DEVELOPMENT AUTHORITY OF COBB COUNTY

Minutes of Meeting

January 19, 2016

Pursuant of notice, The Development Authority of Cobb County met at the Cobb Chamber of Commerce, 240 Interstate North Prkwy, Atlanta, GA 30339, on January 20, 2015 at 11:00 am.

MEMBERS PRESENTSEYFARTH SHAW

Clark HungerfordDan McRae

Bob MorganMike Diamond

Donna Rowe

Richard MooreGUESTS

Karen HallacyRandy Hyde, Cobb Chamber

Al Searcy Michael Hughes, Cobb County

Ricky Leroux, MDJ Mike Kazamias, Kutak Rock DEVELOPMENT AUTHORITY STAFF Bess Brown, Nelson Mullins Nelson Geter Jerry Couvaras, Atlanta Bread/Bake One Amanda Blanton Glen Price, Bake One Bruce McCall, Miller Martin Drew Levine, Colliers

Chairman Hungerford called the meeting to order.

AGENDA: Chairman Hungerford made a motion to add HD Supply to the formal agenda. Ms. Rowe seconded the motion and the motion was unanimously approved. (6 yes – 0 no)

MINUTES: Members reviewed the minutes of December 15, 2015 meeting. Ms. Rowe suggested that an amendment be made to the minutes to include the period where the Board entered into executive session and offered a copy of the minutes. Mr. Morgan made a motion to approve the minutes and amendment as presented. Mr. Moore seconded the motion and the motion was unanimously approved. (6 yes - 0 no)

FINANCIAL REPORT: The financial report was presented to the members. Mr. Morgan made a motion to approve the report. The motion was seconded by Ms. Rowe and the motion was unanimously approved. (6 yes - 0 no)

2016 Election of Officers: Opening the floor for discussion, Ms. Rowe nominated Clark Hungerford as Chairman. Ms. Hallacy seconded the nomination. Mr. Searcy made a motion for all current officer positions to remain unchanged for the upcoming year. Both Ms. Rowe and Ms. Hallacy withdrew their nomination. Ms. Rowe seconded the motion for all current officer positions to remain unchanged and the motion was unanimously approved. (6 yes – 0 no)

Appointment of Legal Counsel & TEFRA Hearing Officers 2016: After some discussion, Mr. Morgan made a motion to retain the present counsel of Seyfarth Shaw. Additionally, the Board would retain Kevin Brown of Seyfarth Shaw as a TEFRA Hearing Officer for 2016. Ms. Rowe seconded the motion and motion was unanimously approved. (6 yes – 0 no)

DACC Minutes Page 2 of 2 January 19, 2016

TPA Group: Mike Kazamias, Kutak Rock, spoke on behalf of the project. In December, the company closed on a bond issue, and TPA assigned interest to a new entity called USOPD Overton Office LLC. The transaction was permissible without the consent of the Authority. However, the company is asking the Authority to approve the transfer and join in on a non-recourse basis with a record title holder. After much discussion, Ms. Rowe made a motion to approve the amendment. Mr. Morgan seconded the motion and the motion was unanimously approved. (6 yes – 0 no)

Bake One: At this time, Chairman Hungerford recused himself as Bake One is a customer of his bank. Vice Chair, Mr. Bob Morgan, directed this portion of the meeting. Ms. Bess Brown, Nelson Mullins, and Mr. Jerry Couvaras and Mr. Glen Price, Bake One, spoke on behalf of the project. Ms. Brown stated that the company approached GE and Vinings Bank at the end of last quarter for financial covenant relief on their loan packages. The Authority is currently participating in the bond financing with GE and, as part of the amendment to the GE loan documents, Bake One is asking the Authority for consent to those amendments that would provide covenant relief. After some discussion, Ms. Rowe made a motion to approve the covenant relief. Mr. Searcy seconded the motion and the motion was unanimously approved. (5 yes – 0 no)

HD Supply: Mr. Geter explained that the company is relocating from California in 2 phases. The first phase will include the renovation of their 50K SF building in Smyrna with the retention of 160 employees and the addition of 320 new employees. Phase 2 will include the construction of a $75M structure at a Cobb location and will create approximately 200 jobs, bringing their total to 680. Later in the process, the company will come before the Board for an inducement resolution in the amount not to exceed $100M. The company is asking the Board to approve the MOU as a demonstration of their support of the project. Mr. Searcy made a motion to approve the MOU in the amount not to exceed $100M. Ms. Hallacy seconded the motion and the motion was unanimously approved. (6 yes – 0 no)

Legal Counsel Updates:Mr. McRae mentioned that the General Assembly is back in session and all looks good so far. It appears as though no controversial issues have surfaced.

Executive Director Updates: Mr. Geter presented a report outlining accountability for all projects since 2012. Prior to that, there were no clawback provisions in place. At this time, all projects are in full compliance.

He also mentioned that the Cobb Chamber Annual Dinner will be held on Saturday, January 23rd and to notify staff if you would like to attend.

There being no further business, the meeting was adjourned.