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RESOLUTION NO. 13 <br />A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT <br />AUTHORITY OF THE CITY OF FULLERTON, CALIFORNIA, <br />TAKING NOTICE OF PROPOSED MERGER AND <br />ACKNOWLEDGING THE TRANSACTION <br />WHEREAS, the City of Fullerton, California ( "City ") <br />corporation duly created and existing under the laws and <br />• the State of California and is authorized by law to issue <br />bonds for the purpose of providing financing for the <br />equipment and plant improvements, among other things; and, <br />• <br />• <br />is a municipal <br />Constitution of <br />and sell its <br />acquisition of <br />WHEREAS, the Industrial Development Authority of the City of <br />Fullerton ( "Authority ") is an industrial development authority duly created <br />and existing pursuant to the California Industrial Development Act, and, <br />WHEREAS, pursuant to such authority, the Authority has issued its <br />Variable Rate Demand Revenue Bonds Series 1984 (PCL Packaging Inc. Project) <br />in the amount of $3,500,000.00; and, <br />WHEREAS, the proceeds of the bond issuance have been loaned to PCL <br />Packaging, Inc. ( "Company "), pursuant to the Loan Agreement between the <br />Industrial Development Authority of the City of Fullerton and PCL <br />Packaging, Inc., dated as of December 1, 1984 ( "Loan Agreement "), and <br />Indenture of Trust by the Industrial Development Authority of the City of <br />Fullerton to First Interstate Bank of California as Trustee and Chemical <br />Bank as Paying Agent Registrar, dated as of December 1, 1984 ( "Trust <br />Indenture "); and, <br />WHEREAS, the Company is a wholly -owned subsidiary of PCL Holdings <br />Corporation, Inc., ( "Holdings ") a corporation organized and in good <br />standing under the laws of the State of Delaware; and, <br />WHEREAS, the Company and Holdings have informed the Authority that <br />the Company proposes to merge into Holdings, with Holdings as the <br />surviving corporation of the merger; and, <br />WHEREAS, Section 10.2 of the Loan Agreement governs such situations <br />and states: <br />This Loan Agreement shall inure to the benefit of and shall be <br />binding upon the Authority, the Company and their respective <br />successors and assigns subject, however, to the limitations <br />contained in this Loan Agreement and particularly in Section 7.1 <br />and 7.2 hereof. <br />and, <br />WHEREAS, the proposed merger does not constitute a breach of either <br />the Trust Indenture or the Loan Agreement; and, <br />WHEREAS, the Authority has determined that the obligations of the <br />Company shall continue unimpaired by PCL Holdings Corporation, Inc., and <br />that therefore there is no adverse impact upon the Authority, and that the <br />proposed merger is not inconsistent with any provision of California law. <br />NOW, THEREFORE, BE IT RESOLVED, BY THE INDUSTRIAL DEVELOPMENT <br />AUTHORITY OF THE CITY OF FULLERTON AS FOLLOWS: <br />1. All action (not inconsistent with the provisions of this resolution) <br />heretofore taken by the Authority are hereby ratified, approved <br />and acknowledged. <br />-4/-/-y <br />l - F1,vAAvCf_ <br />✓3 REL)fYCLOP(a cvt4LL'�) <br />