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HomeMy WebLinkAboutFerguson Enterprises Resolution L RESOLUTION OF THE EULESS INDUSTRIAL DEVELOPMENT AUTHORITY AUTHORIZING CERTAIN MATTERS, INCLUDING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS, IN CONNECTION WITH THE SUBSTITUTION OF THE LETTER OF CREDIT AND THE REPLACEMENT OF THE REMARKETING AGENT, THE TRUSTEE AND THE TENDER AGENT FOR THE EULESS INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BONDS (FERGUSON ENTERPRISES, INC. PROJECT) SERIES 1985 The Board of Directors of the Euless Industrial Development Authority (the "Issuer") met in the offices of the City of Euless, 201 North Ector Drive, Euless, Texas, at 3:30 p.m., on August 11, 1992. Present: Directors: Harold D. Samuels, Neal Adams, Bobby Baker, Todd Smith, Willie Mae McCormick, Peter Staks, Glenn Walker Absent: Directors: None Also Present: The Issuer's attorneys, Cribbs & McFarland, P.C., 1000 W. Abram Street, Arlington, Texas 76013, represented by Bob McFarland Chairman of the Board, Harold Samuels introduced the following resolution: "RESOLUTION AUTHORIZING CERTAIN MATTER IN CONNECTION WITH $4,950,000 BONDS (FERGUSON ENTERPRISES, INC. PROJECT) INCLUDING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS. WHEREAS, the Issuer is a public corporation organized and existing, under the laws of the State of Texas and on December 20, 1985, issued and sold its Revenue Bonds (Ferguson Enterprises, Inc. Project) in the aggregate principal amount of $4,950,000 (the "Bonds") pursuant to an Indenture of Trust dated as of December 1, 1985 the "Indenture") by and between the Issuer and Bankers Trust Company, as trustee ("Bankers"); and WHEREAS, Bankers Trust Company issued a letter of credit (the "Original Letter of Credit") in favor of Bankers for the account of Ferguson Enterprises, Inc. (the "Company") in connection with the issuance of the Bonds as security therefor; and WHEREAS, the Company has requested the Issuer to: (i) approve the replacement of the Original Letter of Credit and substitution in lieu thereof as an Substitute Letter of Credit (as defined in the Indenture) of a certain Letter of Credit (the "Wachovia Letter of Credit") issued by Wachovia Bank of North Carolina, National Association ("Wachovia"); (ii) consent to the removal of Bankers Trust Company as Remarketing Agent (as defined under the Indenture) and consent to the Company appointing Wachovia as Remarketing Agent; (iii) authorize and approve a certain supplement to the Indenture; (iv) authorize and approve the President or Vice President to take any and all necessary or appropriate actions on behalf of the Issuer to effect the foregoing; and Page 1 WHEREAS, forms of the following documents were presented to the Issuer in connection with the actions stated above: (i) the First Supplemental Trust Indenture dated as of September 10, 1992 between the Issuer and First-Citizens Bank & Trust Company (the "Supplemental Indenture"); (ii) the new form of the Bonds; (iii) the Issuer Consent dated as of September 10, 1992 (the "Consent"); (iv) the Wachovia Letter of Credit; (v) the Remarketing and Interest Services Agreement dated as of September 10, 1992, between the Company and Wachovia; (vi) the Reimbursement and Security Agreement dated as of September 1, 1992, between the Company and Wachovia; and (vii) the Supplement to the Private Placement Memorandum; NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors (the 'Board") of the Issuer as follows: Section 1. The Issuer hereby approves the forms of the documents stated above presented to the Board at this meeting, and the President or the Vice President and the Secretary or any Assistant Secretary of the Issuer are hereby authorized to execute, attest and deliver each of those documents to which it is a party, in any number of signed counterparts, for and on behalf of the Issuer in substantially such forms, with such changes therein, additions thereto and omissions therefrom as those executing those documents shall approve, their execution and delivery thereof constituting the conclusive approval of the Issuer of any changes therein, additions thereto or omissions therefrom. Each of the documents stated above to have been presented to the Board at this meeting is approved for distribution and use in connection with the offering of the Bonds in substantially the form presented at this meeting. Section 2. The new form of the Bonds, substantially in the form submitted at this meeting, are hereby approved; and the President or the Vice-President is hereby authorized and directed to execute (by means of manual or facsimile signature) and deliver, and the Secretary or the Assistant Secretary is hereby authorized and directed to attest (by means of manual or facsimile signature), the Bonds substantially in such form with such necessary and appropriate variations, omissions and insertions as may be approved by the President or the Vice-President. The Bonds shall be issued, executed and delivered in accordance with the terms and conditions of the Indenture and this resolution. The Bonds shall bear the manual or facsimile signature of the President or Vice-President, the seal of the Issuer shall be affixed, imprinted, lithographed or reproduced thereon and shall be attested by the manual or facsimile signature of the Secretary. The Bonds shall bear interest at a rate per annum (subject to adjustment and limitations) determined as set forth in the Indenture. Section 3. The removal of Bankers Trust Company as Remarketing Agent and the appointment of Wachovia as Remarketing Agent are hereby approved; Section 4. The President, the Vice-President, the Secretary, the Assistant Secretary and the other officers of the Issuer are hereby authorized and directed to execute and deliver for and on behalf of the Issuer any and all certificates, documents, agreements or other papers, and to perform any and all acts they may deem necessary or appropriate in order to carry out the intent of this resolution and the matters set forth herein. Page 2 Section 5. This resolution shall take effect upon its passage." Director Bobby Baker moved passage of the foregoing resolution, Director Todd Smith seconded the motion, and the resolution was passed by the following vote: Ayes: Directors Harold D. Samuels, Neal Adams, Bobby Baker, Todd Smith, Willie Mae McCormick, Peter Staks, Glenn Walker Noes: Directors None 1, Bobby Baker, Secretary of the Euless Industrial Development Authority and keeper of the official minutes thereof, DO HEREBY CERTIFY that the foregoing is a true copy of certain proceedings of the Board of Directors of the Issuer taken at a meeting held on August 11, 1992 and is a complete copy of so much of the recorded minutes of said meeting as relates in any way to the passage of the resolution hereinabove set forth and that such resolution was duly adopted and remains in full force and effect on the date Hereof. I DO HEREBY FURTHER CERTIFY that, pursuant to the Bylaws of the Issuer, written and personal notice of said meeting was given to all members of the Board of Directors. WITNESS my hand on this 11 th day of August f 1992. /'Bobby BakSecretary i 3580M I I i i Page 3 i i