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2015-04-02 Reaffirming Moral Obligation Agreement for Bank Refinancing of Economic Development Project of the IDA RESOLUTION OF THE BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY 1 REAFFIRMING MORAL OBLIGATION AGREEMENT FOR BANK REFINANCING OF ECONOMIC DEVELOPMENT PROJECT OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF PITTSYLVANIA COUNTY, VIRGINIA i RESOLUTION 2015-04-02 1 1 WHEREAS, Pittsylvania County, Virginia(the "County"), and the Industrial Development Authority of Pittsylvania County, Virginia(the "Authority"), are each a political subdivision of the Commonwealth of Virginia, and American National Bank and Trust Company ("American National") is a national banking association; and WHEREAS, in 2003, the governing bodies of the Authority and the County supported the expansion of certain facilities of Intertape Polymer Corporation ("Intertape") in the County (the "Project"), to promote and further industry, trade and economic development in the County, in furtherance of promoting the safety, health, welfare, convenience and prosperity of the citizens of the County; WHEREAS, in furtherance of the Intertape expansion,the Authority previously acquired an interest in certain real property and was involved in construction of a distribution facility(the "Property")which was rented to Intertape pursuant to a written financing lease agreement; and WHEREAS, the Authority incurred certain debt service obligations to American National, in the original principal amount of$5,350,000.00 (the "American National Loan"), and to Virginia Small Business Financing Authority(the "VSBFA"), in the original principal amount of$1,600,000.00, both in connection with the Authority's acquisition, development and use of the Property in furtherance of the Project as described herein. The Authority's related debt service obligation with VSBFA was subsequently acquired and is now held by Virginia Community Capital ("VCC"); and WHEREAS, the governing body of the County, in expression of its support of the Project and related expansion of manufacturing in the County, and consistent with its authority to appropriate money to an industrial development authority for the purpose of promoting economic development as provided in Section 15.2-953 of the Code of Virginia, as amended, entered into (i)a Moral Obligation Agreement, dated as of June 25, 2003, setting forth a plan for the County's financial support of the Project related to the American National Loan in an amount up to $898,000.00,plus any accrued interest thereon(the "AMNB Moral Obligation"),and (ii) a Moral Obligation Agreement, dated as of June 25, 2003, setting forth a plan for the County's financial support of the Project related to the VSBFA loan, now the VCC loan(the"VCC Loan"), in an amount up to $1,600,000.00,plus accrued interest thereon; and WHEREAS, the Authority has an opportunity to refinance its existing VCC Loan associated with the Project, currently in the principal amount of approximately$1,000,000.00, with American National on terms which are more advantageous to the Authority and, by doing 1 4 so, eliminate by operation of law the County's Moral Obligation Agreement associated with the VCC Loan; and WHEREAS, American National has required, as a condition to and in connection with refinancing of the Authority's existing VCC Loan associated with the Project, that the County acknowledge and confirm its willingness to continue to support the Project and honor the AMNB Moral Obligation, a copy of which is attached hereto and incorporated by reference, as it relates to the existing loan with American National and any additional Authority indebtedness incurred in connection with the refinance of the VCC Loan associated with the Project; and WHEREAS, this Resolution is presented to the Board of Supervisors of the County (the "Board") to evidence its continued support of the Project at a level of$898,000.00,plus accrued interest thereon, and non-binding obligations concerning appropriations for repayment of the Project loans with American National, in the event that the Authority fails to do so, all as more particularly set forth in the AMNB Moral Obligation. NOW,THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF PITTSYLVANIA COUNTY, VIRGINIA: 1. The AMNB Moral Obligation, a copy of which is filed with this Resolution, shall remain in full force and effect and is hereby ratified and confirmed by the Board. The Board further acknowledges and confirms its willingness to continue to support the Project and honor the AMNB Moral Obligation as it relates to the existing Project loan with American National and any additional Authority indebtedness incurred with American National in connection with its refinance of the existing VCC Loan associated with the Project. 2. The Chairman of the Board, Vice Chairman of the Board or the County Administrator are each hereby authorized and directed to execute, on behalf of the Board, any document which is deemed necessary or appropriate to evidence the County's continued support of the Project as set forth herein or to accomplish the contemplated refinance by American National of the VCC Loan associated with the Project. The execution and delivery of the above described documents is hereby approved with such completions, omissions, insertions, changes and modifications as may be subsequently approved by the official executing them, his execution to constitute conclusive evidence of his approval of any such completions, omissions, insertions, changes and modifications. 3. All other acts of the Chairman and other officers, agents or representatives of the County, including the County Administrator and counsel for the County,that are in conformity with the purposes and intent of this Resolution, and in furtherance of the transactions contemplated by the AMNB Moral Obligation, are hereby approved and ratified. 4. Nothing in this Resolution or in the AMNB Moral Obligation shall be deemed to be a debt or a pledge of the faith and credit or the taxing power of the County with 2 respect to any sums which are or may become payable under the AMNB Moral Obligation. All obligations of the County and the Board under the AMNB Moral Obligation are and shall be subject to and dependent upon appropriations of funds by the Board, and the Board shall have no legally binding obligation under this Resolution or in the AMNB Moral Obligation to make any such appropriation or the payments provided for therein,this Resolution and the AMNB Moral Obligation being a statement only of the present intent of the Board. 5. This Resolution shall take effect immediately. The members of the Board of Supervisors voted as follows: Ayes Nays 6 0 Abstained Absent 0 1 The attached Resolution was adopted at a regularly scheduled meeting of the Board of Supervisors of Pittsylvania County, Virginia, on April 6 , 2015. A Copy Teste: I G = Cler , Board of Supervis s Pittsylvania County, Virginia 3