HomeMy WebLinkAbout94-843 03-14-1994RESOLUTION NO. 94-843
RESOLUTION OF THE EULESS CITY COUNCIL, EULESS,
TEXAS, APPROVING AN AMENDMENT TO THE
SUPPLEMENTAL LOAN AGREEMENT DATED DECEMBER 1,
1985, BY AND AMONG ATLAS MATCH CORPORATION AND
GLENN D. WALKER, JOHN MCLAUGHLIN, AMC
INDUSTRIES, INC., AS GUARANTORS AND TEXAS
COMMERCE BANK, AS TRUSTEE AND MERCANTILE BANK
OF FORT WORTH, AS PURCHASER.
WHEREAS, the Euless Industrial Development Authority, as issuer, a Texas
non - profit corporation, pursuant to the Development Corporation Act of 1979,
Article 5190.6, Vernon's Annotated Texas Civil Statutes, approved and executed a
Supplemental Loan Agreement dated December 1, 1985, by and among the above
named parties; and
WHEREAS, Mercantile Bank of Fort Worth, as purchaser, and Texas Commerce
Bank, as Trustee, did approve effective March 14, 1994, an Amendment to the Loan
Agreement between said parties adding to the existing Section 6.6 thereof the
provision hereinafter stated.
WHEREAS, the Euless Industrial Development Authority did adopt a Resolution
approving the Amendment to Loan Agreement herein described.
NOW, THEREFORE, BE IT RESOLVED BY THE EULESS CITY COUNCIL, THAT
The loan agreement dated December 1, 1985, also contained a negative
covenant in ARTICLE VI, SECTION 6.6, prohibiting the payment of dividends. This
addendum dated March 7, 1994, and agreed to by all parties will be added to the
existing Section 6.6.
So long as the company continues to elect to be treated as an S
corporation within the meaning of Section 1361(a)(1) of the Internal
Revenue Code of 1986, as amended (or any successor provision), the
Company may pay cash dividends to its shareholders to allow them to pay,
on a timely basis, their estimated and actual Incremental Income Tax
Liability resulting from the pass - through of the company's taxable income
and other tax items. For these purposes, the Incremental Tax Liability of
the shareholders, as a group, shall be determined by using the maximum
federal income tax rates applicable to individuals for the year in which the
rates applicable to individuals for the year in which the income is
includible by the shareholders and the maximum marginal State income tax
rate applicable to individuals for the individual shareholder subject to the
highest State income tax rate among all of the shareholders for such year.
The loan agreement dated December 1, 1985 also contained a negative
covenant in ARTICLE VIII, SECTION 8.3, prohibiting the payment of dividends.
This addendum dated March 4, 1994 and agreed to by all parties will be added
to the existing Section 8.3.
So long as the Company continues to elect to be treated as an S
corporation within the meaning of Section 1361(a)(1) of the
Internal Revenue Code of 1986, as amended (or any successor
provision), the Company may pay cash dividends to its
shareholders to allow them to pay, on a timely basis, their
estimated and actual Incremental Income Tax Liability
resulting from the pass — through of the company's taxable
income and other tax items. For these purposes, the
Incremental Tax Liability of the shareholders, as a group, shall
be determined by using the maximum federal income tax rates
applicable to individuals for the year in which the income is
includible by the shareholders and the maximum marginal State
income tax rate applicable to individuals for the individual
shareholder subject to the highest State Income tax rate among
all of the shareholders for such year.
PASSED AND EFFECTIVE the 14th day of March, 1994.
ATTEST:
Susan Crim, C C, City Secretary
APPROVED
y,
Bob McFarland,
TO FORM AND LEGA ITY:
City ttorney
Passed and approved by the Euless City Council at a regular meeting on
March 22, 1994, by a vote of 6 ayes, 0 nays, and 1 abstention.
491 MLIB