. Important: The Daily Posted
Balance does not reflect all pending transactions and fees and should not be used to determine how overdraft fees were assessed.
https://smallbusinessonline.bbt.com/olbsys/bbtolbePtioccntHist/acctDetails?action=manag... 4/10/2015
oan
As of
April 10, 2015)
P11
Ac ouni Details Page 1 of 1
Small Business Online Banking
Accou nt Deta i ls
Note 00001 / $1,673,171.36
As of Apr 10,2015
Batance
Original Balance
1,673,171.36
2,000,000.00
L
Primary Account:
Business Loan Account°
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Sta rted >
Online Banking Support: 888-BBT-ONLINE (888-228-6654) Credit Cards: 800-476-4228
Customer Service Contact Us Privacy and Security Disclosures
O 2015, Branch Banking and Trust Company. Member FDIC. All Rights Reserved.
https://smallbusinessonline.bbt. com/olbsys/bbtolbextlbankcards/manageDetails?0.6744463 ... 4/ 10/2015
P12
Y
Business Loan Statement
5042 209 1670 494- 01 -01 -00
INDUSTRIAL DEV AUTH OF PITTSYLVANIA COUN
21 N MAIN ST
CHATHAM VA 24531-3113
Statement Date: 03/13/2015
Loan Summary
Account Number ....................................................
Current Loan Amount ....................................................$1,679,231.26
Current Principal Balance ................................................$1,679,231.26
InterestRate ............................................................................5.89700%
Daily Interest Charge ............................................................$275.0674
InterestPaid YTD .................................................................$16,581.69 ,.
Maturity Date .......................................................................09/30/2017
Billing Summary
Payment Due Date .......................................................... 03/30/2015
Current Principal Due ............................................................$6,059.90
Current Interest Due .............................................................$8.246.86
Current Late Fees Due ..................................................................$0.00
Current Other Fees Due ..............................................................$0.00
Past Due Date .....................................................................00/00/0000
PastDue Amount ....................................................................................$0.00
Total Amount Due ...............................................................$14.306.76
Transaction History
Date Description
CURRENT RATE
02/23/15 PAYMENT
Principal
6,306.41
If your payment is not received within 10 days of the payment due date
shown, a late fee will be assessed.
For over 135 years, through good times and turbulent times, through depressions
and recessions, BB&T has remained a solid, consistent guiding light for our dients.
Despite the very challenging economic environment, BBBT's financial performance
remains strong. We have avoided the major problems being experienced by many
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Stop by your local financial center, visit BBT.com, or call 1-800-BANK-BBT, to
experience the BB&T difference.
Lender
Interest Fees
8,000.35
Member FDIC
Interest Rate Principal Balance
5.897
1, 679,231.26
4N
Defarh hae andmaAwifhyovrpaymentinfhe enclosedemebpe. Make cherkpayaWe10BBdT. BesuretoinrJuderaurbenaccounfnum6eron fhecheck AHow7dats tapostaldeli..er. ' :..................................................
PAYMENT VOUCHER Customer Note TC Statement Date Pa ment Due D
00001 84 03/13/2015 03/30/2015
302953245145800001500000014306760507
o Check here ifyouprefer to have your payment drafted. INDUSTRIAL DEV AUTH OF PITTSYLVANIA
Total Amount Due: $14,306.76
Amount EnGosed $
BB&T ITEM PROCESSING CENTER \
PO BOX 580050
CHARLOTTE N C 28258-0050
I Il l lii l l lll ill l iilll l l lill
0000 i' :5 260 2 2 2 29: 953 245 i458 i' 84
P13
n inl s e us lne s s
Approval ofRefinance
American National Bank Commitment Letter
Chairman 's Signature
P14
1
A.MERICAN NATIONAL
otrrRelcrtionslri B r rk
March 10, 2015
Mr. Eddie L. Hite, Jr., Chairman
Industrial Development Authority of Pittsylvania County, VA
P. O. Box 426
Chatham, VA 24531
Re: Term Loan Commitment
Dear Mr. Hite:
P.O. Box 19i • 628 Main Street
Danville, Virginia 24543-0191
American National Bank and Trust Company {hereafter the "Bank"), is pleased to offer the
Industrial Development Authority of Pittsylvania, County, VA (the "Borrower") a term loan in an
amount not to exceed the options outlined below, (hereafter, the "loan") subject to the following
terms and conditions:
BORROWER:
Industrial Developinent Authority of Pittsylvania County, VA
PURPOSE:
Refinance existing second lien held by Virginia Community Capital.
AMOUNT OF LOAN:
OPTION ONE:
Increase existing Bank loan by up to an additional $1,000,000.00, with the total loan amount not
to exceed $4,400,000.00.
OPTION TWO:
Refinance existing second lien held by Virginia Community Capital by establishing a new Loan
not to exceed $1,000,000.00 and leaving tl e existing first lietl in place.
INTEREST RATE:
Interest shall accrue at a fixed rate of 3.95%. Interest shall accrue on the basis of a 360 day year
as applied to actual days. T'he rate shall apply to both loans regardless of which option above is
chosen. The rate shall be 3.95% fixed for 84 months for the toal amount financed.
CONIMITMENT FEE:
2,500.00
American National Bank and Trust Company
Phone 434.792.5111 • Fax 434.773.2207 • www.amnb.com
P15
REPAYMENT TERMS:
Principal and interest payments shall be due monthly based on up to a one hundred and eighty
180) month arnortization with a full maturity at eighty-four (84) months. The lease term shall
equal or exceed the maturity term of the Loan.
PREPAYMENT PENALTY:
The prepayment penalty is calculated based on principal balance prepaid by refinancing with
another financial institution. The prepayment penalty is as follows: 2% during years one to two
and 1% during year's three to four.
GUARANTORS:
Pittsylvania County, VA shall provide a resolution assigning the existing Limited Moral
Obligation Agreement in the amount of $898,000.00, in form and substance acceptable to the
Bank, in support of the repayment of the Loan plus any accrued interest thereon.
COLLATERAL:
The Loan shall be secured by a first priority lien interest on the IDA of Pittsylvania County
owned building leased to Intertape located at Ringgold Industrial Park. The Borrower shall, by
instrument in form and substance acceptable to the Bank, assign unto the Bank, as additional
security for the Loan, all leases now or hereafter Existing on the Secured Property described
above, and all rents, issues and profits derived therefrom.
CLOSING COSTS AND EXPENSES:
The Bonower, Guarantor, and/or Intertape shall pay all costs and expenses incurred by the Bank
in connection with the Bank's review, due diligence and closing of the Loan, including any
appraisal and attorneys' fees incurred by the Bank in connection with the negotiation and
preparation of the loan documentation, the costs ofany environxnental investigation and audit,
appraisal, recording costs and any other costs or closing expenses normal for this type of
transaction, whether or not the Lotin achially closes. Any and all closing costs relative to this
Loan including any extension fees or costs sha11 be added to the loan balance and fnanced into
this transaction,
TITLE INSURANCE AND APPRAISAL:
The Loan is subject to Bank obtaining title insurance containing no title exceptions except those
sarisfactory to the Bank, insuring the Bank's Credit Line Deerl of Trust against the Property and
the Bank determining that the market value ofthe Property will equal or exceed $5,866,667.00.
Market value will be based on (a) an appraisal in form and substance satisfactory to the Bank
which satisfies all of the applicable re ulations adopted by the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller af
the G rrency; and (b) an internal review by the Bank of the data, assumptions and conclusions
found in the appraisal.
ENVIRONMENTAL AUDTT:
The Ioan is further subject to the Ba lc receiving an acceptable environmental report on the
property. Depending on the type of property, this may be as sunple as completion of a property
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P16
history questionnaire and a search of public information databases. Please complete and return
the attached Owners' Site Quesrionnaire. In order to minimize your costs, the Bank will analyze
your completed Questionnaire and other available information of record to determine if further
environmental due diligence is needed. There will be a$100.00 charge to you for the records
search repart on each property. If at the sole discretion of the Bank, further environmental
investigation or inspection is required, you will be so advised. Upon your authorization and at
your expense, an acceptable report will be obtained from a qualified consultant acceptable to the
Bank with respect to an investigation and audit of the Property, the scope of which will be
defined by the Bank, demonstrating that the property is environmentally acceptable to the Bank.
HAZARD INSUR.ANCE:
With respect to the real estate collateral herein, evidence satisfactory to the Bank of fire and
casualty insurance in an amount not Iess than the full amount of the Loan (and flood insurance, if
appiicable) narning the Bank as a loss-payee thereunder with regard to such real estate.
With respect to the personal property or other collateral described herein referred to above, the
Bank shall have received (i) casualty insurance policies on tangible personal properry naming the
Bank as a loss payee thereunder, and (ii) evidence satisfactory to the Bank as to the validity,
enforceability and priority of the Bank's security interest therein, subject only to any prior liens as
may be acceptable to the Bank in its sole discretion.
CONDITIONS TO FII2ST ADVANCE:
Prior to the making by the Bank of the first advance to the Bonower, the following conditions
precedent shall have occurred:
The Bank shall have received, duly executed, all promissory notes, loan agreements, security
agreements, financing state nents, assignments, agreements, corporate resolutions, insurances and
other documents and instruments necessary or advisable in connection with the loan, all of which
shall be in fonn and substance satisfactory to the Bank and its counsel.
All Deeds of Trust, notices and other documents and instruments, deemed by the Bank and its
counsel, to be neeessary or advisable in connection with the collateral described herein shall have
been recorded or filed in all necessary places and sent to ail necessary persons, as the case maybe.
With respect to the real estate collateral herein, the Bank shall have received (i} evidence
satisfactory to the Bank of a casualty insurance and a flood insurance policy, if applicable,
naming the Bank as a inortgagee loss-payee thereunder with regard to such real estate, and {ii) a
mortgagee title insurance policy issued by a ritle insurance company acceptable to the Bank
insuring the vaiidity, enforceability and priority of the Bank's deed of trust on such real estate,
subject only to prior liens referred to in this commitment and sucll other exception to title as maybeacceptabletotheBank, in its sole discretion.
The Bank shall have received the written opinion of Bank counsel as to the validity and
enforceability of the loan documents and such other matters as the Bank inay reasonably require.
3-
Pl7
The bank shall have also received such financial or other informafiion as it may reasonably
require.
REPORTING REQUIREMENTS:
So long as the Borrower and Guarantor are indebted to the Bank, the Borrower and Guarantor
shall submit to the Bank the following:
Annually, within one hundred twenty (120) days following the end of the Borrower's and
Guarantor's fiscal year, the Bank shall have received financial statements of both the Borrower
and Guarantor as reasonably acceptable to the Bank, preparad in accordance with generally
accepted accounting principles, uniformly and consistently applied, on an Audited basis by an
independent public accountant acceptable to the Bank, including, a balance sheet, income
statement, changes in cash position and reconciliation of net worth with the inclusion of all
normal and reasonable financial notes.
In addition, for so long as tlie Borrower and Guarantor are indebted to the Bank, the Borrower or
Guarantor shall provide the Bank, on a quarterly basis, within forty-five (45) day following the
end of each calendar quarter, financial statements of Intertape, including a balance sheet and
income statement.
REPRESENTATIONS AND WARRANTIES:
Borrower represents and warrants to the Bank that the loan documentation will contain those
standard representations and wananties customarily found in credit agreements of this nature,
and others appropriate to this transaction, including but not limited to the following:
A11 information that has been fi rnished to the Bank prior to this commitment being issued is true
and accurate and the Borrower has not failed to disclose any inforrnation of a material nature
regarding its business or financial condition.
All financial statements, certificates and other information furnished, or to be furnished, to the
Bank are, or shall be, true and accurate; and neithcr the Borrower, Guarantor nor any person
liabie for repayment of this loan has failed to disclose any information that could materially
affect its properties, business or financial condition.
The Borrower and Guarantor are duly arganized, validly existing and in good standing under the
laws of the Commonwealth of Virginia, and is authorized to transact business in aIl necessary
jurisdictions in which such corporation currently do any material business. Intertape Polymer
Corp. is duly organized in the State of Delaware and is vAlidly existing and in good standing
under the laws of the Commonwealth ofVirginia, and is authorized to transact business in all
necessary jurisdictions in which such corporation currently do any material business.
This commitment, when accepted, and all documents and instruments to be executed and
delivered to the Bank in connection with this commitment and the funding thereof, shall be duly
authorized, valid, enforceable, and binding on the parties thereto, and shall not conflict with or
constitute a breach of any other agreements or corporate documents of the Borrower.
4-
P18
The conduct ofBorrower's or Guarantor's businass operations do not and will not violate any
federal laws, rules or ordinances for environmental protection, regulations of tlie Environmental
Protection Agency and any applicable local or state law, rule, regularion or rule of common law
and any judicial interpretation thereofrelating prunarily to the environrnent or Hazardous
Materials.
There is no litigation or proceeding pending or threatened against the Borrower, Guarantor or any
other party liable to the Bank for the repayment of this lo$n, which may, in any way, adversely
affect the financial condition, operation or prospects of the Borrower or such person.
MATERIAL ADVERSE CHANGE:
This commitment may be terminated, in the sole discrerion of the Bank, upon the occurrence of a
material adverse change in the financial condition of the Borrower or any other person liable to
the Bank for the repayment of this loan.
NOTIFICATION OF ENVIRONMENTAL CLAIMS:
The Bonower or Guarantor shall immediately advise the Bank in writing of (i) any and all
enforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted,
completed or threatened pursuant to any applica.ble federal, state, or local laws, ordinances or
regulation relating to any Hazardous Materials affecting the Borrower's or Guarantor's business
operAtions; and (ii) a11 claims made or threatened by any third party against the Borrowcr or
Guarantor relating to damages, contribution, cost recovery compensation, loss or injury resulting
from any Hazardous Materials. The Borrower or Guarantor shall immediately notify the Bank of
any remedial action taken with respect to the Borrower's or Guarantor's business operations.
SURVIVAL:
The terms and provisions of this convnitment shall survive the closing of the loan made
hereunder, the delivery of ail documents necessary to carty out the provision of this commitment,
and the funding and making of loans and disbursenients hereunder,
NON-ASSIGNABLE:
This eommitment and the right of Borrower to receive loans hereunder may not be assigned byBorrower.
RELIANCE:
This commitment constitutes an offer by the Bank to the Borrower to make a loan on the terms
and conditions set forth herein a id s%ould not be relied upon by any third party for any purpose.
AMENDMENT AND WAIVER:
No alteration, modification, amendment or waiver of any teims and conditions of this
commitment, or of any of the documents required by or delivered to the Bank under this
commitment, shall be effective or enforceable against the Bank unless set forth in a writingsignedbytheBank.
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P19
COVERNING LAW:
This commitment and the Loan sllall be governed by and construed in accordance with the laws
of the Com nonwealth of Virginia. Jurisdiction for any disputes relative to this agreement or any
related instrument agreements or documents shall be resolved in the Circuit Court for the City of
Danville, Virginia.
INTEGRATION:
The terms set forth above represent the entire understanding between the Borrower and the Bank
with respect to the subject matter of this commitment, and this coinmitment supersedes any prior
and contemporaneous a neements, commitments, discussions and understandings, oral or written,
with respect to the subject matter of this commitment.
If you find the terms and conditions of this commihnent to be acceptable, please execute the
enclosed copy af this letter and rett rn it to tl e undersigned. If not accepted, this commitment
shall expire on April 30, 2015.
We appreciate the opportunity to pravide you witll the financial services of American National
Bank and Trust C mpany and look forwarci to a continuing mutually beneficial relationship.
Sincerely,
Ted R. Laws
Senior Vice President
The foregoi ig tenns and conditions are hereby understood, accepted and a need to this day
of , 20l 5.
Borrowers:
ndustrial Development Authority of Pittsylvania County, VA
Eddie L. Hite, Jr. Chainnan
E-
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and
ew u s lne s s
Harris, Harvey, Neal & Co. LLP
Ratify Authorization Letter — Chairman's
Signature
Authorization ofFee — Payment for Service
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Harris, Harvey, Neal Co,, LLP
Certified Pubiic Accountants
2309 Riverside Drive • P.O. Box 3424 • Danville, VA 24543
434/792-3220 • Faz 434/792-8b04 • www.hhncpa.com
January 20, 2015
Board of Directors
Industrial Development Authority of Pittsylvania County, Virginia
Chatham, Virginia
We are pleased to confirm our understanding of the services we are to provide Industrial Development
Authority of Pittsylvania County, Virginia for the year ended December 31, 2014. We will audit the
financial statements of the business-type activities, including the related notes to the financial statements,
which collectively comprise the basic financial statements of Industrial Development Authority of
Pittsylvania County, Virginia as of and for the year ended December 31, 2414. Accounting standards
generally accepted in the United States of America provide for certain required supptementaryinformation (RS1), such as management's discussion and analysis (MD&A), to supplement Industrial
Development Authoriry of Pittsylvania County, Virginia's basic financial statements. Such information,
although not a part of the basic financial statements, is required by the Governmental Accounting
Standards Board who considers it to be an essential part of financial reporting for placing the basic
financial statements in an appropriate operational, economic, or historical context. As part of our
engagement, we will apply certain limited procedures to Industrial Development Authority of Pittsylvania
County, Virginia's RSI in accordance with auditing standards generally accepted in the United States of
America. These limited procedures will consist of inquiries of management regarding the methods of
preparing the information and comparing the information for consistency with management's responses to
our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the
basic financial statements. We will not express an opinion or provide any assurance on the information
because the limited procedures do not provide us with sufficient evidence to express an opinion or
provide any assurance. The following RSI is required by generally accepted accounting principles and
will be subjected to certain limited procedures, but will not be audited:
1) Management's Discussion and Analysis.
Audit Objective
The objective of our audit is the expression of opinions as to whether your basic financial statements are
fairly presented, in a(1 material respects, in conformity with generally accepted accounting principles. Our
audit will be conducted in accordance with auditing standards generally accepted in the United States of
America and will include tests of the accounting records and other procedures we consider necessary to
enable us to express such opinions. We cannot provide assurance that unmadified opinions will be
expressed. Circumstances may azise in which it is necessary for us to modify our opinions or add
emphasis-of-matter or other-matter pazagraphs. If our opinions on the financial statements are other than
unmodifed, we will discuss the reasons with you in advance. If, for any reason, we are unable to
complete the audit or are unable to form or have not forn ed opinions, we may decline to express opinions
or to issue a report as a result ofthis engagement.
n n3sExs
Amsrican Institute ofCmified Public Accoumants • vgi ia Society ofCertificd Pubtic lccoun ants
Offices in Danvillc. Chatham and South Bo oa Virkinia
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Industrial Development Authority of Pittsytvania County, Virginia
January 20, 2015
Page Two
Management Responsibilities
Management is responsib(e for the basic financial statements and all accompanying information as well as
all representations contained therein. You agree to assume al) management responsibilities for any
nonattest services we provide; aversee the services by designating an individual, preferably from senior
management, with suitable skili, knowledge, or experience; evaluate the adequacy and results of the
services; and accept responsibility for them.
Management is responsib(e for establishing and maintaining effective internal controls, including
monitoring ongoing activities; for the selection and application of accounting principles; and far the
preparation ar d fair presentation of the financial statements in conformity with U.S. generally accepted
accounting principles.
Management is also responsible for making all financiai records and related information available to us
and for the accuracy and completeness of that information. You are also responsible for providing us with
1) access to all information of which you are aware that is relevant to the preparation and fair
presentation of the financial statements, (2) additional information that we may request for the purpose of
the audit, and (3) unrestricted access to persons within the government from whom we determine it
necessary to obtain audit evidence.
Your responsibilities include adjusting the financial statements to correct material misstatements and
confirming to us in the written representation letter that the effects of any uncorrected misstatements
aggregated by us during the current engagernent and pertaining to the latest period presented are
immaterial, both individually and in the aggregate, to the financial statements taken as a whole.
You are responsible for the design and implementation of programs and controls to prevent and detect
fraud, and for informing us about all known or suspected fraud affecting the government involving (1)
manageme t, (2) employees who have significant roles in internal control, and (3) others where the fraud
could have a material effect on the financial statements. Your responsibilities include informing us of
your knowledge of any allegations of fraud or suspected fraud affecting the government received in
communications from employees, forrner employees, regulators, ar others. In addition, you are
responsible for identifying and ensuring that the entity complies with applicable laws and regulations.
You aze responsible for the preparation of the supplementary information in conformity with U.S.
generally accepted accounting principles. You agree to include our report on the supplementary
information in any document that contains and indicates that we have reported on the supplementary
information. You also agree to make the audited financial statements readily available to users of the
supplementary information no later than the date the supplementary information is issued with our report
thereon. Your responsibilities inciude acknowledging to us in the representation letter that (1) you are
responsible for presentation of the supplementary information in accordance with GAAP; (2) that you
believe the supplementary information, including its form and content, is fairly presented in accordance
with GAAP; {3) that the methods of ineasurement or presentation have not changed from those used in
the priar period (or, ifthey have changed, the reasons for such changes); and (4) you have disclosed to us
any significant assumptions or interpretations underlying the measurement or presentation of the
supplementary information.
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Indnstrial Development Authority of Pittsylti ania County, Virginia
January 20, 2015
Page Three
Audit Procedures eneral
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements; therefore, our audit will involve judgment about the number of transactions to be
examined and the areas to be tested. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of significant accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements. We will plan and perform the audit to
obtain reasonable rather than absolute assurance about whether the financial statements are free of
material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of
assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by
management or employees acting on behalf of the entity.
Because of the inherent limitations of an audit, combined with the inherent lirnitations of internal control,
and because we will not perform a detailed e mination of all transactions, there is a risk that material
misstatements may exist and not be detected by us, even though the audit is properly planned and
performed in accordance with U.S. generally accepted auditing standards. ]n addition, an audit is not
designed to detect immaterial misstatements, or violations of laws ar governmental regulations that do not
have a direct and material effect on the financial statements. However, we will infarm the appropriate
level of management of any material errors, any fraudulent financial reporting, or misappropriation of
assets that come to our attention. We will also inform the appropriate level of management of any
violations of laws or governmental regulations that come to our attention, unless cleaziy inconsequentia(.
Our responsibility as auditors is limited to the period covered by our audit and does not extend to anylaterperiodsforwhichwearenotengagedasauditors.
Our procedures will include tests of documentary evidence supporting the transactions recorded in the
accounts, and may include tests of the physical existence of inventories, and direct confirmation of
receivables and certain other assets and liabilities by correspondence with selected individuals, funding
sources, creditors, and financial institutions. We will request written representations from your attorneys
as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our
audit, we will require certain written representations from you about the financial statements and related
matters.
Audit Procedures—Internal Control
Our audit will include obtaining an understanding of the entity and its environment, including internal
control, sufficient to assess the risks of material misstatement of the financial statements and to design the
nature, timing, and extent of further audit procedures. An audit is not desigied to provide assurance on
internal control or to identify deficiencies in internal control. However, during the audit, we will
communicate to management and those charged with governance internal control related matters that are
required to be communicated under AICPA professional standards.
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lndustrial Development Authority of Pittsylvania County, Virginia
January 20, 2015
Page Four
Audit Procedures—Compliance
As part of obtaining reasonable assurance about whether the financial statements are free of material
misstatement, we will perform tests of Industrial Development Authority of Pittsy(vania County,
Virginia's compliance with the provisions of applicable laws, regulations, contracts, and a reements.
However, the objective of our audit will not be to provide an opinion on overall compliance and we will
not express such an opinion.
Engagement Administration, Fees, and Ot6er
We understand that your employees will prepare all cash or other confirmations we request and will
locate any documents selected by us for testing.
We expect to be in our audit on approximately March 17, 2015 and to issue our reports no later than May
1, 2015. Stephen M. Gay is the engagement partner and is responsible for supervising the engagement and
signing the report or authorizing another individual to sign it. Our fee for these services will be at our
standard hourly rates plus out-of-pocket costs (such as report reproduction, word processing, postage,
travel, copies, telephone, etc.) except that we agree that our gross fee, including expenses will not exceed
3,SSQ. Our standard hourly rates vary according to the degree of responsibility involved and the
experience level of the personnel assigned to your audit. The above fee is based on anticipated
cooperation from your personnel and the assumption that unexpected circumstances will not be
encountered during the audit. If significant additional time is necessary, we will discuss it with you and
arrive at a new fee estimate before we incur the additional costs.
We appreciate the opportunity to be of service to Industrial Development Authority of Pittsylvania
County, Virginia and believe this letter accurately summarizes the significant terms of our engagement. If
you have any questions, please let us know. If you agree with the terms of our engagement as described in
this letter, ptease sign the enclosed copy and return it to us.
Very truly yours,
HARRIS, HARVEY, NEAL & CO., LLP
C
Stephen M. Gay, CPA
Partner
RESPONSE:
This letter correctly set forth the understanding of
Industrial Development Authority of Pittsylvania County, Virginia
Officer Sig atwe '
Title
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