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HomeMy WebLinkAbout84-584 11-26-1984A RESOLUTION 84 -584 PROVIDING FOR TIIE FINANCING BY EULESS INDUSTRIAL DEVELOPMENT AUTHORITY OF THE ATLAS MATCH: CORPORATION PROJECT UNDER THE DEVELOPMENT CORPORATION ACT OF 1979; AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF THE BONDS HEREIN DESCRIBED; AUTHORIZING THE EXECUTION, DELIVERY AND ' ACCEPTANCE OF CERTAIN AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH; CONFIRMING THE SALE OF SUCH BONDS; APPROVING A PLAN OF FINANCING; AND RESOLVING RELATED MATTERS WHEREAS, pursuant to the Development Corporation Act of 1979, as amended, Article 5190.6, Vernon's Texas Civil Statutes (the "Act"), this nonprofit corporation (the "Issuer ") is authorized to issue its revenue bonds to finance the costs of any "project" as defined in the Act to enable the Issuer to promote industrial and commercial development and expansion, employment and the public welfare within the State of Texas (the "State "); and WHEREAS, in view of a certain resolution adopted by the Issuer on August 10, 1984, in which the Issuer took "official action," within the meaning of Section 103(b) of the Internal . Revenue Code of 1954, as amended (the "Code "), Atlas Match Corporation (the "Company ") has been authorized to acquire, construct or improve certain real estate and/or personalty (the "Project ") within the City of Euless, Texas (the "Unit ") of a character that will accomplish the purposes of the Act, and the Issuer hereby agrees to issue a series of revenue bonds to finance the Project, all as set forth in the agreements and documents herein approved; and WHEREAS, this Board of Directors deems it appropriate and advisable to authorize the issuance and confirm the sale of such bonds and to authorize the execution and delivery of the appropriate agreements, indenture, contracts and other debt and security documents hereinafter approved; and WHEREAS, Section 103(k) of the Code requires a public hearing on any issue of industrial development bonds following reasonable public notice and authorizes the approval of a plan of financing additional facilities related to the Project; and WHEREAS, this Board of Directors, pursuant to Section 103(k) of the Code, after giving reasonable public notice, in substantially the form and substance appearing in Exhibit A hereto, by having the notice published at least one time in a newspaper of general circulation in the City of Euless, as shown on the affidavit of publication attached hereto as Exhibit B, and before the adoption of this Resolution, conducted a public hearing on the issuance of the bonds authorized hereby, the facilities to be financed with the bonds and the plan of financing approved hereby; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF EULESS INDUSTRIAL DEVELOPMENT AUTHORITY, as follows, to -wit: Section 1. The capitalized terms used in this Resolution shall have the meanings prescribed for such terms in the Financing Documents and Bond Documents as defined in that certain "Loan Agreement" (the "Agreement "), attached hereto and approved hereby, to be executed between the Issuer and the Company. 0 3 7 6 Y Section 2. This Board, acting on behalf of the Issuer, hereby finds, determines and declares, but solely for its own purposes in performing its duties under the Act and the regulations of the Commission, that: (a) the Project is in furtherance of the public purposes of the Act and is required or suitable for the promotion of development and expansion of manufacturing facilities; (b) the Project will contribute to the economic growth or stability of the Unit by increasing or stabilizing employment opportunity, significantly increasing or stabilizing the property tax base and promoting commerce within the Unit and the State; and (e) the material requirements for and prerequisites to final approval of the Company's request to the Issuer to finance the Project through the issuance of the Initial Bonds have been or will be met by the Company and the instruments and documents herein approved are in form and substance satisfactory to this Board. Section 3. The Issuer, acting by and through this Board, hereby approves and authorizes the execution and delivery of the Bond Documents and the performance of the Issuer's obligations thereunder, attached hereto and filed herewith as a part of the permanent records of the Issuer, and all other agreements, contracts and other documents required thereby to which the Issuer is a party. Section 4. The form and content of the Closing Documents required by the Purchase Contract may be in such form and content as the President or any officer authorized by the Issuer Documents to act in place of the President and Bond Counsel may approve. Section 5. The Issuer hereby authorizes and directs Bond Counsel to submit this Bond Resolution and all other necessary and appropriate documents to the governing body of the Unit and the Commission for their respective consideration and approval in accordance with the Act, and upon receipt of such approval, the Issuer: (a) authorizes the issuance of the Initial Bonds, in an aggregate principal amount of $2,100,000, in accordance with the Indenture and directs the authentication and delivery thereof to or upon the order of the Purehaser(s) and upon satisfaction of the conditions contained in the Indenture; (b) authorizes the President or any officer of the Issuer to execute the written order required by Section 4.08 of the Indenture, directing the payments from the proceeds of the Initial Bonds of the fees, costs and expenses; and (c) directs that the form of the Initial Bonds prescribed in the Indenture be completed in such manner as will cause the Initial Bonds to conform to all provisions thereof. Section 6. (a) The President or Vice President (each as an authorized officer) and the Secretary or Assistant Secretary of the Issuer are hereby empowered to do all things necessary to: -2- (i) act on behalf of the Issuer in executing and delivering the Bond Documents and other agreements approved or authorized hereby; (ii) deliver the Initial Bonds as quickly as may be practicable hereafter; and (iii) perform all obligations of the Issuer in accordance with the Bond Documents where applicable to the Issuer in order to fulfill the purposes thereof and this Bond Resolution. (b) In the performance of this authority and directive either of such officers, with the concurrence of the Company and the Purchaser(s), is authorized, if requested by the Company and the Purchaser(s), to consent to changes or revisions, including changes or revisions in dates, in the provisions the Initial Bonds and in the documents herein authorized and approved, including any required corresponding changes in the text of the redemption provisions for the Initial Bonds prescribed herein; provided that, no such change or revision shall increase the aggregate principal amount of the Initial Bonds, and as to other changes, such officers shall be advised by: (i) Bond Counsel that such changes or revisions do not place any burdens or obligations on the Issuer which are contrary to the Act or any local regulations of the Issuer; and (ii) the Purchaser(s) that such changes do not materially and adversely affect the legal security for the Initial Bonds as herein approved and are accepted and approved by such Purchaser(s). (c) Execution of such documents by either of such authorized officers shall be conclusive evidence of approval thereof in accordance with this Bond Resolution and the authority herein granted. Section 7. The Issuer, acting by and through this Board, hereby approves, as a "plan of financing," within the meaning and for the purposes of Section 103(k) of the Code, the financing of the acquisition, construction and equipping of improvements, renovations and expansions of the Project, including any additional related' facilities (including land). Section 8. This Bond Resolution and the approvals and authority herein granted shall be effective immediately. ADOPTED this November 26, 1984. ATTEST: Authorized Officer Authorized Officer [SEAL] 0376 Y -3- EXHIBIT A Form of Published Public Hearing Notice PUBLIC HEARING NOTICE Euless Industrial Development Authority (the "Issuer "). will hold a public hearing at 5:00 p.m. on November 26, 1984, at the Euless City Hall, Municipal Building, 201 North Ector Drive in Euless, Texas, on the proposed issuance by the Issuer of one or more series of revenue bonds (the "Bonds ") to finance or refinance the cost of a manufacturing facility or facilities, consisting of a building of approximately 63,000 square feet and equipment to be used for the manufacture of match books and related facilities (the "Project"). The maximum aggregate face amount of the Bonds is anticipated to be $2,100,000. The Project will be located at 1300 South Airport Circle, Euless, Texas and will be operated initially by Atlas Match Corporation. All interested persons are invited to attend and express any comments they have regarding the proposed issuance of the Bonds, the Project to be financed thereby and the plan of financing relating to the Project. 0376Y EXHIBIT B Affidavit of Publication of Hearing Notice [attach affidavit here] LEGAL AFFIDAVIT THE *STATE OF TEXAS: COUNTY OF TARRANT Before me, the undersigned authority on this day personall: peared Charles Baldwin known to me to be a credible person, first being sworn, deposed and upon lliBath said: he That sIf8c is the EMog of the Mid Cities News ,anev per which has been regularly and continuously published and of ge: circulation in the City/Town of Hu rs t , for a peric _ Euless industrial Develo Authority (the "Issuer" hold a public hearing at 5:C on November 26, 1984, at t less City Hall. Municipal ing, 201 North Ector Dr Euless, Texas, on the prr issuance by the Issuer of more series of revenue (the "Bonds ") to finance c nance the cost of a manui ing facility or facil consisting of a building proximately 63,000 squar and equipment to be used manufacture of match boo' related facilities (the "Pro The maximum egg:eget( amount of the Bonds is pated to be $2,100,000. Th ject will be located at 1300 Airport Circle, Euless, Tex; will be operated initially by Match Corporation. All int ed persons are invited to : and express any comment have regarding the propoe suance of the Bonds, the F to be financed thereby ar ' plan of financing relating Project. MCDN PN #13160 Pub: 11/7/84 more than one year next preceding the first publication of the attached and that he caused said notice to be published in said newspaper on the following date(s). Legal Notice That the attached is a true November 7, 1984 and correct copy of said notice as published on said date(s) in said Mid Cities Daily News Sworn to and subscribed "before me, this the 21 day of November 19 84 Carol A. Couch Notary Public, County, Texas Tarrant