Loading...
HomeMy WebLinkAboutR-298-6-80RESOLUTION NO. � gg A RESOLUTION - APPROVING BOND PURCHASE AGREEMENT OF $5,500,000 CITY OF ALLEN INDUSTRIAL DEVELOPMENT CORPORATION IN- DUSTRIAL DEVELOPMENT REVENUE BOND (J. NORTON, INC. PROJECT) BETWEEN THE CITY OF ALLEN INDUSTRIAL DEVELOPMENT COR- PORATION AND FIRST CITY BANK OF DALLAS AND APPROVING RESOLUTION OF SAID COR- PORATION AUTHORIZING SAID BOND AND BOND PURCHASE AGREEMENT WHEREAS, the City of Allen (the "Unit"), a political subdivision, has approved and authorized the creation of the City of Allen Industrial Develop- ment Corporation (the "Corporation") as a Texas non-profit corporation, pursuant to the provisions of the Development Corporation Act of 1979, (the "Act"), to act on behalf of the Unit to promote and develop commercial, industrial and manufacturing enterprises to promote and encourage employment and the public welfare; and WHEREAS, the Corporation is authorized by the Act to issue industrial development revenue bonds on behalf of the Unit for the purpose of paying all or part of the cost of commerial, industrial or manufacturing "project," as defined in the Act, and to sell or lease the project or to loan the proceeds of the bonds to finance all or part of the costs of the project; and WHEREAS, the Corporation has authorized the issuance and sale of its Industrial Development Revenue Bond (J. Norton, Inc. Project) in the principal amount of $5,500,000 (the 'Bond"), by resolution adopted June 19, 1980 and by such resolution has authorized a Purchase Agreement of the Bond between it and First City Bank of Dallas (the "Purchase Agreement"); and 4 WHEREAS, the Act requires that the Governing Body of the Unit approve by written resolution any agreement to issue bonds adopted by the Corporation, which agreement and resolution shall set out the amount and purpose of such bonds; and WHEREAS, the City Council (the "Governing Body") has reviewed the form and substance of said Purchase Agreement and said resolution 'authorizing the Bond and said Purchase Agreement and intends, by adoption of this written Resolution, to approve said Purchase Agreement and said resolution in accordance with the Act; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, THAT: Section 1. The Purchase Agreement and the resolution adopted June 19, 1980 by the Board of Directors of the Corporation authorizing the Bond and the Purchase Agreement in the forms attached hereto, are hereby approved in accordance with Section 25(f) of the Act. Section 2. This Resolution is adopted for the purpose of satisfying the conditions and requirements of the Act and for the benefit of the Corporation, the Unit, the owners or holders from time to time of the Bond and all other interested persons. Section 3. The meeting at which this Resolution is considered is open to the public as required by law, and public notice of the time, place and purpose of said meeting was given as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. Section 4. This Resolution shall take effect immediately from and after its adoption. PASSED AND APPROVED this 19th day of June, 1980. Mayor, City of Allen, Texas ATTEST: Qz"L,�� agvl--�, y Secretary, City of Allen, exas (SEAL) RESOLUTION A RESOLUTION PROVIDING FOR THE FINANCING BY THE ALLEN INDUSTRIAL DEVELOPMENT CORPORATION, OF A PROJECT CONSISTING OF LAND, BUILDING, EQUIPMENT AND RELATED PROPERTY IN ORDER THAT J. NORTON, INC. MAY BE PROVIDED WITH FACILITIES TO PROMOTE AND DEVELOP NEW AND EXPANDED MANUFACTURING ENTERPRISES TO PROMOTE AND ENCOURAGE EMPLOYMENT AND THE PUBLIC WELFARE; AUTHORIZING AND PROVIDING FOR THE ISSUANCE BY THE ALLEN INDUSTRIAL DEVELOPMENT CORPORATION OF ITS INDUSTRIAL DEVELOPMENT REVENUE BOND (J. NORTON, INC. PROJECT) WHICH WILL BE PAYABLE SOLELY FROM THE REVENUES AND RECEIPTS FROM A LOAN AGREEMENT, INCLUDING THE PROMISSORY NOTE OF J. NORTON, INC. ISSUED PURSUANT THERETO; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE ALLEN INDUSTRIAL DEVELOPMENT CORPORATION AND J. NORTON, INC. PROVIDING FOP. THE ACQUISITION AND FINANCING OF SAID PROJECT; AUTHORIZING THE ACCEPTANCE OF A TRUST DEED FROM J. NORTON, INC. AND DLM, INC. FURTHER SECURING SAID NOTE; AUTHORIZING THE EXECUTION ` AND DELIVERY OF AN ASSIGNMENT AND SECURITY AGREEMENT AS SECURITY FOR THE PAYMENT OF SAID BOND; AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF SAID BOND TO THE PURCHASER THEREOF; AND RELATED MATTERS. WHEREAS, pursuant to the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes, as amended (the "Act"), the Allen Industrial Development Corporation, a nonprofit corporation of the State of Texas (the "Issuer") is authorized to issue its revenue bonds to finance the costs of i any "project" as defined in the Act to the end that the Issuer may be able to promote and develop new and expanded manufacturing enterprises to promote and encourage employment and the public welfare; and WHEREAS, as a result of negotiations between the Issuer and J. Norton, Inc. (the "Company"), a corporation organized and existing under the laws of Texas, contracts have been or will be entered into by. the Cc►r,par,y for the acquisition, construction, equipping and installation of land, building, equipment and related property (the "Project") within the City of Allen, Texas, to be used by the Company and which Project will be of the character and will accomplish the purposes of the Act, and the Issuer is willing to issue its revenue bond to finance the Project upon terms which will be sufficient to pay all or a portion of the cost of acquisition, construction, equipping and installation of the Project as evidenced by such revenue bond, all as set forth in the details and provisions of the Loan Agreement hereinafter identified (the "Agreement"); and WHEREAS, it is estimated that the costs of the Project, Including costs relating to the preparation and issuance of the revenue bond, will be not less than $5,500,000; and -2- WHEREAS, this Board of Directors hereby finds, determines and declares that: (a) the Project is required or suitable for the promotion of industrial development and expansion and the promotion of employment; (b) the Company and DLM, Inc., an Illinois corporation of which the Company is a wholly-owned subsidiary (the "Guarantor") have the business experience, financial resources and responsibility to provide reasonable assurance that the Bond and the interest thereon to be paid from or by reason of payments made by the Company under the Agreement will be paid as the same become due; (c) the Project is in the furtherance of the public purpose of the promotion and development of new and expanded industrial and manufacturing enterprises to provide and encourage employment and the public welfare; (d) all requirements for and prerequisites to final approval of the Company's "Application for Financial Participation" to the Issuer under the Issuer's Local Regulations have been met and are in -3- form and substance satisfactory to this Board of Directors; (e) the operation of the Project will constitute a lawful activity, is qualified for approval by the City of Allen, Texas and the Texas Industrial Commission and complies with and promotes the purposes and satisfies the requirements of the Act and the statement of policy contained in paragraph I(A) of the Issuer's Local Regulations; and WHEREAS, the Issuer proposes to sell the revenue bond hereinafter authorized and designated "Industrial Development Revenue Bond (J. Norton, Inc. Project)" upon a negotiated basis to First City Bank of Dallas, Dallas, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALLEN INDUSTRIAL DEVELOPMENT CORPORATION, AS FOLLOWS: section 1. The following words and terms as used In this Resolution shall have the following meanings unless the context or use indicates another or different meaning or intent: -4- "Act" means the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes, as amended. "Agreement" means the Loan Agreement and Addendum I (including Schedule One attached thereto) (the "Addendum"), dated as of June 1, 1980 by and between the Issuer and the Company, as from time to time amended and supplemented. "Assignment" means the Assignment and Security Agreement dated as of June 1, 1980, by and between the Issuer and the Bank, as from time to time amended and supplemented. "Authorized Company Representative" means the person or persons who at the time shall have been designated as such pursuant to the provisions of the Agreement. "Bank" means First City Bank of Dallas, Dallas, Texas, and its successors and assigns. hereunder. "Bond" means the Bond authorized to be issued "Bond Fund" means the J. Norton, Inc. Project - Industrial Development Revenue Bond Fund created in Section 7 hereof. "Bond Purchase Agreement" means the Bond Purchase -5- Agreement dated as of the date hereof between the Issuer and the Bank. "Code" means the Internal Revenue Code of 19549 as amended and supplemented. "Company" means J. Norton, Inc., and its successors and assigns and any surviving, resulting or transferee corporation as provided in Section 5.2 of the Agreement. "Construction Fund" means the J. Norton, Inc. Project - Industrial Development Revenue Bond Construction Fund created by Section 5 hereof. The term "default" means those defaults, exclusive of any period of grace, specified in and defined in Section 11 hereof. The term "event of default" means those events specified in and defined in Section 11 hereof. The words "hereof", "herein", "hereunder" and other words of similar import refer to this Resolution as a whole. "Issuer" means the Allen Industrial Development Corporation and its successors and assigns. "Note" means the promissory note of the Company in the principal amount $59500,0009 issued pursuant to the Agreement. "Person" means natural persons, partnerships, associations, corporations and public bodies. r "Project" means the property of the Company defined and described as such in the Agreement and in Exhibit A attached hereto. "Resolution" means this Resolution. "Trust Deed" means the Deed of Trust, Security Agreement and Assignment of Rents dated as of June 11 19809 from the Company and the Guarantor, as mortgagors, to the Issuer, as mortgagee, which is to be assigned to the Bank pursuant to the Assignment. Section 2. That in order to promote and develop new and expanded manufacturing enterprises to promote and encourage employment and the public welfare, the Project shall be and is hereby authorized to be financed as described herein. The estimated cost of acquisition, construction, equipping and installation of the Project is not less than $5,500,000. It is hereby found and declared that the Project is suitable for use by the Company, a manufacturing enterprise, and that the -7- financing of the Project and the use thereof by the Company as hereinafter provided is necessary to accomplish the public purposes described in the preamble hereto. ALL1HQ @IZ.ATIQhLAhIQ__aKEP AMEbM_a_aJ2U ar-cUom 3. That for the purpose of financing the cost of the Project there shall be and there is hereby authorized to be issued by the Issuer its Industrial Development Revenue Bond (J. Norton, Inc. Project), in the principal sum of $595009000, dated the date of issuance thereof, and payable to the order of the Bank on the dates and in the principal amounts set forth in the table below: The Bond shall bear interest (computed on the basis of actual days elapsed on a 360 day year) from the date thereof until maturity on the principal amount from time to time remaining unpaid on the Bond at the rate of nine and one quarter per cent (9 1/4X) per annum and shall be payable semiannually on March 31 and September 30 of each year, commencing on September 30, 1980, with a final payment of interest on June 26, 1987. Principal Principal i231� _Amount _ Date _Amount,_ September 30, 1981 $ 0009000 September 30, 1985 $190009000 September 30, 1982 5009000 September 30, 1986 1,000,000 Septeirber 30, 1983 19000,000 June 26, 1987 190009000 September 30, 1984 190001000 The Bond shall bear interest (computed on the basis of actual days elapsed on a 360 day year) from the date thereof until maturity on the principal amount from time to time remaining unpaid on the Bond at the rate of nine and one quarter per cent (9 1/4X) per annum and shall be payable semiannually on March 31 and September 30 of each year, commencing on September 30, 1980, with a final payment of interest on June 26, 1987. The Bond shall bear interest on any overdue principal, whether maturing by acceleration or otherwise, and on any overdue interest to the maximum extent permitted by law at the rate of ten per cent (10X) per annum for the period that such default remains uncured. Principal of, premium, if any, and interest on the Bond shall be payable in immediately available funds at the principal office of the Bank, in the City of Dallas, Texas. The principal installments of the Bond are subject to prepayment upon written notice as set forth in the next succeeding paragraph given by the Company on behalf of the Issuer at any time after June 26, 1983 in whole or in part, and if In part, in the inverse order of their payment dates at the prepayment prices (expressed as percentages of the principal - amount being prepaid) set forth in the table below plus accrued interest to the prepayment date: If prepayment occurs during the twelve month period ending with, and including June 26 in the—YEdL 1984 1985 1986 1987 -9- 102 % 101-1/2X 101 % 100-1/2X Upon receipt by the Bank of at least 3 business days' prior written notice specifying a date for the prepayment of the principal of the Bond (or any portion thereof), the Bank shall, to the extent that amounts are or become available therefor in the Bond Fund, prepay principal, together with accrued interest and premium, if any, on the portion prepaid, on the Bond in accordance with the preceding paragraph; provided, however, that no partial prepayment of less than $509000 shall be permitted. In addition, if other funds in an amount in excess of $50,000 shall become available in the Bond Fund, and are not otherwise required to be applied to the payment of the Bond, the Bank shall, without notice from the Company or the Issuer, promptly, but in any event within 3 business days from the receipt of such funds, apply such funds to the prepayment of the Bond at the applicable prepayment price set forth above, and shall give notice to the Company of such prepayment. All principal installments of the Bond or portions thereof designated for prepayment will cease to bear interest on the specified prepayment date, provided funds for their prepavment are on deposit at the place of payment at that time. The principal installments of, premium, if any, and interest on the Bond shall be payable to the order of the Bank or its assigns in lawful money of the United States of America -10- at the principal office of the Bank in Dallas, Texas. The Bank shall note on the Payment Record attached to the Bond the date and amount of payment of each principal installment and interest then being paid and of interest theretofore paid and not yet noted thereon and upon request of the Company or the Issuer, the Bond shall be available for inspection by the Company or the Issuer at the offices of the Bank in Dallas, Texas. The Bond is non -transferable by the Bank, except as a whole and after notice in writing to the Issuer and the Company of such transfer; provided, however, that this shall not prevent the Bank from issuing participations in the Bond. The Bond shall be signed by the President and attested by the Secretary of the Issuer and the corporate seal of the Issuer shall be affixed thereto. The Bond, together with premium, if any, and interest thereon shall be deemed not to constitute a debt of the State of Texas, the City of Allen, Texas or of any other political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them, but the Bond shall be payable solely from the revenues and receipts derived from the Agreement, including the Note (except to the extent paid out of moneys attributable to the Bond proceeds or the Income from the temporary investment thereof) and shall be a -11- valid claim of the owner thereof only against the Bond Fund and other.moneys held by the Bank pursuant to this Resolution and the revenues and receipts derived from the Agreement, Including the Note, which revenues and receipts shall be used for no other purpose than to pay the principal installments of, premium, if any, and interest on the Bond, except as may be otherwise expressly authorized in this Resolution. BOND FORd agzU 2a 4. That the Bond and Payment Record shall be in substantially the following form: THIS BOND MAY BE TRANSFERRED ONLY AS A WHOLE UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF COLLIN ALLEN INDUSTRIAL DEVELOPMENT CORPORATION PAYABLE BY THE ISSUER SOLELY AND ONLY FROM REVENUES AND RECEIPTS DERIVED FROM THE AGREEMENT HEREIN DEFINED Industrial Development Revenue Bond (J. Norton, Inc. Project) $5,500,000 The Allen Industrial Development Corporation, a nonprofit corporation of the State of Texas (the "Issuer") -12- organized and existing as a duly constituted authority to act on behalf of the City of Allen, Texas pursuant to the Development Corporation Act of 19799 Article 5190.69 Texas Revised Civil Statutes, as amended (the "Act"), for value received, promises to pay .solely and only from the source hereinafter provided and as hereinafter provided, to the order of First City Bank of Dallas, Dallas, Texas, or its assigns, the principal sum of FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS (559500,000) on the dates and in the principal amounts set forth in the table below: Qatp Amount Date -Amouht September 30, 1981 $ 0009000 September 30, 1985 5190001000 September 309 1982 500,000 September 30, 1986 190009000 September 309 1983 1,0009000 June 26, 1987 190009000 September 30, 1984 190009000 This Bond shall bear interest (computed on the basis of actual days elapsed on a 360 day year) from the date hereof until maturity on the principal amount from time to time remaining unpaid on this Bond at the rate of nine and one quarter per cent (9 1/4X) per annum and shall be payable semiannually on March 31 and September 30 of each year, commencing September 309 1980, with a final payment of interest on June 26, 1987. This Bond shall bear interest on any overdue principal, whether maturing by acceleration or otherwise, and on overdue -13- interest to the maximum extent permitted by law at the rate of ten per cent (10X) per annum for the period that such default remains uncured. The principal hereof, premium, if any, and interest hereon are payable in immediately available funds at the principal office of First City Bank of Dallas (the "Bank"), In the City of Dallas, Texas. Payments of principal and interest, including prepayments of principal installments, shall be noted on the Payment Record made a part of this Bond as provided in the Resolution hereinafter identified pursuant to which this Bond is issued. This bond is issued in the principal sum of $5,500,000 pursuant to a Resolution duly adopted by the governing body of the Issuer (the "Bond Resolution") for the purpose of providing funds to finance the cost of the acquisition of land and the construction of buildings thereon and the acquisition and installation of equipment and related property therein (such land, buildings, equipment and related property being hereinafter called the "Project" and described in ExHJ.SIT g to the Agreement [hereinafter defined]) and paying expenses incidental thereto, to the end that the Issuer may be able to promote and develop new and expanded manufacturing enterprises to promote and encourage employment and the public welfare. The proceeds of -14- the Bond will be loaned by the Issuer to J. Norton, Inc., a corporation organized and existing under the laws of Texas (the "Company") for payment of costs of acquiring, constructing, equipping and installing the Project under the terms of a Loan Agreement dated as of June 19 1980•(which agreement, together with Addendum I thereto, as from time to time supplemented and amended, is hereinafter referred to as the "Agreement"). This Bond is secured by a pledge and assignment of revenues and receipts derived by the Issuer pursuant to the Agreement and the Note of,the Company identified therein, as more fully described in the Bond Resolution. The obligations of the Company pursuant to the Agreement and the Note are further secured by a Deed of Trust, Security Agreement and Assignment of Rents dated as of June 19 1980 between the Company and DLM, Inc., as mortgagors, and the Issuer, as mortgagee. Reference is made to the Bond Resolution for a description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer, the rights of the owners of the Bond, and the terms on which the Bond is or may be issued and to all the provisions of which the owner hereof by the acceptance of this Bond assents. U This Bond is subject to prepayment as provided in Section 3 of the Resolution. -15- All principal installments of this Bond or portions thereof designated for prepayment will cease to bear interest on the specified prepayment date, provided funds for their prepayment are on deposit at the place of payment at that time. This Bond is issued pursuant to and in full compliance with the Constitution and laws of the State of Texas, particularly the Act, as amended, and pursuant to a Resolution of the Board of Directors approved on the nineteenth day of June, 1980. This Bond and the obligation to pay interest and premium, if any, hereon shall not be deemed to constitute a debt of the State of Texas, the City of Allen, Texas or of any other political corporation, subdivision or agency of the State of Texas or a pledge of the faith and credit of any of them, but shall be payable solely from the revenues and receipts derived from the Agreement and the Note (except to the extent paid out of moneys attributable to Bond proceeds or the income from the temporary investment thereof). Pursuant to the provisions of the Agreement, payments sufficient for the prompt payment when due of the principal of, premium, if any, and interest on this Bond are to be paid by the Company to the Bank for the account of the Issuer and deposited in a special account created by the Issuer and designated "J. Norton, Inc. Project - Industrial Development Revenue Bond Fund", and all revenues -16- and receipts payable under the Agreement (except pursuant to Sections 4.2(c), 5.3(a), 5.9 and 6.3(a) thereof) have been duly pledged and assigned to the Bank to secure payment of such principal installments, premium, if any, and interest. Neither the State of Texas, the City of Allen, Texas, nor any political corporation, subdivision or agency of the State of Texas shall be obligated to pay this Bond or premium, if any, or interest hereon and neither the faith and credit nor the taxing power of the State of Texas, the City of Allen, Texas, or of any political corporation, subdivision or agency thereof is pledged to the payment of the principal hereof, premium, if any, or interest hereon. In certain events, on the conditions, in the manner and with the effect set forth in the Bond Resolution, the principal installments of this Bond may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications, alterations or amendments of the provisions of this Bond and the Bond Resolution may be made only to the extent and in the circumstances permitted by the Bond Resolution. -17- IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and laws of the State of Texas to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed in due time, form and manner as .required by law. IN WITNESS WHEREOF, the Allen Industrial Development Corporation has caused this Bond to be signed on its behalf by its President and attested by its Secretary and its corporate seal to be affixed hereto, all as of June —, 1980. ATTEST: Secretary (SEAL) ALLEN INDUSTRIAL DEVELOPMENT CORPORATION By -18- President PAYMENT RECORD Principal Q3 LL P a v �pY_ First City Principal Interest Bank of Dallas Balance Payment Authorized Qll� L,_I) Uffirial and Title -19- PAYMENT RECORD First City Principal Interest Bank of Dallas Principal Balance Payment Authorized --Pa v =at f _X) O ff I C a 1 and Title -20- CUSTODY AND APPLICATION OF PROCEEDS --QE_aQNDs 0UZ1RLr11"_FUA2 a=Uan 5. There is hereby created and established with the Bank, which is hereby constituted and appointed as depositary for the Issuer, a special fund in the name of the Issuer to be designated "J. Norton, Inc. Project -Industrial Development Revenue Bond Construction Fund" (herein sometimes referred to as the "Construction Fund"). The proceeds received by the Issuer from the sale of the Bond shall be deposited in the Construction Fund which shall be held in a separate account by the depositary. Moneys in the Construction Fund shall be expended in accordance with the provisions of the Agreement, and particularly Section 3.3 thereof and Article XII of the Addendum. The Bank, as depositary, shall keep and maintain adequate records pertaining to the Construction Fund and all disbursements therefrom, and after the Project has been completed and a certificate of payment of all costs filed as provided in this,Section, the Bank shall deliver a copy of an accounting of the disbursements from the Construction Fund to the Company. The completion of the Project and payment of all costs and expenses incident thereto shall be evidenced by the filing -2l- with the Issuer and the Bank of a certificate of the Authorized Company Representative required by Section 3.4 of the Agreement. Any moneys thereafter remaining in the Construction Fund shall be applied in accordance with Section 3.4 of the Agreement. ACQUISITION OF PROJECT AND PAYMENT --.QE-AM==_UNUERTHE ACRFLELUZ.- Zectian 6. It is the declared intention of the Issuer to loan the proceeds of the Bond to the Company in order to enable the Company to acquire, construct, equip and install the Project under and pursuant to the Agreement in the form which has been presented to and is hereby approved by the governing body of the Issuer and which is now on file in the Official records of the Issuer, and nothing herein is intended to conflict therewith; however, if the event of, but only to the extent of any such conflict, the provisions of the Agreement shall govern. The President is hereby authorized to execute and acknowledge said Aqreement for and on behalf of the Issuer, and the Secretary is hereby authorized to attest the sarr.e and to affix thereto the corporate seal of the Issuer. Said Agreement and the revenues and receipts thereof, Including all moneys received under its terms and conditions, -22- I are to be sufficient to pay the principal installments of, premium, if an y, and interest on the Bond hereby authorized and are hereby pledged and ordered paid into the Bond Fund. The Agreement provides that the Company shall remit the required payments thereunder directly to the Bank for the account of the Issuer for deposit in said Bond Fund and such provision is hereby expressly approved. BEYE.URS : a 2ND FUND +aprQp 7. The Bond and all payments required of the Issuer hereunder are not general obligations of the Issuer but are special and limited obligations payable by the Issuer 1 solely and only out of the revenues acid receipts derived from the Agreement and the Note as provided herein. There is hereby created by the Issuer and ordered established with the Bank, as depositary, a special fund to be designated "J. Norton, Inc. Project -Industrial Development Revenue Bond Fund" (herein sometimes referred to as the "Bond Fund"), which shall be used to pay the principal installments of, premium, if any, and the interest on the Bond. There shall be deposited into the Bond Fund, as and when received, (a) all payments and prepayments specified in Articles IV and VII of the Agreement and (b) all other moneys r -23- received by the Bank under and pursuant to any of the provisions of the Agreement. The bank is authorized and directed to apply amounts available therefor in the Bond Fund to the payment when d'ue of the principal of, premium, if any, and interest on the Bond. The Issuer covenants and agrees that should there be a default under the Agreement, the Issuer shall.fully cooperate with the Bank and with the owners of the Bond to the end of fully protecting and realizing upon the rights and security of such owners. Nothing herein shall be construed as requiring the Issuer to operate the Project or to use any funds or revenues from any source other than funds and revenues derived from the Agreement and -the Note. Any amounts remaining in the Bond Fund after payment In full of the principal installments of, premium, if any, and Interest on the Bond (or provision for payment thereof as provided in this Resolution) and the charges and expenses of the Bank, shall be paid to the Company upon the expiration or sooner termination of the term of the Agreement as provided herein and in Section 9.5 of the Agreement. U -24- 04:1114-dirlyaW aection 8. That the form, terms and provisions of the proposed Trust Deed be, and they hereby are, in all respects approved, and that the President and the Secretary of the Issuer be, and they are hereby are authorized, empowered and directed to accept the Trust Deed in the name and on behalf of the Issuer; that the Trust Deed shall constitute a lien on the property of the Company and the Guarantor specified therein to secure the payment of the obligations of the Company pursuant to the Agreement and the Note; that the Trust Deed is to be in substantially the form submitted to this meeting and heieby aprpoved, with such changes therein as shall be approved by the officials of the Issuer executing the Assignment, their execution of the Assignment to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Trust Deed hereby approved. g55 1 GNAUU a=LiQII 9. As security,for the due and punctual payment of the principal of, premium, if any, and interest on the Bond hereby authorized the Issuer hereby assigns and pledges to the Bank all revenues and receipts derived by the Issuer pursuant to the Agreement and the Note (except any payment made -25- pursuant to Sections 4.2(c), 5.3(a), 5.9 and 6.3(a) of the Agreement relating to indemnification and payment of certain taxes and expenses of the Issuer) and all rights and remedies of the Issuer under the Agreement and the Trust Deed to enforce payment thereof, and as evidence of such assignment and pledge and of the agreement of the Bank to accept its responsibilities with respect to the Construction Fund created pursuant to Section 5 hereof and to the Bond Fund created pursuant to Section 7 hereof, the President is hereby authorized to execute for and on behalf of the Issuer, the Assignment and the Secretary is hereby authorized to attest the same and to affix thereto the corporate seal of the. Issuer, and the President and Secretary are authorized and directed to cause the Assignment to be executed by the Bank, with the Assignment to be in substantially the form which has been presented to and is hereby approved by the governing body of the Issuer and which is now on file in the official records of the Issuer. LUVFSTM -NTS: ARBITRAGE =tj,Qn 10. Any moneys held as part of the Construction Fund created pursuant to Section 5 hereof or the Bond Fund created pursuant to Section 7 hereof may be invested or reinvested on the direction of the Authorized Company Representative, in accordance with the provisions of Section -26- 3.5 of the Agreement. Any such investment shall be held by or under control of the Bank and shall be deemed at all times a part of such fund and the interest- accruing thereon and any profit realized from such investments shall be credited to such fund, and any loss resulting from such investments shall be charged to such fund, which loss shall be an obligation of the Company as provided in the Agreement. As and when any amount invested pursuant to this Section may be needed for disbursement, the Company may direct the Bank to cause a sufficient amount of the investments to be sold and reduced to cash to the credit of such funds regardless of the loss on such liquidation. With respect to Section 103(c) of the Code, the Company has made certain representations to the Issuer (which representations will be reflected in the certificate of the Issuer as to the absence of arbitrage delivered on the date of issuance of the Bond), which representations by this reference are incorporated herein and made a part hereof and the Board of Directors of the Issuer, acting in reliance on such representations of the Company, adopts and ratifies such representations and hereby covenants with the purchaser and any owner of the Bond that so long as any principal installment of the Bond remains unpaid, the Board of Directors of the Issuer -27- will not take or authorize the taking of any action which will cause the Bond to be classified as an "arbitrage bond" within the meaning of Section 103(c) of the Code and any lawful regulations promulgated or proposed thereunder, including Section 1.103-13 and Section 1.103-14 of the Income Tax Regulations (26 CFR Part 1) as the same presently exist, or may from time to time hereafter be amended, supplemented or revised.- GENERAL evised. GEN .RA , rOVENANTa Eectl2n 11. The Issuer covenants that it will promptly cause to be paid solely and only from the source mentioned in the Bond, the principal of, premium, if any, and interest on the Bond hereby authorized at the place, on the dates and in the manner provided herein and in the Bond according to the true intent and meaning thereof. The Bond and the obligation to pay premium, if any, and interest thereon are limited obligations of the Issuer and are payable solely out of the revenues and receipts derived by the Issuer from the Agreement and the Note and otherwise as provided herein and in the Agreement. The Bond and the obligation to pay interest thereon shall not be deemed to constitute a debt of the State of Texas, the City of Allen, Texas or of any other political corporation, subdivision or agency of the State of Texas or a pledge of the faith and credit of any of them, but shall be payable solely -28- from the revenues and receipts just referred to. The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Resolution, in the Bond and in all proceedings of its Board of Directors pertaining thereto. The Issuer covenants that it is duly authorized under the Constitution and laws of the State of Texas, including particularly and without limitation the Act, to issue the Bond authorized hereby, and to pledge and assign the revenues and receipts hereby pledged and assigned in the manner and to the extent herein set forth; that all action on its part for the Issuance of the Bond has been duly and effectively taken and that the Bond is and will be a valid and enforceable limited obligation of the Issuer according to the tree intent and meaning thereof. The Issuer covenants that it will execute, acknowledge and deliver such instruments, financing statements and other documents as the owners of the Bond or the Bank may reasonably require for the better assuring, pledging and assigning unto the Bank the rights of the Issuer in and to the Agreement, the Note, the Trust Deed and the revenues and receipts payable _ thereunder and assigned and pledged pursuant to the Assignment to the payment of the principal installments of, premium, if -29- any, and interest on the Bond. The Issuer covenants and agrees that, except as herein and in the Agreement provided, it will not sell, convey,'mortgage, encumber or otherwise dispose of any part of the revenues and receipts derived from the Agreement. or the Note, or of its rights under the Agreement, the Note or the Trust Deed. The Issuer covenants and agrees that all books and documents in its possession relating to the Project and the revenues and receipts derived from the Agreement shall at all reasonable times be open to inspection by the owners of the Bond or such accountants or other agencies as such owners may from time to time designate, but shall not be open to inspection by other parties, except to the extent required by law. The Issuer covenants and agrees that it shall, but If and only if (1) the Issuer has received specific written direction from the Bank as to the action to be taken by the Issuer and (2) a written agreement of indemnification of the expenses of the Issuer incurred in connection therewith satisfactory to the Issuer has been executed prior to the taking of such action by the Issuer, enforce all of its rights and all of the obligations of the Company under the Agreement for the benefit of the owners of the Bond, including the Bank in its capacities as Bond owner and depositary, including, without -30- limitation, the obligations of -the Company pursuant to Sections 4.2(b), 5.3(b) and 6.3(b) of the Agreement. The Issuer shall protect the rights of the Bank hereunder with respect to the assignment and pledge of the moneys in the Bond Fund and Construction Fund and the revenues and receipts coming due under the Agreement and the Note. EY UJ"F DEFAULT ARD_RFMEQZE,% a=t1QII 12. If any of the following events occurs, r it is hereby defined as and declared to be and to constitute an "event of default": (a) Default in the due and punctual payment of any interest on the Bond and the continuation thereof for a period of five days after written notice to the Company of such default or default in the due and punctual payment of any principal installment of or premium, if any, of the Bond, whether at the stated maturity thereof; upon acceleration or upon Proceedings for prepayment thereof. (b) Any event of default under Section 6.1 of the Agreement or Section 13.1 of the Addendum shall have occurred. Upon the occurrence of an event of default and so long as such event is continuing, the Bank, by notice in writing -31- delivered to the Issuer and the Company, may declare the principal installments of the Bond and the interest accrued thereon immediately due and payable, and such principal installments and interest shall thereupon become and be Immediately due and payable. Upon any such declaration all payments under the Agreement from the Company shall immediately become due and payable as provided in Sections 4.2 and 6.2 of the Agreement. While any principal installment on the Bond or interest is unpaid, the Issuer shall not exercise any of the remedies on default specified in Section 6.2 of the Agreement or Section 13.2 of the Addendum without prior written consent of the Bank. Upon the occurrence of an event of default, the Bank may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the principal installments, premium, if any, and interest on the Bond and to enforce and compel the performance of the duties and obligations of the Issuer as herein set forth. No remedy by the terms of this Resolution conferred upon or reserved to the Bank is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given -32- to the bank or to the owner hereunder or now or hereafter existing at law, inA equity or by statute. No delay or omission to exercise any right, power or remedy accruing upon any event of default shall impair any . such right, power or remedy or shall be construed to be a waiver of any such event of default or acquiescence therein; and every such righte power or remedy may be exercised from time to time as often as may be deemed expedient. All moneys received pursuant to any right given or action taken under the provisions of this Section, under the provisions of Article VI of the Agreement or ;under Article }III of the Addendum (after payment of all costs and expenses of the Bank and the Issuer, including without limitation, the costs and expenses of the Bank and the Issuer incurred in proceedings resulting in the collection of such moneys and of the expenses,' liabilities and advances incurred or made by the Issuer, the Bank or any owner of the Bond) and all moneys in the Construction Fund at the time of the occurrence of an event of default shall be deposited in the Bond Fund and all such moneys in the Bond Fund shall be applied to the payment of the principal of, premium, if any, and interest then due and unpaid upon the Bond to the person entitled thereto. Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at -33- such times, and from time to time, as the Bank shall determine, but in any event within 5 business days after deposit of such moneys in the Bond Fund unless circumstances beyond the control of the Bank render application within such time impossible, in which event the Bank will make such application as soon as practicable. The Bank shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date. Whenever all principal installments, premium, if any, and interest on the Bond have been paid under the provisions of this Section and all expenses of the Bank and the Issuer have been paid, any balance remaining in the Bond Fund shall be paid to the Company. With regard to any default concerning which notice is given to the Company under the provisions of this Section, the Issuer hereby grants the Company full authority for the account of the Issuer to perform or observe any covenant or obligation alleged in said notice not to have been performed or observed, in the name and stead of the Issuer with full power to do any and all things and acts to the same extent that the Issuer could do in order to remedy such default. -34- Ll aALF OF JHF BOND. SPction. 13. The sale of the Bond to the Bank at a price of $595009000 pursuant to the.Bond Purchase Agreement In substantially the form which has been presented to the Board of Directors of the Issuer, and which is now on file in the official records of the Issuer, is hereby in all respects authorized, approved and confirmed. The President is hereby authorized and directed to execute said Bond Purchase Agreement for and on behalf of the Issuer, and the Secretary is hereby authorized to attest the same and to affix thereto the corporate seal of the Issuer. Sect12n 14. The President and Secretary, for and on behalf of the Issuer be, and each of them hereby is, allthorized and directed to do any and all things necessary to effect the performance of all obligations of the Issuer under and pursuant to this Resolution, the execution and delivery of the Bond and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by this Resolution. The President and Secretary be, and they are hereby, further authorized and directed for and on behalf of the Issuer, to execute all papers, documents, certificates -35- and other instruments that may be required for the carrying out of the authority conferred by this Resolution or to evidence said authority and to exercise and otherwise take all necessary action to the full realization of the rights, accomplishments and purposes of the Issuer under the Agreement, the Assignment and the Bond Purchase Agreement and to discharge all of the :obligations of the Issuer thereunder. NQTTrF,S SP�Dl1 15. It shall be sufficient service of any notice or other paper on the Issuer if the same shall be duly mailed to the Issuer by registered or certified mail addressed to the Issuer at bhj,.�c Box 487_9 Allen, Texas 750029 Attention: vresjaPnt, or. to such other address as the Issuer may from time to time file with the Bank and the Company. It shall be sufficient service of any notice or other paper on the Company f , If the same shall be duly mailed to the Company by registered a or certified mail addressed to the Company at Room #5, 320 Waukegan Road, Glenview, Illinois 600259 Attention: Treasurer, or.to such other address as the Company may from time to time file with the Issuer and the Bank. .It shall be sufficient service of any notice or other paper on the Bank if the same shall be duly mailed to the Bank by registered or certified mail addressed to the Bank at One Main Place, P.O. Box 50688, -36- Dallas, Texas 752509 Attention: Regional and National Department, or to such other address as the Bank may from time to time file with the Issuer and the Company. RESOLUTION A CONTRACT; PROVISIONS FOR MMIEICAIMN,-,. AUEBATL,NE AND AME:NDM :N7'S S=UDz 16. The provisions of this Resolution shall constitute a contract between the Issuer and the owners of the Bond hereby authorized; and after the issuance of the Bond no modification, alteration, or amendment or supplement to the J provisions of this Resolution shall be made in any manner except with the written consent of the owners of the Bond until such time as all principal of, premium, if any, and interest on the ;I Bond shall have been paid in full. S.AIISEACT I O N AND D IS CHUME< ��y,,yyQjl 17. All rights and obligations of the Issuer and the Company under the Agreement, the Assignment, the Bond, the Bond Purchase Agreement and this Resolution shall terminate and such instruments shall cease to be of further effect, and the Bank shall cancel the Bond, deliver it to the Issuer, and deliver a copy of the cancelled Bond to the Company, and shall assign and deliver to the Company any moneys in the Bond Fund required to be paid to the Company under Section 7 hereof when: -37- (a) all expenses of the Issuer and the Bank shall have been paid; (b) the Issuer and the Company shall have performed all of their covenants and promises in the Agreement, the Assignment, the Bond, the Bond Purchase Agreement and in this Resolution; and (c) all principal of, premium, if any, and Interest on the Bond have been paid. &EYESARI L I T Y ,EertIQD 18. If any section, paragraph, clause or provision of this Resolution shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining provisions hereof. CAPTTONS. ,aecti2n 19. The captions or headings of this Resolution are for convenience only and in no way define, limit or -describe the scope or intent of any provision'of this Resolution. -38- PBQXISjQA _jN CONF ?CT REPEALED Section 20. All ordinances, resolutions, and orders, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed, and this Resolution shall be effective immediately upon its adoption and approval as providEd by law. Passed by the Board of Directors of the Allen Industrial Development Corporation on the 19th day of June, 1980. SIGNED this 19th day of June, 1980. ATTEST: Secretary (SEAL) -39- President STATE OF TEXAS ) SS COUNTY OF COLLIN ) ' I, the undersigned Secretary of the Allen Industrial Development Corporation, in the county and state aforesaid, do hereby certify that the foregoing constitutes a true, correct and complete copy of the Resolution duly and finally adopted by the Board of Directors of said Issuer at a duly convened meeting held on June 19, 1980. IN WITNESS WHEREOF, I have hereunto affixed my official signature and the corporate seal of said City this _th day of June, 1980. (SEAL) -40- Secretary EXHIBIT A DESCRIPTION OF THE PROJECT The Project consists of the land, building, equipment and related property to be financed with the proceeds of the Bond, which is described as follows: Situated in the County of Dallas, State of Texas, to -wit: BEING a tract of land situated in WILLIAM PERRIN SURVEY, Abstract No. 708 and the RUFUS SEWELL SURVEY, Abstract No, 8759 Collin County, Texas; and being part of a 241.5 acre tract deeded from W. A. Giddings, et ux to W. L. WOOD, et ux, dated January 2, 19399 and recorded in Volume 321 at Page 165 of the Deed Records of Collin County, Texas; and further being part of a 200 acre tract described in a Homestead Designation by W. A. GIDDINGS, et ux, dated December 23, 1937; and. filed for record on December 29, 19379 in the Deed Records of Collin .County, Texas, and being more particularly described as follows: BEGINNING at\.\the intersection of the East line of SOUTHERN PACIFIC RAILROAD, and the Southerly line of Bethany Road, an iron stake for corner; THENCE, leaving said East line of SOUTHERN PACIFIC RAILROAD and along said Southerly line of Bethany Road, the following: S. 68.181E9 a distance of 465.00 feet to the beginning -of a curve to the right having a central angle of 47907' and a radius of 467.49 feet, an iron stake for corner; Around said curve a distance of 384.44 feet t"o the end of said curve, an iron stake for corner; S. 21.111E, a distance of 435.78 feet to the beginning of a curve to the left having a central angle of 38`141 and a radius of 665.87 feet, an iron stake for corner; -1- Around said curve a distance of 444.33 feet to the end of said curve, an iron stake for corner; S. 59.251E, a distance of 50.0 feet to a point on the West line of State Highway No. 5, an iron stake for corner; THENCE, along the West line of State Highway No. 5, the following: S. 30.351W, a distance of 200.00 feet to an iron stake for corner; S. 32.331W, a distance of 277.20 feet to an iron stake for corner; THENCE, N. 68.181W, leaving said West line of State Highway No. 59 a distance of 1455.54 feet to a point along said East line of SOUTHERN PACIFIC RAILROAD, an iron stake for corner; THENCE, N 21.42'E9 along said East line of SOUTHERN PACIFIC RAILROAD, a distance of 1151.00 feet to the PLACE OF BEGINNING and containing 31.700 Acres of Land. B. DZErrinLjon of the Building. 37,000 square foot building to be used for the manufacturing, printing and publishing activities of the Company and an attached and related 100,000 square foot one-story warehouse building. C. Dr,5crj2t.ion of Eauipment and Related Property. Metal rack system for warehouse storage Conveyor belt for moving of product to packing areas 3 forklift trucks 30 station collator LOG E 500 camera and accessories LOG E Model AO Film processor MMM MR 432 Plate processor . Nu Arc Plate maker Enco Step -Repeat processor 4 Nu Arc light tables Sink and silver recovery system 60 desks and assorted office furniture ► I .3:4,14M AGREEMENT, dated as of June 199 1980 between the Allen Industrial Development Corporation (the "Issuer"), and First City Bank of Dallas (the "Bank"). SECTT 1• $E2L€=aJdt1=s and_WaLranties. Issuer represents and warrants that: 1,.1• &uthority. The representations and warranties by the Issuer contained in the Loan Agreement, dated as of June 19 1980 (the "Loan Agreement") between the Issuer and J. Norton, Inc. (the "Company") are true and correct. The execution and delivery of this Bond Purchase Agreement, the Assignment and Security agreement dated as of June 1, 1980 between the Issuer and the Bank (the "Assignment") and the Industrial Development Revenue Bond (J. Norton, Inc. Project) (the "Bond"), issued pursuant to a resolution (the "Bond Resolution") adopted by the governing body of the Issuer on June 19, 1980s are within Its authority and have been duly authorized by proper proceedings and will not contravene any provision of applicable law or of any judgment, action, decree, agreement or instrument binding on it. The Bond Resolution has been adopted by the Issuer and Is in full force and effect on the date hereof, without amendment thereto. 1,,,Z• !Ise of proceeds. The full proceeds of the sale of the Bond will be deposited in the Construction Fund created by the Bond Resolution (the "Construction Fund") and used as provided in the Loan Agreement and the Bond Resolution. The proceeds of the sale of the Bond will not be used for any purpose other than as provided in the Loan Agreement and the Bond Resolution. 1,.3• JL1JJ2&J1on and Governmental A"horization. There is no action or proceeding pending or, to the knowledge of the Issuer, threatened by or against the Issuer before any court or administrative agency which might adversely affect the authority or ability of the Issuer to perform its obligations under the Loan Agreement, the Assignment, this Bond Purchase Agreement or the Bond. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the Issuer of the Loan Agreement, the Assignment, this Bond Purchase Agreement and the Bond or in connection with the carrying out by the Issuer of its obligations under the Loan Agreement, the Assignment, this Bond Purchase Agreement and the Bond have been obtained with the exception of final approval of the Loan Agreement by the Texas Industrial commicsinn rthP "fnmm1nnJnn11,l_ ,SECTION 2. Thg_aaad. 2,1. jsIUAnce of Bond. The Bank agrees, upon the terms and subject -to the conditions contained in this Bond Purchase Agreement, to purcnase from the Issuer, and the Issuer agrees to -issue and sell to the Bank, the Bond in the principal amount of 559500,000 at a purchase price equal to the principal amount•of the Bond, without accrued interest, which purchase price shall be paid in immediately available funds. The purchase price shall be paid by the Bank by crediting such amount to the Construction Fund created under the Bond Resolution and such payment shall be evidenced to the Issuer by a written receipt of the Bank. The Bond shall be designated "Industrial Development Revenue Bond (J. Norton, Inc. Project)", shall be dated the date of the closing described in Section 2.2 hereof (the "Closing"), and shall be substantially in the form set forth in, and subject to the terms and provisions of, the Bond Resolution. 2,2. a1.n51a2. The purchase of the Bond shall take place on __, 1980 (the "Closing Date") at 10:00 A.M. at the offices of the Bank, Dallas, Texas. 2,1. Cond3Llons of PlLrchase of the Bond. The obligation of the Bank to purchase the Bond hereunder is conditioned upon: (1) receipt by the Bank of five business days' notice from the Company of the date fixed for the closing and the time of purchase; (2) the fact that at the conclusion of such sale and after the application of any proceeds therefrom, no default specified in the Loan Agreement or the Bond Resolution and no event which, with the giving of notice or lapse of time or both, would become such a default shall have occurred and be continuing; -2- (3) the fact that the representations and warranties of the Issuer contained or referred to in Section i hereof are true and correct on and as of such date of purchase; (4) receipt of a certificate of the Company that the representations and warranties of the Company in the Loan Agreement and receipt of a certificate of DLM, Inc., an Illinois corporation of which the. Company is a wholly-owned suhstdtary (the "Guarantor") that the representations and warranties of the Guarantor in the Contingent Purchase Agreement dated as of June i, 1980 between the Guarantor and the Bank (the "Contingent Purchase Agreement") are true and correct on and as of such date of purchase; (5) receipt by the Bank of the Bond and a .standard Mortgage Title Insurance Policy, or a commitment to issue such a policy, issued by Dallas Title Company, in an amount of not less than $5,500,000 showing good title to the Land (as defined in the _Deed of Trust, Security Agreement and Assignment of. Rents between the Company a d the Guarantor, as. mortgagors, and thp issuer, as mortgagee, dated as of June 1. 1980 [the "Trust need" >>and the existing buildings located thereon to be in the Company subject only to (1) Permitted Encumbrances as defined in the Trust Deed. (ii) such exceptions (other than matters which would be disclosed by a survey) as are standard under Mortgage Title Insurance Policies and (iii) such other exceptions as shall be acceptable to the Bank, and insuring the Bank against loss or damage, not exceeding the amount of such policy, sustained by reason of the.Trust Deed not being a first and paramount lien upon the Land (and the existing buildings located thereon), subject only to the exceptions set forth above; (6) receipt by the Bank of fully executed copies of this Bond Purchase Agreement, the Loan Agreement, the _Trust Deed. the Assignment, and the Contingent Purchase Agreement; -3- (7) receipt by the Bank of an opinion of Crowley Barrett & Karaba, counsel -for the Company and the Guarantor, dated the Closing Date and in form and substance satisfactory to the Bank, substantially to the effect that: - (i) the Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas, and the Company has full corporate power to conduct the business now being conducted by it and to execute and deliver the Loan Agreement, the Note identified therein (the "Note") and the Trust n d.: (ii) the Loan Agreement, the Note and the Trust Deed have been duly authorized, executed and delivered by the Company and the Loan Agreement, the Note and the Trust -ppd constitute the legal, valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except only to the extent that the enforcement thereof may hereafter be limited by laws relating to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally; (iii) the execution and delivery of the Loan Agreement, the Note and the Trust -Deed and the performance by the Company of its obligations thereunder, do not and will not conflict with, or result in a breach of any of the provisions of, or constitute a default under, the Certificate of Incorporation, as amended, or By -Laws of the Company or any agreement, indenture, mortgage, trust deedg lease, note or other obligation or instrument to which the Company Is a party or by which it or any of its property is bound or any order, rule or regulation applicable to the Company of any court or other governmental body; -4- Civ) the Guarantor is a corporation duly organized and validly existing under the laws of the State of Illinois and is In good standing'in that state, and the Guarantor has full corporate power to conduct the business now being conducted by it and to execute and deliver the Contingent Purchase Agreement, the Trust Deed and the Indemnification Agreement dated as of June Is 1980 (the "Indemnification Agreement") between the Guarantor and the Issuer; (v) the Contingent Purchase Agreement, the Trust need -and the Indemnification Agreement have been duly authorized, executed and delivered by the Guarantor and constitute the legal, valid and binding agreements of the Guarantor, enforceable against the Guarantor in accordance with their terms, except only to the extent that the enforcement thereof may hereafter be limited by laws relating to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally; (vi) the execution and delivery of the Contingent Purchase Agreement, the 'trust Deed,and the Indemnification Agreement and the performance by the Guarantor of its obligations thereunder, do not and will not conflict with, or result in a breach of any of the provisions of, or constitute a default under, the Certificate of Incorporation, as amended, or By -Laws of the Guarantor or any agreement, indenture, mortgage, trust deed; lease, note or other obligation or instrument to which the Guarantor is a party or by which it or any of its property is bound or any order, rule or regulation applicable to the Guarantor of any court or other governmental body; -5- (vii) there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency pending In which either the Company or the Guarantor has been served with process, or, to the best of the knowledge of counsel for the Company and the Guarantor, pending or threatened against or affecting the Company or the Guarantor wherein an unfavorable decision, ruling or finding would have an adverse effect on the validity or enforceability against the Company or the Guarantor, as the case might be, of the Loan Agreement, the Note, the Trust Deed, the Indemnification Aqreement or the Contingent Purchase Agreement or any other transactions contemplated by the issuance or sale of the Bond; and (viii) no approval, consent or other order of any governmental authority or agency^ is legally required of the Company or of the Guarantor for the execution and delivery of the Loan Agreement, the Note, the Trust ,Deed. the Indemnification Agreement and the Contingent Purchase Agreement or for the performance of the respective obligations of the Company and of the Guarantor thereundeLs-A A n (8) receipt by the Bank of the opinions of Chapman and Cutler and of Hutchison Price Boyle & BropKs, as bond counsel, each in a form acceptable to the Bank, to the effect tnat the Bond, the Loan Agreement and the Assignment have been duly authorized, executed and delivered by the Issuer and constitute the legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other law affecting the enforcement of creditors' rights generally) and to the further effect that interest paid on the Bond will be excludable from the gross income of the recipients thereof for Federal income tax.purposes except for the interest on the Bond held by a "substantial user" of the Project or a "related person" -6- as defined in the Internal Revenue Code of 1954, as amended, and as to such other matters as the Bank may request; (9) receipt by the Bank of arbitrage certifications signed by an authorized officer of the Issuer, dated the date of such purchase and in form and substance satisfactory to the Bank;n (10) receipt by the Bank of all other documents and opinions (including an opinion of counsel to the Issuer) it may reasonably request relating to (1) the existence and powers of the Issuer, (ii) the validity of the Loan Agreement, the Contingent Purchase Agreement, the Assignment, this Bond Purchase Agreement, the Bond Resolution, the Trust Deed. the Indemnification Agreement and the Bond and (iii) other matters relevant thereto, all in form and substance satisfactory to the Bank; and (11) receipt by the Bank of the final approval of the Loan Agreement by the Commission. The receipt by Issuer of payment by the Bank of the purchase price of the Bond under Section 2.1 shall be deemed to be a' representation and warranty by the Issuer as of the date of such receipt as to the facts specified in (2) and (3) above. SECTION 3. Covp.nants. 3.1. The Issuer affirms to the Bank its covenants and agreements contained in the Loan Agreement and the Assignment. 3,.2. The Bank acknowledges that in purchasing the Bond it is not relying on any representations of the Issuer, the City of Allen. Texas or the Commission with respect to the financial quality of the Bond. The Bank is relying solely on statements and representations of the Company and of the Guarantor and on its own knowledge and investigation of the facts and circumstances relating to the purchase of the Bond and hereby waives any claims that it may have against the Issuer, the City of Alleng Texas or the Commission or the members of the governing body of any of such entitiesarising out of any action such governing body has taken or should have taken in the authorization, approval, issuance or sale of the Bond or with respect to any statement, finding, determination or r -7- representation made by the Issuer, the City of Allen, Texas or the Commission in connection with the sale of the Bond. 2.1. The Bank understands that the Bond has not been registered under the Securities Act of 1933, as amended, iii The Bank is purchasing the Bond for its own account for investment and with no present intention of distributing or selling such Bond or any portion thereof or any interest therein, except for the granting by the Bank of participations in the Bond. The participation agreement to be used in connection with any such participation will contain representations from the participant to the effect that such participant is purchasing its participation in the Bond for investment and with no present intention of distributing or selling its interest in the Bond or any portion thereof. Further- th Bank covenants to nffpr participations in the Bond to no more than ten entities, all, of whi h shall hP hanks_ 3,A. The Bank acknowledges that its business is that of a commercial bank, having assets in excess of $475,000,000. In connection with its business, the Bank holds an extensive commercial loan portfolio. The Bank has knowledge and experience In financial and business matters and is capable of evaluating the merits and risks of purchasing the Bond. 2,1. The Rank covenants that it is familiar with the business and properties of the Company and of the Guarantor. The Bank has had access to the same kind of,information that is specified in Schedule A of the Securities Act of,19339 relative to the business of the Company and of the Guarantor to the extent that the Company and/or the Guarantor possesses such information or can acquire it without unreasonable effort of expense. J,,J. The Issuer, the Guarantor and the Company have made available, during the course of the transaction and prior to the purchase of the Bond, to the Bank, the opportunity to ask questions and receive answers from such parties concerning the terms and conditions of the Bond offering and to obtain any additional information relative to the financial data and business of such parties to the extent that such parties possess such information or can acquire it without unreasonable effort or expense. -8- A • ' 2.2. The Loan Agreement, Trust Deed, Assignment, Bond Resolution and Contingent -Purchase Agreement, as finally executed, contain terms, and are in form, acceptable to the Bank. SErTTON 4. M1.ss.gll&UggU .. AU. Limit&jj=• Anything In this Bond Purchase Agreement to the contrary notwithstanding, no official of the Issuer,shall be personally liable on this Bond Purchase Agreement or any contract or obligation executed pursuant hereto. 4.2- ILoticrm. All notices, demands or other communications hereunder shall be in writing and shall be deemed to have been given on the date personally given or on the second day following the day on which the same have been mailed by certified mail, postage prepaid, addressed as follows: (a) if to the Issuer, at P.O. Box 4879 Allen, Texas 750029 Attention: _Presidents and (b) if to the Bank, at One Main Place, P.O. Box 506869 Dallas, Texas 752509 Attention: Regional and National Department. A copy of all such notices, demands or other communications hereunder shall be given to the Company at Room #5, 320 Waukegan Road, Glenview, Illinois 600259 Attention: -Treasurer. The Issuer, the Company and the Bank may, by notice given hereunder, designate any further or different addresses to which subsequent notices, demands or other communications shall be sent. 1,2. Term of Aaregmgn.t. The term of this Agreement shall be until the termination of the Bank's obligation to purchase the Bond hereunder or until the payment in full of the Bond and any other amounts due to the Bank under the,Loan Agreement, the _Trust Deed, the Contingent Purchase Agreement, and the Assignment, whichever is later. 4.A. Copies of Certificates. Pte. Whenever the Issuer Is required to deliver notices, certificates, opinions, statements or other information hereunder to the Bank, it shall do so in such number of copies as the Bank shall reasonably specify. -9- 4 . . ► 4,,1. J[p„ WaiyeX.S. No failure or delay by the Bank in exercising any right, power -or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof' or the exercise of any other right, power or privilege. 4,,fi. Goveraing Law. This Bond Purchase Agreement and the Bond shall be deemed to be a contract made under and shall be construed in accordance with and governed by the laws of the State of Texas. 4.,J. ChamU. WaiyC". etc. Neither this Bond Purchase Agreement nor any provision hereof may be changed, waived, discharged or terminated, except by a statement in writing signed by each party against which enforcement of the change, waiver, discharge or termination is sought. 4.I. =alezcarts. This Bond Purchase Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same Instrument. Complete sets of counterparts shall be lodged with the Issuer and the Bank. (SEAL) Attest: Secretary (SEAL) Attest: ALLEN INDUSTRIAL DEVELOPMENT CORPORATION- -By President FIRST CITY BANK OF DALLAS By Vice President -10- 73/1