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<br />GENERAL CERTIFICATE <br /> <br />THE STATE OF TEXAS <br />COUNTY OF LAMAR <br />CITY OF PARIS <br /> <br />9 <br />~ <br />g <br /> <br />We, the undersigned Mayor and City Secretary of the City of Paris, Texas (the "Unit"), <br />hereby certify as follows: <br /> <br />1. This Certificate is executed with reference to the loan dated July 15, 1998 in the principal <br />amount of $4,000,000 from Liberty National Bank ("Loan"). <br /> <br />2. The Unit is a municipal corporation operating and existing under the Constitution and <br />laws of the State of Texas. The combined rate of all sales and use taxes imposed by the Unit did not <br />exceed 7.25% on May 1, 1993, the date of the election authorizing the sales and use tax (the "sales <br />tax") authorized by the Development Corporation Act of1979, Article 5190.6, Section 4A, Vernon's <br />Texas Civil Statutes, as amended (the "Act"). <br /> <br />3. Paris Economic Development Corporation (the "Issuer") was created and authorized to <br />act on behalf of the Unit, and the Articles of Incorporation and the Bylaws of the Issuer were <br />approved by the Unit on .1111 y 1 L, 1993. Any amendments thereto have been approved by the <br />Unit. The current members of the Board of Directors of the Issuer were approved by the Unit, and <br />we certify to the incumbency of such Directors and that no litigation is pending or threatened in any <br />way contesting the titles or authority of the current officers of the Unit, and that the following <br />persons are the duly qualified members and officers of the Board of Directors of the Issuer: <br /> <br />II <br /> <br />Curtis Fendley, President <br />Barney Bray, III, Vice President <br />Richard M. Amis, Secretary-Treasurer <br />Leon Williams <br />Michael R. Rhodes <br /> <br />4. On June 29, 1998, and at all times thereafter, except as noted below, the following persons <br />have duly constituted the officers of the Unit: <br /> <br />Charles H. Neely <br />Mattie Cunningham <br />Scott P . Foster <br /> <br />Mayor <br />City Clerk <br />City Attorney <br /> <br />5. The Unit, by written resolution adopted on July 13, 1998, attached hereto as Exhibit A, <br />has specifically approved the 'Loan, solely and specifically for the purpose of satisfying the <br />requirements of Section 25(0 of the Act, and such resolution has not been amended, annulled, <br />rescinded, or revoked except as stated therein and remain in full force and effect on the date hereof. <br /> <br />. <br /> <br />EXHIBIT A <br /> <br />~ <br />