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1998-11-09-PEDC 387 MINUTES OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION REGULAR M EETING November 9, 1998 -- he Paris Economic Development Corporation met in a regular meeting on Tuesday, November 9, 1998, at 4:00 P.M., in the City Council Chambers, City Hall, Paris, Texas. President Mike Rhodes called the meeting to order with the following boardmembers present: Dick Amis, Jay Guest, Barney Bray and Melba Harris. Also present were ex-officio boardmembers George Struve, Mayor Charles Neeley, County Judge Chuck Superville, Executive Director Gary Vest, City Manager Michael E. Malone, City Attorney Scott Foster, Dan Almon with Southwest Securities and Mr. Peter Tart with McCall, Parkhurst and Horton, L. L. P., bonding attorneys. President Rhodes stated that item number two on the agenda was receipt of bids for the sale of approximately $4,200,000.00 Taxable Sales Tax Revenue Bonds, Series 1998, and financial advisor's recommendation. Mr. Dan Almon stated that the bids were received by 4:00 P.M., which was the deadline, and he asked Finance Director Gene Anderson to open and read the bids. Mr. Anderson opened abd read each of the bids as follows: UNDERWRITER NAME NET INTEREST EFFECTIVE COST AMOUNT INTEREST RATE(%) Nike Securities $3,515.285.73 6.77188 First Union Capital Markets $3,593,063.44 6.9217 Southwest Securities $3,627.507.50 6.988 Salomon Smith Barney $3,476,997.19 6.698126 388 Finance Director Gene Anderson stated that the bid from Salomon Smith Barney represented the Iow bid. After discussion with Mr. Almon and Mr. Tart concerning each of the bids being a fair and competitive market bid, President Rhodes called for any questions concerning these bids. Attorney Peter Tart stated that the Board needed a motion accepting the bid of Salomon Smith Barney as the lowest bidder, adoption of a resolution authorizing the issuance of the bonds pursuant to the official notice of sale circulation, authorization to submit a transfer proceedings to the Attorney General's Office for their review, authorization of a paying agent registrar agreement with the Bank of New York and authorization of a sales tax remittance agreement between the City of Paris and the E.D.C which meets the Attorney General's requirements. He advised that the City Council would meet at 6:00 P.M. for adoption of a resolution required by State Law approving the indebtedness authorized by resolution by the Paris Economic Development Corporation Board. President Rhodes called for questions and there were none. He stated that the next item on the agenda was the consideration of and action on letting the bid for the issuance of approximately $4,200,000.00 Taxable Sales Tax Revenue Bonds, Series 1998. President Rhodes called for a motion on this item. Boardmember Dick Amis made a motion, seconded by Boardmember Barney Bray, to award the bid to Salomon Smith Barney for the issuance of approximately $4,200,000.00 Taxable Sales Tax Revenue Bonds, Series 1998, and the motion carried unanimously. President Rhodes stated that the next item on the agenda was consideration of and action on a resolution authorizing the issuance of Taxable Sales Tax Revenue Bonds, Series 1998, providing for the security of the bonds, approving the sale and all other authorizations as necessary, and all other material related thereto, including a Sales Tax Remittance Agreement. City Attorney Scott Foster stated that normally he would read the resolution, but Attorney Peter Tart explained the resolution prior to this item on the agenda. He said if anyone had any questions, he would defer them to Mr. Tart at this time. There were no questions. Resolution No. 98-014, authorizing the issuance of Taxable Sales Tax Revenue Bonds, Series 1998, providing for the security of the bonds, approving the sale and all other authorizations as necessary, and all other material related thereto, including a Sales Tax Remittance Agreement. Resolution No. 98-014 CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS : COUNTY OF LAMAR : PARIS ECONOMIC DEVELOPMENT CORPORATION We, the undersigned officers of said Corporation, hereby certify as follows: 1. The Board of said Corporation convened in REGULAR MEETING ON THE 9TH DAY OF NOVEMBER, 1998, at the regular meeting place, and the roll was called of the duly constituted officers and members of said Board, to-wit: 389 Michael Rhodes, President J. K. Guest, Vice President Melba Harris, Secretary/Treasurer Barney Bray, Director -- Pdchard Amis, Director and all of said persons were present, except the following absentees: None thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION AUTHORIZING THE ISSUANCE OF TAXABLE SALES TAX REVENUE BONDS, SERIES 1998, PROVIDING FOR THE SECURITY OF THE BONDS, AND ALL OTHER AUTHORIZATIONS AS NECESSARY, INCLUDING SALES TAX REMITTANCE AGREEMENT, AND ALL OTHER MATTERS RELATED THERETO was duly introduced for the consideration of said Board and read in full. It was then duly moved and seconded that said Resolution be passed; and, after due discussion, said motion canting with it the passage of said Resolution, prevailed and carried by the following vote: AYES: All members of said Board shown present above voted "Aye". NOES: None. 2. That a tree, full and correct copy of the aforesaid Resolution passed 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; that the above and foregoing paragraph is a true, full and correct excerpt fi.om said Board's minutes of said Meeting pertaining to the passage 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; that each of the officers and members of said Board was duly and sufficiently notified offi- .. cially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for passage at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code and in accordance with the Bylaws of said Corporation. 3. That the President of said Corporation has approved and hereby approves the aforesaid Resolution and that the President and the Secretary of said Corporation hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said resolution for all purposes. SIGNED AND SEALED the 9th day of November, 1998. Secretary, Board of Directors President, Board of Directors SEAL 390 RESOLUTION AUTHORIZING THE ISSUANCE OF TAXABLE SALES TAX REVENUE BONDS, SERIES 1998, PROVIDING FOR THE SECURITY OF THE BONDS, AND ALL OTHER AUTHORIZATIONS AS NECESSARY, INCLUDING SALES TAX REMITTANCE AGREEMENT, AND ALL OTHER MATTERS RELATED THERETO THE STATE OF TEXAS § PARIS ECONOMIC DEVELOPMENT CORPORATION § WHEREAS, the City Council of the City of Paris, Texas (the "City"), a town located partially in a county with a population of 500,000 or fewer according to the most recent federal decennial census, called an election for thc purpose of receiving authority to levy a sales and use tax for the benefit of an industrial development corporation created under authority of thc Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended (the "Act"), all pursuant to the provisions of Section 4A of the Act; and WHEREAS, at an election held on May 1, 1993 a majority of the citizens of the City voting at said election authorized thc City to levy a sales and use tax on the receipts at retail of taxable items within the City at a rate of one-quarter of one percent; and WHEREAS, pursuant to the provisions of the Act, the City created the Paris Economic Development Corporation (the "Issuer"), a nonstock, nonprofit industrial development corporation created to act on behalf of the City to satisfy thc public purposes set forth in the Act; and WHEREAS, for the purpose of promoting and encouraging employment and the public welfare, the Issuer desires to refund a note entered into by the Issuer on July 15, 1998 with Liberty National Bank in the original principal amount, of $4,000,000 ("Note") which pledged the sales tax for security, which note was incurred in order to loan the proceeds to Paris Packaging, Inc. for the acquisition of Precision Packaging Plant in Paris, Texas which was to be closed with a loss of jobs unless this acquisition was accomplished in accordance with the Act; and WHEREAS, the Issuer has entered into a Development Contract dated as of July 15, 1998 with Paris Packaging, Inc. by which Paris Packaging, Inc. agrees to maintain a specified amount of employees with the manufacturing facility located at Paris, Texas in order to prevent thc loss ofjobs; and WHEREAS, such Note is subject to prepayment at any time and will be retired upon the delivery date of the Bonds; and WHEREAS, in accordance with thc provisions of Section 4A of thc Act, the City shall timely transfer to the Issuer the proceeds of the aforesaid sales and use tax, in accordance with the terms and conditions of that certain sales Tax Remittance A. greement, dated as of December 1, 1998, between the City and the Issuer; and 1 391 WHEREAS, the Board of Directors of the Issuer finds it necessary and advisable to authorize the issuance of the hereinafter described bonds for the purposes hereinafter described. THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION THAT: Section 1. AMOUNTAND PURPOSE OF THE BONDS. TheBoard of Directors of the Issuer hereby incorporates the recitals set forth in the preamble hereto as if set forth in full at this place and further finds and determines that said recitals are true and correct. The bonds of the Issuer are hereby authorized m be issued and delivered in the aggregate principal mount of $4,200,000 for the purpose of paying all or part of the cost of refunding the Issuer's Note in the original principal amount of $4,000,000 initially issued to be loaned to Paris Packaging, Inc., which used the proceeds together with other moneys to acquire the Precision Printing Plant in Paris, Texas (the "Project") for the specific purpose of the promotion and encouragement of employment and the public welfare. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND MATURITIES OF BONDS. Each Bond issued pursuant to this Resolution shall be designated: "PARIS ECONOMIC DEVELOPMENT CORPORATION TAXABLE SALES TAX REVENUE BOND, SERIES 1998", and initially there shall be issued, sold and delivered hereunder fully registered -- Bonds, without interest coupons, with the Bonds being dated December 1, 1998 in the respective denominations and principal amounts hereinafter stated, with the Bonds being numbered consecutively from R-1 upward, payable to the respective initial registered owners thereof (as designated in Section 27 hereof), or to the registered assignee or assignees of said Bonds or any portion or portions thereof(in each case, the "Registered Owner"), and said Bonds shall mature and be payable serially on September 1 thereafter, in the principal mounts, respectively, as set forth in the following schedule: YEAR AMOUNT YEAR AMOUNT 1999 $105,000 2009 $200,000 2000 115,000 2010 215 000 2001 120,000 2011 230 000 2002 130,000 2012 245 000 2003 135,000 2013 265 000 2004 145,000 2014 280 000 2005 155,000 2015 300 000 2006 165,000 2016 320 000 2007 180,000 2017 340 000 2008 190,000 2018 365 000 Section 3. INTEREST. The Bonds shall bear interest calculated on the basis of a 360-day -- year composed of twelve 30-day months from the dates specified in.the FORM OF BOND set forth in this Resolution to their respective dates of maturity at the following rates per annum, to-wit: 2 392 maturity 1999, 7.75% maturity 2009, 6.25% maturity 2000, 7.75% maturity 2010, 6.30% maturity 2001, 7.75% maturity 2011, 6.35% maturity 2002, 7.75% maturity 2012, 6.40% maturity 2003, 7.75% maturity 2013, 6.50% maturity 2004, 7.75% maturity 2014, 6.50% maturity 2005, 7.75% maturity 2015, 6.50% maturity 2006, 7.75% maturity 2016, 6.50% maturity 2007, 7.75% maturity 2017, 6.625% maturity 2008, 7.75% maturity 2018, 6.625% Said interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Resolution. Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration and Transfer. The Issuer shall keep or cause to be kept at the principal corporate trust office of The Bank of New York, New York, New York (the "Paying Agent/Registrar"), books or records for the registration of the transfer and exchange of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. To the extent possible and under reasonable circumstances, all transfers of Bonds shall be made within three business days after request and presentation thereof. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. Registration of each Bond may be transferred in the Registration Books only upon presentation and surrender of such Bond to the Paying Agent/Registrar for exchange or transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, (i) evidencing the assignment of the Bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii) the right of such assignee or assignees to have the Bond or any such portion thereof registered in the name of such assignee or assignees. A form of assignment shall be printed or endorsed on each Bond which shall be executed by the registered owner or its duly authorized attorney or representative to evidence an assignment thereof. Upon surrender of any Bonds or any portion or portions thereof for exchange or transfer of registration, an authorized representative of the Paying Agent/Registrar shall make such exchange or transfer in the Registration Books, and shall make notation of such exchange or transfer in the Assignment section appearing on each Bond to the assignee. The Issuer shall pay the Paying Agent/Registrars standard or customary fees and charges for making such transfer and delivery but the one requesting exchange or such transfer shall pay any taxes or other governmental 3 393 -- charges required to be paid with respect thereto. The Paying Agent/Registrar shall not be required to make exchange or transfers of registration of any Bond or any portion thereof(i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. As used herein, the term "Record Date" shall mean the 15th day of the month preceding an interest payment date. To the extent required by the Code and the Regulations, since the Bonds are deemed "taxable", it shall be the duty of the Paying Agent/Registrar, on behalf of the Issuer, to report to the owners of the Bonds and the Internal Revenue Service (i) the amount of "reportable payments", if any, subject to backup withholding during each year and the amount of tax witheld, if any, with respect to payments of the Bonds and (ii) the amount of interest or amount treated as interest on the Bonds and required to be included in gross income of the owner thereof. (b) Ownership of Bonds. The entity in whose name any Bond shall be registered in the Registration Books at any time shall be deemed and treated as the absolute owner thereof for all purposes of this Resolution, whether or not such Bond shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such Bond shall be made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (c) Payment of Principal of Obligation and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, and to act as its agent to convert and exchange or replace Bonds, all as provided in this Resolution. The Paying AgenffRegistrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all transfers and exchanges of Bonds, and all replacements of Bonds, as provided in this Resolution. (d) Replacement of Bonds: Authentication. Each Bond issued and delivered pursuant to this Resolution may be replaced as provided in this Section and Section 24 of this Resolution. If any Bond is replaced, the substitute Bond issued in replacement for such Bond thereof shall be in the denomination of any integral multiple of $5,000 and have a principal maturity date corresponding to the maturity date of the principal of the Bond it is replacing; and each such Bond shall bear interest at the rate applicable to and borne by the Bond it is replacing. The Paying Agent/Registrar shall replace Bonds as provided herein, and each fully registered bond delivered in replacement of any Bond as permitted or required by any provision of this Resolution shall constitute one of the Bonds for all purposes of this Resolution, and may again be replaced. Each Bond issued and delivered pursuant to this Resolution is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each Bond issued in replacement of any Bond or Bonds issued under this Resolution, there shall be printed a "PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE", in substantially the form set forth in Section 5 of this Resolution. An authorized representative of the Paying Agent/Registrar shall, before thc delivery of any such Bond, date and manually sign the above-described Authentication Certificate, and no such Bond shall be deemed 4 394 to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Bonds, if any, surrendered for replacement. No additional resolutions, Resolutions, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composition printed on paper with lithographed or steel engraved by order of customary weight and strength. Pursuant to Article 717k-6, Texas Revised Civil Statutes, and particularly Section 6 thereof, the duty ofreplacemeut of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above-described Authentication Certificate, the substitute Bond shall be vaiid, incontestable, and enforceable in the same manner and with the same effect as the Bond which originally was issued pursuant to this Resolution, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (e) In General. The Bonds originally issued hereunder and all Bonds issued in replacement of any Bond (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be exchanged for other Bonds (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND set forth in Section 5 of this Resolution. (f) Payment of Fees and Charees. The Issuer hereby covenants with the registered owners of the Bonds that it will pay the reasonable standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principai of and interest on the Bonds, when due. (g) Substitute Paving Agent/Registrar. The Issuer covenants with the registered owners of the Bonds that at ail times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Resolution, and that the Paying Agent/Registrar will be one entity. At the time of its appointment, any successor Paying Agenb~Registrar shall have a capital stock and surplus aggregating not less than $25,000,000. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principai or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Resolution. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying 395 -- Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Resolution, and a certified copy of this Resolution shall be delivered to each Paying Agent/Registrar. (h) Book-Entry Only System. The Bonds issued in exchange for the Bonds initially issued to the purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of Tbe Depository Trust Company of New York ("DTC"), and except as provided in subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created (DTC Participant) to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with -- respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Resolution to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the Resolution of the registered owners, as shown in the Registration Books as provided in this Resolution, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Resolution. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Resolution with respect to interest checks being mailed to the registered owner at the close of business on the -- Record date, the words "Cede & Co." in this Resolution shall refer to such new nominee of DTC. 6 396 (i) Successor Securities Depositorv: Transfers Outside Book-Entry Only System. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Resolution. (j) Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC. Section 5. FORMS OF BONDS. The forms of all Bonds including those Bonds issued in replacement of any Bond or portion thereof, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to appear on the Bonds originally issued hereunder, the form of Paying Agent/Registrar's certificate to be printed on each of such Bonds, and the Form of Assignment to be printed on each of the Bonds, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Resolution. 397 -- FORM OF BOND R- PRINCIPAL AMOUNT $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF LAMAR PARIS ECONOMIC DEVELOPMENT CORPORATION TAXABLE SALES TAX REVENUE BOND SERIES 1998 DATE OF INTEREST RATE MATURITY DATE ORIGINAL ISSUE CUSIP NO. December 1, 1998 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS -- ON THE MATURITY DATE specified above, PARIS ECONOMIC DEVELOPMENT CORPORATION (the "Issuer"), being a nonstock, nonprofit indusuial development eorporatiun organized and existing under the laws of the State of Texas, including particularly the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended (the "Act"), and acting on behalf of the City of Paris, Texas (the "City"), hereby promises to pay to the registered owner set forth above or to the assignee or assignees thereof(either being hereinafter called the "registered owner") the principal amount set forth above, and to pay interest thereon fi:om the date of the original issue specified above, to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above with interest being payable on March I, 1999, and semiannually on each September 1 and March 1 thereafter; except that if the date of authentication of this Bond is later than the first Record Date (hereinafter defined), such principal amount shall bear interest fi:om the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which ease such principal amount shall bear interest from such next following interest payment date. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of The Bank of New York, New York, New York, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or draft, dated as of such interest payment date, 8 397 drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the Bond Resolution to be On deposit with the Paying Agent/Registrar for such purpose as herein- after provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the 15th day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described, or by such other method, acceptable to the Paying Agent/Registrar, requested by and at the risk and expense of the registered owner. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Bondholder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity, or upon the redemption of this Bond prior to maturity as provided herein, shall be paid to the registered owner upon presentation and surrender of this Bond for payment at the principal corporate mast office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date and interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Debt Service Fund" created by the Bond Resolution, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of an issue of Bonds initially dated as of December 1, 1998, authorized in accordance with the Constitution and laws of the State of Texas, including particularly the Act, in the original principal amount of $4,200,000 for the purpose of paying all or part of the cost of refunding the Issuers Note in the original principal amount of $4,000,000 initially issued to be loaned to Paris Packaging, Inc., which used the proceeds together with other moneys to acquire the Precision Printing Plant in Paris, Texas (the "Project") for the specific purpose of the promotion and encouragement of employment and the public welfare. ON SEPTEMBER I, 2008, or any date thereaf~er, the Bonds of this Series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available 9 399 source, as a whole, or in part, and, if in part, the maturity or maturities of Bonds and the amounts -- thereof, to be redeemed shall be selected and designated by the Issuer, and the Issuer shall direct the Paying Agent/Registrar to call by lot Bonds, or ponious thereof within such maturities and in such principal amounts, for redemption (provided that a portion of this Bond may be redeemed only in an integral multiple of $5,000), at the prepayment or redemption price of the principal amount thereof, plus accrued interest to the date fixed for prepayment or redemption. AT LEAST 30 days prior to the date fixed for redemption, written notice of such redemption shall be given by the Paying Agent/Registrar by United States mail, first class postage prepaid, to the registered owner of each Bond to be redeemed at its address as it appeared on the books of the Paying Agent/Registrar on the forty-fifth day prior to the date fixed for redemption. The failure to receive such notice in writing, or any defect therein, or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of Bonds. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given and if due provision for such payment is made, all as provided above, the Bonds which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest from the Paying Agent/Registrar out oftbe funds provided for such payment. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Resolution, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Resolution. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agant/Registxar, evidencing assignment of this Bond to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or. are to be transferred and registered. The form of Assignment printed or endorsed on this Bond shall be executed by the registered owner or its duly authorized attorney or representative to evidence the assignment hereof. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such transfer, but the one requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall not be required to make transfers of __ registration of this Bond or any portion hereof (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following 10 400 principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. The registered owner of this Bond shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or othenvise ceases to act as such, the Issuer has covenanted in the Resolution that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will canse written notice thereof to be mailed to the registered owners of the Bonds. BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Resolution, agrees to be bound by such terms and provisions, acknowledges that the Resolution is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Resolution constitute a contract between each registered owner hereof and the Issuer. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, sold, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; that this Bond is a special obligation of the Issuer; that neither the State of Texas, the City, nor any political corporation, subdivision, or agency of the State of Texas, nor any member of the Board of Directors of the Issuer, either individually or collectively, shall be obligated to pay the principal of or the interest on this Bond and neither the faith and credit nor the taxing power (except as described below) of the State of Texas, the City, or any other political corporation, subdivision, or agency thereof is pledged to the payment of the principal of or the interest on this Bond; that the principal of and interest on this Bond are secured by and payable from a first lien on and pledge of certain funds created under the Resolution and the revenues defined in the Resolution as the "Pledged Revenues", which include the proceeds received by the City and transferred to the issuer from a one qumer of one percent sales and nsc tax levied for the benefit of the Issuer by the City (the "Sales Tax") pursuant to Section 4A of the Act; and that the registered owner hereof shall not have the right to demand payment of the principal of or interest on this Bond from any tax proceeds other than the Pledged Revenues collected by the City for the benefit of the Issuer by the City pursuant to Section 4A of the Act, or from any other source. THE ISSUER has reserved the right, subject to restrictions stated and adopted by reference in the Resolution authorizing this Series of Bonds, to issue additional parity revenue bonds which also may be made payable from and secured by a lien on and pledge of the aforesaid Pledged Revenues. 11 401 __ IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the President of the Board of Directors of the Issuer and countersigned with the manual or facsimile signature of the Secretary of the Board of Directors of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. Secretary, Board of Directors President, Board of Board of Directors (SEAL) FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTERNO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Wimess my signature and seal this (COMPTROLLER'S SEAL) Comptroller of Public Accounts -- of the State of Texas FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE: PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Resolution described on the face of this Bond; and that this Bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: The Bank of New York By Authorized Representative 12 402 FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized represantative or attorney thereof, hereby assigns this Bond to (Assignees Social Security (print or type Assigncc's name ~ or Taxpayer Identification Number) and address, including zip code) and hereby irrevocably constitutes and appoints attorney to t~msfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full power of substitution in the premises. Dated Signature Guaranteed: NOTICE: This signature most be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. Registered Owner NOTICE: This signature must correspond with the name of the Registered Owner appearing on the face of this Bond in every particular without alteration or enlargement or any change whatsoever. Section 6. DEFINITIONS. As used in this Resolution, the following terms shall have the meanings set forth below, unless the text hereof specifically indicates otherwise: (a) "Act" shall mean the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended including particularly Section 4A thereof. (b) "Additional Bonds" shall mean the additional parity revenue bonds which the Issuer reserves the right to issue in the future in accordance with Section 21 of this Resolution. (c) "Board" shall mean the Board of Directors of the Issuer. (d) "Bond" or "Bonds" or "Series 1998 Bonds" shall mean the Paris Economic Development Corporation Taxable Sales Tax Revenue Bunds, Series 1998, in the aggregate principal amount of $4,200,000, authorized to be issued by this Resolution. (e) "Bonds Similarly Secured" shall mean the Previously Issued Bonds, the Bonds and Additional Parity Bonds. (f) "Bond Insurer" shall mean the insurance company named in the winning bid. (g) "City" shall mean the City of P.aris, Tekas. 13 403 (h) "Code" shall mean the Intemal Revenue Code of 1986, as amended. (i) "Comptroller" shall mean thc Comptroller of Public Accounts of the State of Texas, and any successor official or officer thereto. (j) "Cost" shall mean with respect to the Project, the cost of acquisition, construction and improvement, along with payment of Note issued and incurred for the Project as provided in the Act, including, without limitation, the cost of the acquisition of all land, rights-of-way, property rights, easements, and interests, the cost of all machinery and equipment, financing charges, interest during construction, necessary reserve funds, cost of estimates and of engineering and legal services, plans, specifications, surveys, estimates of cost and of revenue, other expenses necessary or incident to determining the feasibility and practicability of acquiring, constructing, reconstructing, improving, and expanding any such Project, administrative expense, and such other expense as may be necessary or incident to the acquisition, construction, reconstruction, improvement, and expansion thereof, the placing of the same in operation, and the financing of the Project. (k) "Debt Service" shall mean as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the Issuer as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations -- without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed prior to maturity in accordance with thc mandatory redemption provisions applicable thereto. (l) "Depository Bank" shall mean the official depository bank of the City. (m) "Fiscal Year" shall mean the fiscal year of the Issuer, being the twelve month period ending September 30 of each year. (n) "Investment Act" shall mean the Public Funds Investment Act of 1987, Chapter 2256, Texas Government Code. (o) "Issuer" shall mean Paris Economic Development Corporation (p) "Municipal Bond Insurance Policy" shall mean the municipal bond new issue insurance policy issued by the Bond Insurer that guarantees payment of principal of and interest on the Bonds. (q) "Paying Agent/Registrar" shall mean the financial institution so designated in accordance with the provisions of Section 4 of this Resolution. (r) "Pledged Revenues" shall mean the Sales Tax, less .any amounts due or owing to the Comptroller as charges for collection or retention by the Comptroller for refunds and to redeem 14 404 dishonored checks and drafts, to the extent such charges and retentions are authorized or required by law. (s) "Previously Issued Bonds" shall mean the outstanding revenues bonds of the Issuer payable fi.om and secured by a first lien on and pledge of the Pledged Revenues, if any. (t) "Project" shall mcan refunding the Issuer's note in the original principal amount of $4,000,000 initially issued to be loaned to Paris Packaging, Inc., which used the proceeds together with other moneys to acquire the precision printing plant in Paris, Texas, in order to promote and encourage employment and public welfare by the acquisition of the precision printing plant which will save the City bom the loss of those jobs. (u) "Required Reserve Amount" shall mean the average annual Debt Service requirements on the outstanding bonds of the Corporation. (v) "Sales Tax" shall mean the one-quarter of one percent sales and use tax levied by the City within the boundaries of the City as they now or hereafter exist, together with any increases in the aforesaid rate if provided and authorized by the laws of the State of Texas, including specifically the Act, and collected for the benefit of the Issuer and the Project, all in accordance with the Act, including particularly Section 4A thereof. (w) "Transfer Agreement" shall mean the Sales Tax Remittance Agreement dated as of December 1, 1998, between the City and the Issuer. Section 7. PLEDGE. The Bonds and any Additional Bonds and any interest payable thereon, are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues; and the Pledged Revenues are further pledged to the establishment and maintenance of the Debt Service Fund and the Reserve Fund as hereinafter provided. The Bonds, the Outstanding Bonds, and any Additional Bonds are and will be secured by and payable only from the Pledged Revenues and amounts on deposit in the Debt Service Fund and the Reserve Fund, and are not secured by or payable from a mortgage or deed of trust on any real, personal or mixed properties constituting the Project. Section 8. REVENUE FUND. There has been created and established on the books of the Issuer, and accounted for separate and apart from all other funds of the Issuer, a special fund entitled the "Paris Economic Development Corporation Sales Tax Revenue Fund" (hereinafter called the "Revenue Fund"). All Pledged Revenues shall be credited to the Revenue Fund immediately upon receipt. Monies in said Fund shall be maintained by the Issuer at its Depository Bank. Section 9. DEBT SERVICE FUND. For the sole purpose of paying the principal of and interest on the Bonds and any Additional Bonds, as the same come due, there shall be created and established on the books of the Issuer a separate fund entitled the "Paris Economic Development Corporation Sales Tax Revenue Bonds Debt Service Fund" (hereinafter called the "Debt Service Fund"). Monies in said Fund shall be maintained by the Issuer's Depository Bank. 15 4O5 Section 10. RESERVE FUND. There has been created and established on the books of the Issuer a separate fund entitled the "Paris Economic Development Corporation Sales Tax Revenue Bonds Reserve Fund" (hereinafter called the "Reserve Fund"). Monies in said Fund shall be used solely for the purpose of retiring the last of any Bonds and Additional Bonds as they become due or paying principal of and interest on any Bonds when and to the extent the mounts .in the Debt Service Fund are insufficient for such purpose. Monies in said Fund shall be maintained by the Issuer's Depository Bank. Section 11. DEVELOPMENT FLrND. (a) There shall be created and established on the books of the Issuer a separate fund entitled the "Paris Economic Development Corporation Series 1998 Development Fund" (hereinafter called the "Development Fund"). The Development Fund shall be held by the Depository for the Issuer and shall be subject to and charged with a lien in favor of the registered owners of the Bonds until said monies on deposit therein are paid out as herein provided. The proceeds from the sale of the Bonds, other than any accrued interest and capitalized interest (which shall be deposited to the credit of the Debt Service Fund) and any proceeds identified in Section 29 hereof to be deposited to the credit of the Reserve Fund, or used to prepay the Note, shall be credited to the Development Fund together with such amounts required to fund the cost of the Project alter making required monthly deposits to the Debt Service Fund and Reserve Fund. All interest and profits from investments made with moneys in the Development Fund shall remain on deposit in the Development Fund and as part thereof. (b) Money in the Development Fund shall be subject to disbursement by the Issuer for the payment to Liberty National Bank, as the owner of the Note, which shall be prepaid on the date of delivery of the Bonds together with other moneys of the Issuer may be used as part of the cost of the Project. Section 12. TRANSFER. (a) Pursuant to the provisions of the Transfer Agreement, the City has agreed to do any and all things necessary to accomplish the transfer of the Sales Tax collected for the benefit of the Issuer to the Revenue Fund on a monthly basis. The Transfer Agreement shall govern matters with respect to the collection of Sales Taxes from the Comptroller, credits and refunds due and owing to the Comptroller, and other matters with respect to the collection and transfer of the Sales Tax. The City shall maintain the proceeds from the collection of the Sales Tax in a trust account separate from all other funds of the City, with such trust account to be maintained at an official depository bank of the City. (b) The President and the Treasurer of the Board are hereby ordered to do any and all things necessary to accomplish the transfer of monies to the Debt Service Fund in ample time to pay the principal of and interest on the Bonds and any Additional Bonds. Section 13. DEPOSITS OF PLEDGED REVENUES; INVESTMENTS. (a) The Pledged __ Revenues shall be deposited in the Debt Service Fund, Reserve Fund and Development Fund as required by this Resolution. 16 4O6 (b) Money in any Fund established by this Resolution may, at the option of the Board, be invested in authorized investments as described in the Investment Act; provided that all such deposits and investments shall have a par value (or market value when less than par) exclusive of accrued interest at all times at least equal to the amount of money credited to such Funds, and shall be made in such manner that the money required to be expended from any Fund will be available at the proper time or times. Money in the Reserve Fund shall not be invested in securities maturing later than the final maturity of the Bonds and any Additional Bonds. Such investments shall he valued in terms of current market value as of the last day of each year, except that direct obligations of the United States (State and Local Government Series) in book-entry form shall be continuously valued at their par or face principal amount. Such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds, or any Additional Bonds. Section 14. FUNDS SECURED. Money in all Funds created by this Resolution, to the extent not invested, shall be secured in the manner prescribed by law for securing funds of the City. Section 15. DEBT SERVICE REQUIREMENTS. (a) Promptly after the delivery of the Bonds, the Issuer shall cause to be deposited to the credit of the Debt Service Fund any accrued interest received from the sale and delivery of the Bonds, as described in Section 29 hereof, and any such deposit shall be used to pay the interest next coming due on the Bonds. Co) The Issuer shall transfer or cause to be transferred Pledged Revenues on deposit in the Revenue Fund, and deposit to the credit of the Debt Service Fund the amounts, at the times, as follows: (1) Such amounts, in substantially equal monthly installments, deposited on or before the 10th day of each month hereafter, as will be sufficient, together with other amounts, if any, then on hand in the Debt Service Fund and available for such purpose, to pay the interest scheduled to accrue and come due on the Bonds on the next succeeding interest payment date. (2) Such amounts, in substantially equal monthly installments, deposited on or before the 10th day of each month hereafter, as will be sufficient, together with other amounts, if any, then on hand in the Debt Service Fund and available for such purpose, to pay the principal scheduled to mature and come due on the Bonds on the next succeeding principal payment date. Section 16. RESERVE REQUIREMENTS. The Issuer shall transfer or cause to be transferred to the Reserve Fund $165,654.24 from the Bond proceeds and $233,054.48 from other moneys of the Issuer, for an aggregate amount of $388,708.72, being the Required Reserve Amount. When and so long as the money and investments in the Reserve Fund are not less than the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund. When and if the Reserve Fund contains less than the Required Reserve Amount due to the issuance of the Bonds or any Additional Bonds, beginning on the 10th day of the month following the delivery of the Bonds 17 407 to the purchasers thereof, and continuing for sixty months, the Issuer shall mmsfer or cause to be transferred Pledged Revenues on deposit in the Revenue Fund, and deposit to the credit of the Reserve Fund an amount equal to 1/60th of the difference determined as of such delivery date between the amount in the Reserve Fund and the Required Reserve Amount. When and if the Reserve Fund at any time contains less than the Required Reserve Amount due to any cause or condition other than the issuance of the Bonds or any Additional Bonds, then, subject and subordinate to making the required deposits to the credit of the Debt Service Fund, such deficiency shall be made up as soon as possible from the next available Pledged Revenues, or from any other sources available for such purpose. The Issuer may withdraw and use, for any purpose not inconsistent with the provisions of the Act, including deposits to the Debt Service Fund, all surplus in the Reserve Fund over the Required Reserve Amount. Section 17. TRANSFER. (a) Pursuant to the provisions of the Transfer Agreement, which is hereby approved in substantially the form attached hereto, the City has agreed to do any and all things necessary to accomplish the transfer of the Sales Tax collected for the benefit of the Issuer to the Revenue Fund on a monthly basis. The Transfer Agreement shall govern matters with respect to the collection of Sales taxes from the Comptroller, credits and refunds due and owing to the Gomptroller, and other matters with respect to the collection and mmsfer of the Sales Tax. The President and Secretary of the Board are hereby authorized to execute the Transfer Agreement on behalf of the Corporation. (b) The President and the Treasurer of the Board are hereby ordered to do any and all things necessary to accomplish the transfer of money to the Funds established hereby in ample time to pay the principal of and interest on the Bonds. Section 18. INVESTMENTS. Money in any Fund established by this Resolution may, at the option of the Board, be invested in eligible investment securities as described in the Investment Act that are direct' obligations of the United States of America, with maturities not to exceed five years; provided that all such deposits and investments shall have a par value (or market value when less than par) exclusive of accrued interest at all times at least equal to the amount of money credited to such Funds, and shall be made in such manner that the money required to be expended from any Fund will be available at the proper time or times. Money in the Reserve Fund shall not be invested in securities maturing later than the final maturity of the Bonds and any Additional Bonds. Such investments shall be valued in terms of current market value as of the last day of each Fiscal Year, except that direct obligations of the United States (State and Local Government Series) in book-entry form shall be continuously valued at their paror face principal amount. Such investments shall be sold promptly when necessary to prevent any default in eonnectiun with the Bonds, the Outstanding Bonds or any Additional Bonds. Section 19. PAYMENT. On or before March 1, 1999, and semiannually on or before each -- September 1 and March 1 thereafter while any of the Bonds are outstanding and unpaid, the Paying 18 408 Agent/Registrar shall make payment of the principal of and interest on the Bonds and the Additional Bonds to the holders thereof with funds transferred from the Issuer. Section 20. DEFICIENCIES; EXCESS PLEDGED REVENUES. (a) If on any occasion there shall not be sufficient Pledged Revenues to make the required deposits into the Debt Service Fund and the Reserve Fund, then such deficiency shall be made up as soon as possible from the next available Pledged Revenues, or from any other sources available for such purpose. Co) Subject to making the required deposited to the credit of the Debt Service Fund and the Reserve Fund when and as required by this Resolution, or any resolution authorizing the issuance of Additional Bonds, the excess Pledged Revenues may be used by the Issuer for any lawful purpose not inconsistem with the Act. Section 21. ADDITIONAL BONDS. (a) The Issuer shall have the right and power at any time and from time to time and in one or more series or issues, to authorize, issue and deliver additional parity revenue bonds (herein called "Additional Bonds"), in accordance with law, in any amounts, for purposes of financing of projects (including the Project) under the provisions of the Act, or for the purpose of refunding of any Bonds, Additional Bonds or other obligations of the Issuer incurred in connection with the financing of projects under the provisions of the Act. Such Additional Bonds, if and when authorized, issued and delivered in accordance with this Resolution, shall be secured by and made payable equally and ratably on a parity with the Bonds, and all other outstanding Additional Bonds, fi.om a first lien on and pledge of the Pledged Revenues. (b) That the Debt Service Fund and the Reserve Fund established by this Resolution shall secure and be used to pay all Additional Bonds as well as the Bonds. However, each resolution under which Additional Bonds are issued shall provide and require that, in addition to the amounts required by the provisions of this Resolution and the provisions of any other resolution or resolutions authorizing Additional Bonds to be deposited to the credit of the Debt Service Fund, the Issuer shall deposit to the credit of the Debt Service Fund at least such amounts as are required for the payment of all principal and interest on said Additional Bonds then being issued, as the same come due; and that the aggregate amount to be aceumuiated and maintained in the Reserve Fund shall be increased (if and to the extent necessary) to the new Required Reserve Amount for all Bonds and Additional Bonds which will be outstanding after the issuance and delivery of the then proposed Additional Bonds; and that the required additional amount shall be so accumulated by the deposit in the Reserve Fund of all or any part of said required additional amount in cash immediately aider the delivery of the then proposed Additional Bonds, or, at the option of the Issuer, by the deposit of said required additional amount (or any balance of said required additional amount not deposited in cash as permitted above) in monthly installments, made on or before the 10th day of each month following the delivery of the then proposed Additional Bonds, of not less than 1/60th of said required additional amount (or 1/60th of the balance of said required additional amount not deposited in cash as permitted above). 19 409 -- (c) That all calculations of average annual principal and interest requirements made pursuant to this section shall be made as of/md from the date of the Additional Bonds then proposed to be issued. (d) No installment, series or issue of Additional Bonds shall be issued or delivered unless: (i) The President/md the Secretary of the Board of the Issuer sign a written certificate to the effect that the Issuer is not in default as to any covenant, condition or obligation in connection with all outstanding Bonds Similarly Secured, and the resolutions authorizing same, and that the Debt Service Fund/md the Reserve Fund each contains the amount then required to be therein; (ii) An independent certified public accountant, or independent finn of certified public accountants, signs a written certificate to the effect that, during either the next preceding fiscal year, or any twelve consecutive calendar month period ending not more than ninety days prior to the date of the then proposed Additional Bonds, the Pledged Revenues were, in her, his or its opinion, at least equal to 1.50 times the average annual principal and interest requirements of the Debt Service (computed on a fiscal year basis) of all Bonds Similarly Secured to be outstanding after the issuance of then pwposed Additional Bonds; __ (iii) The governing body of the City by official action approves the issuance of the Bonds, as required by the Act. Section 22. GENERAL COVENANTS. The Issuer further covenants and agrees that in accordance with and to the extent required or permitted by law: (a) Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Resolution and in every Bond; it will promptly pay or cause to be paid the principal of and interest on every Bond on the dates/md in the places and manner prescribed in this Resolution/md the Bonds; and it will, at the times and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the Funds created hereby; and any registered owner of the Bonds may require the Issuer, its officials and employees to carry out, respect or enforce the covenants and obligations of this Resolution, by all legal/md equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the Issuer, its officials and employees, or by the appointment of a receiver in equity. (b) Legal Authority. It is a duly created and existing industrial development Corporation, and is duly authorized under the laws of the State of Texas, including the Act, to create and issue the Bonds; that all action on its part for the creation and issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the registered owners thereof are and will be -- valid and enforceable special obligations of the Issuer in accordance with their terms. 20 410 (e) Further Encumbrance. It, while the Bonds or any Additional Bonds are outstanding and unpaid, will not additionally encumber the Pledged Revenues in any manner, except as permitted in this Resolution in connection with Additional Bonds, unless said encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Resolution; but the right of the Issuer to issue revenue bonds payable from a subordinate lien on the Pledged Revenues, in accordance with the provisions of the Act, is specifically recognized and retained. (d) Sale or Disposal of Project. It, while the Bonds or any Additional Bonds are outstanding and unpaid, will not sell, convey, mortgage, or in any manner transfer title to, or otherwise dispose of the Project, if any title of the Project is vested in the Issuer, or any significant or substantial part thereof, without the approval of the governing body of the City. (e) Collection of Sales Tax. (i) The Issuer hereby confirms the earlier levy by the City of the Sales Tax at the rate voted at the election held by and within the City on May 1, 1993, and the Issuer hereby warrants and represents that the City has duly and lawfully ordered the imposition and collection of the Sales Tax upon all Sales, uses and transactions as are permitted by and described in the Act throughout the boundaries of the City as such boundaries existed on the date of said election and as they may have been expanded thereafter. (ii) For so long as any Bonds or Additional Bonds are outstanding, the Issuer covenants, agrees and warrants to take and pursue all action permissible under applicable law to cause the Sales Tax, at said rate or at a higher rate if permitted by applicable law, to be levied and collected continuously, in the manner and to the maximum extent permitted by applicable law, and necessary or desirable, and to cause no reduction, abatement or exemption in the Sales Tax or rate of tax below the rate stated, confirmed and ordered in subsection (e)(i) of this Section to be ordered or permitted so long as any Bonds or Additional Bonds shall remain outstanding. (iii) If the City shall be authorized hereafter by applicable law to apply, impose and levy the Sales Tax on any taxable items or uansactiuns that are not subject to the Sales Tax on the date of the adoption hereof, the Issuer, to the extent it legally may do so, hereby covenants and agrees to use its best efforts to cause the City to take such aetiun as may be required by applicable law to subject such taxable items or transactions to the Sales Tax. (iv) The Issuer agrees to take and pursue all action permissible under applicable law to cause the Sales Tax to be collected and remitted and deposited as herein required and as required by the Act, at the earliest and most frequent times permitted by applicable law. (v) The Issuer agrees and covenants at all times to use its best efforts to cause the City to comply with the Transfer Agreement. 21 411 (f) .Records. It will keep proper books of record and account in which full, tree and correct entries will be made of ail dealings, activities and transactions relating to the Project, the Pledged Revenues and the Funds created pursuant to this Resolution, and ail books, documents and vouchers relating thereto shall at ail reasonable times be made available for inspection upon request of any bondholders. (g) Corporate Existence. It will maintain its corporate existence during the time that any Bonds are outstanding hereunder. Section 23. DEFEASANCE OF BONDS. (a) Any Bond and the imerest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Resolution, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity, upon redemption, or otherwise) either (i) shail have been made or caused to be made in accordance with the terms thereof(including the giving of any required notice of redemption) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all -- Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the Pledged Revenues herein pledged as provided in this Resolution, and such principal and interest shall be payable solely from such money or Government Obligations. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and ail income fi'om such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shail be turned over to the Issuer, or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" as used in this Section, shail mean non cailable direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by Ihe United States of America, which may be United States Treasury obligations such as its State and Local Government Series, which may be in book- entry form. (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar -- shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Resolution. 22 412 Section 24. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Revlacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing, Replacement Bonds. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Resolution equally and proportionately with any and all other Bonds duly issued under this Resolution. (e) Authority for Issuing Replacement Bonds. In accordance with Section 6 of Article 717k- 6, Texas Revised Civil Statutes, this Section shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 4(d)of this Resolution, for Bonds issued in conversion and exchange for other Bonds. 23 413 __ Section 25. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND BOND INSURANCE, IF OBTAINED. The President of the Board of the Issuer is hereby authorized to have control of each Bond issued hereunder and all necessary records and proceedings pertaining to each Bond pending their delivery and their investigation, examination, and approval by the Attorney Genaral of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of each Bond said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate On each Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on each Bond or on any Bonds issued and delivered in conversion of and exchange or replacement of any Bond, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds. In addition, an appropriate statement of insurance supplied by a municipal bond insurance company providing insurance, if any, covering ail or any part of the Bonds may be printed or attached to the Bonds. Section 26. COVENANTS REGARDING TAX EXEMPTION. The Issuer covenants that the Bonds are taxable and do not constitute obligations described in Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and all applicable temporary, proposed and final regulations and procedures promulgated thereunder or promulgated under the Internal Revenue Code of 1954, to the extent applicable to the Code. Accordingly, the Issuer covenants to take such actions, -- or refrain from such actions as to assure that the Bonds are not obligations described in Section 103(a) of the Code. Section 27. CONTINUING DISCLOSURE. (a) Annual Reports. (i) The Issuer shall provide annually to any SID, within six months after the end of each fiscai year ending in or after 1998, financiai information and operating data with respect to the Issuer of the general type described in Exhiblt A. Any financial statements so to be provided shall be prepared in accordance with the accounting principles described in Exhibit A thereto, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and audited, if the Issuer commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financiai statements is not complete within such period, then the Issuer shail provide audited financial statements for the applicable fiscal year to each any SID, when and if the audit report on such statements become available. (ii) If the Issuer changes its fiscal year; it will notify any SID of the change (and of the date of the new fiscai year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an officiai statement or other offering document, if it is available from the MSRB) that theretofore has been -- provided to any SID or filed with the SEC. 24 414 (b) Material Event Notices. The Issuer shall notify any SID or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds. 7. Modifications to rights of holders of the Bonds; 8. Bond calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds and 11. Rating changes. The Issuer shall notify any SID or the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. (c) Limitations. Disclaimers. and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS .SECTION, BUT EVERY RIGHT AND REMEDY 25 415 OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIM/TED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. (v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if(1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as bond counsel) determined that such amendment will not materially impair the interest of the holders and beneficial owners of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (a) of this Section an explanation, in narrative form, of the reason for the amendment and -- of the impact of any change in the type of financial information or operating data so provided. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not.prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. (d) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15e2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. 26 416 Section 28. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to SALOMON SMITH BARNEY for the par value thereof plus accrued interest thereon to date of delivery. It is further officially found, determined, and declared that the Bonds have been sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to an Official Notice of Sale and Bidding Instructions and Official Statement dated October 30, 199g, prepared and distributed in connection with the sale of the Bonds. Said Official Notice of Sale and Bidding Instructions and Official Statement, and any addenda, supplement, or amendment thereto have been and are hereby approved by the governing body of the Issuer, and their use in the offer and sale of the Bonds is hereby approved. It is further officially found, determined, and declared that the statements and representations contained in said Official Notice of Sale and Bidding Instructions and Official Statement are mae and correct in all material respects, to the best knowledge and belief of the governing body of the Issuer. Section 29. USE OF BOND PROCEEDS. The proceeds from the sale of the Bonds, other than costs of issuance paid in accordance with an instruction letter of the Issuer, shall be deposited to the credit of the various Funds created by this Resolution as follows: (a) in the Debt Service Fund, the accrued interest from the sale of the Bonds; (b) in the Reserve Fund, $165,654.24. (c) the Development Fund, the balance of said proceeds except for the amount to be used for the retirement of the Note on the date of delivery of Bonds with the Notice of Prepayment authorized hereby as Exhibit B to be delivered to Liberty National Bank, Paris, Texas; as set forth in an instruction letter to be delivered to the Paying Agent/Registrar Depository Bank at closing. Section 30. EXECUTION OF DOCUMENTS. The President, Vice President, Secretary and Treasurer of the Board of the Issuer are hereby authorized to execute, deliver, attest and affix the seal of the Issuer to all documents and instruments necessary and appropriate in connection with the issuance, sale and delivery of the Bonds, including, without limitation, the Transfer Agreement and, the Paying Agent/Registrar Agreement in substantially the forms attached hereto and made a part hereof for all purposes as Exhibits C and D. Section 31. PREAMBLE. The findings and preambles set forth in this Resolution are hereby incorporated into this Resolution and made a part hereof for all purposes. 27 417 -- EXHIBIT A DESCRIPTlON OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 26 of this Resolution. I. Annual Financial Statements and Operating Data The financial information and operating data with respect to the Issuer to be provided annually in accordance with such Section are as specified below: Annual audited financial statement with respect to the Issuer for the fiscal year ending September 30, 1998 and each fiscal year thereafter. Tables numbered 4, 6 and 8 as included in Appendix A to the Official Statement and the annual audit. Accounting Principles The accounting principles referred to in such Section are the accounting principles as w!ll be described in the notes to the financial statements referred to in paragraph I above. 28 418 EXHIBIT B NOTICE OF PREPAYMENT Mr. P. R. Cecil, President Liberty National Bank 305 Lamar Ave. Paris, Texas 75460 Re: Note of Paris Economic Development Corporation Dated July 15, 1998 in the original principal amount of $4,000,000 Dear Mr. Cecil: Please be advised that this letter which constitutes a Notice of Prepayment of the captioned Note on December 10, 1998. The Corporation will transfer to your bank the settlement price for prepayment of the Note in the outstanding principal amount of $3,966,090.88 and accrued interest to date of prepayment of $18,254.88 for a total amount of $3,984,345.76. Sincerely, PARIS ECONOMIC DEVELOPMENT CORPORATION President, Board of Directors cc: Don McLaughlin 29 419 Boardmember Dick Amis made a motion, seconded by Boardmember Barney Bray, that this resolution be adopted, and the Board voted unanimously to adopt the resolution. -- President Rhodes stated that the next item on the agenda was approval of the minutes from the previous meeting of the Paris Economic Development Corporation. He asked if there were any corrections or additions to the minutes of the previous meeting and there were none. Boardmember Barney Bray made a motion, seconded by Boardmember Dick Amis, that the minutes be.approved as presented. The motion carried unanimously. President Rhodes asked Gene Anderson, Director of Finance, to give the financial report for the month of October. President Rhodes asked if anyone had any questions, and there were none. Boardmember Jay Guest made a motion, seconded by Boardmember Barney Bray, that the financial report be approved as presented. The motion carried unanimously. President Rhodes asked Gary Vest to give the Director's Report. Mr. Vest discussed responses received due to the advertising program and stated that the PANDA Project was moving ahead. He said that International Piping Systems has signed all the documents with Babcock & Wilcox and they will officially close the second or third week in December with the plant scheduled to open in January. Mr. Vest said that they continue to work on the Texas Clean Air Strategy in connection with T.N.R.C.C. He said that they have started a letter campaign __ concerning the Texas Clean Air Strategy, and he encouraged all the boardmembers to write a letter opposing Lamar County's inclusion in the counties under the Texas Clean Air Strategy. President Rhodes asked if there was any other business and there being none he declared the board meeting adjourned. President Michael Rhodes ATTEST: Assistant City Clerk, Barbara Denny