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Community Economic Betterment Account_MedlineTO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Community Economic Betterment Account (CEBA) Contract for Medline Industries, Inc. DATE: June 11, 2008 Economic Development Director Dave Heiar is recommending approval of a contract for a Community Economic Betterment Account (CEBA) with the Iowa Department of Economic Development and Medline Industries, Inc., a medical supply manufacturer with customer service operations in Dubuque. In October 2007, Medline Industries, Inc. announced its intent to expand its operations in Dubuque. The Company plans to retain 232 jobs and create 75 new positions as a part of this expansion process. I concur with the recommendation and respectfully request Mayor and City Council approval. ~, ~. ,i / Michael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager David Heiar, Economic Development Director Dubuque THE CITY OF DuB E ~ r Masterpiece on the Mississippi 20D7 June 9, 2008 TO: Michael Van Milligen, City Manager FROM: David Heiar, Economic Development Director SUBJECT: Community Economic Betterment Account (CEBA) Contract for Medline Industries, Inc. INTRODUCTION This memorandum presents for City Council review and approval a resolution authorizing the contract for a Community Economic Betterment Account (CEBA) with the Iowa Department of Economic Development and Medline Industries, Inc., a medical supply manufacturer with customer service operations in Dubuque. The CEBA contract is attached. BACKGROUND In October, 2007, Medline Industries, Inc. announced its intent to expand its operations in Dubuque. The Company plans to retain 232 jobs and create 75 new positions as a part of this expansion process. Medline is a manufacturer and distributor of medical supplies founded in 1966 and headquartered in Mundelein, Illinois. It is the nation's largest privately held national manufacturer and distributor of healthcare supplies and services. Medline manufactures and distributes more than 100,000 medical products. The company has more than 700 dedicated sales representatives nationwide and ships products from approximately 30 distribution centers. Medline sells to all types of medical facilities including hospitals, extended care facilities, surgery centers, commercial laundries, home care dealers, home care agencies and physician offices. Medline's project includes construction of a new office building on 10.43 acres in the Dubuque Industrial Center West, approximately 62,000 square feet in size, which will be used to provide customer service support to Medline customers and some inside sales activity. The building is expected to be completed early in 2009. The CEBA contract will provide financial assistance to enable the company's expansion in Dubuque. As required by the CEBA program, the application must also be approved by the City. DISCUSSION Medline Industries, Inc. will commit to employ 75 new employees averaging over $27,000 per year plus benefits. The Company will be investing approximately $8.5 million in construction, computer equipment, and furniture and fixtures. This contract provides Medline Industries, Inc. with a $240,000 no interest loan and a $240,000 forgivable loan. City assistance as public match for the CEBA application is required, and consists of a Land Acquisition Grant ($625,000) and an 8 year TIF rebate. RECOMMENDATION I recommend that the City Council authorize the CEBA contract fora $480,000 partially forgivable loan on behalf of Medline Industries, Inc. This project is consistent with the City's goals to help local businesses expand in the community, increase the number of good paying jobs and further diversify our economic base. ACTION STEP The action step for the City Council is to adopt the attached resolution. F:\USERS\DHeiar\Medline\memo approving ceba contract.doc RESOLUTION NO. A RESOLUTION AUTHORIZING A COMMUNITY ECONOMIC BETTERMENT ACCOUNT (CEBA) CONTRACT ON BEHALF OF MEDLINE INDUSTRIES, INC. Whereas, Medline Industries, Inc. has proposed the expansion of its operations in Dubuque, Iowa; and Whereas, the City Council of Dubuque, Iowa has considered said proposal and has determined that the proposed project will contribute to the local economy through the creation of 75 new jobs for area residents; and Whereas, the Iowa Department of Economic Development's Community Economic Betterment Account (CEBA) was designed to assist in the economic development efforts of local jurisdictions; and Whereas, the City of Dubuque, Iowa has been awarded funding from the CEBA program. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the contract for a Community Economic Betterment Account (CEBA) contract on behalf of Medline Industries, Inc. is hereby approved. Section 2. That the Mayor is hereby authorized to execute the contract with the Iowa Department of Economic Development together with such documents as may be required. Passed, approved, and adopted this 16th day of June, 2008. Roy D. Buol, Mayor Attest: Jeanne Schneider, City Clerk F:\USERS\DHeiarUVledline\Resolution approving CEBA contract.doc MEOL/NE 30 May 2008 Medline Industries, Inc. One Medline Place 1.847.643.4603Phone Gregory A. Orlando Mundelein, Illinois 60060.4486 1.847.837.2756 Fax Director of Tax Mayor Roy Buol City of Dubuque City Hall 50 West 13~'. Street Dubuque, IA 52001 Dear Mayor Buol: On behalf of Medline Industries, Inc. please let me express our gratitude to you, the City of Dubuque and the Iowa Department of Economic Development team in offering Medline the awards provided by the IDED program, local government and Community College. Please find enclosed the original Medline signed contracts and related materials. We look forward to working with you and in being part of the growth and prosperity in the State Iowa. Should there be any questions, please feel free to contact me at 847/643- 4603. Very trul ours, '~ ~ / Ofe~ory A. Orlando Director of Tax Cc: Michael Johansen (letter only) Proiect Manager Legal and Compliance Iowa Department of Economic Development 200 East Grand Ave. Des Moines, IA. 50309 MASTER CONTRACT BY AND BETWEEN Medline Industries, Inc. AND THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT CONTRACT NUMBER: P0711M01538 TABLE OF CONTENTS ARTICLE 1. MASTER CONTRACT DURATION; FUNDING AGREEMENT DURATION ARTICLE 2. FUNDING Article 2.1 Funding Sources Article 2.2 Reduction, Discontinuance or Alteration of Funding ARTICLE 3. CONTRACT STRUCTURE AND DEFINITIONS; DOCUMENTS INCORPORATED BY REFERENCE; ORDER OF PRIORITY Article 3.1 Contract Structure and Definitions Article 3.2 Documents Incorporated by Reference Article 3.3 Business's Financial Assistance Application on File Article 3.4 Order of Priority ARTICLE 4. AWARD Article 4.1 Description of the Project and Award Budget Article 4.2 Job Obligations Article 4.3 Repayment Obligation ARTICLE 5. CONDITIONS TO DISBURSEMENT OF FUNDS; DISBURSEMENT TERMS Article S.1 Documents Submitted Article 5.2 Prior Costs Article 5.3 Cost Variation Article 5.4 Suspension of Disbursement Article S. S Investment of Award Proceeds ARTICLE 6. SECURITY; CROSS-COLLATERALIZATION Article 6.1 Secured Property Article 6.2 Value of Collateral Article 6.3 Additional or Substitute Collateral ARTICLE 7. REPRE SENTATIONS AND WARRANTIES Article 7.1 Organization and Qualiftcations Article 7.2 Authority and Validity of Obligations Article 7.3 Use of Proceeds Article 7.4 Subsidiaries Article 7.5 Financial Reports Article 7.6 No Material Adverse Change Article 7.7 Full Disclosure; Business's Financial Assistance Application Article 7.8 Trademarks, Franchises and Licenses Article 7.9 Governmental Authority and Licensing Article 7.10 Litigation and Other Controversies Article 7.11 Good Title Article 7.12 Taxes Article 7.13 Other Contracts Article 7.14 No Default Article 7.15 Compliance with Laws Article 7.16 Effective Date of Representations and Warranties Contract # P0711 M01538 - 2 - master updated ero~ < < ARTICLE 8. COVI Article 8.1 Article 8.2 Article 8.3 Article 8.4 Article 8. S Article 8.6 Article 8.7 Article 8.8 Article 8.9 Article 8.10 Article 8.11 Article 8.12 Article 8.13 Article 8.14 Article 8.1 S Article 8.16 Article 8.17 ;NANTS Maintain Existence in Iowa Job Obligations; Benefits Requirements Performance Obligations Maintenance of Properties Taxes and Assessments Insurance Required Reports Inspection and Audit Compliance with Laws Use of Award Proceeds Changes in Business Ownership, Structure or Control Notice of Meetings Notice of Proceedings Accounting Records Restrictions No Changes in Business Operations Indemnification ARTICLE 9. EVENTS OF DEFAULT AND REMEDIES Article 9.1 Article 9.2 Article 9.3 Article 9.4 Article 9.5 ARTICLE 10. MISC Article 10.1 Article 10.2 Article 10.3 Article 10.4 Article 10. S Article 10.6 Article 10.7 Article 10.8 Article 10.9 Article 10.10 Article 10.11 Article 10.12 Article 10.13 Article 10.14 Article 10.1 S Events of Default Default Remedies Default Interest Rate Expenses Notice of Default and Opportunity to Cure ELLANEOUS Timely Performance State of Iowa Recognition Choice of Law and Forum Governing Law Master Contract/Funding Agreement Amendments Notices Headings Final Authority Waivers Counterparts Survival of Representations Severability of Provisions Successors and Assigns Termination Integration Contract # P0711 M01538 - 3 - Master updated e/o7 MASTER CONTRACT BUSINESS: MASTER CONTRACT NUMBER: AWARD DATE: Medline Industries, Inc. P0711M01538 November 15, 2007 This FINANCIAL ASSISTANCE CONTRACT (the "Master Contract") is made as of the CONTRACT EFFECTIVE DATE by and between the Iowa Department of Economic Development ("IDED"), 200 East Grand Avenue, Des Moines, IA 50309 and Medline Industries, Inc. an Illinois S- corporation ("Business"), One Medline Place, Mundelein, Illinois 60060. WHEREAS, the Business submitted an application to IDED requesting financial assistance in the financing of its Project as more fully described in Exhibit C, Description of the Project and Award Budget, (the "Project"); and WHEREAS, the IDED found the Project to meet the requirements established to receive financial assistance; and WHEREAS, the IDED and/or the Iowa Department of Economic Development Board ("IDED Board") have awarded the Business financial assistance from one or more IDED-administered programs for the Project, all of which are subject to the terms and conditions set forth herein and collectively referred to as the "Award"; and NOW THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the Business and IDED agree to the following terms: ARTICLE 1 MASTER CONTRACT DURATION; FUNDING AGREEMENTS DURATION This Master Contract shall be in effect until all of Business's obligations and liabilities under this Master Contract and all of the Funding Agreements executed in connection with this Master Contract have been satisfied. The duration of each Funding Agreement will be as described in the Funding Agreement. ARTICLE 2 FUNDING 2.1 Funding Sources. The sources of funding for this Award are appropriations to IDED for financial assistance programs administered by the IDED and tax credit programs that IDED is authorized to administer. 2.2 Reduction, Discontinuance or Alteration of Funding. Any termination, reduction, or delay of funds available due, in whole or in part, to (i) lack of, reduction in, or a deappropriation of revenues previously appropriated by the legislature for this Award, or (ii) any other reason beyond the IDED's control may, in the IDED's discretion, result in the termination, reduction or delay of funds to the Business. Contract # P0711 M01538 - 4 - Master updated a~o~ ARTICLE 3 CONTRACT STRUCTURE AND DEFINITIONS; DOCUMENTS INCORPORATED BY REFERENCE; AND ORDER OF PRIORITY 3.1 Contract Structure and Definitions. (a) This Award shall be governed by this Master Agreement and the individual funding agreements (the "Funding Agreements") for each source of program assistance for this Award. This Award has been provided to the Business to fund the Project described in Exhibit C, Description of the Project and Award Budget. The Articles of this Master Contract apply to each Funding Agreement unless a Funding Agreement specifically states otherwise. (b) The following terms apply to this Master Contract and each of the Funding Agreements, unless otherwise specified in a Funding Agreement: "Award Date" means the date first stated in this Master Contract and is the date the IDED and/or the IDED Board approved the awarding of financial assistance to the Business for the Project. "Benefits Requirements" means the benefits requirements established by the Department pursuant to statute or rule for each program that is providing financial assistance or tax credit benefits for this Project. "Business's Employment Base" means the number of jobs as stated in Exhibit D, Job Obligations that the Business and IDED have established as the job base for this Project. The number of jobs the Business has pledged to create shall be in addition to the Business's Employment Base. "Created Jobs" means the number of new FTE Jobs the Business will add over and above the Business's Employment Base. "Community" means City of Dubuque. "Eligible Benefits" means all of the following: medical and dental insurance plans, pension and profit-sharing plans, child care services, life insurance coverage, vision insurance plan, and disability coverage. "Forgivable Loan" means a form of an award made by the IDED to the Business under a Funding Agreement(s) for which repayment is eliminated in part or entirely if the Business satisfies the terms of this Contract and the Funding Agreement(s). "Full-time Equivalent (FTE) Job" means the employment of one person: (a) For 8 hours per day fora 5-day, 40-hour workweek for 52 weeks per year, including paid holidays, vacations and other paid leave, or (b) For the number of hours or days per week, including paid holidays, vacations and other paid leave, currently established by schedule, custom, or otherwise, as constituting a week of full-time work for the kind of service an individual performs for an employing unit. "Job Maintenance Period" means the date two (2) years from the Project Completion Date as stated in Exhibit C, Description of the Project and Award Budget. The Business shall maintain the Project, and the created/retained jobs through the Job Maintenance Period. Contract # P0711 M01538 - 5 - nrasrer updated e~o~ "Job Obligations" means the Business's Employment Base number and the new jobs to be created that pay the required wages and benefits, all as outlined in Exhibit D, Job Obligations. "Loan" means form of an award made by the IDED to the Business under a Funding Agreement(s) for which full repayment is expected. "Project" means the description of the work and activities to be completed by the Business as outlined in Exhibit C, Description of the Project and Award Budget, Exhibit D, Job Obligations, and Exhibit A, Business's Financial Assistance Application. "Project Completion Date" means the date three (3) years from the Award Date as stated in Exhibit C, Description of the Project and Award Budget. The Project Completion Date is the date by which all Project activities shall be satisfactorily completed. "Qualifying jobs" are those created or retained jobs that meet or exceed the Qualifying Wage Threshold Requirement established for the programs providing assistance to this Project qualify for program funding. "Qualifying Wage Threshold Requirement" means the wage threshold requirement (e.g. 90%, 100%, 130% , 160% of the average county or regional wage rate) established by the Department pursuant to statute or rule for each program that is providing financial assistance or tax credit benefits for this Project. The Qualifying Wage Threshold Requirement for each funding source providing assistance to this Project is outlined in Exhibit D, Job Obligations. "Retained Job" means an existing job that meets the Qualifying Wage Threshold Requirements and would be eliminated or moved to another state if the Project did not proceed in Iowa. 3.2 Documents Incorporated by Reference. The following documents are incorporated by reference and considered an integral part of this Master Contract: Exhibit A - Business's Financial Assistance Application, Application #08-CEBA-025 Exhibit B - Funding Agreements: B1-CEBA Funding Agreement Exhibit C - Description of the Project and Award Budget Exhibit D - Job Obligations Exhibit E - Development Agreement Between the City of Dubuque, Iowa and Medline Industries, Inc. dated November 19, 2007. 3.3 Business's Financial Assistance Application on File. Due to its size, Exhibit A will not be attached to this Master Contract, but will be kept on file at the Iowa Department of Economic Development. It shall, nevertheless, be considered an incorporated element of this Master Contract and the Funding Agreements. 3.4 Order of Priority. In the case of any inconsistency or conflict between the specific provisions of this document and the exhibits, the following order of priority shall control: (a) Master Contract, Articles 1-10 (b) Exhibit B -Funding Agreements (c) Exhibit C -Description of the Project and Award Budget (d) Exhibit D -Job Obligations (e) Exhibit A -Business's Financial Assistance Application Contract # P0711 M01538 - 6 - Master updated aio7 (f) Exhibit E - Development Agreement Between the City of Dubuque, Iowa and Medline Industries, Inc. dated November 19, 2007. ARTICLE 4 AWARD 4.1 Description of the Project and Award Budget. The IDED andlor the IDED Board have approved an Award to the Business from the programs and in the amounts identified in Exhibit C, Description of the Project and Award Budget. The Project Budget for this Award is as detailed in Exhibit C. 4.2 Job Obli ations. The IDED and/or the IDED Board have approved an Award to the Business and the Business' Job Obligations are outlined in Exhibit D, Job Obligations. 4.3 Repayment Obli ag tion. The obligation to repay the direct financial assistance components of this Award shall be evidenced by Promissory Notes executed in connection with the Funding Agreements. ARTICLE 5 CONDITIONS TO DISBURSEMENT OF FUNDS; DISBURSEMENT TERMS The obligation of IDED to make, continue or disburse funds under this Master Contract and the Funding Agreements shall be subject to the following conditions precedent: 5.1 Documents Submitted. IDED shall have received each of the following documents, properly executed and completed, and approved by IDED as to form and substance: (a) Master Contract. Fully executed Master Contract. (b) Funding Agreements. Fully executed Funding Agreements. (c) Promissory Notes. The Promissory Notes required by the Funding Agreements. (d) Articles o Incorporation. Copies of the articles of incorporation of the Business, certified in each instance by its secretary or assistant secretary. (e) Certi icate of Corporate Existence. A certificate of existence for the Business from the Office of the Secretary of State of Iowa. (fj Results of Lien and Tax Search. Financing statement, tax and judgment lien search results, in the Business's state of incorporation/organization, against the Business and Secured Property. (g) Security Documents. The fully executed Security Documents required in Article 6.0. (h) Other Required Documents. IDED shall have received such other contracts, instruments, documents, certificates and opinions as the IDED may reasonably request. (i) Hazardous Waste Audit. To comply with Iowa Code section 15A.1(3)"b," if the Business generates solid or hazardous waste, it must either: a) submit a copy of the Business's existing in-house plan to reduce the amount of waste and safely dispose of the waste based on an in-house audit conducted within the past 3 years; or b) submit an outline of a plan to be developed in-house, or 3) submit Contract # P0711 M01538 - 7 - n-faster updated aio7 documentation that the Business has authorized the Iowa Department of Natural Resources or Iowa Waste Reduction Center to conduct the audit. (j) Release Form -Confidential Tax In ormation. A signed Authorization for Release of Confidential State Tax Information form to permit IDED to receive the Business's state tax information directly from the Iowa Department of Revenue for purposes of annually updating the Iowa Public Return on Investment Analysis. (k) Satis actors Credit History Documentation of satisfactory credit history of the Business and guarantors, as applicable, with no judgments or unsatisfied liens or similar adverse credit actions. (1) Project Financial Commitments. The Business shall have submitted documentation acceptable to IDED from the funding sources identified in Exhibit C committing to the specified financial involvement in the Project and received the IDED's approval of the documentation. The documentation shall include the amount, terms and conditions of the financial commitment, as well as any applicable schedules. (m) Requests for Disbursement. All disbursements of Award proceeds shall be subject to receipt by the IDED of requests for disbursement, in form and content acceptable to IDED, submitted by the Business. All requests shall include documentation of costs that have been paid or costs to be paid immediately upon receipt of Award proceeds. (n) Funding Agreements Disbursement Requirements. Satisfaction of all disbursement requirements outlined in the specific program Funding Agreements. 5.2 Prior Costs. No expenditures made prior to the Award Date may be included as Project costs. This restriction applies to the direct financial assistance portions of this Award, not the tax credit benefits included in this Award. 5.3 Cost Variation. In the event that the total Project cost is less than the amount specified in the Exhibit C, the Funding Agreements shall be reduced at the same ratio to the total Project cost reduction as the ratio of the Funding Agreement amount to the total amount of funds provided by the Business and all funding sources requiring a proportional reduction of their financial contribution to the Project. Any disbursed excess above the reduced IDED participation amount shall be returned immediately to IDED. 5.4 Suspension of Disbursement. Upon the occurrence of an Event of Default (as defined in this Master Contract or any of the Funding Agreements) by the Business, the IDED may suspend payments and tax credit program benefits to the Business until such time as the default has been cured to IDED's satisfaction. Notwithstanding anything to the contrary in this Master Contract or the Funding Agreements, upon a termination of this Master Contract on account of an Event of Default by the Business, Business will no longer have the right to receive any disbursements or any tax credit program benefits after the effective date of default. All Award funds may also be suspended, in IDED's sole discretion, in the event the Business experiences a layoff within the state of Iowa or closes any of its Iowa facilities. 5.5 Investment of Award Proceeds. (a) In the event that the Award proceeds are not immediately utilized, temporarily idle Award proceeds held by the Business may be invested provided such investments shall be in accordance with State law, including but not limited to the provisions of Iowa Code chapter 12C concerning the deposit of public funds. Interest accrued on temporarily idle Award proceeds held by the Business shall be credited to and expended on the Project prior to the expenditure of other Award proceeds. Contract # P0711 M01538 - 8 - Master updated a~o~ (b) All proceeds remaining, including accrued interest, after all allowable Project costs have been paid or obligated shall be returned to the IDED within thirty (30) days after the Project Completion Date. Within ten (10) days of receipt of a written request from IDED, Business shall inform the IDED in writing of the amount of unexpended Award funds in the Business's possession or under the Business's control, whether in the form of cash on hand, investments, or otherwise. ARTICLE 6 SECURITY; CROSS-COLLATERALIZATION The Business shall execute in favor of the IDED all security agreements, financing statements, mortgages, personal and/or corporate guarantees (the "Security Documents") as required by the IDED. 6.1 Securi .This Award shall be secured by: Irrevocable Letter of Credit from Comerica Bank (the "Secured Property ") 6.2 Value of Collateral. The value, as reasonably determined by IDED, of the Secured Property shall meet or exceed the amount of Award funds disbursed. 6.3 Additional or Substitute Collateral. In case of a decline in the market value of the Secured Property, or any part thereof, IDED may require that additional or substitute collateral of quality and value satisfactory to IDED be pledged as Secured Property for this Award. The Business shall provide such additional or substitute collateral Secured Property within 20 days of the date of the request for additional or substitute collateral to secure this Award in an amount equal to or greater than the amount of outstanding Award funds. ARTICLE 7 REPRESENTATIONS AND WARRANTIES The Business represents and warrants to IDED as follows: 7.1 Organization and Qualifications. The Business is duly organized, validly existing and in good standing as a corporation under the state of its incorporation. The Business has full and adequate power to own its property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the property owned or leased by it requires such licensing or qualifying, except where the failure to so qualify would not have a material adverse effect on the Business's ability to perform its obligations hereunder. 7.2 Authority and Validity of Obligations. The Business has full right and authority to enter into this Master Contract and the Funding Agreements and to make the borrowings herein provided for. The person signing this Master Contract and the Funding Agreements has full authority to: a) sign this Master Contract and the Funding Agreements, and b) issue Promissory Notes on behalf of the Business, and c) secure Business's obligations under this Master Contract and the Funding Agreements, and d) perform each and all of the obligations under the Master Contract and its Funding Agreements. The Master Contract and Funding Agreement documents delivered by the Business have been duly authorized, executed and delivered by the Business and constitute the valid and binding obligations of the Business and enforceable against it in accordance with their terms. This Master Contract, the Funding Contract # P0711 M01538 - 9 - n~rasrer updated eio~ Agreements and related documents do not contravene any provision of law or any judgment, injunction, order or decree binding upon the Business or any provision of the articles of organization or operating agreement of the Business, contravene or constitute a default under any covenant, indenture or contract of or effecting the Business or any of its properties. 7.3 Use of Proceeds. The Business hereby agrees to use Award proceeds only for the Project and for the activities described in Exhibit C, Description of the Project and Award Budget, this Master Contract and the Funding Agreements. Use of Award proceeds shall conform to the Budget for the Project as detailed in Exhibit C. The Business represents that there are legally enforceable commitments in place from the funding sources identified for the Project in Exhibit C. 7.4 Subsidiaries. The Business has no Subsidiaries on the Contract Effective Date. 7.5 Financial Reports. The balance sheet of the Business furnished to IDED as of the Contract Effective Date, fairly presents its financial condition as at said date in conformity with GAAP applied on a consistent basis. The Business has no contingent liabilities which are material to it, other than as indicated on such financial statements or, with respect to future periods, on the financial statements furnished to IDED. 7.6 No Material Adverse Chance. Since the Award Date, there has been no change in the condition (financial or otherwise) or business prospects of the Business, except those occurring in the ordinary course of business, none of which individually or in the aggregate have been materially adverse. To the knowledge of the Business, there has been no material adverse change in the condition of the Business (financial or otherwise) or the business prospects of the Business 7.7 Full Disclosure; Business's Financial Assistance Application. The statements and other information furnished to the IDED by Business in its Financial Assistance Application and in connection with the negotiation of this Master Contract and the Funding Agreements do not contain any untrue statements of a material fact or omit a material fact necessary to make the material statements contained herein or therein not misleading. The IDED acknowledges that as to any projections furnished to the IDED, the Business only represents that the same were prepared on the basis of information and estimates it believed to be reasonable. 7.8 Trademarks, Franchises and Licenses. The Business owns, possesses, or has the right to use all necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how and confidential commercial and proprietary information to conduct its businesses as now conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style, copyright or other proprietary right of any other Person. As used in this Master Contract, "Person " means an individual, partnership, corporation, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof. 7.9 Governmental Authority and Licensing. The Business has received all licenses, permits, and approvals of all Federal, state, local, and foreign governmental authorities, if any, necessary to conduct its businesses, in each case where the failure to obtain or maintain the same could reasonably be expected to have a material adverse effect. No investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit, or approval is pending or, to the knowledge of the Business threatened. 7.10 Litigation and Other Controversies. There is no litigation or governmental proceeding pending, nor to the knowledge of the Business threatened, against the Business which if adversely determined would result in any material adverse change in the financial condition, Properties, business or Contract # P0711 M01538 - 10 - master updated s/o7 operations of the Business, nor is the Business aware of any existing basis for any such litigation or governmental proceeding. 7.11 Good Title. The Business has good and defensible title (or valid leasehold interests) to all of its Property (including, without limitation, the Secured Property) reflected on the most recent balance sheets furnished to the IDED (except for sales of assets in the ordinary course business). 7.12 Taxes. All tax returns required to be filed by the Business in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees and other governmental charges upon the Business or upon any of its property, income or franchises, which are shown to be due and payable in such returns, have been paid, except such taxes, assessments, fees and governmental charges, if any, as are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and as to which adequate reserves established in accordance with GAAP have been provided. The Business knows of no proposed additional tax assessment against it for which adequate provisions in accordance with GAAP have not been made on its accounts. Adequate provisions in accordance with GAAP for taxes on the books of the Business have been made for all open years, and for their current fiscal period. 7.13 Other Contracts. The Business is not in default under the terms or any covenant, indenture or contract of or affecting either the Business or any of its properties, which default, if uncured, would have a material adverse effect on its financial condition, properties, business or operations. 7.14 No Default. No Default or Event of Default has occurred or is continuing. 7.15 Compliance with Laws. The Business is in compliance with the requirements of all federal, state and local laws, rules and regulations applicable to or pertaining to the business operations of the Business and laws and regulations establishing quality criteria and standards for air, water, land and toxic or hazardous wastes or substances, non-compliance with which could have a material adverse effect on the financial condition, properties, business or operations of the Business. The Business has not received notice to the effect that its operations are not in compliance with any of the requirements of applicable federal, state or local environmental or health and safety statutes and regulations or are the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could have a material adverse effect on the financial condition, properties, business or operations of the Business. 7.16 Effective Date of Representations and Warranties. The warranties and representations of this Article are made as of the Contract Effective Date and shall be deemed to be renewed and restated by the Business at the time each request for disbursement of funds is submitted to the IDED. ARTICLE 8 COVENANTS 8.1 Maintain Existence in Iowa. The Business shall at all times preserve and maintain its existence as a corporation in good standing and maintain the Project in Iowa. The Business will preserve and keep in force and affect all licenses, permits, franchises, approvals, patents, trademarks, trade names, trade styles, copyrights and other proprietary rights necessary to the proper conduct of its respective business. 8.2 Job Obligations; Benefits Requirements. Contract # P0711 M01538 - 11 - Master updated sio~ (a) Jobs and Wages. By the Project Completion Date, the Business shall create/retain the number of FTE Created Jobs and Retained Jobs above the Business's Employment Base and maintain the jobs through the Job Maintenance Period, all as detailed in Exhibit D. The Business shall pay the wage rates identified in Exhibit D. (b) Benefits. The Business shall provide and pay for the eligible benefits described in Exhibit A, Business's Financial Assistance Application, with an Average Benefit Value calculated by IDED and shown in Exhibit D. During the Contract period the Business may adjust the benefit package provided the Average Benefit Value does not fall below the minimum benefit threshold requirement (e.g., 80% of medical and dental insurance) for the funding source that is assisting the Project and provided the benefit package includes eligible benefits. 8.3 Performance Obli atg ions. By the Project Completion Date, Business shall complete the Project, make the total investment pledged for the Project and in accordance with the Award Budget as detailed in Exhibit C and comply with all other performance requirements described in this Master Contract and the Funding Agreements. The Business shall promptly provide IDED with written notice of any major changes that would impact the success of the Project. 8.4 Maintenance of Properties. The Business shall maintain, preserve and keep its properties in good repair, working order and condition (ordinary wear and tear excepted) and will from time to time make all needful and proper repairs, renewals, replacements, additions and betterments thereto so that at all time the efficiency thereof shall be fully preserved and maintained in accordance with prudent business practices. 8.5 Taxes and Assessments. The Business shall duly pay and discharge all taxes, rates, assessments, fees and governmental charges upon or against it against its properties, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves are provided therefore. 8.6 Insurance. The Business shall insure and keep insured in good and responsible insurance companies, all insurable property owned by it which is of a character usually insured by Persons similarly situated and operating like properties against loss or damage from such hazards or risks as are insured by Persons similarly situated and operating like properties; and the Business shall insure such other hazards and risks (including employers' and public liability risks) in good and responsible insurance companies as and to the extent usually insured by Persons similarly situated and conducting similar businesses. The Business will upon request of the IDED furnish a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Article. 8.7 Required Reports. (a) Review of Disbursement Requests and Reports. The Business shall prepare, sign and submit disbursement requests and reports as specified in this Master Contract in the form and content required by IDED. The Business shall review all reimbursement requests and verify that claimed expenditures are allowable costs. The Business shall maintain documentation adequate to support the claimed costs. (b) Reports. The Business shall prepare, sign and submit the following reports to the IDED throughout the Contract period: Contract # P0711 M01538 - 12 - master updated sio~ Report Due Date Annual Proiect Status Report The Annual Project Status Report will collect July 3151 for the period ending June 30th information from the Business about the status of the project. This report will collect data such as current employment levels, number of jobs that meet or exceed the Qualifying Wage Threshold Requirements (with and without benefits), project expenditures, including amount spent on research and development, any changes to the Business's benefits, ownership, structure, or control of the Business and any other information required by IDED. End of Project Report The End of Project Report will collect Within 30 days of Project Completion Date information from the Business about the completed project such as final employment levels, number of jobs that meet or exceed the Qualifying Wage Threshold Requirements (with and without benefits), project expenditures and changes to the Business's benefits, ownership, structure, or control of the Business and any other information required by IDED. End of Job Maintenance Period Report The End of Job Maintenance Period Report will Within 30 days of the end of the Job collect information from the Business's Maintenance Period continued maintenance of employment levels and Qualifying Wage Threshold Requirements (with and without benefits) that were verified at the Project Completion Date, and changes to the Business's benefits, ownership, structure, or control of the Business and any other information required by IDED. (c) Additional Reports, Financials as Requested by IDED. The IDED reserves the right to require more frequent submission of any of the above reports if, in the opinion of the IDED, more frequent submissions would help improve the Business's Project performance, or if necessary in order to meet requests from the Iowa General Assembly, the Department of Management or the Governor's office. At the request of IDED, Business shall submit its annual financial statements completed by an independent CPA, or other financial statements including, but not limited to, income, expense, and retained earnings statements. 8.8 Inspection and Audit. The Business will permit the IDED and its duly authorized Contract # P0711 M01538 - 13 - Master updated eio7 representatives to visit and inspect any of the Business's properties, corporate books and financial records of the Business related to the Project, to examine and make copies of the books of accounts and other financial records of the Business, and to discuss the affairs, finances and accounts of the Business with, and to be advised as to the same by, its officers, and independent public accountants (and by this provision the Business authorizes such accountants to discuss with the IDED and the IDED's duly authorized representatives the finances and affairs of the Business) at such reasonable time and reasonable intervals as the IDED may designate, but at least annually. 8.9 Compliance with Laws. (a) The Business will comply in all material respects with the requirements of all federal, state and local laws, rules, regulations and orders applicable to or pertaining to its properties or business operations including, but not limited to, all applicable environmental, hazardous waste or substance, toxic substance and underground storage laws and regulations, and the Business will obtain any permits, licenses, buildings, improvements, fixtures, equipment or its property required by reason of any applicable environmental, hazardous waste or substance, toxic substance or underground storage laws or regulations. (b) The Business shall comply in all material respects with all applicable federal, state, and local laws, rules, ordinances, regulations and orders applicable to the prevention of discrimination in employment, including the administrative rules of the Iowa Department of Management and the Iowa Civil Rights Commission which pertain to equal employment opportunity and affirmative action. (c) The Business shall comply in all material respects with all applicable federal, state and local laws, rules, ordinances, regulations and orders applicable to worker rights and worker safety. (d) The Business shall comply with IDED's administrative rules for each program funding source, as identified in the Funding Agreements. 8.10 Use of Award Proceeds. The Business will use the Award proceeds extended under this Master Contract and the Funding Agreements solely for the purposes set forth in Exhibit C. 8.11 Changes in Business Ownership, Structure and Control. The Business shall not materially change the ownership, structure, or control of the Business if it would adversely affect the Project. This includes, but is not limited to, entering into any merger or consolidation with any person, firm or corporation or permitting substantial distribution, liquidation or other disposal of Business assets directly associated with the Project. Business shall provide IDED with advance notice of any proposed changes in ownership, structure or control. The materiality of the change and whether or not the change affects the Project shall be as reasonably determined by IDED. 8.12 Notice of Meetin,gs_The Business shall notify IDED at least two (2) working days in advance of all meetings of the board of directors at which the subject matter of this Master Contract, the Funding Agreements, or the Project is proposed to be discussed. The Business shall provide IDED with copies if the agenda and minutes of such meetings and expressly agrees that a representative of IDED has a right to attend those portions of any and all such meetings where the Project, this Master Contract or the Funding Agreements are discussed. 8.13 Notice of Proceedings. The Business shall promptly notify IDED of the initiation of any claims, lawsuits, bankruptcy proceedings or other proceedings brought against the Business which would adversely impact the Project. 8.14 Accounting Records. The Business is required to maintain its books, records and all other evidence pertaining to this Master Contract and it Funding Agreements in accordance with generally Contract # P0711 M01538 - 14 - Master updated eio~ accepted accounting principles and such other procedures specified by IDED. These records shall be available to IDED, its internal or external auditors, the Auditor of the State of Iowa, the Attorney General of the State of Iowa and the Iowa Division of Criminal Investigations at all times during the Master Contract's and the Funding Agreements' duration and any extensions thereof, and for three (3) full years from the Agreement Expiration Date. 8.15 Restrictions. The Business shall not, without prior written disclosure to IDED and prior written consent of IDED, which shall not be unreasonably withheld, directly or indirectly: (a) Assign, waive or transfer any of Business's rights, powers, duties or obligations under this Master Contract or the Funding Agreements. (b) Sell, transfer, convey, assign, encumber or otherwise dispose of any of the Secured Property or the Project. (c) Place or permit any restrictions, covenants or any similar limitations on the Secured Property or the Project. (d) Remove from the Project site or the State all or substantially all of the Secured Property. (e) Create, incur or permit to exist any Lien of any kind on the Secured Property. 8.16 No Changes in Business Operations. The Business shall not materially change the Project or the nature of the Business and activities being conducted, or proposed to be conducted by Business, as described in the Business's approved application for funding, Exhibit A of this Master Contract, unless approved in writing by IDED prior to the change. 8.17 Indemnification. The Business shall indemnify, defend and hold harmless the IDED, the State of Iowa, its departments, divisions, agencies, sections, commissions, officers, employees and agents from and against all losses, liabilities, penalties, fines, damages and claims (including taxes), and all related costs and expenses (including reasonable attorneys' fees and disbursements and costs of investigation, litigation, settlement, judgments, interest and penalties), arising from or in connection with any of the following: a) Any claim, demand, action, citation or legal proceeding arising out of or resulting from the Project; b) Any claim, demand, action, citation or legal proceeding arising out of or resulting from a breach by the Business of any representation or warranty made by the Business in this Master Contract or the Funding Agreements; c) Any claim, demand, action, citation or legal proceeding arising out of or related to occurrences that the Business is required to insure against as provided for in this Master Contract or the Funding Agreements; and d) Any claim, demand, action, citation or legal proceeding which results from an act or omission of the Business or any of their agents in its or their capacity as an employer of a person. ARTICLE 9 EVENTS OF DEFAULT AND REMEDIES 9.1 Events of Default. Any one or more of the following shall constitute an "Event of Default" hereunder: (a) Nonpayment. In the event of a missed payment under a Loan or in the event a Forgivable Contract # P0711 M01538 - 15 - Master updated 8/07 Loan is not forgiven and all or a portion of the Forgivable Loan must be repaid by the Business, a default in the payment when due (whether by lapse of time, acceleration or otherwise) of any principal on the Promissory Note(s), or default in payment for more than ten (10) Business Days of the due date thereof of any interest on the Promissory Note(s) or any fee or other obligation payable by the Business shall be an Event of Default; or (b) Noncompliance with Covenants. Default in the observance or performance of any covenant set forth in Article 8, for more than five (5) Business Days; or (c) Noncompliance with Security Documents. Default in the observance or performance of any term of any Security Documents beyond any applicable grace period set forth therein; or (d) Noncompliance with Master Contract. Default in the observance or performance of any other provision of this Master Contract; or (e) Noncompliance with Funding Agreements; Cross-Default. Default in the observance or performance of any other provision of any of the Funding Agreements, including Events of Default identified in any of the Funding Agreements; IDED may elect to declare the Business in default of this Master Contract and any or all of the Funding Agreements if there is a default under any one of the Funding Agreements; or (f) Material Misrepresentation. Any representation or warranty made by the Business in this Master Contract or the Funding Agreements or in any statement or certificate furnished by it pursuant to this Master Contract or the Funding Agreements, or made in its Financial Assistance Application, or in connection with any of the above, proves untrue in any material respect as of the date of the issuance or making thereof; or (g) Lien Deficiencies. Any of the Security Documents shall for any reason fail to create a valid and perfected priority Lien in favor of the IDED in any Secured Property pledged by Business; or (h) Judgment Over $100.000. Any judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of $100,000 shall be entered or filed against the Business or against any of its property and remains unvacated, unbonded or unstayed for a period of 30 days; or (i) Adverse Change in Financial Condition. Any change shall occur in the financial condition of the Business which would have a material adverse effect on the ability of the Business to perform under this Master Contract or the Funding Agreements; or (j) Bankruptcy or Similar Proceedings Initiated. Either the Business shall (1) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (2) not pay, or admit in writing its inability to pay, its debts generally as they become due, (3) make an assignment for the benefit of creditors, (4) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (5) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or (6) fail to contest in good faith any appointments or proceeding described in Article 9.1(k) below; or (k) Appointment of Of rcials. A custodian, receiver, trustee, examiner, liquidator or similar Contract # P0711 M01538 - 16 - Master updated aio~ official shall be appointed for either the Business or any substantial part of any of its respective property, or a proceeding described in Article 9.1(j) shall be instituted against either the Business and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) days; or (1) Insecurity. IDED shall in good faith deem itself insecure and reasonably believes, after consideration of all the facts and circumstances then existing, that the prospect of payment and satisfaction of the obligations under this Master Contract and/or the Funding Agreements, or the performance of or observance of the covenants in this Master Contract and/or the Funding Agreements, is or will be materially impaired. (m) Failure to Submit Required Reports. The Business fails to submit complete reports by the required due dates as outlined in Article 8.7. (n) La~o~fs, Relocation, or Closure. The Business experiences a layoff within the state or closes any of its facilities within the state during the term of this Contract. 9.2 Default Remedies. When an Event of Default has occurred and is continuing, the IDED may, by written notice to the Business: (a) terminate this Master Contract, the Funding Agreements and all of the obligations of IDED under this Master Contract and the Funding Agreements on the date stated in such notice, and (b) declare the principal and any accrued interest on the outstanding Promissory Notes to be forthwith due and payable, including both principal and interest and all fees, charges and other amounts payable under this Master Contract and the Funding Agreements, shall be and become immediately due and payable without further demand, presentment, protest or notice of any kind. 9.3 Default Interest Rate. If an Event of Default occurs and remains uncured, a default rate of 6% shall apply to repayment of amounts due under this Master Contract and the Funding Agreements. The default interest rate shall accrue from the first date Award funds are disbursed. 9.4 Expenses. The Business agrees to pay to the IDED all expenses reasonably incurred or paid by IDED including reasonable attorneys' fees and court costs, in connection with any Default or Event of Default by the Business or in connection with the enforcement of any of the terms of this Master Contract and the Funding Agreements. 9.5 Notice of Default and Opportunity to Cure. If IDED has reasonable cause to believe that an Event of Default has occurred under this Master Contract and/or the Funding Agreements, IDED shall issue a written Notice of Default to the Business, setting forth the nature of the alleged default in reasonable specificity, and providing therein a reasonable period time, which shall not be fewer. than thirty (30) days from the date of the Notice of Default, in which the Business shall have an opportunity to cure, provided that cure is possible and feasible. ARTICLE 10 MISCELLANEOUS. 10.1 Timely Performance. The parties agree that the dates and time periods specified in this Master Contract and the Funding Agreements, including the timelines established for the Project and more fully described in Exhibit C, are of the essence to the satisfactory performance of this Master Contract and the Funding Agreements. Contract # P0711 M01538 - 17 - Master updated sio~ f ~ ~ 10.2 State of Iowa Reco nib. If the Project involves construction and there is signage recognizing the financial contributions made to the Project the Business agrees to include the Iowa Department of Economic Development on the list of entities providing assistance.. For example, a sign or plaque indicating that the Project was funded in part by an Award from the State of Iowa, Iowa Department of Economic Development. 10.3 Choice of Law and Forum. (a) In the event any proceeding of a quasi judicial or judicial nature is commenced in connection with this Master Contract or the Funding Agreements, the proceeding shall be brought in Des Moines, Iowa, in Polk County District Court for the State of Iowa, if such court has jurisdiction. If however, such court lacks jurisdiction and jurisdiction lies only in a United States District Court, the matter shall be commenced in the United States District Court for the Southern District of Iowa, Central Division. (b) This provision shall not be construed as waiving any immunity to suit or liability, in state or federal court, which may be available to the IDED, the State of Iowa or its members, officers, employees or agents. 10.4 Governing Law. This Master Contract and the Funding Agreements and the rights and duties of the parties hereto shall be governed by, and construed in accordance with the internal laws of the State of Iowa without regard to principles of conflicts of laws. 10.5 Master Contract/Funding Agreement Amendments. Neither this Master Contract nor any documents incorporated by reference in connection with this Master Contract, including the Funding Agreements, may be changed, waived, discharged or terminated orally, but only as provided below: (a) Writing required. The Master Contract and the Funding Agreements may only be amended if done so in writing and signed by the Business and IDED; and for those Funding Agreements in which the Community is a signatory, by the Community, the Business and IDED. Examples of situations requiring an amendment include, but are not limited to, time extensions, budget revisions, and significant alterations of existing activities or beneficiaries. No amendment will be valid until approved in writing by IDED. (b) IDED review. IDED will consider whether an amendment request is so substantial as to necessitate reevaluating the IDED's or IDED Board's original funding decision. An amendment may be denied by IDED if it substantially alters the circumstances under which the Project funding was originally approved. 10.6 Notices. Except as otherwise specified herein, all notices hereunder shall be in writing (including, without limitation by fax) and shall be given to the relevant party at its address, a-mail address, or fax number set forth below, or such other address, a-mail address, or fax number as such party may hereafter specify by notice to the other given by United States mail, by fax or by other telecommunication device capable of creating a written record of such notice and its receipt. Notices hereunder shall be addressed: To the Business: Medline Industries, Inc. Mr. Alex Liberman, General Counsel One Medline Place Mundelein, IL 60060 Contract # P0711 M01538 - 18 - Master updated a/o~ ~~ , E-mail: aliberman@medline.com Telephone: 847.949.3 015 Facsimile: 847.949.2633 To the IDED at: Iowa Department of Economic Development Legal and Compliance 200 East Grand Avenue Des Moines, Iowa 50309 Attention: Michael Johansen, Lead Senior Project Manager E-mail: michael.johansen@iowalifechanging.com Telephone: 515/ 242-4870 Facsimile: 515/ 242-4832 Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Article and a confirmation of such facsimile has been received by the sender, (ii) if given by a-mail, when such a-mail is transmitted to the e-mail address specified in this Article and a confirmation of such e-mail has been received by the sender, (iii) if given by mail, five (5) days after such communication is deposited in the mail, certified or registered with return receipt requested, addressed as aforesaid or (iv) if given by any other means, when delivered at the addresses specified in this Article. 10.7 Headings. Article headings used in this Master Contract and the Funding Agreements are for convenience of reference only and are not a part of this Master Contract or the Funding Agreements for any other purpose. 10.8 Final Authority. The IDED shall have the authority to reasonably assess whether the Business has complied with the terms of this Master Contract and the Funding Agreements. Any IDED determinations with respect to compliance with the provisions of this Master Contract and the Funding Agreements shall be deemed to be final determinations pursuant to Section 17A of the Code of Iowa (2005). 10.9 Waivers. No waiver by IDED of any default hereunder shall operate as a waiver of any other default or of the same default on any future occasion. No delay on the part of the IDED in exercising any right or remedy hereunder or under the Funding Agreements shall operate as a waiver thereof. No single or partial exercise of any right or remedy by IDED shall preclude future exercise thereof or the exercise of any other right or remedy. 10.10 Counterparts. This Master Contract may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 10.11 Survival of Representations. All representations and warranties made herein or in any other Master Contract/Funding Agreement document or in certificates given pursuant hereto or thereto shall survive the execution and delivery of this Master Contract and the Funding Agreements and the other Master Contract/Funding Agreement documents and shall continue in full force and effect with respect to the date as of which they were made until all of Business's obligations or liabilities under this Master Contract and the Funding Agreements have been satisfied. Contract # P0711 M01538 - 19 - Master updated 8/07 ~ 1 ~ n 10.12 Severability of Provisions. Any provision of this Master Contract or the Funding Agreements, which is unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Master Contract and or the Funding Agreements or any other Master Contract document may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions of law, and all the provisions of this Master Contract and the Funding Agreements and any other Master Contract document are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Master Contract or the Funding Agreements or any other Master Contract document invalid or unenforceable. 10.13 Successors and Assigns. This Master Contract and the Funding Agreements shall be binding upon the Business and its respective successors and assigns, and shall inure to the benefit of the IDED and the benefit of their respective successors and assigns. The Business may not assign its rights hereunder or under any of the Funding Agreements without the written consent of the IDED, which consent will not be unreasonably withheld. 10.14 Termination. This Master Contract and any of the Funding Agreements can be terminated upon mutual, written agreement of the Business and IDED and, for Funding Agreements to which the Community is a signatory, upon mutual written agreement of the Business, IDED and the Community. 10.15 Inte ration. This Master Contract and the Funding Agreements contains the entire understanding between the Business and IDED relating to the Project and any representations that may have been made before or after the signing of this Master Contract and the Funding Agreements, which are not contained herein, are nonbinding, void and of no effect. None of the Parties have relied on any such prior representation in entering into this Master Contract and its Funding Agreement. IN WITNESS WHEREOF in consideration of the mutual covenants set forth above and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties have entered into this Master Contract and have caused their duly authorized representatives to execute this Master Contract, effective as of the latest date stated below (the "Contract Effective Date"). FOR THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT: BY: Michael L. Tramontina, Director Date FOR THE/1~iJ~ SS: ~~ BY: Si n 1'~If~s ~~~-`r~11c 5 Ty . cl Name and Title Date Contract # P0711 M01538 -20- Masfer updated 8/07 ,. 4 LIST OF EXHIBITS Exhibit A - Business's Financial Assistance Application (on file with IDED), Application #08-CEBA-025 Exhibit B - Funding Agreements B 1-CEBA Funding Agreement Exhibit C - Description of the Project and Award Budget Exhibit D - Job Obligations Exhibit E - Development Agreement Between the City of Dubuque, Iowa and Medline Industries, Inc. dated November 19, 2007. Contract # P0711 M01538 - 21 - Master updated 8/0~ , EXHIBIT B - 1 CEBA FUNDING AGREEMENT BUSINESS: COMMUNITY: MASTER CONTRACT NUMBER: FUNDING AGREEMENT NUMBER: AWARD TYPE: AMOUNT: Medline Industries. Inc. City of Dubuque P0711 M01538 08-CEBAIVFGF-025 Loan/Forgivable Loan $480,000 THIS CEBA FUNDING AGREEMENT is made by and among the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, 200 East Grand Avenue, Des Moines, Iowa 50309 ("IDED"), the business identified above ("Business"), and the community identified above, ("Community"), effective as of the Contract Effective Date stated in the Master Contract identified above. WHEREAS, the Business has executed the Master Contract described above with the IDED pursuant to an Award on the Award Date stated in the Master Contract to the Business for the Project; and WHEREAS, the Master Contract specifies that for each program funding source the IDED and the Business shall enter into a Funding Agreement; and WHEREAS, the Iowa Code provisions applicable to the CEBA Program require the Community to submit an application on behalf of the Business in order to apply for and receive CEBA funds; and WHEREAS, this CEBA Funding Agreement contains additional terms and conditions for the award of CEBA funds and NOW, THEREFORE, the Business and Community accept the terms and conditions set forth in this Funding Agreement and the Master Contract for the funding of the Project. In consideration of the mutual promises contained in the Master Contract and this CEBA Funding Agreement and other good and valuable consideration, it is agreed as follows: 1.0 Master Contract. Unless otherwise specified in this CEBA Funding Agreement, the definitions, terms, conditions, and provisions contained in the Master Contract are applicable to this CEBA Funding Agreement. 2.0 Definitions. As used in this CEBA Funding Agreement, the following terms shall apply: 2.1 Agreement Expiration Date. Expiration of this CEBA Funding Agreement occurs upon the happening of one of the following events, whichever occurs first: (a) IDED's determination that the Business and Community have fully met the requirements of this CEBA Funding Agreement, including repayment of all amounts due hereunder, and IDED closes out this CEBA Funding Agreement. (b) An Event of Default occurs that is not remedied within the time period allowed under the Master Contract. (c) If no disbursement of CEBA funds has occurred within twenty-four (24) months Revised 8/07 of the Award Date (as defined in the Master Contract). (d) This CEBA Funding Agreement is terminated upon mutual, written agreement of the Business, the Community and IDED. 2.2 CEBA. "CEBA" means the Community Economic Betterment Program (established in Iowa Code sections 15.315-15.325). The source of funding for this CEBA Funding Agreement is an appropriation by the State legislature to IDED. 2.3 CEBA Award. "CEBA Award" means the financial assistance provided to the Business in the form of a Loan and/or Forgivable Loan, as more fully defined in Articles 3 and 4 of this CEBA Funding Agreement. 3.0 Terms of CEBA Award -Loan. CEBA funds have been awarded to the Community on behalf of the Business to assist the Business with the Project. The terms of the Loan are as follows: 3.1 $240,000 3.2 60 months 3.3 0% interest rate 3.4 Promissory notes. The obligation of the Business and Community to repay the Loan shall be evidenced by Promissory Notes executed by the Business and the Community. 3.5 No other conditions to disbursement 4.0 Terms of CEBA Award -Forgivable Loan. CEBA funds have been awarded to the Community on behalf of the Business to assist the Business with the Project. The terms of the Forgivable Loan are as follows: 4.1 $240,000 4.2 60 months in duration 4.3 Terms of Forgiveness. IDED will, in its sole discretion, determine if the Business has satisfied the terms of this CEBA Funding Agreement, including fulfillment of the Job Obligations by the Project Completion Date as shown in Master Contract Exhibit D. If IDED determines that the Business has satisfied said terms and has continued to satisfy said terms through the Job Maintenance Period, then barring any other default, repayment of principal and interest which would otherwise have accrued for the time period beginning with the Award Date and ending with the Project Completion Date shall be permanently waived. If IDED does not waive repayment, the Forgivable Loan shall be repaid as described in Article 11.2(b) of this CEBA Funding Agreement. 4.4 Promissory notes. The obligation of the Business and Community to repay the Forgivable Loan shall be evidenced by a Promissory Notes executed by the Business and Community. Master Contract #P0711 M01538 Funding Agreement # 08-CEBAIVFGF-025 - 2 - Revrsea sio~ 5.0 Maximum CEBA funds available for Project. It is expressly understood and agreed that the maximum amounts to be paid to the Business by IDED for this CEBA Funding Agreement shall not exceed the amount stated on page one of this CEBA Funding Agreement. 6.0 Business' Job Obligations. The Business' Job Obligations are as described in Master Contract Exhibit D. 7.0 Conditions to Disbursement. In addition to the conditions to disbursement described in the Master Contract, the Business shall meet the following conditions before IDED will release CEBA funds: 7.1 Consultation with Iowa Workforce Development. The Business shall have provided documentation to the IDED that it has consulted with the area Iowa Workforce Development (IWD) office to discuss employment services available. In addition, the Business must provide to IWD agencies a list of positions to be created including job descriptions and qualifications. 7.2 State Building Code Bureau Approval. Bidding for construction shall not be conducted prior to the written approval of the final plans by the State Building Code Bureau of the Iowa Department of Public Safety. 8.0 Affirmative Covenants of Community. The Community covenants with IDED that: 8.1 Project Work and Services. The Community shall perform work and services detailed in the Business's CEBA application by the Project Completion Date. 8.2 Filing. Unless otherwise agreed, IDED shall file the Security Documents required under this CEBA Funding Agreement. The Community shall, if requested by IDED, file in a proper and timely manner any and all Security Documents required in connection with the CEBA Award, naming the IDED as co-security holder and promptly providing the IDED with date-stamped copies of said Security Documents. The Community shall, at the IDED's request, obtain and provide to the IDED lien searches or attorney's title opinions. 8.3 Indemnification. The Community shall indemnify and hold harmless the IDED, its officers and employees to the extent allowed under the Iowa Constitution and Iowa Code on the same basis as the Business is obligated to indemnify the IDED under the Master Contract. 8.4 Reauests for CEBA Award Funds. The Community shall review the Business' requests for CEBA Award funds to ensure that the requests are in compliance with the IDED's requisition procedures and shall execute and forward the requests to the IDED for processing. 8.5 Unused CEBA Award Proceeds. The Community shall return all unused CEBA Award proceeds, including accrued interest, to the IDED within thirty (30) days after the Project Completion Date. 8.6 Notice of Meetings. The Community shall notify the IDED at least two (2) days in advance of all public or closed meetings at which the subject matter of this CEBA Award and/or the Project is proposed to be discussed. The Community shall provide the IDED with copies of the agenda and minutes of such meetings and expressly agrees that a representative of the IDED has the right to attend any such meetings for the purposes of the discussion of the Project and/or the CEBA Award. Master Contract #P0711 M01538 Funding Agreement # 08-CEBAIVFGF-025 - 3 - Revised sio~ 8.7 Local Commitment. The Community shall provide the local financial assistance for the Project as described in Master Contract Exhibit C, Project Description and Award Budget and in the form and annual amounts described in Exhibit E -Development Agreement Between the City of Dubuque, Iowa and Medline Industries, Inc. dated November 19, 2007. 8.8 Notice to IDED. In the event the Community becomes aware of any material alteration in the Project, initiation of any investigation or proceeding involving the Project or CEBA Award, change in the Business' ownership, structure or operation, or any other similar occurrence, the Community shall promptly notify the IDED. 8.9 Responsibility Upon Default. If the Business fails to perform under the terms of the Master Contract and/or this CEBA Funding Agreement and the IDED declares the Business in default, the IDED shall take the lead on recovery of CEBA Award proceeds, as well as penalties, interest, costs and foreclosure on collateral, provided the Community assigns its security interest and CEBA contract documents to IDED for collection purposes. 9.0 Negative Covenants of Community. The Community shall not, without written consent of IDED: (a) Acceptance of CEBA Award Repa my ents. Accept any CEBA Award repayments and/or settlements on Community funds considered local effort for this CEBA Funding Agreement. (b) Assignment. Assign its rights and responsibilities under this CEBA Funding Agreement. (c) Alter Financial Commitments. Alter, accelerate or otherwise change the terms of the Community's financial commitment to the Business for this CEBA Funding Agreement. (d) Administration. Discontinue administration or loan servicing activities under this CEBA Funding Agreement. 10.0 Community Liability. 10.1 Good Faith Enforcement. The Community's liability under this CEBA Funding Agreement due to the Business's failure to perform is limited to those amounts which the Community recovers from the Business in unused CEBA Award proceeds, enforcement of judgments against the Business and through its good faith enforcement of the Security Documents executed by the Business. Nothing in this paragraph shall limit the recovery of principal and interest by IDED in the event of Community's fraud, negligence, or gross mismanagement in the application for, or use of, sums provided under this CEBA Funding Agreement. 10.2 Failure to Provide Local Funding. In the event the Community fails to provide the required local assistance pledged, the Community is liable to IDED for the full amount of the local financial assistance pledged for the Project as described in Master Contract Exhibit C, Project Description and Award Budget and in the form and annual amounts described in Exhibit E -Development Agreement Between the City of Dubuque, Iowa and Medline Industries, Inc. dated November 19, 2007. Master Contract #P0711 M01538 Funding Agreement # 08-CEBAIVFGF-025 - 4 - Revised aio~ 11.0 Default; Remedies upon Default. 11.1 The terms of Article 9.0 (Events of Default and Remedies) of the Master Contract govern this CEBA Funding Agreement. The following are additional Events of Default for this CEBA Funding Agreement: a. The Community's failure to provide the annual local financial assistance pledged for the Project as described in Master Contract Exhibit C, Project Description and in the form and annual amounts described in Exhibit E -Development Agreement Between the City of Dubuque, Iowa and Medline Industries, Inc. dated November 19, 2007. b. no other specific default events 11.2 The following are Default Remedies available to IDED in addition to those specified in Article 9.2 of the Master Contract: (a) Repayment of Loan -Failure to Meet Job Obligations. If the Business meets less than 100% of its Job Obligations, the IDED may require full repayment of the Loan, as permitted under the Master Contract. IDED may also elect to allow repayment on a pro rata basis as described below: If the Business received a Loan at a rate below 6% (the annual interest rate for default set by the IDED Board), the unpaid principal amount of the Loan may be prorated between the percentage of FTE Jobs created/retained and the percentage of the shortfall. The shortfall principal portion may be amortized over the remaining term of the Loan, beginning at the Project Completion Date, at a default rate of 6% (the annual interest rate set by the IDED Board). Interest will be charged beginning from the date Loan proceeds were disbursed to the Community for the Business; interest accrued from this date will be due immediately. The pro rata portion of the Loan associated with the percentage of FTE Jobs created will be amortized at the original Loan rate and term. (b) Repayment of Forgivable Loan -Failure to Meet Job Obligations. If the Business has fulfilled 50% or more of its Job Obligations, a pro rata percentage will be forgiven for each new FTE job created/retained at the time the repayment amount is calculated (e.g. at the Project Completion Date or the date an Event of Default occurred) Any balance (shortfall) will be amortized over a two (2) year period (beginning at the at the time the repayment amount is calculated (e.g. at the Project Completion Date or the date an Event of Default occurred) at six (6%) percent interest per annum with equal monthly payments, and, interest will be charged at six (6%) percent per annum from the date of the first CEBA disbursement on the shortfall amount with that amount accrued as of the Project Completion Date being due and payable immediately. (c) Repayment -Time Allowed. If the IDED has allowed repayment of the Forgivable Loan on a pro rata basis as described in paragraph "b" above, that amount is immediately due and payable. If the Business has a current Loan balance, the amount owed on the Forgivable Loan may be combined with the amount owed on the Loan to reflect a single monthly payment. This combined loan shall be repaid over the time period remaining (d) Example. CEBA Funding Agreement Exhibit B is an example of how these repayment calculations will be applied. Master Contract #P0711 M01538 Funding Agreement # 08-CEBAIVFGF-025 - 5 - Revised eio~ (e) Community Default. If the Community fails to provide the pledged financial assistance for this Project, IDED will issue a written Notice of Default to the Community setting forth the nature of the alleged Event of Default in reasonable specificity, and providing therein a reasonable period time, which shall not be fewer than thirty (30) days from the date of the Notice of Default, in which the Community shall have an opportunity to cure, provided that cure is possible and feasible. If an Event of Default is not cured within the time allowed, IDED's remedies include but are not limited to legal action against the Community for payment of the amount of local financial assistance pledged but not provided by the Community plus 6% default interest calculated from the first date Award funds were disbursed by IDED. 12.0 Incorporated documents. The following documents are hereby incorporated by this reference: 1. The Master Contract and its Exhibits. 2. CEBA Promissory Notes: CEBA Funding Agreement Exhibit Al -Community, and CEBA Funding Agreement Exhibit A2 -Business. 3. CEBA Funding Agreement Exhibit B -Example: Business Job Shortfall Calculation. This section left blank intentionally -- Signature page follows Master Contract #P0711 M01538 Funding Agreement # 08-CEBAIVFGF-025 - 6 - Revrsed sio~ IN WITNESS WHEREOF, the parties have executed this CEBA Funding Agreement: FOR THE BUSINESS: BY: Signature / L ~-- Typed Na a and Title Date FOR THE IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT: BY: Michael L. Tramontina, Director Date FOR THE COMMUNITY: BY: Signature Typed Name and Title Date Master Contract #P0711 M01538 Funding Agreement # 08-CEBAIVFGF-025 - 7 - Revised sio~ CEBA Funding Agreement Exhibit A1-Community's Promissory Note {Forgivable Loan) PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned promises, in the event this Forgivable Loan is not forgiven, to pay to the order of the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines, Iowa 50309, the sum of Two Hundred Forty Thousand DOLLARS ($240,000) with interest at a rate of 0 % unless an Event of Default occurs, in which case interest shall be at the default rate set forth in Contract number P0711M01538 ("Contract"). The terms and conditions by which forgiveness of this Loan may occur are as specified in the Contract. Interest shall first be deducted from the payment and any balance shall be applied on principal. Upon default in payment of any interest, or any installment of principal, the whole amount then unpaid shall become immediately due and payable at the option of the holder. The undersigned, in case of suit on this note, agrees to pay on demand all costs of collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid by the holder in collecting and/or enforcing this Note on default. This note shall be secured by the Security specified in the Contract. Makers, endorsers and sureties waive demand of payment, notice of non-payment, protest and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note, and consent that the time or times of payment of all or any part hereof may be extended after maturity, from time to time, without notice. ADDRESS: City of Dubuque City Hall 50 West 13th Street Dubuque, IA 52001 Bv: Mayor Roy Buol ATTEST: (Signature) Date -. CEBA Funding Agreement Exhibit A1-Community's Promissory Note (Loan) PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned promises to pay to the order of the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines, Iowa 50309, the sum of Two Hundred Forty Thousand DOLLARS ($240,000) with interest thereon at ZERO PERCENT (0%) to be paid as follows: 60 monthly payments of $4,000 beginning on the first day of the fourth month from the date Award funds are disbursed. Final payment may vary depending upon dates payments are received. Interest shall first be deducted from the payment and any balance shall be applied on principal. Upon default in payment of any interest, or any installment of principal, the whole amount then unpaid shall become immediately due and payable at the option of the holder. The undersigned, in case of suit on this note, agrees to pay on demand all costs of collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid by the holder in collecting and/or enforcing this Note on default. This note shall be secured by the Security specified in the Contract. Makers, endorsers and sureties waive demand of payment, notice of non-payment, protest and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note, and consent that the time or times of payment of all or any part hereof may be extended after maturity, from time to time, without notice. ADDRESS: City of Dubuque City Hall 50 West 13th Street Dubuque, IA 52001 BY: Mayor Roy Buol ATTEST: (Signature) Date ~ ~ ~ r CEBA Funding Agreement Exhibit A2- Business's Promissory Note (Forgivable Loan) PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned promises, in the event this Forgivable Loan is not forgiven, to pay to the order of the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines, Iowa 50309, the sum of Two Hundred Forty Thousand DOLLARS ($240,000) with interest at a rate of 0 % unless an Event of Default occurs, in which case interest shall be at the default rate set forth in Contract number P0711M01538 ("Contract"). The terms and conditions by which forgiveness of this Loan may occur are as specified in the Contract. Interest shall first be deducted from the payment and any balance shall be applied on principal. Upon default in payment of any interest, or any installment of principal, the whole amount then unpaid shall become immediately due and payable at the option of the holder. The undersigned, in case of suit on this note, agrees to pay on demand all costs of collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid by the holder in collecting and/or enforcing this Note on default. This note shall be secured by the Security specified in the Contract. Makers, endorsers and sureties waive demand of payment, notice ofnon-payment, protest and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note, and consent that the time or times of payment of all or any part hereof may be extended after maturity, from time to time, without notice. Medline ,~Jhd~s~ries. Inc. By: Print or Type Name, Title Address: One Medline Place Mundelein, Illinois 60060 Date: .~` ~'~~ _;"C~ ~~ ~ A J1 CEBA Funding Agreement Exhibit A2- Business's Promissory Note Loan) PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned promises to pay to the order of the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at 200 East Grand, Des Moines, Iowa 50309, the sum of Two Hundred Forty Thousand DOLLARS ($240,000) with interest thereon at ZERO PERCENT (0%) to be paid as follows: 60 monthly payments of $4,000 beginning on the first day of the fourth month from the date Award funds are disbursed. Final payment may vary depending upon dates payments are received. Interest shall first be deducted from the payment and any balance shall be applied on principal. Upon default in payment of any interest, or any installment of principal, the whole amount then unpaid shall become immediately due and payable at the option of the holder. The undersigned, in case of suit on this note, agrees to pay on demand all costs of collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid by the holder in collecting and/or enforcing this Note on default. This note shall be secured by the Security specified in the Contract. Makers, endorsers and sureties waive demand of payment, notice of non-payment, protest and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note, and consent that the time or times of payment of all or any part hereof may be extended after maturity, from time to time, without notice. Medline By: Address: One Medline Place Mundelein, Illinois 60060 -, _ ,- Date: - ` ~~ ~ ~-~ ~ Print or Type Name, Title ~ r ~~ r EXAMPLE: Business Job Shortfall Calculation CEBA City of Dubuque/ Medline Industries, Inc. FUNDING AGREEMENT #: 08-CEBAIVFGF-025 $480,000 L/FL /November 15, 2007 ($240,000 0% Loan, $240,000 Forgivable Loan) A. FORGIVABLE LOAN -JOB SHORTFALL CALCULATION 50 jobs pledged, 42 jobs attained; 84% of pledged jobs attained, 16 % shortfall $75,000 (forgivable loan amount) x 16% _ $12,000 Forgivable Loan Job Shortfall Balance due = $12,000 B. FORGNABLE LOAN -INTEREST PENALTY CALCULATION CEBA funds disbursed on 11-1-00. Project Completion Date was 6-30-03. CEBA Funding Agreement Exhibit B Interest penalty =job shortfall balance x 6% x number of years from disbursement of funds to Project Completion Date ($12,000 x 6% x 2.67 years) _ $1,922.40 Forgivable Loan Net Interest Penalty due = $1,922.40 C. LOAN BALANCE -INTEREST PENALTY CALCULATIONS Loan balance as of 7-21-OS = $15,797.58 84% of remaining loan balance stays at 0% interest = ($15,797.58 x .84) _ $13,269.97 16% of remaining loan balance changes to 6% interest = ($15,797.58 x .16) = 2 527.61 Interest penalty = 16% of remaining loan balance x 6% x 2.67 years ( 2 527.61 x 6% x 2.67 years) = 404.92 Loan Net Interest Penalty due = $404.92 D. REPAYMENT TERMS & SCHEDULE 1. Total Net Interest Penalty due is $2,327.32 ($1,922.40 + $404.92). 2. Total Forgivable Loan amount due is $12,000. 3. Remaining Loan Balance as of 7-21-OS will be $15,797.58 and will be re-amortized to convert 16% of that balance to 6% interest over remaining term of loan. Master FA Exhibit B updated 12-30-OS DESCRIPTION OF THE PROJECT AND AWARD BUDGET (EXHIBIT C) Name of Business: Medline Industries, Ina Contract Number: P0711M01538 PROJECT DESCRIPTION '",Medline Industries, Inc. will construct a new 62,000 s.f. office building. The project involves land 'acquisition, building construction, computer hardware and software, furniture and fixture purchases, 'and job training. AWARD BUDGET SOURCE OF FUNDS USE OF FUNDS Amount IDED Programs *Land Acquisition CEBA $240,000 Forgivable Loan *Site Preparation CEBA $240,000 Loan [*Building Acquisition *Building Construction Local Government $104,301 TIF Grant *Building Remodeling Community College $200,000. Grant *Mfg Machinery and Equipment 'Business $7,170;990 Cash/Equity '.Other Machinery and Equipment Racking, Shelving, etc. *Computer Hardware Computer Software Furniture and Fixtures Working Capital Research and Development '.Job Training Other Expenses SUBTOTAL $7;955,291 SUBTOTAL 'included as capital investment if awarded tax credit program SUB TOTAL 50 TOTAL ALL FUNDS $7,955,291 Cost $730,101 $0 $0 $6, 500,000 $0 $0 $0 $0 $52,590 $25,600 $350, 000 $0 $0 $297, 000 $0 $7,955,291 SUB TOTAL SO $7,955,291 Updated 8/07 EXHIBIT D -JOB OBLIGATIONS Medline Industries, Inc. This Project has been awarded benefits from the Community Economic Betterment Account (CEBA) program. The chart below outlines the contractual job obligations related to this Project. Data in the "Employment Base" column has been verified by the Department and reflects the employment characteristics of the facility receiving funding before this award was made. Jobs to be retained as a part of this Project must be included in these calculations. Data in the "Jobs To Be Created" column outlines the new full-time jobs (including their wage characteristics) that must be added to the employment base and, if applicable, statewide employment base as a result of this award. At the Project Completion Date and through the Project Maintenance Date, the Business must achieve (at a minimum) the numbers found in the "Total Job Obligations" column. CEBA JOB OBIIGATI~NS 'roject Completion Date: 11-30-2010 'roject Maintenance:Dater 11-30-2012 Employment Base Jobs. To Be Created Total Job Obligations Total employment at project location 232 75 307 Average Wage of total employment at project location $14.06 Qualifying wage (per hr) $20.42 Benefit value (per hr) $5.96 Number of jobs at or above qualifying wage n/a n/a n/a Average Wage of jobs at or above qualifying wage n/a Number of jobs at or above qualifying wage wlbenefits 97 63 160 Average wage of jobs at or above qualifying wage wlbenefits $23.77 Notes re: Oualifyin~ WaEes 1. If the Benefit Value was added to the base wage to meet program wage threshold eligibility requirements, then any reduction in the Benefit Value during the life of the Contract must be compensated for with salary to ensure that the Qualifying Wage rates are met. 2. Bonus or commission payments are not included when calculating the Qualifying Wage rate. AUTHORIZATION FOR RELEASE OF CONFIDENTIAL STATE TAX INFORMATION AND CONFIDENTIAL UNEMPLOYMENT INSURANCE INFORMATION The undersigned (noted below as "Taxpayer") is an applicant for or a recipient of an award by the Iowa Department of Economic Development and has entered into contract number P0711M01538. The undersigned hereby authorizes the Department of Revenue to provide to (Awarding Agency) state tax information in the file pertinent to this contract or tax credit certificate(s). This Authorization for Release of Confidential State Tax Information shall be valid for all tax periods either 1) for a 3-year period following completion of the contract or 2) fora 3-year period following completion of tax credit claims using the above tax credit certificate number(s), whichever is longer. In the case ofpass-through business entities (such as partnerships, limited liability companies, cooperatives, S corporations, etc.), data for members of the business entity will be aggregated and released at the business level to the Awarding Agency with this signed release from the business entity. The signature of a business representative on this Authorization form authorizes the Iowa Department of Revenue to release tax information at the business entity level. State tax information authorized for release includes tax information pertinent to the taxpayer for individual income tax, corporate income tax, franchise tax, insurance premiums tax, sales and use tax, withholding tax, moneys and credits tax, and the replacement tax on utilities that is requested by the Awarding Agency in the administration of tax credit programs and other state financial assistance programs. The undersigned hereby authorizes the Iowa Department of Workforce Development to provide to the Iowa Department of Revenue and to the Awarding Agency the Employment Contribution and Payroll Tax Report (form 65-5300) and Multiple Worksite Report (BLS 3020) and information from these forms for the Employer Identification Number (EIN) number pertinent to the above specified contract or tax credit certificate(s). Iowa Workforce Development may provide the information without providing the report. The confidential unemployment insurance information will be released, pursuant to this authorization only to the Iowa Department of Economic Development and/or The Department of Revenue for the purpose of evaluation and administration of tax credit programs and other state financial assistance programs. This Authorization for Release of Confidential Unemployment Insurance information shall be valid for all periods either 1) for a 3-year period following completion of the contract or 2) fora 3-year period following completion of tax credit claims using the above tax credit certificate number(s), whichever is longer. Name of Taxpayer: l~ C~ ~ 1 N C ~ iY C~(.t ~ ~~~ 1 t: 5 ~- ilk C Street Address: ~N C- /~ [ y ~ I N L= ~ ~r{ L L City, State, Zip >~i~ I~l Cl E= ~G' ~ N ~L • ~ C~C~~C Telephone Number: ~~ Y 7- ~~ l - 3C~'~--~ Email Address: -- r~ ~~~^ ~ rY1 ~;' CFA /YI '~=~~ ~/i 2 C . <~ c , ~'! Social Security Number (for individuals): Employer Identification Number (for businesses): . ~~, - ~ ~ ~/'(,~`(v ~ ~~ Unemployment Insurance Number (for businesses): ~~: ~ ~ / ~% ~ Cv ~ Type of Entity: ^ Individual/Sol~Proprietorship ^ Partnership ~ S Corp ^ C Corp ^ LLC ^ Cooperative ^ Signature of Taxpayer: Title (Required for partn ~ ~° Date signed: ~ ~~ ~ ~/~C~3 ~~ ' Partnerships -Only partners can authorize release of information. Corporations -Only corporate officers can authorize release of information. Revised 9/06 ~~~ Date: 0/30/200 490 FP-000239702 MEDLINE INDUSTRIES, INC. MEDLINE INDUSTRIES INC CARRIE 1 MEDLINE PLACE MUNDELEIN, IL 60060 OERT I F I LATE OF AUTHOR I ~P:T I ON Name: MEDLINE INDUSTRIES, INC. Authorized date: 04/13/2000 Duraticn: PERPETUAL \ State of Incorporation: Illinois I, CHESTER J. CULVER, Secretary of State of the State of Iowa, custodian of the records of incorporations, certify that the corporation named on this certificate is authorized to transact business in this state, that the corporation is qualified to do business in Iowa on the date printed above, that all fees required by the Iowa Business Corporation Act have been paid by the corporation, and that the most recent biennial corporate report required has been filed by the Secretary of State. ~~ rr~w.. '~ Recyekd~rr CHESTER J. CULVER SECRETARY OF STATE.. SCHEDULE A TO Articles of Incorporation for MEDLINE OF ILLINOIS, INC. .r_ .' ~~ To buy, sell, manufacture and deal in hospital and medical supplies of every kind and description. To carry on business in the various states, ter- ritories, districts and insular possessions of the United States and in foreign countries as factors, agents and commission merchants; to solicit, receive, pack, crate, ship, bill and collect for all articles of merchandise offered by foreign manufacturers for sale and disposal in domestic markets; and to investigate, buy, secure, pack, crate, ship, bill and collect for all machinery, goods, ~~- wares, merchandise and commodities of foreign manufacturers -~-' directly or indirectly desired by corporations, individuals ;~, or firms located in the United States. -- To construct, build, purchase, lease or otherwise ~.. to acquire, take, own, hold, equip, improve, develop, main- G:-' tain, manage, control, operate, mortgage, ere ate liens, upon, ~~~ deal in, and otherwise dispose of any and all kinds of build- ings, structures, warehouses and things or property, real or personal, of every kind or description. To manufacture, purchase or otherwise acquire, take, own, hold, mortgage, pledge, create liens upon, convey, sell, lease, exchange, assign and transfer, and to invent, trade and deal in goods, wares and merchandise, and real and personal property of every kind, nature and description. To borrow or raise money for any of the purposes of the corporation, and to issue notes, bonds, debentures, obligations and evidences of indebtedness of all kinds, whether or not secured, of this corporation from time to time, without limitation as to amount for any of the objects or pur- poses of the corporation, and to secure the same by mortgage, pledge, deed of trust or otherwise. To engage in any other type of business or activity as may be necessary or convenient to carry out the foregoing purposes pursuant to "The Business Corporation Act" of the State of Illinois. s 1, . - ; FORM B C A-47 ' BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF. ' (THESE ARTICLES MUST BE FILED IN DUPLICATE) (Do note write in this space) STATE OF ILLINOIS, Date Paid / ~ - ; p - i~ Initial License Fee $ , _, ss. Franchise Tax $ / %~ ,~ r COOK COUNTY Filing Fee $ ~? >?~., TO ALAN J. DIXON, Secretary of State Clerk ~--- $ The undersigned, Address Name Number Street City State James S. Mills 1825 Shermer Road,, Northbr~o~,.,~ll_inois h00F2 ~n Mills 1825 Shermer Road. Northbrook, Illinois 60062 Allan E. Levin 1825 Shermer Road, Northbrook , Illinois 60062 being one or more natural persons of the age of twenty-one years or more or a corporation, and having subscribed to shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under "The Business Corporation Act" of the State of Illinois, do hereby adopt the following Articles of Incorporation: ,• , ARTICLE ONE ~~ The name of the corporation hereby incorporated is: MEDLINE OF ILLINOIS , INC. ~~ ~r,.~. ~_, ~~ C-: ARTICLE ToVO The address of its initial registered office in the State of Illinois is: 18 2 5 Sh e rme r Ro a d Street, in the City of Northbrook ( 6 0 0 6 2 )County of-S''.nok and (Zip Code) the name of its initial Registered Agent at said address is: Allan E . Levin ARTICLE THREE i The duration of the corporation is: ~e r~,Pj:;i~ a ~ ARTICLE FOUR The purpose or purposes for which the corporation is organized are: See Attached Schedule A ~~ K> ~~~ ti c- ~, ~~ ARTICLE FIVE PARAGRAPH 1: The aggregate number of shares which the corporation is authorized to issue is 1, 0 0 0 , 0 0 0, divided into one classes The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows: Series Number of Par value per share or statement that shares Class (If any) Shares are without par value Common ---- 1,000,000 $1.00 per/share PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: No shareholder of the Corporation, as such, shall have any preemptive or preferential right to subscribe for shares, obligations, warrants, or other securities of the Corporation of any class, whether now or hereafter authorized. Should the Board of Directors as to any portion of the shares, obli- gations, warrants, or other securities of the Corporation, whether now or hereafter authorized, offer the same to the shareholders or any class thereof, such waiver shall not in any way constitute a waiver or release of the right of the Board of Directors subsequently to dispose of other portions of such shares, so offering the in the Corporat ferential right which in asserted by sliareho3.ders obligations, warrants, or other securities without same to the shareholders. The acceptance of shares ion shall be a waiver of any such preemptive or pre- the absence of this provision might otherwise be of the Corporation oz any • of •t:Zem,, ARTICLE six The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are: Class of shares Number of shares Comr~.cn 10 0 ARTICLE SEVEN Total consideration to be received therefor: $ 1, 000 The corporation will not commence business until at least one thousand dollars has been received as con- sideration for the issuance of shares. ARTICLE EIGHT The number of directors to be elected at the first meeting of the shareholders is' six (6 ) ARTICLE NINE PARAGRAPH 1: It is estimated that the~value of all property to be owned by the corporation for the follow- ing year wherever located will be $ PARAGRAPH 2: It is estimated that the value of the property to be Iocated within the State of Illinois d~*ira.; the following year will be $ PARAGRAPH 3: It is estimated that the gross amount of business which will be transacted by the corporatio^ during the following year will. be $ ~'ARAGP~APH 4: It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $ NOTE: If ail the property of the corporation is to be located in this State and all of its business is to b~ transacted at or from places of business in this State, or if the incorporators elect to pay the initial franchise tax on the basis of its entire stated capital and paid-in surplus, then the information called for in Article Nins need not be stated. ~. ARTICLE V If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law are necessary or desirable to vest in the Surviving Corporation the title to any property or rights of Industries, the proper officers and directors of Industries shall execute and make all such proper assignments and assur- ances in law and do all things r_ecessary or proper Lo thus vest suc:~ property o r rights in the Surviving Corporation, and otherwise to carry out the purposes of the Agreement and Plan of Merger. ARTICLE VI This Agreement and Plan of Merger shall be mai led to the shareholders. of Industries other th an Medline and, in accordance with the reauirements of the laws of the Stat e of Illi~-~ois, shall take effect upon the execution and filing or" Articles of Merger with the Secretary of State of Illinois. Anything herein or elsewhere to the contrary notwith- standing, this Agreement and Plan of Merger may be abandoned by Medline by appropriate resolution of its. board of directors at any time prior to the effective date of merger. IN WITNESS WHEREOF, Medline has caused this Agreement and Plan of Merger to be signed in its corporate name by its President and its corporate seal to be hereunto affixed and attested by its Secretary as of the day and year first above written. MEDLINE OF ILLINOIS, INC. By /John Mills/ President [SEAL,] ATTEST: /Allan E . Levin/ Secretary - 4 - 6820/~i152 3~ i~G1 i'~age i, or r~ Caok CoUF+ty Ftacrr»sr ~•~' mile lYumber 513 3- 0 5 5- 2 ~tat~ of ~llinoi~ ~f~~e of the ~ecretar~, of state Il~q'~N~III~II 'Lt~l~'il~.~~a~, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF MEDLINE INDUSTRIES, INC. T`TCC=.FORAYED UNDER THE THESSECRETP YTOFESTATELASNPROV DED BYETHE T_~.;D IN T_3E OFFICE OF BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 198 . fore t Jesse White, Secretary of State of the Sta~ssue 1`Iow There ~ do hereby Illinois, by virtue of the powers vested in me b hea A lication of the this certificate and attach hereto a copy of PP aforesaid corporation. ~n `~Ce~timonv whereof, I hereto set my affixed the Great Seal of t the .City of Springfield, day of JAY the Independence of the hundred and 24TH hand and cause to be the State of Illinois, this 28TH A,i,. 1999 and of finited States the two ~~~~-e- W-x~=~ Secretary of State az~2s Form BC~"'1" `v^~o (Rev. Jan. 1999) '" Jesse White Secretary of State Department of Business Services Springfield, 1L 62756 Telephone (217) 782-1832 Remit payment in check or money order, payable to "Secretary of State." The filing fee for restated articles of amendment - $100.00 Gns_state.il.us ARTICLES OF AMENDMENT F~E~~ J ll L ~ 8 199 ~iE~SE WHITE SECRETAR~I OF STATE File # ~ ~ 3.3 -- ~-~j"~~ This space for use by Se ~ to ~ ~ tats Date Franchise Tax $ Filing Fee"` $25.00 !'malty $ Approved 1. CORPORATE NAME: Medline Industries, Inc. (Note 1 ) 2. MANNER OF ADOPTION OF AMENDPAENT: l he followin amendment of the Articles of Incorporation was adopted on a ®~ ~ ' T 9 (Month & Day) 19 9 9 in the manner indicated below. ("X" one box only) (Year) By a majority of the incorporators, provided no directors were named in the articles of incorporation and ne irec ors have been elected; (Note 2) By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment; (Note 2) By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment; (Note 3) By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment; (Note 4) By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10; (Notes 4 & 5) By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (Note 5) 3. TEXT OF AMENDMENT: a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments. Article l: The name of the corporation is: (NEW NAME) All changes other than name, include on page 2 (over) l~ ~~ EXHIBIT A ! j ~~ ~~-7~ ~ ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF MEDLINE INDUSTRIES INC (the "Corporation") Number 3. b. WHEREAS, the Board of Directors of the Corporation recommends and the shareholders agree, that Articles of Incorporation filed with the Illinois Secretary of State on December 19,1977 be amended to authorize an additional 49,000,000 shares of no par value common stock (the "Amendment'. RE5OLVED, that the Amendment be, and it hereby is, authorized and approved; FURTHER RESOLVED, that following the Amendment, the authorized shares of the Corporation's common stock shall be as follows: Class Par Value Number Common No Par Value 50,000,000 FURTHER RESOLVED, that Andrew J. Mills, as President of the Corporation, and .lames D. Abrams, as Secretary of the Corporation, be, and each of them hereby is, authorized, empowered and directed to execute and deliver, in the name and on behalf of the Corporation, any and all such documents and instruments, and to do all such acts and things as shall be necessary or appropriate to give effect to the foregoing resolutions. Doc:6 52 84/ 1 /5 1? 1.001 A/ 4 The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (lf not applicable, insert "No change') No Change 5 (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicab/e, insert "No change ") No Change (b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (/f not app/icab/e, insert "No change') Before Amendment After Amendment Paid-in Capital $ 13, 550, 304 $ 13, 550, 304 (Complete either Item 6 or 7 below. All signatures must be in BLACK INK_) The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. Dated July e~ S 1999 Medline Industries, Inc. ( DayJ (.Year) (Exact ~ me/of Cq~p`r ~ ~ ate of execution) attested by b ~ / j (Siq at r S orAssistant Secretary) y (Signa ure~'of P~'esident o~ice President) James Abrams Secreta Andrew J. Mills Pr66esident (Type or Print Name and Title) (Type or Print Name and Title) 7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title. OR If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title. The undersigned affirms, under the penalties of perjury, that the facts stated herein are true. Dated ~ Year) (Month & Day) Return to: Premier Corporate Services Page 3 208 S. LaSalle Street Suite 1855 Chicago, IL 60604 File Number 5133-055-2 Mate of ~llinoi~ ~~« o~ `~Che ~e~retar~, of Mate ~NCORPOR?ATION OAFRTICLES OF AMENDMENT TO THE ARTICLES OF MEDLINE INDUSTRIES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSYNESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984. blow 'Therefore, 1, ~~sse ~Ihite, Secretary of State of the SL.~x~e :~~` Illinois, by virtue of the powers vested in me by Iaw, do hereby Fss~e this certificate and attach hereto a copy of the Application of the aforesaid corporation. ~n `~~stimon~ ~11h~reof, I hereto set my affixed the Cireat Seal of t the 'City of Springfield, day Of JULY the Independence of the hundred and 24TH hand and the State this 2sTx A.D. 1999 and Qf united States the twa cause to be of I11Bnois. Secretary of State C-212,3 Form ~~A~ ` ~^~~+' (Rev. Jan. 1999) Jesse White Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217} 782-1832 Remit payment in check or money order, payable to "Secretary of State." The filing fee for restated articles of amendment - $100.00 httn://www.sos.state.il. us 1. CORPORATE NAME: AR~iCL~S ©F AM~t~©M~NT F9~~D ~l lJ L 2 8 1999 JE55E WH1T~ SECRETARY OF STATE a1;na Industries, Inc File#~~/?- J7,Q~s-_,~ This space for use by Se~ ta~o~ tat_e~ Date -~ ' C9~ Franchise Tax $ Filing Fee* $25.00 Penalty $ Approved ~,,,~ / ~NOte i ~ 2. MANNER OF ADOPTION OF AMENDMENT: The following amendment of the Articles of Incorporation was adopted on ~ ''r (Month & Day) 1999 in the manner indicated below. ("X" one box only) (Year) By a majority of the incorporators, provided no directors were named in the articles of incorporation and no irec ors hpve been elected; _ (Note 2} By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment; (Note 2) By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment; (Noa .:;,r By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having Geer csuh' adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number cf votes required by statute and by the articles of incorporation were voted in favor of the amendment; (Note ~-) By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors h?vir•.:_ ~::e^ duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having no! less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10; (I~lotes 4 ~. 5) ® By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (Note 5) 3, TEXT OF AMENDMENT: a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments. Article I: The name of the corporation is: r~ i n (NEW NAME) All changes other than name, include on page 2 (over) SE~RET,~.i~.Y ~~ ~~`~, E Text of Amendment b. (lf amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. if there is not sufficient space to do so, add one or more sheets of this size.) See Exhibit A Attached Hereto And Made A Part Hereo`. Page 2 i ext of Amendment b. (lf amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. if there is not sufficient space to do so, add one or more sheets of this size.) See Exhibit A Attached Hereto And Made A Part Hereof. Page 2 EXHIBIT A ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF ~nFni wE INDUSTRIES INC (the "Corporation") Number 3. b. WHEREAS, the Board of Directors of the Corporation recommends and the shareholders agree, that Articles of Incorporation filed with the Illinois secretary of State on December 19, 1977 be amended to authorize an additional 49,000,000 shares of no par value common stock (the "Amendment"). RESOLVED, that the Amendment be, and it hereby is, authorized and approved; FURTHER RESOLVED, that following the Amendment, the authorized shares of the Corporation's cet'i~xton stock shall be as follows: Class Par Value Num r Common No Far Value 50,000,000 FURTHER RESOLVED, that Andrew J. Mills; as President of the Corporation, and James D. Abrams, as Secretary of the Corporation, be, and each of them hereby is, authorized, empowered and directed to execute and deliver, in the name and on behalf of the Corporation, any and all such documents and instruments, and to do all such acts and things as shall be necessary or appropriate to give effect to the foregoing resolutions. Doc:65284/1/5 ] 21.001 A/ 4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class; provided for or effected by this amendment, is as follows: (/f not applicab/e, insert "No change') No Change 5 (a) The manner, if not set #orth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the tots{ of these accounts) is as follows: (If not applicable, insert "No change') No Change (b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not app/icab/e, insert "No change") Before Amendment After Amendment Paid-in Capital ~ 13, 550, 304 ~ 13 , 550, 304 (Complete eiti~er item 6 or 7 below. All signatures must be in BLACK INK.) The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. Dated July •~ ,~' 1999 Medline Industri es, Inc. _! ( ~ DayJ ~ (Year) (Exact lyi me of C por t date o.- :;.: ~~~ JTr.'r;! attested by by f ~ (Sig at r S or Assistant Secretary) (Signs ur of P sident or ice President) James Abrams Secretary Andrew J. Mills, President (Type or Print Name and Tif/e) (Type or Printl~ame and Titaj 7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and ~;~:~ or print name and title. OR If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title. The undersigned affirms, under the penalties of perjury, that the facts stated herein are true. Dated (Month & Day) (Year) Page 3 .. , NOTES and INSTRUCTIONS NOTE 1: State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFQRE any amendments herein reported. NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected. (§10.10) NOTE 3: Directors may adopt amendments without shareholder approval in only seven instances, as follows: (a) to remove the names and addresses of directors named in the articles of incorporation; (b) to remove the name and address of the initial registered agent and registered office, provided a statement pursuant to § 5.10 is also filed; (c) to increase, decrease, create or eliminate the par value of the shares of any class, so long as no class or series of shares is adversely affected. (d) to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby; (e) to change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word or abbreviation in the name, or by adding a geographical attribution to the name; (f) to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with § 9.05, (g) to restate the articles of incorporation as currently amended. (§10.15) NOTE 4: All amendments not adopted under § 10.10 or § 10.15 require (1) that the board of directors adopt a resolution setiing forth the proposed amendment and (2) that the shareholders approve the amendment. Shareholder approval may be (1) by vote at a shareholders' meeting (either annual or special) or {2) by consent, in writing, without a meeting. To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least Z3 of *.he outstanding shares entitled to vote on the amendment (but if c/ass voting applies, then a/so at /east a 2/3 vote within each class is required). The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or lar~~~~ ~. ~:= requirement not less than a majority of the outstanding shares entitled to vote and not less than a majoriry wi':~ in each class when class voting applies. (§ 10.20) NOTE 5: When shareholder approval is by consent, all shareholders must be given notice of the proposed amend„. ^l at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not Si~f'~t~. t~<~ consent must be promptly notified of the passage of the amendment. (§§ 7.10 & 1 ^u.20 C-173.11 Page 4 ~ .~. ~•.1 Certificate ~ ~'~~' ~`~~ ;-~,-., ~', .. J/ ,~: P~Fc'~~, ~~z~~.~ MEDLIII'E OF ILLINOSS INC ~~~i~ii~va~~r~.ai~~~~iG~,~~~~i,~~~~~,a~i~~~ion.~~/ 19th ,~z~,~ December ~ /~, ,fe' 77, ~, i~~~jfirE SUS/NE~~ L'O/s'POf~AT/ON AGrl " .1,~~~i,~st0~;~i.~/~~~xi~~~e~~j~3 ~.~/.r~ciu ~Off'I~~.?P~07'P/, J;' ALAN J. DIXON, ,riiu.~~lzo~,a~aiv~x~,G~T'~ c r~~%~.c'oa~~cq~,o~~~~t,~~.,~Oe~~~~,~~fro~.a~orv (SEAL) ~,~~~~ December .4D.~9 TT ,~a~nc~ ,~~.,~~ ~iun~z~',~na~! SECRETARY OF STATE 2nd ~u~l6u W~anm~r~kaua~.~rePfm~: FORM B C A-47 BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF. (THESE ARTICLES MUST BE FILED IN DUPLICATE) STATE OF ILLINOIS, ss. COOK COUNTY TO ALAN J. DIXONr Secretary of State The undersigned, (Do note write in this space] Date Paid l ~ - / j - ? 7 Initial License Fee $ Franchise Tax $ / ~ , 4 ~ ' Filing Fee $ ~ >=`~ Clerk ~. $ ~,-,,~ ,~ ;-.-, Address Name Number Street City State James S. rills I?25 S'~erm~r Rosh, Northbrook, Illinais 6~Jf?62_ John Milla 1825 Shs~^Pr P.r~wd, i`lorthbrook, Illinois 50f)62 Allan E. I~•rin 1825 Snermer itoad, :dortl~~rook, Illinois 6n06~ being one or more natural persons of the age of twenty-one years or more or a corporation, and having subscriber to shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under "T::~ Business Corporation Act" of the State of IIIinois, do hereby adopt the following Articles of Incorporation: ARTICLE ONE The name of the corporation fiereby incorporated is: R•`D;uZh~i~. OP ILLINOIS , ZIrdC. ARTICLE TWO The address of its initial registered office in the State of Illinois is: 182a S11e " ~' Road Street, in the `vity of Pdorthb roo ; (S 0 0 S 2 )County of Cook and (Zip Code) the name of its initial Registered Agent at said address is: Auk ~' I+est'in ARTICLE THP.EE PAID The duration of the corporation is• perpetual O~c2o~ Secretary of S ARTICLE FOUR The purpose or purposes for which the corporation is organized are: See Attached Schedule A ARTICLE FIVE ..~~, PARAGRAPH 1: The aggregate number of shares which the corporation is authorized to issue is 1, 0 0 0 , 0 0 0 divided into one classee. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par valu~, are as follows: Series Number of Par value per share or statement that shares Class (If any) Shares are without par value Cor~non ---- 1, 400 , 000 ~ 1. !1 ^ _~^~ /shore PAP~AGP,,APH 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: t.o shareholcer or the Cornara*,.ion, as such, shall have an~* preemptive or prefererti4'_ ri~`:t to subscribe for shares, obligations, ~~arrazts, or o~..he= securities of the Corporation or" a,~s alas, whether now or herez~fter authorized. Should the Board of Directors as to any portion of the shares, oaZi~- c; ations , wart. ants , or other securities of the Corporation, whether nor or 't:ereaf*_er authorised, offer the sane to the shareholders or any class thereof , such waiver shall not in sny way constitute a waiver or release of the right of the Board of Directors subsequently to dispose of other portions of such shares, obligations, warrants, or other securities without so offering the s~ to the shareholders. The acceptance of shares in the Corporation shall be a waiver of any such: preemptive or pre- ferential right which in the absence of this provision might athcz-~,rise be asserted by shareholders of the Corporation ~r any of them. SCHEDULE A TO Articles of Incorporation for MEDLINE OF ILLINOIS, INC. To buy, sell, manufacture and deal in hospital and medical supplies of every kind and description. To carry on business in the various states, ter- ritories, districts and insular possessions of the United States and in foreign countries as factors, agents an d commission merchants; to solicit, receive, pack, crate, ship, bill and collect for all articles of merchandise offered by foreign manufacturers for sale and disposal in domestic markets; and to investigate, buy, secure, pack, crate, ship, bill and collect for all machinery, goods, wares, merchandise and commodities of foreign manufacturers directly or indirectly desired by corporations, indivi duals or firms located in the United States. To construct, build, purchase, lease or otherwise to acquire, take, own, hold, equip, improve, develop, main- tain, manage, control, operate, mortgage, create liens, upon, deal in, and otherwise dispose of any and all kinds of build- ings, structures, warehouses and things or property, real or personal, of every kind or description. To manufacture, purchase or otherwise acquire, take, own, hold, mortgage, pledge, create liens upon, convey, sell, lease, exchange, assign and transfer, and to invent, trade =.a.~ deal in goods, wares and merchandise, and real and personal property of every kind, nature and description. To borrow or raise money for any of the purposes of the corporation, and to issue notes, bonds, debentures, obligations and evidences of indebtedness of all. kinds , whether or not secured, of this corporation from time to time, without limitation as to amount for any of the objects or pur- poses of the corporation, and to secure the same by mortgage, pledge, deed of trust or otherwise. To engage in any other type of business or a ctivity as may be necessary or convenient to carry out the foregoing purposes pursuant to "The Business Corporation Act" of the State of Illinois. Incorporators NOTE: There may be one or more incorporators. Each incorporator shall be either a corporation, domesiic or foreign, or a natural person of the age of twenty-one years or more. If a corporation acts as incorporator, the name of the corporation and state of incorporation shall be shown and the execution must be by its President or Vice-President and verified by him, and the corporate seal shall be affixed and attested by its Secretary or an Assist4.nt Secretary. OATH AND ACKNOWLEDGI~•IENT STATE OF ILLINOIS ss. _,r„~„ County I, ~; a~, a r~ aon , A Notary Public, do hereby certify that on the day of T'~~*~Y'T~ 9-1~ .. ... -r .. .. • ~ ,.. ~ - personally appeared before me and being first duly sworn by me acknowledged the signing of the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true. IN WIT'i~TESS WHEREOF, I have hereunto set my hand and seal the day and year above written. Place (NOTARIAL SEAL) ~- Here / Notary Public 1 1 1 1 ~ ~ t U C7 ~~ v _ d6a c.7uw-.O y,T Avy _ _ , yJC~ .. ~~ .. i.~ ~ _ W ~ M ~ SA ~ ;•~ . ^ _ R. y~ ~± n ~` y C d _ ~ ~~ -' •~ y 7 > - iW~ ~ i.. ~ ~ ^1 ~ i.. ~_ cD ...r 3 ~ -~ c_C ~ yi ~ r~~ ` , .~ y ~ _ ° cA ` ~ ` y Q ~ G ~ b4 n Oi . _:7 70 k '~ N `; ~ ~ ~ 50 . ~ , . vL.~~.~v,,,,~._~Wj p~~~ ..,O N~.~£X Wt V .~ ~~~~ ~~„=,~in,?~ ~3 ~c ~-'ono ~ EaXi y T ?~ .. .^ '' - y LLl Q ~ ~. Q Q W V v~ N ~II ~S i~ GEr~i~icat~ ~~~~~ ~,r, ~ / " ,~~ ~~ .~f ~ ,: ~: ~~ / ~ \ ~ ,~; u~ aalltarokpmll~~fre~1~IlQiume.~rerf'wg: ~~~.~ ~ ~~~~tc~b,o~ MERGER ,,~%;~ j~~~ne~,a~~v~~.o~ MEDLIYE INDUSTRIES, INC., rner4ed into MEDLIN OF ILL12~015, IP~lC. ,.~e~,lr~~rri~~~,~ir~,~~ ~(~~j~,~,c~~,uJce~~'arr',~~ 31 s t ~~~~ MARCH .~~~.9 78 ,,ad~~/Carfr~~,~~THE BUSINESS CORPORATION A~~~ " \ ,,.rin. ~G~~' ~'" i1~.~~i19~,a~,~z~~e'rr,~~'er,~ ,Nau~ ~ierefore.~ ~ a~~~~z~,o~,~ ~~~g~~~~~r~;+s M41Ep R G E R ~,p~,~~,Q;~~`p,~~~,r~~pi~i~,~,~%~,pi ~~~~~`r.~,G~D~,~i M E R G E.R ,lei.~,a.a~~~au~.co~htiy:czfca~'u art ~~f€ut~at~ ~~e~a~, ~~~,~~;~~~,~',~~,~ ~il~'tPi~i~~~GZ~~ci~~i~'!%!Z~~GG9(.GG,UI,Cli- ~ f s r ,~Q~~~ March ~4D. ~l9 ~ »r'~A ~ SEC ETARY OF STATE °~~~ /- C .r- FORM $GA-66A ~~ / ~~ ,_,, ~~ S ~„ ~. (Do not write in this space} ARTICLES OF MERGER ~' f~' /~ ~~ OF SUBSIDIARY ~ Date Paid ~ ~. CORPORATIONS Filing Fee $ ~ ~"--._ / .~.~~_ (Strike out inapplicable words) Clerk To Michael J. Howlett, Secretary of State, ~ ~ ~ ~ ~ ~ `' The undersigned corporation, pursuant to Section 66A of "The Business Corporation Act" of the State of Iliinoi:,, hereby executes the following articles of merger: ARTIGLE ONE The names of the corporations proposing to merge and the names of the States under the laws of which such corporations axe organized, are as follows: Name of Corporation MEDLINE OF ILLINOIS, INC. MEDLINE INDUSTRIES, INC. State of Incorporation ILLINOIS ILLINOIS ~AI~i ~- ARTIGLE TWO the-~w~s ~of--- tlre-~tate=-Zmder-whicir'succlr fvreigu-~,~gr~~`~~d','~t'IYIi'C ~'~'c'1i'trT~'~er. ARTICLE THREE The name of the surviving corporation shall RIAN ~. E7IY.®~ Secretary of Stag MEDLINE OF ILLINOIS, INC. and it shall be governed by the laws of the State ILLINOIS ARTIGLE FOUR The plan of merger is as follows: See attached Schedule A. SCHEDULE A AGREEMENT AND PLAN OF MERGER BETWEEN MEDLINE OF ILLINOIS, INC. AND MEDLINE INDUSTRIES, INC. THIS AGREEMENT AND PLAN OF MERGER made and entered into on January 10, 1978, by and between Medline of Illinois, Inc., an Illinois corporation (herein called "Medline" or "Surviving Corporation"), and DZedline Industries, Inc., an Illinois corporation (herein called "Industries"); said cor- porations hereinafter referred to jointly as the "Constituent Corporations". WHEREAS, Medline has authorized capital consisting of 1,000,000 common shares of the par value of $1.00 per share of which 425,G25 shares are issued and outstanding and entitled to vote ; and WHEREAS, Industries has authorized capital consisting of 2,000,000 common shares of the par value of $1.00 per share of which 425,856 shares are issued and outstanding and entitled ~ to vote and 182,944 shares are held in the treasury; and WHEREAS , Medline which owns more than 9 9 ~ of the is =~~:.:~~ and outstanding shares of Industries, is the parent corp oration: and Industries is the merging subsidiary corporation; an d WHEREAS, the board of directors of Medline has dete_~-- mined that it is advisable that Industries be merged into Me dl=:: on the terms and conditions hereinafter set forth, in accordance with the laws of the State of Illinois. 1 NOW, THEREFORE, in consideration of the premises. and of the agreements, covenants and provisions hereinafter contain:=~, Medline, by its board of directors, directs that the fo11 owing occur with respect to Industries: ARTICLE I Medline and Industries shall be merged into a s Ingle corporation, in accordance with the laws of the State of Illinois, by Industries merging into Medline, which shall be the surviving corporation. ARTICLE II Upon the merger becoming effective, as provided in the laws of the State of Illinois (the time when the merger shall so become effective being herein referred to as the "effective date of merger"): 1. The two Constitutent Corporations shall be a single corporation, which shall be Medline as the Surviving Corporation, and the separate existence of Industries shall cease, except to the extent provided by the laws of the State of Illinois in the case of a corporation after its merger into another corporation; 2. The corporate name of the Surviving Corporation shall be Medline of Illinois, Inc. 3. Medline shall. thereupon and thereafter pos- sess all the rights, privileges, immunities and fran- chises, as well of a public as of a private nature, of each of the Constituent Corporations; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other chosen in action, and all and every a they interest of, or belonging to, or due to each of the Constituent Corporations shall be taken and deemed to be transferred to and vested in the Surviving Corpo ration without further act or deed; and the title to all real estate, or any interest therein, vested in either of t~:e Constituent Corporations shall vest in the Surviving Corporation and shall not revert or be in any way im- paired by .reason of the merger; 4. Medline shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prose cute^ to judgment as if the merger had not taken place, o r the Surviving Corporation may be substituted in its place, and the rights of creditors and all liens upon the property of either of the Constituent Corporations shall be preserved and unimpaired by the merger, and all debts, liabilities and duties of Industries shall thencefo rth attach to +..he Surviving Corporation and may be enforced against it to the same extent as if said debts, liabili- ties and duties had been contracted or incurred by it; - 2 - 5. The Articles of Incorporation and By-Laws of Medline as existing and constituted immediately prior to the effective date of the merger shall be and constitute the Articles of Incorporation and By-Laws of the Surviving Corporation; and 6. The board of directors and the members thereof, and the officers, of Medline immediately prior to the ef~ective date of merger shall be and constitute the board of directors, and the members thereof, and the officers of the Surviving Corporation. ARTICLE III The manner an d basis' of converting the shares of Medline into shares of the Surviving Corporation and the manner and basis of converting the shares of Industries into cash is as follows: 1. Each common share of Medline issued on the effective date of the merger shall continue to be a common share. of the Surviving Corporation and the certificates for such shares shall continue to be valid certificates therefor; 2. Each common share of Industries, not owned by Medline, issued a_nd outstanding on the effective date of the merger shall, by reason of the merger with- out any action on the part of the holder thereof, be converted into $13.00 cash. After the effective date of the merger, each owner of an.outstanding certificate or certificates therefore representing shares of Industries shall be entitled upon surrendering such certificate or certificates, to receive in exchange therefor $13.00 per share of common stock so surren- dered. Each common share of Industries issued and outstanding on the effective date of the merger owne d by Medline s:~all be cancelled. Until so surrendered, each outstanding certificate wn.ich, Arior to the effective date of the merger represented shares of Industries not owned by the Surviving Corporation shall be deemed, for all corporate purposes, to represent $13.00 per share as herein provided. ARTICLE IV Medline, as the Surviving Corporation, shall pay all expenses of carryin g this Agreement and plan of Merger into effect an d accomplishing the merger herein provided for. - 3 - ARTICLE FIVE ' The number of outstanding shares of each class of each merging subsidiary corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation, are: Name of Corporation MEDLINE INDUSTRIES, INC. Total Number of Shares Outstanding of Each Class 425,856 Number of Shares of Each Class owned Immediately Prior to Merger by the Parent Corporation 425,025 l'. ARTICLE SIX The date of mailing a copy of the plan of merger to the shareholders of each merging subsidiary corporation was January 17, 1978 Was written consent for the merger or written waiver of the 30 day period by the holders of all the outstanding cares of all subsidiary corporations received? NO (If answer is in the negative, the duplicate originals of the Articles of Merger may not be delivered to the 5ecretan~ of State until after 30 days following the mailing of a copy of the plan of merger to the shareholders of each merging subsidiary corporation). ARTICLE SEVEN (Delete this article ff mariring or new corporation is to be governed by the taws of the Stab of {I6nais.) .b. ..-.. ....... , ..Yviz 1. The sur corporation may be served with process in the State of Illinois in any proceeding for the enforce- ment of any obligation o orporation organized under the laws of the State of Illinois which is a party to the erger and in any proceeding fort rcement of the rights of a dissenting shareholder of any such corporation ;ganized under the laws of the State of Illinois t the surviving or new corporation; 2. The Secretary of State of the State of Illinois shall be an is irrevocably appointed as the agent of the sur~~iving .corporation to accept service of process in any.such proceedings; a ~_ 3. The cllrvivlnv rnrn~rat.inn acrid ,,,.,,,,,.,~i., ...... ~... ~L., a:____~:_. _ . ~. _ ._,.., , the laws of the State of Illinois which is a party to the merger the amount, if any, to which they shall be en under IN WITNESS WHEREOF, the undersigned corporation has caused these articles of merger to be executed in its name by its president attested by its secretary, this 2 8th day of March _lg 7 8 MEDLINE F ILLINOIS, INC. ~., By ~~~GU (President) ar-(5=re~~rd~TtT PLACE (Corporate Seal) Here !attest :~ f l Its (Secretlary) or-{~ss~isi~.ant STATE OF ILLINOIS COOK ~ ~~ COUNTY OF. I~ Michael P. Powers a Notary Public, do hereby certify that on the 2 8th day of March A.D. 19 ~ 8 ,personally appeared before me John Mills .who declares he is president of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing articles of merger in the capacity therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. Notary I'ui:,iic. PLACE (Natarial Seal) HERE ,~ tI /1~ ~~ i ~{ .o v ~ ~~ C U .'~. .~. o .1~` ~v~ 1~ Y, O N G L'r O L:V J C U 2 H U 2 H U1 ' H z H ~ ~ Q H Q 2 H O z z f..{ H Q Q -7 a ~r b ti :~ .--i C'J r ix t .~ .~ O y O CQ O C ~ 69 3 d ~ ~ r ..+ "JO Lv G:. _, :J r Yv .~:~ .+-> W O J a> a o ~~ L ,~ L7 a ~.r O .-. f~~f-: 0 ti N Certificate ~~~ /,~ ''. ^ ,;,i EDLINE OF ILLINOIS, lNC. .~1./,r/IIP////~,P/l?/,,6~.1~i.~~~~ (;~~~iO~i~~f/c~.~,c~~'~/" "-~~'~~0i/J7?/rt%dr/ 31 s t ~~~~~~ March ~~ ~Jl 7 ~ ~,,~,~,~~,~~,~„~" JyE BUS/NESS CORPOf~AT/ON ACT ir~.~~GO~~.~;,in~~~~~.~~~'/Ic~ ~-~//'~~~ `~ ~rfi~re~`arP, ~ ALAN f. D/XON, ,i',~~~lep~i~~i~7~~i~,~i~~•;~'Z~,.~//~~'~ie%12~1 ~/~~//,?/Y'G'~v~/~1.f1'~/.Ol//f~/,!f%Z~E~°G~~U~/I7ZB'i~~/ii~~U,~,0~~~~,~,r~~~il~dd~.l~/~,Di~~~L~~~,~`,v/,/~ .i% i,~IZIS~i/~a7~2C~/i~Z//lo.~0'~'/~~~/~i ~i~~//c,~4~y.t!/.('(''% ' ,D/~ . ' ~`~''' ~`~/~~,CGr,~Y~ i~'!,~,./J'l~/?,e~~!Olv.~/~i~~i,G~p%e~i2,i/,eJ~/~,~~~107Ti (J/iry'~i~~~/J• ~c j 31 s t °i ~'!,~' ,Q~~~ rsa r ch !~D/I.9 7 8 ,~a~rt~ (S SAL) ,~~,~~~~~ ,~~,~~~~~~ ~ift,P ~lCy ~i~zG~~2~ 2 n d rv...~~ SECRETARY OF STATE ~~~~~.: '-t ~ FORM BCM55 ~ / ~-? -~ r ~ ~' n (Do not write in this sp~ce,~- - Date Paid ~' "~ ~ • /%~ License Fee $ (File in Duplicate) ARTICl~S C~~r AMENDM~t~T TO THE Ai~TlCL~S DE !NC©F~POI~A~'!ON ' OF MEDLINE OF ILLINOIS, INC. (Exact Corporate Name) ALAN J. DIXON To Secretary of State Springfield, Illinois The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of "The Business ~o ~~ ~ ,, Corporation Act" of the State of Illinois, hereby executes the following Articles _ _ of Amendment: ~`'~ ra ''~:~~•1, , ARTICLE FIP,,ST: The name of the corporation is: ,~„ Medline of Illinois, Inc. APR 7 197$ ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by "The Business Corporation Act" of the State of Illinois: HE IT RESOLVED, Article one of the Articles of Incorporation as presently filed is amended so as to change the name of the Corporation from Medline of Illinois, Inc.~to "Medline Industries, Inc. " and said Article shall hereafter be amended to read: Article I Franchise Tax $ ~ ~~ Filing Fee $ .~ ~=. Clerk The name of the Corporation hereby incorporated is: Medline Industries, Inc. (Disregard separation into classes if class voting does not apply to the amendment voted on. ) (Disregard separation into classes if class voting does not apply to the amendment voted on. } ARTICLE THIRD: The number of shares of the corporation outstand- ing at the time of the adoption of said amendment or amendments way 4 2 5 , 0 2 5 ;and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows: Class N/A Number of Shares ARTICLE FOURTH: The number of shares voted for said amendment or amendments was 4 2 5, 0 2 5 ;and the number of shares voted against said amendment or amendments was None The number of shares of each class entitled to vote as a class voted for and against said amendment ar amendments, respectively, was: Class Number of Shares tiated For r.~;aiast N/A (Disregard these items unless the amendment restates the articles of incorporation.) Item 1. On the date of the adoption of this amendment, restating the aricies of incorporation, the corporation had shares issued, itemized as faliows: Class Series Number of Par value per share or statem.en.t (If Any) Shares that shares are without par ~~ale~e N/A Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $ and apaid-in surplus of $ or a total of $ N/A .Disregard this Article where ARTICLE' FIFTIi: The manner in which the exchange, reclassincation. or this amendment contains no such provisions.) cancellation of issued shares, or a reduction of the number of authorized shazps of any class below the number of issued shazes of that class, provided for in, or effected by, this amendment, is as follows: N/A (Disregard this Paragraph ARTICLE SIXTH: Paragraph Z: The manner in which said amendment where amendment does not affect stated capital or paid-in or amendments effect a change in the amount of stated capital or the amount of surplus. ) paid-in surplus, ~or both, is as follows: N/A (Disregard this Paragraph Paragraph 2: The amounts of stated capital and of paid-in surplus as where amendment does not affect stated capital or paid-in changed by this amendment are as follows: N/A surplus. ) Before Amendment After Amendment Stated capital.......i i Paid-in surplus......$ ~ IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its president, and its corporate seal to be hereto affixed, attested by its secretary, this 2 8th day of March , lg 7 8 MEDLINE OF ILLINOIS, INC. (Ezact Corporate Name) Place (CORPORATE SEAL) By re Iu Praiaent i _ ATTEST: ~~ ,' ~. lta Secreury STATE OF ILLINOIS COOK ~ ~' COliNTY OF I~ Michael P. Powers , a Notary Public, do hereby certify that on the 2 8 t.h day of March 191$-, JOHN MILLS persanaiJy appeared before me and, being first duly sworn by me, acknowledged that be signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true. IN WITNESS WHEP,.EOF, I have hereunto set my hand and seal the day and year before written. Notary Public Place (NOTARIAL SEAL) Here ;~~ ~ \ ~ I Z ~ H ~ wr D (~ H ~T rn ~ '~ ° ~ '- 1t1 ~ ~ 2 ~ ~ U ~ C r, I r..~ h ~ ~ ~ Q H ~ ^~~, ~ i "" ._ 1-={ c I u. Q H ~ « m r/~ ,~ ~ ~ oa ~ ~ no II Q 0 ~.e C m M a BcA ~.~Qis.zo c>z~.. Luc /goof Submit /n Dvpl/crtt Re'm/t payment In Qtee,~ or Motuy Order, payable to "Set:ntary of State': ''DO °NOT SEND G4SX! JIM EDGAR Secretary of State State of lliinois STATEMENT OF CHANGE OF REGISTERED AGENT ARO/OR REGISTERED OFFICE File a• ~, .~ ~_-~ 3 _ ~.,~~- Th~e s~eo For lJ~a 6r Srovury of tvn aato Filing FN 55.0? Clercbc Pursuant to the provisions of "The Business Corporation Act of 1983", the undersigned corporation hereby wbmits the foliowir~g statement. 1. The name of the corporation ~ Medline Industries, Inc. 2. The State or Country of incorporation is I~.linois 3. The name and address of its registered ago; « ark w r yi:±e.~a.+ cff:ce_s they appear on the raoords of ice of the Secretary of State (Before Qtange) are: :~ ~ ~ ~ Richard M. Norwood Registered Agent Prs xaiws xlddr xaiws Lam 1yo,.~ ~u~ o ~ ,,°~~ . Registered Office _ 30 North LaSalle Stc t. Sui A ~aa~ Xwwlwr sewn i~pr xc. /.( l.Gi, 9os.bwe to wot ~^s' .ocepaeit) 5ecre~ary aT Sus:, Chicago 60602 ...cook Corporation Department ~ _~~. cam,, 4. The name and address of its registered. agent and its regirtered office shalt ba ('ter AII C3smrges Herefn Reported?: Registered Agent Richard M. Norwood PFat Xows l/NBir Xowe Last Xower Registered Qffice 333 West Wacker Drive, Suite 2800 X~rniaf feral Sirbet xa (.I t.0. Ros above it +wt aoeepts~lr) Chicago 60606 Cook Sfp Cogs Cw,sty 5. The address of the registered office and the address of the business office of the> registered aver., as changed, will be identical. 6. The above charxfa wax authorized by: ("X"one box only) a, O sy re~lution duty adopted by the board of dirertanr. (bore Si b. ® By action of tha registered agent. (Note 61 (If • authorized by the board of dlxctors, sfg-r: hers See Note .4) The undersigned corporation has caused this statement to be signed by its duly acrthoriaed af7ECer:~, each of whom affirm, under penalties of perjury, that the farts stated herein are true. Dated ,19 (Eaa Naiwa o! Caepa~vR/ attested by (S~rrorun of Sterermr or ,t ffittan t Seerrrar)') (~'Aa ar Prtrtt Xoms and Ttt1e) by ' (Sirr+rrurs ojPrsardart or rix prrrJdart) (Type o-lrint Nona anS Title/ (d~change of registered office by registered agent. sign here, See Note 6) The undersigned, under penalties of perjury, affirms that the is st2~~h~rein are true. Dated Sr~ Z3 , 19 _$? -~"~'~ (S(tnanrn ajRgLrted ,[tart ojReeordj NOTES .. _ •r. 1. The registered office may, but need not be the same as the prir-cipai office of the corporation. How- . ever, the registered office and the office address of the registered agent must be the same. 2. The registered office must include a street a road address, a post office box number aior:e is nest axeptabie. .. __ _ 3. A corporation cannot act as its own registered agent 4. If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a cxrtified copy. Qf the srtic!e= c` Ir~~oration and a cer- tified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State. 5. Any change of registered agent must be by resolution $dopted by the board of directors. This state- ment must then be signed by the President (or vtcc-president) and by the Secretary (or an asststent secretary). ~ ._ __ 6. The registered agent may report a change of the r~te~ o,~3ce of the corporation for which he or she is registered agent When the agent reports sucfi a change, this statement must be signed by the registered agent. W ' ` ~ ~ i N o ~~ O rte., ~ I~ ~ ~ ~ i~ .~ hf , W O ~ ~ ti? CoP 0 O ~~~~ ~~ ~ ~ ~ ~ O ~ M ~ ~ O W IA ~ ~ N C i w d I!~i tW.7~ fl! ~ 0 ~=^ ~ h.. Z W g C'' C t'•' ~ '~ p , ~- y~ 4 C ~ ~,,., . O .. ~ ~ Y. ' ' ;i O D tL a~ C G ~~ x ~ m (~ ' } W c cg ~ ~~~ 0 m f/! f O r U STATE OF ILLINOIS Office of the Secretary of State I hereby certify that this Is a true and correct copy, consisting of '~~ A j ~ v -?ages, as taken from the crininal on fi eMin pis office. ~~~ ~ ~~ Sc~,"Z~TAf?Y OF STAT= ~` i~ ~J ~~~ ~~~i~ET~1RY C3~ STA'~'~ ~~AY 2 ~ 1~~5 ~~~'~ ~~~~ ~5 - ~'