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HomeMy WebLinkAboutAtlas Match Corporation Resolution 1990 ti • RESOLUTION APPROVING AN INTERPRETATIVE AGREEMENT AND AUTHORIZING THE EXECUTION THEREOF ON BEHALF OF THE EULESS INDUSTRIAL DEVELOPMENT AUTHORITY WITH RESPECT TO THF EULESS INDUSTRIAL DEVELOPMENT AUTHORITY INDUSTRIAL DEVELOPMENT REVENUE BONDS (ATLAS MATCH CORPORATION PROJECT), SERIES 1985 IN THE AMOUNT OF $2,600,000 WHEREAS, the Euless Industrial Development Authority (hereinafter referred to as the "Issuer"), a Texas non-profit corporation, did, on the first day of December, 1985, issue its Euless Industrial Development Authority Industrial Development Revenue Bonds (Atlas Match Corporation Project), Series 1985, in the amount of Two Million Six Hundred Thousand and No/100 Dollars ($2,500,000); and WHEREAS, of even date therewith Landmark Bank of Fort Worth (hereinafter referred to as the "Purchaser"), a Texas state banking corporation, did acquire such Industrial Development Revenue Bonds; and WHEREAS, the terms of such bonds provided an interest rate on the unpaid principal balance thereof to be a percentage of Purchaser's prime rate of interest as same is determined under the provisions thereof, which percentage of prime rate adjusts ippon changes in the maximum federal corporate income tax rate; and WFIEREAS, since initial issue of such Bonds there has been a statutory change in the maximum federal corporate income tax rate; and WHEREAS, to assure continuity and the interpretation of the interest rate provisions of such Bonds consistent with the prior practices and understanding of the Issuer, Purchaser, and Atlas Match Corporation (hereinafter referred to as the "Company"), the Issuer, Purchaser, and Company desire to reduce to writing their prior and agreed interpretation of the application of such bond interest rate provisions to such change in maximum federal corporate income tax rate and for any future changes in the maximum federal corporate income tax rate; and WHEREAS, such understanding and interpretation has been reduced to writing In the form of an Interpretative Agreement, a copy of which is attached to this Resolution and incorporated herein by reference. NOW, THEREFORE-, BE IT RESOLVED BY THE EULESS INDUSTRJAL DEVELOPMENT AUTHORITY BOARD OF DIRECTORS THAT: Such Interpretative Agreement shall be and is In all things adopted as reflecting the understanding and agreement by and between the Issuer, Purchaser, and Company as to the application and effect of the provisions of such Bonds with respect to the calculation of the interest rate thereon on the unpaid principal balance thereof as same is affected by changes in the maximum federal corporate income tax rate and that the Officers of the Issuer are herewith authorized to execute and deliver on behalf of the Issuer such Interpretative Agreement which may be executed and delivered in multiple counterparts, any one of which shall be deemed an original thereof, together with any Certificates of Resolution hereof. WHERE UPON, following motion duly made and seconded, the within Resolution was formally adopted by the Board of Directors of the Issuer convened in a Special Meeting on the 9th day of August, 1990, called in compliance with the bylaws of the Issuer and applicable provisions of law. SIGNED AND SEALED THIS the 9th day of August, 1990. President, Board of Directors Secretary, Boar of Directors 0182a:ms1:072790 RESOLUTION APPROVING AN INTERPRETATIVE AGREEMENT Page 2 CERTIFICATE OF RESOLUTION APPROVING AN INTERPRETATIVE AGREEMENT AND AUTHORIZING THE EXECUTION THEREOF ON BEHALF OF THE EULESS INDUSTRIAL DEVELOPMENT AUTHORITY WITH RESPECT TO THE EULESS INDUSTRIAL DEVELOPMENT AUTHORITY INDUSTRIAL DEVELOPMENT REVENUE BONDS (ATLAS MATCH CORPORATION PROJECT), SERIES 1985 IN THE AMOUNT OF $2,600,000 THE STATE OF TEXAS EULESS INDUSTRIAL DEVELOPMENT AUTHORITY We, the undersigned officers of the Board of Directors of the Euless Industrial Development Authority hereby certify as follows: 1. 'The Board of Directors of said Issuer convened in SPECIAL. MEETING ON THE 9th DAY OF AUGUST, 1990, at the designated meeting place and the roll was called of the duly constituted officers and members of said Board, to-wit: Harold Samuels, President Neal Adams Glenn Walker, Vice President Bob Eden Ron Sternfels, Secretary-Treasurer Robert Pippin Mrs. W. W., McCormick, Assistant Secretary and all of said persons were present, except the following absentees: Walker, Sternfels ani Pippin —, and thus constituting a quorum. Whereupon, among other business, the following was transacted at at said Meeting: a written RESOLUTION APPROVING AN INTERPRETATIVE AGREEMENT AND AUTHORIZING THE EXECUTION THEREOF ON BEHALF OF THE EULESS INDUSTRIAL DEVELOPMENT AUTHORITY WITH RESPECT TO THE EULESS INDUSTRIAL DEVELOPMENT AUTHORITY INDUSTRIAL DEVELOPMENT REVENUE BONDS (ATLAS MATCH CORPORATION PROJECT), SERIES 1985 IN THE AMOUNT OF $2,600,000 was duly introduced for the consideration of said Board and read in full. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of said Resolution, prevailed and carried by the following vote: AYES: All members of said Board shown present above voted "Aye," except: NOES: None _ ABSTENTIONS: None 2. That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said Board's minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said Board as indicated therein; and that each of the officers and members of said Board was duly and sufficiently notified officially and personally, in accordance with the Bylaws of the Issuer, in advance, of the time, place, and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for the purpose; and that the Meeting was open to the public, and public notice of the time, place and purpose of the Meeting was given, all as required by Article 6252-17, V.A.T.C.S., as amended. SIGNED AND SEALED the 9th day of August, 1990. resident, pard of Directors Secretary, Board of Directors (SEAL) L) 0181a CERTIFICATE OF RESOLUTION Page 2