09-Deliberate and act on a Resolution approving the PEDC Resolution authorizing the Amended Promissory Note and Second Addendum to Security Agreement between Paris Pkg.and Paris Economic Dev. Corp.CITY COUNCIL AGENDA ITEM BRIEFING SHEET
Submittal Date:
Otiginating Department:
Presented By:
Agenda Item No.:
6/22/2010
Council Date:
Finance
Gene Anderson
9.
6/28/2010
RECOMMENDED MOTION:
Move to approve a resolution validating the PEDC resolution amending the promissory note and
security agreement between Paris Packaging, Inc. and Paris Economic Development Corporation.
PoLICY ISSUE(s):
Fiscal management.
In 1998, PEDC issued $4.2 million worth of sales tax revenue bonds. The proceeds of these bonds were
loaned to Paris Packaging, Inc as part of an incentive package. At the time of the loan a separate loan
and security agreement were entered into between Paris Packaging, Inc. and PEDC. The 1998 bond
issue was refunded for savings by PEDC in 2010. The PEDC Board voted to pass along the full dollar
savings of the refunding to Paris Packaging, Inc. by amending the promissory note with Paris Packaging
to lower the interest rate of the note but leaving the final maturity date the same. The dollar savings from
the refunding amounted to $276,572. The interest rate on the note is being changed from 7.00% to
3.55°Io resulting in savings to Paris Packaging equal to the savings from the bond refunding.
BOARD/ COMMISSION RECOMMENDATION:
None
EXHIBITS:
Resolution
ACTION:
BUDGET INFO:
❑ Financial Report ❑ Minute Order
Expense
$NA
❑ Department Report Z Resolution
Budgeted Amt.
$NA
❑ Presentation ❑ Ordinance
yTD Actual
$NA
❑ Public Hearing ❑ Other
Acct. Name
NA
Acct. Number
NA
FISCAL NOTES:
None
REVIEWED AND APPROVED BY:
Z Administration ❑ City Clerk ❑ Community Development ❑ EMS/IT Z Finance ❑ Fire
❑ Municipal Court Z Legal ❑ Libraty ❑ Police ❑ Eng./Public Works ❑ Utilities
City of Paris C~ Revised 2/04/08
~Y
DRAFT
attorney\reswork\current\Paris Packaging Amended Promissory Note Res 2010
RESOLUTION N0.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING THE PEDC RESOLUTION AUTHORIZING THE FIRST
AMENDED RENEWAL AND EXTEIVSION PROMISSORY NOTE AND SECOND
ADDENDUM TO THE SECURITY AGREEMENT BETWEEN PARIS
PACKAGING, INC. AND PARIS ECONOMIC DEVELOPMENT CORPORATION
(PEDC), TO REFLECT A LOWER INTEREST RATE; MAKING OTHER
FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, on July 13, 1998, the Paris Economic Development Corporation passed
Resolution No. 98-011, authorizing and approving a loan in the amount of $4,000,000.00
to Paris Packaging, Inc. with a five-year term and a seven percent (7%) interest rate; and,
WHEREAS, on April 16, 2003, the PEDC passed Resolution No. 2003-003
authorizing and approving a Renewal and Extension of the 1998 Promissory Note by
extending the maturity date of the Note from July 15, 2003 to April 15, 2017; and,
WHEREAS, the original $4,000,000 loan from PEDC to Paris Packaging, Inc. was
financed in part through PEDC's issuance of $4,000,000 in Sales Tax Revenue Bonds,
Series 1998; and,
WHEREAS, on March 22, 2010, the PEDC passed a resolution authorizing the
issuance of $2,685,000.00 in Refunding Bonds to refinance the 1998 Series Sales Tax
Revenue Bonds at a Net Interest Cost (NIC) of 3.689%; and,
WHEREAS, on March 22, 2010, the Paris Economic Development Corporation
voted to pass the interest rate savings generated from the 2010 Refunding Bonds to Paris
Packaging, Inc.; and,
WHEREAS, it is now deemed necessary and appropriate to amend the 2003
Renewal and Extension Promissory Note and the Security Agreement between the PEDC
and Paris Packaging, Inc. to reflect the lower interest rate and revised amortization
schedule.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. That the findings set out in the preamble to this resolution are hereby
in all things approved.
Section 2. That the Resolution of the Paris Economic Development Corporation
dated June 24, 2010 which approved and authorized the Chairman of the PEDC to enter
J ~
into a First Amended Renewal and Extension Promissory Note with Paris Packaging, Inc.,
as Maker, and payable to the order of Paris Economic Development Corporation, as Payee,
the same being a renewal and extension of that original note executed by Paris Packaging,
Inc., as Maker, and payable to Paris Economic Development Corporation, as Payee dated
July 15, 1998 attached hereto and incorporated herein as Exhibit "A", be authorized and
approved.
Section 3. That said First Amended Renewal and Extension Promissory Note shall
be in the principal amount of $2,073,242.00, with interest at a yearly rate of three point
fifty-five percent (3.55%) with monthly payments of $28,511.17 due and payable on the
fifteenth (15th) day of each month beginning on July 15, 2010, and continuing thereafter
until a final payment of the unpaid balance is made on April 15, 2017, the maturity date
set out in said note.
Section 4. That, the Second Addendum to the Security Agreement attached to and
incorporated in the PEDC Resolution is hereby in all things approved.
Section S. That this resolution shall be effective from and after its date of passage.
PASSED AND ADOPTED this 28th day of June, 2010.
Will Biard, Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
Kent McIlyar, City Attorney
51
PARIS ECONOMIC DEVELOPMENT CORPORATION
RESOLUTION N0. PEDC -2010-002
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PARIS
ECONOMIC DBVELOPMENT COPRORATION AUTHORIZING AND
APPROVING THE FIRST AMENDED RENEWAL AND EXTENSION
PROMISSORY NOTB AND SECOND ADDENDUM TO THE SECURITY
AGREEMENT BETWEEN PARIS PACKAGING, INC. AND PARIS ECONUMIC
DEVELOPMENT CORPORATION TO REFLECT A LOWER INTEREST RATE;
MAKING OTHER FINDINGS AND PRUVISIONS RELATED TO THE
SUBJECT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, On July 13, 1998, the Paris Economic Development Corporation passed
Resolution No. 98-011, authorizing and approving a loan in the amount of $4,000,000.00
to Paris Paclcaging, Inc. with a five-year term and a seven percent (7%) interest rate; and,
WHEREAS, on April 16, 2003, the PEDC passed Resolution No. 2003-003
authorizing and approving a Renewal and Extension of the 1998 Promissory Note by
extending the maturity date of the Note from July 15, 2003 to Apri] 15, 2017; and,
WHEREAS, the original $4,000,000 loan fi-om PEDC to Paris Packaging, Inc. was
financed in part fihrough PEDCs issuance of $4,000,000 in Sales Tax Revenue Bonds,
Series 1998; and,
WHEREAS, in order to take advantage of lower interest rates, on March 22, 2010,
the PEDC passed a Resolution authorizing the issuance of $2,685,000.00 in Refunding
Bonds to refinance the 1998 Series Sales Tax Revenue Bonds at a Net Interest Cost (NIC)
of 3.689%; and,
WHEREAS, an March 22, 2010, the Paris Economic Development Corporation
voted to pass the interest rate savings generated from the 2010 Refunding Bonds to Paris
Packaging, Inc.; and,
WHEREAS, it is now deemed necessary and appropriate to amend the 2003
Renewal and Extension Promissory Note and the Security Agreement between the PEDC
and Paris Pacltaging, Inc. to reflect the lower interest rate and revised amortization
schedule.
NOW, THEREFORE, BE IT RBSOLVED BY THE PARIS ECONOMIC
DEVELOPMENT CORPORATION:
Section 1. That the findings set out in the preamble to this resolution are hereby
in all things approved.
EXHIBlT A,..
5 2
Section 2. That the First Amended Renewal and Extension Promissory Note
executed by Paris Packaging, Inc., as Maker, and payable to the order of Paris Economic
Development Corporation, as Payee attached hereto and incorporated herein as Exhibit
"A", the same being a renewal and extension of that original nate executed by Paris
Packaging, lnc., as Maker, and payable to Paris Economic Development Corparation, as
Payee, dated July 15, 1998 be authorized and appraved.
Section 3. That said First Amended Renewal and Extension Promissory Note shall
be in the principal amount of $2,073,242.00, with interest at a yearly rate of three point
fifty-6ve percent (3.55%) with monthly payments af $28,511.17 due and payable on the
fifteenth (15th) day of each month beginning on july 15, 2010, and continuing thereafter
until a 6nal payment of the unpaid balance is made on April 15, 2017, the maturity date of
said note as set forth in the Amortization Schedule attached hereto and incorporated
herein by reference as Exhibit "B".
Section 4. That the Chairman af the Board of the Paris Economic Deveiopment
Corporation, be, and he is hereby authorized and directed to execute on behalF of the Paris
Economic Development Corporation, the First Amended Renewal and Extension
Promissory Nate, and Second Addendum to Security Agreement (consumer gaods,
equipment, and farm products) to secure the pledge of assets by Paris Fackaging, Inc. to
the payment of the aforesaid note, and any and all other necessary documents associated
with said transaction.
SecCion S. That this resolutian shall be effective from and after its date of passage,
PASSED AND ADOPTED this 24th day of June, 2010.
.
A;TE~i:-4 .
~
,
LC~L~
RickPoston, Secretary-Treasurer
APPROVED AS TO FORM:
Kent McIlyar, Ciry Att y
.
j~i7 1'~'~►
Dan Smi , Chairman
53
FIRST AMENDED
RENEWAL AND EXTENSION PROMISSORY NOTE
July l, 2010 800 W. Center Street Paris, Texas
1. AMENDMENT AND RENEWAL OF NOTE
This Note renews and extends the balance of $2,073,242.00 that Maker owes to Payee
on a prior note in the principal amount of $3,392,165.54, which is dated July 1, 2003, executed
by Paris Packaging Inc. as Maker and payable to the order of Paris Economic Development
Corporation as Payee. The prior note is also described in and secured by a Security Agreement,
which is dated July 9, 2009, and for which a Financing Statement is recarded in the Office of
the Secretary of State of the State of Texas. Maker acknowledges that the security interest
securing the Note is valid, that it subsists against the collateral, and that the security interest
remains in full force and effect to secure the payment of the Note.
2. BORROWER'S PROMISE TO PAY
In return for a loan that Maker has received, Maker promises to pay in U.S. Dollars the
sum of $2,073,242.00 (this amount is called principal"), plus interest, to the order of the Payee.
The Payee is PARIS ECONOMIC DEVELOPMENT CORPORATION, Paris, Texas. Maker
understands that the Payee may transfer this Note. The Payee or anyone who takes this Note by
transfer and who is entitled to receive payments under this Note is called the "Note Holder."
3. AMENDED INTEREST
Interest will be charged on unpaid principal until the full amount of principal has been
paid. Maker will pay interest at an annual rate of Three point Fifty-Five percent (3.55%).
The interest rate required by this Section 2 is the rate Maker will pay both before and
after any default described in Section 6(B) of this Note.
4. PAYMENTS
(a) Time and Place of Payments
Maker will pay principal and interest on the Note by making payments every month.
Maker will make monthly payments on the 15th day of each month beginning on July
15, 2010.
Maker will make these payments every month until Maker has paid all of the principal
and interest and any other charges described below that Maker may owe under this Note.
Maker's monthly payments will be applied to interest before principal. If, on April 15, 2017,
Maker still owe amounts under this Note, Maker will pay those amounts in full on that date,
which is called the "maturity date."
i
EXN131T A-
5 ~
~
Maker will make my monthly payments at 1125 Bonham Street, Paris, Texas 73460 or
at a different place if required by the Note Holder.
(b) Amount of Monthly Payments
Maker's monthly payment will be in the amount of $28,511.17due and payable in U.S.
dollars on the 15th day of each month beginning July 15, 2010, and continuing through March
15, 2017, inclusive, plus a final payment of $28,511.43 April 15, 2017.
5. BORROWER'S RIGHT TO PREPAY
Maker has the right to make payments of principal at any time before they are due. A
payment of principal only is known as a"prepayment." When Maker makes a prepayment,
Maker shall notify the Note Holder in writing that Maker is doing so.
Maker may make a full prepayment or partial prepayments without paying any
prepayment charge. The Note Holder will use all of my prepayments to reduce the amount of
principal that Maker owes under this Note. If Maker makes a partial prepayment, there will be
no changes in the due date or in the amount or the monthly payment unless the Note Holder
agrees in writing to those changes.
6. LOAN CHARGES
If a law, which applies to this loan and which sets maximum loan charges, is finally
interpreted so that the interest or other loan charges collected or to be collected in connection
with this loan exceed the permitted limits, then: (i) any such loan charge shall be reduced by the
amount necessary to reduce the charge to the permitted limit; and (ii) any sums already
collected from Maker which exceeded permitted limits will be refunded to Maker. The Note
Holder may choose to make this refund by reducing the principal Maker owes under this Note
or by making a direct payment to Maker. If a refund reduces principal, the reduction will be
treated as a partial prepayment.
7. BORROWER'S FAILURE TO PAY AS REQUIRED
(a) Late Charge for Overdue Payments
If the Note Holder has not received the full amount of any monthly payment by the end
of fifteen (15) calendar days after the date it is due, Maker will pay late charge to the Note
Holder. The amount of the charge will be four percent (4.00%) of the overdue payment of
principal and interest. Maker will pay this late charge promptly but only once on each late
payment.
z
57)
(b) Default
If Maker does not pay the full amount of each monthly payment on the date it is due, Maker
will be in default.
(c) Notice of Default
If Maker is in default, the Note Holder may send Maker a written notice informing
Maker that if Maker does not pay the amount by a certain date, the Note Holder may require
Maker to pay immediately the full amount of principal which has not been paid and all the
interest that Maker owes on that amount. That date must be at least 30 days after the date on
which the notice is delivered or mailed to Maker.
(d) No Waiver By Note Holder
Even if, at a time when Maker is in default, the Note Holder does not require Maker to
pay immediately in full as described above, the Note Holder will still have the right to do so if
Maker is in default at a later time.
(e) Payment of Note Holder's Costs and Expenses
If the Note Holder has required Maker to pay immediately in full as described above,
the Note Holder will have the right to be paid back by Maker for all of Note Holder's costs and
expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses
include, for example, court costs and attorney's fees.
8. GIVING OF NOTICES
Any written notice required or permitted under the terms of this AGREEMENT shall be
given and be deemed to have been duly served if either (1) delivered in person, or (2) deposited
certified mail, return receipt requested, postage prepaid in the United States mail, addressed to
the designated representative of the respective parties which are designated as follows:
Note Holder: Maker/Debtor:
Paris Economic Development Corporation Paris Packaging, Inc.
1125 Bonham Street 800 W. Center Street
Paris, Texas 75460 Paris, Texas 75460
With an Additional Copv to:
City of Paris
Finance Director
P.O. Box 9037
Paris, Texas 75461-9037
Any party hereto may, at any time by giving ten (10) days written notice to the other
party, designate any other address in substitution of the foregoing address to which such notice
shall be given.
5 C-1
9. OBLIGATIONS OF PERSONS UNDER THIS NOTE
If more than one person signs this Note, each person is fully and personally obligated to
keep all of the promises made in this Note, including the promise to pay the full amount owed.
Any person who is a guarantor, surety or endorser of this Note is also obligated to do these
things. Any person who takes over these obligations, including the obligations of a guarantor,
surety or endorser of this Note, is also obligated to keep all of the promises in this Note. The
Note Holder may enforce its rights under this Note against each person individually or against
all of us together. This means that any one of us may be required to pay all of the amounts
owed under this Note.
10. WAIVERS
Maker and any other person who has obligations under this Note waives notice of
intention to accelerate; except as provided in Section 6(c) above, and the rights or presentment
and notice of dishonor. "Presentment" means the right to require the Note Holder to demand
payment of amounts due. "Notice of dishonor" means the right to require the Note Holder to
give notice to other persons that amounts due have not been paid.
11. SECURED NOTE
In addition to the protections given to the Note Holder under this Note, a Security
Agreement (the "Security Agreement), dated the same date as this Note, protects the Note
Holder from possible losses which might result if Maker does not keep the promises which
Maker has made in this Note. That Security Agreement describes how and under what
conditions Maker will be required to make immediate payment in full of all amounts Maker
owes under this Note.
12. MAKER
Maker, reserves the option of prepaying the principal of this Note, in whole or part, at
any time after the date hereof without penalty. Accrued and unpaid interest with respect to such
principal amount prepaid is due and payable on the date of such prepayment. All amounts of
principal so prepaid and received by the owner and holder of this Note shall be applied to the
last maturing installments of this Note in their inverse order of maturity.
WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED.
PARIS PACKAGING INC.
By:
Name:
Title:
4
5 t,4
Loan & Credit Line Payments
Your first monthly payment wili be $28,511.17.
Priiicipal Balances
$2,500
$2,000
~
~
~
O
im $1,500
~
~
0 $1,000
a
L
H
$500
This payment is for a$2,073,242.00 loan. This payment is for a total of 82 months at 3.55% APR.
Loan summary
Payment option
a fixed term loan
1st monthly payment
$28,511.17
Loan amount
$2,073,242.00
Annual Percentage Rate
3.55%
Term
82 months
Total payments
$2,337,916.20
Total interest
$264,674.20
Ending balance
$0.00
Payment Schedule
Ending
Principal
Nbr Payment Principal Interest Balance
$2,073,242.00
1 $28,511.17 $22,377.83 $6,133.34 $2,050,864.17
2 $28,511.17 $22,444.03 $6,067.14 $2,028,420.14
EXHIBIT -B
. 5s
$0
1 9 17 25 33 41 49 57 65 73 81
Paymerrt Number
3
$28,511.17
$22,510.43
$6,000.74
$2,005,909.71
4
$28,511.17
$22,577.02
$5,934.15
$1,983,332.69
5
$28,511.17
$22,643.81
$5,867.36
$1,960,688.88
6
$28,511.17
$22,710.80
$5,800.37
$1,937,978.08
7
$28,511.17
$22,777.98
$5,733.19
$1,915,200.10
8
$28,511.17
$22,845.37
$5,665.80
$1,892,354.73
9
$28,511.17
$22,912.95
$5,598.22
$1,869,441.78
10
$28,511.17
$22,980:74
$5,530.43
$1,846,461.04
11
$28,511.17
$23,048.72
$5,462.45
$1,823,412.32
12
$28,511.17
$23,116.91
$5,394.26
$1,800,295.41
13
$28,511.17
$23,185.30
$5,325.87
$1,777,110.11
14
$28,511.17
$23,253.89
$5,257.28
$1,753,856.22
15
$28,511.17
$23,322.68
$5,188.49
$1,730,533.54
16
$28,511.17
$23,391.67
$5,119.50
$1,707,141.87
17
$28,511.17
$23,460.88
$5,050.29
$1,683,680.99
18
$28,511.17
$23,530.28
$4,980.89
$1,660,150.71
19
$28,511.17
$23,599.89
$4,911.28
$1,636,550.82
20
$28,511.17
$23,669.71
$4,841.46
$1,612,881.11
21
$28,511.17
$23,739.73
$4,771.44
$1,589,141.38
22
$28,511.17
$23,809.96
$4,701.21
$1,565,331.42
23
$28,511.17
$23,880.40
$4,630.77
$1,541,451.02
24
$28,511.17
$23,951.04
$4,560.13
$1,517,499.98
25
$28,511.17
$24,021.90
$4,489.27
$1,493,478.08
26
$28,511.17
$24,092.96
$4,418.21
$1,469,385.12
27
$28,511.17
$24,164.24
$4,346.93
$1,445,220.88
28
$28,511.17
$24,235.72
$4,275.45
$1,420,985.16
29
$28,511.17
$24,307.42
$4,203.75
$1,396,677.74
30
$28,511.17
$24,379.33
$4,131.84
$1,372,298.41
31
$28,511.17
$24,451.45
$4,059.72
$1,347,846.96
32
$28,511.17
$24,523.79
$3,987.38
$1,323,323.17
33
$28,511.17
$24,596.34
$3,914.83
$1,298,726.83
34
$28,511.17
$24,669.10
$3,842.07
$1,274,057.73
35
$28,511.17
$24,742.08
$3,769.09
$1,249,315.65
36
$28,511.17
$24,815.28
$3,695.89
$1,224,500.37
37
$28,511.17
$24,888.69
$3,622.48
$1,199,611.68
38
$28,511.17
$24,962.32
$3,548.85
$1,174,649.36
39
$28,511.17
$25,036.17
$3,475.00
$1,149,613.19
40
$28,511.17
$25,110.23
$3,400.94
$1,124,502.96
41
$28,511.17
$25,184.52
$3,326.65
$1,099,318.44
42
$28,511.17
$25,259.02
$3,252.15
$1,074,059.42
43
$28,511.17
$25,333.74
$3,177.43
$1,048,725.68
44
$28,511.17
$25,408.69
$3,102.48
$1,023,316.99
45
$28,511.17
$25,483.86
$3,027.31
$997,833.13
46
$28,511.17
$25,559.25
$2,951.92
$972,273.88
47
$28,511.17
$25,634.86
$2,876.31
$946,639.02
48
$28,511.17
$25,710.70
$2,800.47
$920,928.32
49
$28,511.17
$25,786.76
$2,724.41
$895,141.56
50
$28,511.17
$25,863.04
$2,648.13
$869,278.52
51
$28,511.17
$25,939.55
$2,571.62
$843,338.97
52
$28,511.17
$26,016.29
$2,494.88
$817,322.68
53
$28,511.17
$26,093.26
$2,417.91
$791,229.42
54
$28,511.17
$26,170.45
$2,340.72
$765,058.97
55
$28,511.17
$26,247.87
$2,263.30
$738,811.10
56
$28,511.17
$26,325.52
$2,185.65
$712,485.58
57
$28,511.17
$26,403.40
$2,107.77
$686,082.18
58
$28,511.17
$26,481.51
$2,029.66
$659,600.67
59
$28,511.17
$26,559.85
$1,951.32
$633,040.82
60
$28,511.17
$26,638.42
$1,872.75
$606,402.40
61
$28,511.17
$26,717.23
$1,793.94
$579,685.17
62
$28,511.17
$26,796.27
$1,714.90
$552,888.90
63
$28,511.17
$26,875.54
$1,635.63
$526,013.36
59
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
$28,511.17
$28,511.17
$28, 511.17
$28,511.17
$28,511.17
$28, 511.17
$28,511.17
$28,511.17
$28,511.17
$28,511.17
$28,511.17
$28,511.17
$28,511.17
$28,511.17
$28,511.17
$28,511.17
$28,511.17
$28,511.17
$28, 511.43
$26,955.05
$27,034.79
$27,114.77
$27,194.98
$27,275.43
$27,356.12
$27,437.05
$27,518.22
$27,599.63
$27,681.28
$27,763.17
$27,845.30
$27,927.68
$28,010.29
$28,093.16
$28,176.27
$28,259.62
$28, 343.22
$28,427.33
$1,556.12
$1,476.38
$1,396.40
$1,316.19
$1,235.74
$1,155.05
$1,074.12
$992.95
$911.54
$829.89
$748.00
$665.87
$583.49
$500.88
$418.01
$334.90
$251.55
$167.95
$84.10
69
$499,058.31
$472,023.52
$444,908.75
$417,713.77
$390,438.34
$363,082.22
$335,645.17
$308,126.95
$280,527.32
$252,846.04
$225,082.87
$197,237.57
$169, 309.89
$141,299.60
$113,206.44
$85,030.17
$56,770.55
$28,427.33
$0.00
SECOND ADDENDUM TO
SECURITY AGREEMENT
(CONSUMER GOODS, EQUIPMENT AND FARM PRODUCTS)
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF LAMAR §
This Second Addendum to Security Agreement (Consumer Goods, Equipment and
Farm Products), between Paris Packaging, Inc. and Paris Economic Development
Corporation (the "Addendum") is made and entered into by and between Paris Packaging,
Inc. ("Debtor") and Paris Economic Development Corporation ("Secured Party") and shall
be effective upon the date last signed by all parties.
This is a second addendum to that certain agreement entitled "Security Agreement
(Consumer Goods, Equipment and Farm Products)," by and between the Debtor and the
Secured Party, executed as of July 15, 1998 (the "Security Agreement").
1. The third paragraph of the Security Agreement is hereby amended to read as
follows:
"This security interest is to secure the payment of an indebtedness owed by
Debtor to Secured Party and evidenced by that one certain promissory note,
dated July 15, 1998, in the original principal amount of $4,000,000.00
executed by Debtor, as renewed and extended by that one certain Renewal
and Extension Promissory Note dated July 1, 2003, in the principal amount of
$3,392,165.54 executed by Debtor and as further amended by that First
Amended Renewal and Extension Promissory Note dated July 1, 2010, in the
principal amount of $2,073,242.00 executed by Debtor and payable to the
order of Secured Party as follows:
BEARING INTEREST AT THREE POINT FIFTY-FIVE PERCENT (3.55%) PER
ANNUM, WITH 82 MONTHLY PAYMENTS, DUE ON THE FIFTEENTH (15)
DAY OF EACH MONTH BEGINNING ON JULY 15, 2010, IN THE AMOUNT OF
$28,511.17 AND MONTHLY THEREAFTER WITH THE FINAL MONTHLY
PAYMENT OF THE UNPAID BALANCE DUE AND PAYABLE ON APRIL 15,
2017.
Providing for acceleration of maturity and for attorney's fees and to secure
all renewal and extensions of all or any part of said indebtedness hereby
secured."
EXHIBIT
61
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE SECURITY INTEREST IN
THE COLLATERAL EVIDENCED BY THE SECURITY AGREEMENT AS AMENDED BY
THIS SECOND ADDENDUM IS SUBORDINATE IN ALL RESPECTS TO (1) THE FIRST
PRIORITY SECURITY INTEREST GRANTED TO CAPITAL ONE EVIDENCED BY
PROMISSORY NOTE AND SUBORDINATION AGREEMENT DATED JULY 15, 1998
AND TO A LOAN AGREEMENT BY AMEGY NATIONAL BANK AND SUBORDINATION
AGREEMENT DATED FEBRUARY 5, 2010.
This Second Addendum shall become a binding obligation on the parties upon
execution by all parties. By executing this Second Addendum, the parties hereto ratify and
confirm all of the other terms, covenants and conditions of the Security Agreement should
any provision of this Second Addendum be in conflict with a provision of the Agreement,
the Addendum shall prevail.
EXECUTED as of the day of . 2010.
PARIS PACKAGING, INC. - DEBTOR
By: _
Name:
Title:
Date:
PARIS ECONOMIC DEVELOPMEIVT CORPORATION - SECURED PARTY
By: _
Name:
Title:
Date:
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