4A Wichita Falls Economic Development Minutes - 05/05/2022 MINUTES OF THE
WICHITA FALLS ECONOMIC DEVELOPMENT CORPORATION
May 5,2022
Present:
Leo Lane,President § WFEDC Members
David Toogood, Vice President §
Darron Leiker §
Brent Hillery §
Stephen Santellana, Mayor § Mayor and Council
Bobby Whiteley, Councilor at Large §
Paul Menzies,Assistant City Manager § City Administration
Blake Jurecek, Assistant City Manager §
R. Kinley Hegglund, Jr., City Attorney §
Jessica Williams, Chief Financial Officer §
Terry Floyd, Director of Development Svcs §
Chris Horgen,Public Information Officer §
Anndrea Harris, Social Media/Marketing Specialist §
Andie Kidd, PIO Administrative Clerk §
Paige Lessor, Recording Secretary §
Henry Florsheim, President and CEO § WFCCI
David Leezer, V.P. Business Attraction §
Matt Anderson § Sherrill &Gibson, PLLC
Absent §
Phyllis Cowling, Secretary-Treasurer § WFEDC Member
1. Call to Order
Leo Lane called the meeting to order at 2:31 p.m.
2. Approval of Minutes(April 21,2022)
Mr.Hillery moved to approve the minutes. Seconded by Mr.Leiker,the motion carried 4-0.
3. Discussion and possible action authorizing board president to execute a contract with Panda
Biotech,LLC regarding payment schedule
The Board adjourned into executive session.
4. Executive Session
Mr. Lane adjourned the meeting into executive session at 2:32 p.m. pursuant to Texas
WFEDC Minutes 5/5/2022
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Government Code § 551.087. He announced the meeting back into regular session at 3:22
p.m. The subjects posted in the Notice of Meeting were deliberated, and no votes or further
actions were taken on the items in executive session.
5. Motions
Panda Biotech,LLC Extension Agreement.Mr.Leiker moved that the Board authorize President
Lane's signature on and ratification of the Extension Agreement between Panda Biotech,LLC and
WFEDC. Seconded by Mr.Toogood, motion carried 4-0. Extension Agreement attached.
6. Adjourned.
The meeting adjourned at 3:23 p.m.
Leo Lane, PresidLiit
DA.NI a -rao jocc , kip
WFEDC Minutes 5/5/2022
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CERTIFICATE OF RATIFICATION AND APPROVAL
OF AMENDMENT AGREEMENT BY
WICHITA FALLS ECONOMIC DEVELOPMENT CORPORATION
THE UNDERSIGNED hereby certifies as follows:
1. I am the President of the Wichita Falls Economic Development Corporation, a Texas
development corporation ("WFEDC"). I have personal knowledge of the facts certified in
this Certificate ("Certificate") and the authority to execute it on behalf of the WFEDC.
2. On May 5, 2022, at a duly called meeting in accordance with applicable law, the Board of
the WFEDC voted to approve and ratify that certain Extension Agreement ("Agreement")
between the WFEDC, as Lender, and Panda Biotech, LLC, ("Panda"), a true and correct
copy of which is attached hereto as Exhibit A.
IN WITNESS WHEREOF, I have executed this Certificate this S day of May, 2022.
BY: .�-
Leo Lane, President
Exhibit A
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EXTENSION AGREEMENT
This Extension Agreement ("Agreement") is made and entered into as of this 2°d day of
May 2022 ("Effective Date"),subject to the conditions precedent set forth in Section 4 below,by
and between Panda Biotech,LLC,a Delaware limited liability company("Borrower")and Wichita
Falls Economic Development Corporation,a Texas development corporation ("Lender").
Recitals
A. Lender has loaned to Borrower, and Borrower has borrowed from Lender, the
amount of S1,000,000.00 ("Loan") in accordance with the terms of a certain Performance
Agreement between the Wichita Falls Economic Development Corporation and Panda Biotech,
LLC for Incentives to Create Primary Jobs at 8600 Central Freeway North in Wichita County,
Texas dated February 12, 2021 ("Performance Agreement")
B. The Loan is evidenced, in part, by a certain Purchase Money Promissory Note,
dated February 12,2021,executed by Borrower and payable to the order of the original Lender in
the original principal amount of$1,000,000.00 ("Note").
C. The Loan is secured by a certain Purchase Money Security Agreement ("Security
Agreement") dated February 12, 2021, granting Lender a first hen purchase money security
interest in specified items of equipment described therein.
D The original maturity date of the Note is August 6,2021. Since that date the parties
have infoiuially extended repayment of the Note on a demand basis, including the accrual of
interest from and after January 1, 2022 at the per annum rate of 5%.
E. On April 15,2022,Borrower made a payment of$50,000.00.
F. The Borrower and Lender agree that, as of May 1, 2022, the total unpaid balance
of the debt owing by Borrower to Lender under the Note is as follows:
Principal balance: S964,246.58
Accrued interest: $2,113 42
Lender's fees and expenses: S3,000.00
Total S969,360.00
G. Borrower and Lender now wish to for uialize their understandings as to an amended
maturity date in order to allow Borrower, directly or through its direct or indirect subsidiary,time
to complete the issuance and sale of bonds to finance business operations and expansion thereof
contemplated by the Performance Agreement ("Bond Issuance") It is understood that proceeds
of the Bond Issuance will be applied to repayment in full all debt owing to Lender in respect of
the Loan.
4859-5364-9438 v 2
Terms of Agreement
Therefore, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and
Lender agree as follows:
1. Incorporation of Recitals. The foregoing recitals are acknowledged by the parties
to be true and correct and are incorporated by reference for all purposes
2. Defined Terms Capitalized tetras not otherwise defined herein will have the
meaning set forth in the Performance Agreement,Note, and Security Agreement, as applicable.
3. Stipulation as to Balance Due• Borrower and Lender hereby stipulate and agree that,
as of May 1, 2022, the total unpaid balance of the debt owing by Borrower to Lender under the
Note is correctly stated in IF of the Recitals and such total amounts are due and owing and is just,
due, owing,unpaid, and subject to no offsets, deductions, credits, charges, defenses, or claims of
any kind or character.
4. Conditions Precedent to Effectiveness. This effectiveness of this Agreement shall
be subject to the following terms and conditions, it being expressly agreed that(i)this Agreement
shall be and become effective as of the date hereof when and if the conditions precedent set forth
in clauses(a), (b) and(c)below shall have been satisfied and (ii)if such conditions precedent are
not satisfied in full on or before May 15, 2022, this Agreement shall be of no force or effect and
the obligations in respect of the Loan shall be immediately due and payable in full:
a. Execution• A counterpart of this Agreement shall be executed by Borrower
and delivered to Lender and a counterpart of this Agreement shall be
executed by Lender and delivered to Borrower(in each case email delivery
being sufficient)on or pnor to May 5,2022,with the express understanding
that this Agreement shall remain in all respects subject to the conditions
precedent set forth in this Section 4.
b. Amendment Payment. Borrower agrees to pay to Lender on or before May
15th, 2022, the amount of $50,000.00 ("Amendment Payment"). The
Amendment Payment will be applied by Lender in the following manner:
Fees and expenses reimbursable to Lender $3,000.00
Accrued,unpaid interest on Note- $3,962.66
Reduction of principal balance of Note $43,037.34
c. Board Approval. This Agreement shall be approved and ratified by the
Board of Lender on or before May 15th, 2022
5. Stipulation of Amounts Due after Amendment Payment. Borrower and Lender
hereby stipulate and agree that,assuming that the Amendment Payment is made in full on or before
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4859-3267-1006,v 7 4859-5364-9438 v 2
May 15th, 2022, after the application of the Amendment Payment the total unpaid balance of the
debt owing by Borrower to Lender under the Note will be as follows:
Principal balance: $918,209.24
Accrued interest: $0.00
Lender's fees and expenses: S0.00
Total $918,209.24
b. Monthly Payments. As further consideration for this Agreement and the extension
of maturity of the Loan, and as a condition to Lender's agreement herein,Borrower Agrees to pay
Lender S50,000.00 on or before the 15`h day of each calendar month (a "Monthly Payment"),
commencing on June 15, 2022, and continuing until the Revised Maturity Date (defined below).
The Monthly Payments will be applied by Lender in the following manner. (a) first, to fees and
expenses reimbursable to Lender under the terms of the Note and Security Agreement; (b)then,to
accrued,unpaid interest on Note; and(c)then,to reduction of principal balance of Note.
7. Amendment ofMaturity Date. In consideration of and conditioned on the payment
of the conditions precedent specified in Section 4 and the timely payment of all Monthly Payments,
Lender agrees that the maturity of the Loan is hereby extended until the earlier (the ("Revised
Maturity Date") of (a) September 1, 2022; or (b) 7 days following the Borrowers receipt of
proceeds from the Bond Issuance. On the Revised Maturity Date all obligations under the Note
and Security Agreement shall be immediately due and payable in full without requirement for
notice or demand.
8. No Waiver by Lender Except to the extent expressly amended hereby, nothing in
this Agreement will be deemed to constitute a waiver by Lender of any right, remedy, claim,
demand, or cause of action that Lender now has or will acquire, or that has arisen or will arise,
under this Agreement, the Performance Agreement,the Note, and/or the Security Agreement.
9. Default by Borrower. Borrower agrees and stipulates that if Borrower breaches
any provision of this Agreement, the Note, or Security Agreement, Lender may immediately
proceed to enforce any right or remedy available to it for default in the payment of the Note,
without the necessity of giving Borrower (a) any notice of such default or (b) any period of time
in which to cure such default that might otherwise be provided for under the Note, and/or the
Security Agreement, it being agreed that all such notices and cure period of every kind are hereby
waived and released,unless and until such time that Lender by further written agreement reinstates
the Note. Without limitation of the foregoing, Lender's right to enforcement will apply, without
notice to Borrower, if Borrower fails to—
a. Timely make the Amendment Payment and/or any Monthly Payment; or
b. Continue to comply with all other terms and conditions of the Note and
Security Agreement and allow no other defaults or events of default to occur
under the terms of the Performance Agreement.
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10. Tolling of Limitations Borrower hereby stipulates and agrees that, from the
Effective Date through the Revised Maturity Date,the statute of limitations governing enforcement
of the Note and the Loan Agreement will be and is hereby tolled, notwithstanding the original
maturity date of the Note. As a result of the foregoing,Borrower agrees that Lender will have the
full statutory limitations period in which to enforce its rights under the Note and Security
Agreement and that such statutory limitations period will begin to run on the day following the
Revised Maturity Date.
11. Reaffirmation. Borrower,hereby confirms and agrees that its liabilities under the
Note and Security Agreement are and will remain enforceable against Borrower in accordance
with their terms, are, and will continue to be, in full force and effect; will not be reduced, altered,
limited, or lessened; will be increased by and secure the full amount of the Note; and are hereby
confirmed, ratified, extended, and increased in all respects. Borrower stipulates and agrees that
this Agreement will not impair the Security Agreement or any liens or security interests securing
the Note; that such liens and security interests will not in any manner be waived, released, or
extinguished; and that such liens and security interests are hereby acknowledged to be valid and
subsisting and are hereby renewed and extended to secure payment of the Note and all other
obligations under the Performance Agreement.
12. Representations and Warranties. Borrower hereby reaffirms that, as of the
Effective Date of this Agreement, the representations and warranties of Borrower set forth in the
Security Agreement are true and correct on the date hereof as though made on and as of the date
of this Agreement.In addition,Borrower hereby represents and warrants to Lender as follows:
a. Each of the terms and conditions of the Performance Agreement,Note and
Security Agreement are in full force and effect, and there are no claims or
offsets against, or defenses or counterclaims to, Lender's enforcement of
the Note and/or Security Agreement;
b. This Agreement constitutes the legal, valid, and binding obligation of
Borrower and is enforceable against Borrower in accordance with its terms;
c. The consideration received and to be received by Borrower under this
Agreement is adequate and sufficient in all respects; and
d. This Agreement is being entered into by Borrower voluntarily, and
Borrower has relied on the advice of its independent legal counsel in
evaluating whether to enter into this Agreement.
The continuing validity in all respects of the representations and warranties by Borrower
set forth in this Agreement will be a condition precedent to the performance by Lender of its
obligations and agreements under this Agreement If any of the foregoing representations and
warranties by Borrower should, at any time, prove to be inaccurate in any respect, Lender shall
have rights of enforcement as set forth in Section 9.
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9 �
13. Miscellaneous
a. Parties Bound. This Agreement will be binding on and inure to the benefit
of Borrower,Lender. and their respective permitted successors and assigns,subject only to
the conditions to effectiveness set forth in Section 4.
b. Counterparts. This Agreement will be executed in any number of original
or facsimile counterparts, all of which taken together will constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing any such
counterpart.
c. Governing Law. This Agreement will be deemed to be a contract under
the laws of the state of Texas and for all purposes will be governed by, and construed in
accordance with,the laws of Texas and the applicable laws of the United States of America
This Agreement has been entered into in Wichita County,Texas,and shall be performable
for all purposes in Wichita County, Texas. Courts within the State of Texas will have
jurisdiction over any and all disputes arising under or pertaining to this Agreement, and
venue in any such dispute will be in the county or judicial district of the Lender's principal
place of business.
PANDA BIOTECH,LLC, WICHITA FALLS ECONOMIC
a Delaware limited liability company DEVELOPMENT CORPORATION,
a Texas development corporation
By: I-LBy: e_4.,
Robert W. Carter,Chaiiuuan Leo Lane,President
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