HomeMy WebLinkAbout1981-06-02-1045AM-Specialt ~
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COMMISSIONERS' COURT
SPECIAL MEETING
JUNE 2, 1981
A special meeting of the Commissioners' Court of Brazos
County, Texas, was held in the Commissioners' Courtroom in
the Courthouse in Bryan, Brazos County, Texas, beginning at
10:45 A.M. on Tuesday, June 2, 1981, with the following
members of the Court present:
R. .T. Holmgreen, County Judge, presiding:
Bill J. Cooley, Commissioner of Precinct 1;
Billy E. Beard, Commissioner of Precinct 3;
W. A. Stasny, Commissioner of Precinct 4;
Frank Boriskie, County Clerk.
The following citizens and officials were in attendance:
Bill Thornton Lawrence, Thornton, Payne & Watson
Debbie Watson Fulbright & Jaworski
Richard`Huff Fulbright & Jaworski
The Court first consieared a Resolution approving an
agreement by the Brazos County Industrial Development Cor-
poration to issue Brazos County Industrial Development
Revenue Bonds (Norton Company Project) Series 1981 and the
indenture providing for the issuance of such bonds. The
Resolution was introduced and read in full. On motion by
Commissioner Cooley, seconded by Commissioner Beard, the
Court unanimously adopted the Resolution. A full copy of
such Resolution and Certificate are attached to and made a
part of these minutes.
There being no further business to come before the Court,
the meeting was adjourned.
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CERTIFICATE FOR RESOLUTION APPROVING AN AGREEMENT
BY THE BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION
TO ISSUE BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION`
INDUSTRIAL DEVELOPMENT REVENUE BOND (NORTON COMPANY
PROJECT) SERIES 1981 AND THE INDENTURE PROVIDING FOR
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THE ISSUANCE OF SUCH BOND
We, the undersigned Commissioners Court (the
"Court") of Brazos County, Texas (the "Unit"), hereby cer-
tify as follows:
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1. The Court convened in special session on
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June 2, 1981, (the "Meeting"), at the designated meeting
place, and the roll was called of the duly constituted
officers and members of the Court, to-wit:
R. J. Holmgreen, County Judge
Bill J. Cooley, Commissioner, Precinct 1
• Walter W1icox, Commissioner, Precinct 2
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Billy E. Beard, Commissioner, Precinct 3
W. A. Stasny, Commissionex, Precinct 4
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and all of such persons were present, except the J'nllowing
absentees: o
' thus constituting a quorum. Whereupon among other usiness
the following was transacted at the Meeting: a written:
G
RESOLUTION l,pPROVING AN AGREEMENT BY THE BRAZOS COUNTY
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INDUSTRIAL DEVELOPMENT CORPORATION TO ISSUE BRAZOS
COUNTY INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL
DEVELOPMENT REVE11UE BOND (NORTON COMPANY PROJECT)
SERIES 1981 AND THE INDENTURE PROVIDING FOR
THE ISSUANCE OF SUCH BOND
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(the "Resolution") was duly introduced for the consideration
of tY,a toLrt and read in full. It was then duly moved and
seconded tl.at the Resolution be adopted; and, after due
discussion, ::aid motion, carrying with it the adoption of
the Resolution, prevailed and carried by the following
votes :
AYES:
NOES: 0
2. A true, full, and correct copy of the Resolu-
tion adopted at the Meeting is• attached to and follows this
Certificate; the Resolution has been duly recorded in the
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Court's minutes of the Meeting; the above and foregoing
paragraph is a true, full, and correct excerpt from the
Court's minutes of the Meeting pertaining to the adoption of
the Resolution; the persons named in the above and foregoing
paragraph are the duly chosen, qualified, and acting officers
and merlbers of the Court as indicated therein; each of the
officers and members of the Court was duly and sufficiently
notified officially and personally, in advance, of the time,
place, and purpoce of the Meeting, and that the Resolution
l would be introduced and considered for adoption at the Meet-
• inq and each of sa--d officers and members consented, in
advance, to the holding of the Meeting for such purpose; by
signing this Certificate the officers of the Court shall be
dcer,ed to have signed the Resolution; and the Meeting was
onen to the public, and public notice of the time, place,
acid purpose of the Meeting was given, all as required by
Article 6252-17, Vernon's Texas Civil Statutes, as amended.
SICKED AND SEALED this JUN A 121 •
`,..k~'-aL• clerk Brazos County. C t y✓ 'Ju ge, Conurlissioners
'"exas Court of Brazos County, Texas
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RESOLUTION APPROVING AN AGREEMENT BY
THE BRAZOS COUNTY INDUSTRIAL DEVELOPMENT CORPORATION
TO ISSUE BRAZOS CCUNTY INDUSTRIAL DEVELOPMENT CORPORATION
INDUSTRIAL DEVELOPI,]ENT REVENUE BOND
(NORTON COMPANY PROJECT)
SERIES 1981
AND THE INDENTURE PROVIDING FOR THE ISSUANCE OF SUCH BOND
WHEREAS, the Brazos County Industrial Development
Corporation was created under the auspices of the Brazos
County Commissioners Court; and
WHEREAS, it is deemed necessary ood advisable that
this Resolution be adopted;
THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS
COURT OF BRAZOS COUNTY, TEXAS THAT:
Section 1. The "Loan Agreement by and between the
Brazos County Industrial Development Corporation and Norton
Company", in substantially the form and substance as at-
tached to this Resolution and made a part hereof for all
purposes, is hereby approved, and a Bond in the principal
amount of $2,000,000 may be issued pursuant thereto for the
purpose of paying the cost of acquiring and constructing or
causing to be acquired and constructed the Project as defined
and described therein.
Section 2. The "Indenture of Trust" pursuant to
which "Brazos County Industrial Development Corporation
Industrial Development Revenue Bond (Norton Company Project)
Series 1981" will be issued in substantially the form and
substance attached to this Resolution and made a part hereof
for all purposes, is hereby specifically approved, and the
bond may be issued as provided for therein.
Section 3. The programs and expenditures authorized
and contemplated by the aforesaid Agreement and Indenture
are hereby approved.
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THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
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CERTIFICATE FOR
RESOLUTION AUTHORIZING BRAZOP COUNTY INDUSTRIAL DEVELOPMENT
CORPORATION INDUSTPI.%L DEVELOPMENT REVENUE BOND (NORTON
COMPANY PROJECT) SERIES 1981; A LOAN AGREEMENT; AN
INDENTURE OF TRUST; A BO:.D PURCI4-ASE AGREEMENT; APPOINTING
A TRUSTEE; ACCEPTAIXE OF Ati INDEfINITY LETTER;
i AND OTHER MATTERS IN CCNNECTION THEREWITH
The undersigned Board of Directors (the "Board")
of the RRAZOS COUNTY INDUSTRIAL DEVELOI,`IENT CORPORATION (the
"Corporation"), hereby certify as follows:
1. In accordance with the Bylaws of the Corpora-
tion the Board held a meeting on June 2, 1981 (the "Meeting")
of the duly constituted officers and members of the Board,
to-k:t: R. J. IIolmgreen, President; Bill Cooley, Vice
Prosid(!nt; and Billy E. Beard, Secretary/Treasuzer, and all
of such. persons paitzcipated in the Meeting, thus con-ti-
tu:.ing a quorum. Whereupon, among other business transacted
at the Meeting, a written
RESOLUTION AUTHORIZING BRAZOS COUNTY INDUSTRIAL DEVELOPMENT
CO'"ORATION INDUSTRIAL DEVELOPMENT REVENUE BOND (NORTON
CC-1..,'i,NY PROJECT) SERIES 1981; A LOAN AGREEMENT; AN
' INDEATURE Oi TRUST; A BOND PURCHASE AGREEMENT; APPOINTING
A TRUSTI E; ACCEPTANCE OF AN INDEL,LNITY LETTER;
AND OTEER MATTERS IN CONNECTION THEREWITH
(the "Resolution") was duly introduced for the consideration
of the Board and read in full. It was then duly moved and
seconded that the Resolution be adopted; and, after due
discussion, said motion, carrying with it the adoption of
the Resolution, prevailed and carried.
2. A true, full, and correct copy of the Resolu-
tion adopted at the Meeting is attached to and follows this
Certificate; the Resolution has been duly recorded in the
Eoard'c ninutes of the Meeting; the above and foregoing
paraar,2ph is a true, full, and correct excerpt from the
Board'o minutes of the Mcetincl pertaining to the adoption of
thu, Re",ol,ition; the per-.oil,; named in the above and foregoing
pa t ao r ,ph ate the (July r hosen, qualified, and acting officers
•3l'd of the Board as indicated therein; each of the
uiitct;rs and wt•mbors of the CoaLd was duly and sufficiently
note i j vd of fic -Lally and pc_r:,ondlly, in advance, of the time,
eyed }gut po,,,_- of the Mueting in accordance with the
Bylaw:,, and tlldt the Rc°,olution would be introduced and con-
:.i d,_Lt_d for aidopLion at the Nucting, and the signatures
b ' ] ~~W 0'1 t)'1.3 tl ile~,te -11,111 evidence and constitute a
ort ltte_n waiver ui n.:,tice of raid Neeting for such purpose.
- SIGI:I 1 AND S DED this
St-c1 .:I y/Ti.ua:,uLer ARL-c s2AI,nt
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RESOLUTION AUTHORIZING BRAZOS COUNTY INDUSTRIAL DEVELOPMENT
CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BOND (NORTON
COMPANY PROJECT) SERIES 1901; A LOAN AGREEMENT; AN
INDENTURE OF TRUST, A BOND PURCHASE: AGREEMENT; P.PPOINTING
A TRUSTEE; ACCEPTANCE OF AN INDEMNITY LETTER;
AND OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, Brazos County Industrial Development
Corporation (the "Issuer"), on behalf of Brazos County (the
"Unit"), is empowered to finance the cost of projects to
promote and develop industrial and manufacturing enterprises
to promote and encourage employment, the public health, and
the public welfare by the issuance of obligations of the
Issuer which projects will be inside the Unit's boundaries,
including Brazos County, Texas;
WHEREAS, Norton Company, a Massachusetts corporation
(the "User"), has requested the Issuer to finance the cost
of acquiring, constrLcting, reconstructing, improving, or
expanding, as the case may be, an industrial project (the
"Project");
WHEREAS, on August 20, 1980, the Issuer adopted a
Resolution Concerning Issuance of Bonds to Finance a Project
for Norton Company (the "Initial Resolution");
WHEREAS, in order to finance the Project, the
Issuer proposes to issue that series of bonds styled, "Brazos
County Industrial Development Corporation Industrial Develop-
ment Revenue Bond (Norton Company Project) Series 1981" (the
"Bond"); and
WHEREAS, there have been presented to the Issuer
• proposed forms of each of the following:
1. Loan Agreement, dated as of June 1, 1981 (the
"Agreement"), between the Issuer and the User;
2. Indenture of Trust, dated as of June 1, 1981
(the "Indenture"), between the Issuer and Texas Commerce
Bank National Association, Houston, Texas (the "Trustee");
3. Bond Purchase Agreement, dated as of June 2,
1981 (the "Bond Purchase Agreement"), among the Issuer, the
User, and Morgan Guaranty Trust Company of New York (the
"Purchaser")
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4. Indemnity Letter, dated as of June 2, 1981
(the "Indemnity Letter") to the Issuer and the Purchaser
from the User;
THEPEFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
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OF THE BRAZOS COUN'T'Y INDUSTRIAL DEVELOPMENT CORPORATION
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Section 1. Based solely upon the representations
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Trade to the Board of Directors (the "Board") and to the
TAxPs Industrial Commission by the User, it appears and the
Board hereby finds that:
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A. The Pro)Qct is required or suitable for the
promotion of industrial development and
expansion, the promotion of employment, and
for use by manufacturing or industrial
enteiprlses;
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B. Additionally:
(i) the User has the business eyperience,
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financial resources, and responsibility
to provide reasonable assurance that
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the Bond and interest thereon to be
paid from or by reason of payments
made by the User under the Agreement
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will be paid as the same become due;
and
(ii) the Project sought to be financed
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pursuant to the Agreement is in fur-
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therdnce of the public purpose of the
promotion and aevelopment of new and
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LKpanded industrial c.utUrprises to
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prc:..ote and encourage employment and
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the public welfare.
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Section 2. The Board hereby approves the Agree-
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men*_ in substantially the form acid substance presented to
the Board and the Tics dent or Vice President is hereby
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authorized acid dzrecLed, for and on behalf of the Issuer, to
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date, sign, and otherwise execute the Agzeentent, and the
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Secretay %,/Tre,t_.urVt_ is authorized and disc-cted for and on
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beiial F of the- I•..,tt~_ r to aLtu; t Lhu Agr_c t•-u(.ttt, and suc.lr
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oiticers ate hetc.ay atlthoLlze d to deliver ttie Agreement.
Upon execution by the pa,rLies tt aLeto a•!d delivery thereof,
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tue At,,tet n.enL shalt be binding upon the Issuer in a-cordance
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k 3 th the tertuts acid provi:5ions thereof.
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TuEaVAGE 26,
2ection 3. The Bond in the principal amount of
$2,000,000 is authorized to be issued for the purpose of
paying the cost of acquiring, constructing, reconstructing,
improving, or expanding, as the case may be, the Project.
The Board hereby approves the Indenture in substantially the
form and substance presented to the Board and the President
or Vice President is authorized-and directed for and on
behalf of the Issuer to date, sign, and otherwise execute
the Indenture and the Secretary/Treasu-^r is hereby authorized
to attest the Indenture and such offic--_L are hereby autho-
rized to deliver the Indenture. The details of the Bond
shall be as set forth in the'Indenture.
Section 4. The Board hereby approves the Bond
Purchase Agreement among the Issuer, the Purchaser, and the
User, in substantially the form and substance presented to
the-Board and the President or the Vice President is autho-
rized and directed for and on behalf of the Board, to date,
sign, or otherwise execute the Bond Purchase Agreement and
the Secretary/Treasurer is hereby authorized to attest the
Bond Purchase Agreement on behalf of the Issuer and such
officers are hereby authorized to deliver the Bond Purchase
Agreement. !
Section 5. The Board hereby accepts the Indemnity
Letter from the User, in substantially the form and substance
presented to the Board and the President or the Vice President
is authorized and directed for and on behalf of the Board to
date, sign, or otherwise execute the Indemnity Letter on
behalf of the Issuer and such officers are hereby authorized
to deliver the Indemnity Letter.
Section 6. The President and Secretary/Treasurer
are hereby each authorized and directed to execute the Bond,
or have their facsimile signatures placed upon the Bond, and
each is hereby authorized and directed to deliver the Bond,
and the seal of the Issuer is hereby authorized and directed
to be affixed or placed in facsimile on the Bond.
• Section 7. Texas Commerce Bank National Associa-
tion, Houston, Texas; is hereby appointed as Trustee under
the Indenture thereby serving-as Registrar and Paying Agent
under the terms of the Indenture. '
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Section 8. The President, the Vice President, or
the Secretary/Treasurer is hereby-authorized to execute and
deliver to the Trustee the written order of the Issuer of
the authentication and delivery of the Bond by the Trustee 9
in accordance with the Indenture. }
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Section 9. All action (not inconsistent with
provisions of this Resolution) heretofore taken by the Board
and officers of the Issuer directed toward the financii,g of
the Project and the issuance of the Bond be and the same
hereby is ratified, approved, and confirmed.
Section 10. The officers of the Issuer shall take
zll action in conformity with the Act, if necessary, or
re.lsonably required to effectuate the issuance of the Bond
and take all action necessary or desirable in conformity
with the Act to finance the Project and for carrying out,
giving effect to, and consurn:nating the transactions contem-
plated by the Bond, the Initial ResoLution, this Resolution,
the Agreement, the Indenture, the Bond Purchase Agreement,
and the Indemnity Letter, including without limitation, the
c:ecuLlon and delivery of any rloLing documents in connection
with the issuance of the Bond.
Section 11. After the Bond is issued, this
Resolution shall be and remain irLepealable until the Bond
and interest thereon shall have been fully paid or provisions
for payment made pursuant to the Indenture.
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Section 12. If any section, paragraph, clause,
' provision of the Resolution shall be held to be invalid or
enfozceable the invalidity or unenforceability of such
section, paragraph, clause, provision shall not affect any
of the remaining provisions of this Resolution. In case any
obligation of the Issuer authorized or established by this
Pecolutlon or the Bond is held to be in violation of law as
applied to any person or in any circurnstance, such obligation
chill be deemed to be the obligation of the Issuer to the
fullest extent permitted by law.
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GENERAL CERTIFICATE
THE STATE OF TEXAS
COUNTY OF BRAZOS
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We the undersigned Commissioners court (the "Court")
of Brazos County, Texas (the "Unit"), hereby certify as
follows:
1. This Certificate is executed with reference to
that series of bonds styled "Brazos County Industrial Develop-
ment Corporation Industrial Development Revenue Bond (Norton
Company Project) Series 1981," in the principal amount of
$2,000,000 (the "Bond").
2. The Unit is a body corporate and politic and a
political subdivision of the State of Texas, created and
organized under Title 33, Vernon's Texas Civil Statutes, as
amended, as a county created pursuant to Article 9, Section I
of the Constitution of the State of Texas.
3. The Brazos County Industrial Development
Corporation (the "Issuer") was created and authorized to act
on behalf of the Unit, and the Articles of Incorporation and
the Bylaws of the Issuer were approved, by resolution of the
Unit, dated February 11, 1980.
4. On August 20, 1980, the following persons duly
constituted the officers of the Unit:
Name Office
R. J. Holmgreen County Judge
rill J. Cooley Commissioner, Precinct 1
Walter Wilcox Commissioner, Precinct 2
H. L. Cargill Commissioner, Precinct 3
W. A. Stasny Commissioner, Precinct 4
H. L. Cargill resigned on OCT 3 1 1080 and on December 1,
1980, Billy E. Beard took office in such position.
5. The Unit, by written resolution dated August 20,
1980, has approved the Resolution Concerning Issuance of
Bonds to Finance a Project for Norton Company dated August 20,
1980, and by written resolution dated June 2, 1981, has
specifically approved the issuance of the Bonds and the
documents relating thereto in the amount and for the purpose
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set forth therein and such resolution has not been amended,
annulled, rescinded, or revoked and remains in full force
and effect on the date hereof.
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6. T.ie Unit has ar,proved all programs and expen- ;
ditures of the Issuer in connection with the issuance of the
Bonds and the transactions contemplated thereby. i
7. No litigation is pending against the Unit or, `
to the bent of ny knowledge, threatened against the Unit:
(i) to restrain or enjoin the issuance or
delivery of the Bond; or
(ii) in any way cor,Lesting (a) the right
and power of the Unit in connection with any
action taken by it towards the creation of the
Issuer or the issuance of the Bond or (b) the
titles of the current officers of the Unit to
their respective offices.
On August 20, 1980, and at all times since that
date, Frank Boriskie has been the duly elected, qualified,
and acting Secrutary of the Unit and his signature appearing
on the following certificate is true and genuine.
SIGNED AND SEALED THIS /0, 11
d~Wudge, Br4~os County, Texas
(SEAL)
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I, the County Clerk of Brazos County, Texas,
hereby certify that R. J. Holmgreen is the duly elected,
qualified, and acting County Judge of the Unit and that his
signz-iuie appearing above is true and genuine.
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Lo t:ty Clerk, Brazos County, Texas
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GENERAL CERTIFICATE OF THE ISSUER
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I, the undersigned, hereby certify with respect to
that bond styled BRAZOS COUNTY INDUSTRIAL DEVELOPMENT
CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BOND (NORTON
COMPANY PROJECT) SERIES 1981 (the "Bond") that I am the °
President of Brazos County Industrial Development
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Corporation (the "Issuer"), and as such, the records of said °
Issuer are presently in my possession and custody and that:
1. The Issuer, a nonstock, nonprofit industrial
development corporation, was duly created and organized and
is existing pursuant to the laws of the State of Texas,
particularly the Development Corporation Act of 1979, Art-
icle 5190.6, Vernon's Texas Civil Statutes (the "Act") as a
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constituted authority and instrumentality of Brazos County,
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Texas (the "Unit").
2. No amendment or other modification to the
Articles of Incorporation of the Issuer, has been filed with
the Secretary of the State of Texas subsequent to February 21,
1981, and no steps have been taken by the directors of the
Issuer to effect or authorize any amendment or other modifi-
cation to such Articles of Incorporation, as so amended.
Attached hereto as Exhibit "A" is a true znd correct copy of
the Articles of Incorporation. Attached hereto as Ex-
hibit "B" is a true and correct copy of the Bylaws of the
Issuer as amended to date and as in force at all times since
February 11, 1980.
3. Attached hereto as Exhibit "C" is a copy of
the ruling of the Comptroller of Public Accounts of the
State of Texas as to the exemption of the Issuer from pay-
ment :f franchise taxes.
4. Attached hereto as Exhibit "D" is a true and
correct %.opy of a Resolution Concerning Issuance of Bond to
Finance a Project for Norton Company adopted at a meeting of
the governing body of the Issuer, duly called and held on
March 4, 1980, due notice of which meeting and the purpose
thereof was given as required by the W-laws, and at which
meeting a quorura of said governing bcCy was present and
participating, and which Resolution has not been rescinded,
modified, or amended and is in full force and effect as of
the date hereof.
5. Attached hereto as Exhibit "E" is a true and
correct copy of a Resolution Authorizing BRAZOS COUNTY
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INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT
REVENUE BOND (Norton Company Project) Series 1981; a Loan
Agreement; an Indenture of Trust; a Bond Purchase Agreement;
Appointing a Trustee; Acceptance of an Indemnity Letter; and
Other Matters in Connection Therewith, adopted at a meeting
of the governing body of the Issuer, duly called and held on
June 2, 1981, due notice of which meeting and the purpose
thereof was given as required by the Bylaws, and at which
meeting a quorum of said governing body was present and
participating, and which Resolution has not been rescinded,
mod-'lied, or amended and is in full force and effect as of
the Cate hereof.
6. The seal impressed hereon is the duly adopted,
proper, correct, and only official seal of the Issuer.
-7. The Indenture of Trust, dated as of June 1,
1981 (the "Indenture"), between the Issuer and Texas
Comrr,:rce Bank National Association, Houston, Texas (the
"Trustee") is in the form approved by the board of the
Issuer with only such changes therein as have been approved,
pursuant to due authorization, by the officers of the Issuer
who have executed the Indenture.
8. The Loan Agreement, dated as of June 1, 1981
(the "Agreement") between the Issuer and Norton Company (the
"User"), is in the form approved by the board of the Issuer
with only such changes therein as have been approved, pur-
suant to due authorization, by the officers of the Issuer
who have executed the Agreement.
9. The Issuer has authorized, by all necessary
action, the execution, delivery, receipt, and due perfor-
mance of the Bond, the Indenture, the Agreement, and any and
all such other agreements and documents as may be required
to be executed, delivered, and received by the Issuer in
order to carry out, give effect to and consummate the trans-
actions contemplated by the Bond Purchase Agreement, dated
as of June 2, 1951 (the "Bond Purchase Agreement") by and
among the Issuer, the Trustee, and Morgan Guaranty Trust
Company of New York (the "Purchaser").
10. The Issuer has duly performed all of its
obligations contained in the Bond, the Agreement, the Inden-
ture and the Bond Purchase Agreement to be performed at or
prior to the date hereof.
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11. No approval, consent, or authorization of or
by any governmental or public agency, authority, or person
(other than such authorizations, if any, as may be required
under the securities or Blue Sky laws of any jurisdiction)
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not already obtained is required by the Issuer in connection
with the issuance and sale of the Bond or the adoption or
execution of, or the performance of its obligations under,
the Bond, the Agreement, and the Indenture.
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12. When delivered to and paid for by the pur-
chaser thereof, the Bond will be duly authorized, executed,
issued, and delivered and will constitute the valid and
binding limited obligation of the Issuer enforceable in ac-
cordance with its terms and will be entitled to the benefits
of the agreement and Indenture and will be secured, to the
extent therein provided, by the Indenture.
13. There is no action, suit, proceedings, in-
quiry, or investigation, at law or in equity, or before or
by any court, public board, or public body, pending or, to
the knowledge of the Issuer, threatened against or affecting
`
the Issuer (or to the best knowledge of the Issuer any basis
therefor), wherein an unfavorable decision, ruling, or find-
ing would, in any way, adversely affect the validity or
enforceability of the Bond, the Agreement, or the Indenture
or any other agreement or instrument to which the Issuer is
a party, used or contemplated for use in consummation of the
transactions contemplated hereby or affecting the existence
or powers of the Issuer or its authority to finance the cost
of the Project (as defined in the Agreement). No
proceedings or authority for the authorization, sale, exe-
cution, or delivery of the Bond have been repealed, res-
cinded, or revoked.
14. The authorization, sale, execution, receipt,
delivery, and performance by the Issuer of the Bond, the
'
Agreement, the Indenture, and the other instruments contem-
plated by the Bond Purchase Agreement under the circumstances
contemplated thereby and compliance with the provisions of
each such instrument will not conflict with, or constitute
on its part a breach of or a default under, (a) any existing
law, court, or administrative regulation, rule, decree, or
order, (b) any provision of the Constitution or laws of the
State of Texas, or (c) any agreement, indenture, mortgage,
lease, note, or other instrument to which the Issuer is
subject or by which the Issuer is or may be bound.
THE FOLLOWING
DOCUMENT
IS THE BEST IMAGE
POSSIBLE
DUE TO
THE POOR QUALITY
OF ORIGINAL
k f'r'Y•'~.}r~/3'••vlY~/llM1.Llr•v/tr. lY•-ry •S .
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15. The following persons are the duly chosen,
And acting officers of the Issuer holding the offices set
forth heside their respec.-ive names, and the signaWre ap-
p--wring oppozi.te the name of each of the below-iialc~_d offi-
cer. of the Issuer is the genuine signature of such officer:
Name r orrice Signature
R. J. tlo~ngreen Pre;ic!(,tit _ '~1- J
l3 l l l nor)z c vice rrc: i.eent
Seczetar} reasurer ~ _ _,r~.
Billy E. P,eard " (s
On DF~'~n Billy E.' Beard wa.appointed to
fill the vacancy created by the resignation of II. L. Cargill.
16. Pttrsuant to the Agreemr-nt, the persons named
in parinraph 15 above are hereby respectively appointed as
the is.siier Renresent.atives (as defined in the Agreement) and
their signatures as shown above are true .end genuine.
17. None of the payments designated as "Loan
Payments" to be mace by the User under the Agreement have
b<•L-r1 pledged or encumbered to the payment of any debt or
olbligat:ion of the Issuer, except for the payment of the
principal of, premium, if any, and interest on the Bond.
18. The renresentations and warranties of the
si;iier contained in the Bond Purchas,~ Agreement and in the
A.grc•I-~menL, including particularly those in Section 2.1 of
Lille k5reemenL, are true and correct as of the date hereof.
IN WITNESS WHEREOF, I have -.ereunto set my hard
and affixed the :seal of the Issuer on this 1'~ ,L•
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BRAZOS COUNITY INDUSTRIAL DEVrLOPMENT
a CORrORe;TI OIJ B -2V 12
(SEAL)
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EXHIBITS:
3
;
A
- Articles of Incorporation
B
- Bylaws
t
C
- Comptroller's Exemption from Franchise Taxes
D
- Resolution Concerning Issuance of Bond to Finance a
Project for Norton Company
,j
E
- Resolution Authorizing Issuance of Bond and Approving
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Documents
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The foregoing minutes have been examined and approved in
open Court this the __jO biI day of f-
J
19 y'L, in Bryan, Brazos County, Texas.
~ I
1
~ ,rte.
R.! o ingreen i . ey
County Judge Corunis o er, Preci t I
~Tter wi cox i y . Bear
Commmissioner, Precinct 2 Comm' sioner, Precinct 3
Z-~V JO
A, ashy 4ran ris 1
Commissioner, Prc nct 4 County Clerk
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