Loading...
HomeMy WebLinkAboutRES 82-444 RESOLUTION OF THE CITY COUNCIL APPROVING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS BY THE BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION TO FINANCE A PROJECT FOR 700 CALDER, INCORPORATED WHEREAS , by ordinance the City Council (the "Governing Body") of the City of Beaumont, Texas (the "Unit") , authori- zed and approved the creation of the Beaumont Industrial Development Corporation (the "Corporation") as a nonstock, nonprofit industrial development corporaion under the provisions of the Development Corporation Act of 1979 , as amended, Article 5190 . 6 , Vernon' s Annotated Texas Civil Statutes (the "Act") ; and WHEREAS, by Resolution adopted on November 16 , 1982 , the Governing Body approved a resolution authorizing the issuance of industrial development revenue bonds by the Corporation to finance the cost of facilities (the "Project") for 700 Calder, Incorporated (the "User") , which Project was described in said Resolution; and WHEREAS , the Governing Body found and determined in said Resolution, and now hereby confirms such findings and determinations , that the issuance of the Bonds (as herein- after defined) to finance the Project will accomplish the specific public purpose for which the Corporation was created; and WHEREAS, in accordance with the terms of such Resolu- tion, the Corporation now desires to sell and provide for the issuance and sale of its $2 , 650 , 000 Industrial Develop- ment Revenue Bonds , Series 1982 (700 Calder, Incorporated Project) (the "Bonds") , by adopting a Resolution substan- tially in the form attached hereto as Exhibit "A" (the "Bond Resolution") ; and WHEREAS, the Act provides that the Governing Body must , by written resolution adopted no more than sixty (60) days prior to the date of the delivery of the Bonds , specifically approve the resolution of the Corporation providing for the issuance of the Bonds ; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT, TEXAS , THAT: Section 1 . The proposed Bond Resolution providing for the sale and issuance of the Bonds , substantially in the form attached hereto as Exhibit "A" , is hereby specifically approved. Section 2 . The Governing Body hereby finds and determines at the issuance of the Bonds to finance the Project will accomplish the specific public purpose for which the Corporation was created. Section 3 . The Governing Body has considered evidence of the posting of notice of this meeting and officially finds , determines , recites and declares that a sufficient written notice of the date , hour and place of this meeting and of the subject of this Resolution was posted on a bulletin board at a place convenient to the public in the City. Hall of the Unit for at least 72 hours preceding the convening of such meeting; such place of posting was readily accessible to the general public at all times from such time of posting until the convening of such meeting; and such meeting was open to the public as required by law at all times during which the Resolution and the subject matter thereof were discussed, considered and formally acted upon, all as required by the Open Meetings Law, Article 6252-17 , Vernon' s Annotated Texas Civil Statutes , as amended. ADOPTED this day of .Novrember, 1982 . �I JAJV4.-,,q iA6C_� Ma o , City of Be nt, Texas G �/ -2- a RESOLUTION AUTHORIZING THE ISSUANCE OF BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION $2 , 650 , 000 INDUSTRIAL DEVELOPMENT REVENUE BONDS , SERIES 1982 (700 CALDER, INCORPORATED PROJECT) , AND THE EXECUTION OF A TRUST INDENTURE AND OTHER RELATED DOCUMENTS WHEREAS , Beaumont Industrial Development Corporation (the "Corporation") is a nonstock, nonprofit industrial development corporation organized and existing under the laws of the State of Texas , including particularly the Development Corporation Act of 1979 , as amended, Art. 5190 . 6 , Vernon' s Annotated Texas Civil Statutes (the "Act") ; and WHEREAS , the Corporation is a duly constituted public instrumentality of the City of Beaumont , Texas (the "Unit") , a political subdivision of the State of Texas , within the meaning of the regulations of the United States Treasury Department (the "Regulations") and the rulings under the Internal Revenue Code of 1954 , as amended (the "Code") , and the Corporation is functioning and acting solely on behalf of the Unit; and WHEREAS , the Board of Directors of the Corporation (the "Board") adopted a resolution on August 12 , 1982 (the "Inducement Resolution") , pursuant to which a certain Agreement to Issue Bonds between the Corporation and 700 Calder, Incorporated, a Texas corporation (the "User") , was executed and delivered, whereby in accordance with the provisions of the Act , the Corporation agreed to provide for the financing of the cost of the User' s project (the "Project") which was initially described in Exhibit "A" to the Agreement to Issue Bonds and which is more fully described in the Loan Agreement between the Corporation and the User; and WHEREAS, for purposes of financing the cost of the Project , the Corporation now desires (i) to authorize the issuance of its Industrial Development Revenue Bonds , Series 1982 (700 Calder, Incorporated Project) (the "Bonds") , in the maximum aggregate principal amount of $2 , 650 , 000 , pursuant to the terms and provisions of a trust indenture, (ii) to provide for the sale of the Bonds to the purchaser described herein, (iii) to provide for the payment of the principal of and premium, if any, and interest on the Bonds with revenues derived from the loan of proceeds of the EXHIBIT "A" sale of the Bonds (except for any amount representing accrued interest on the Bonds) to the User to finance the cost of the Project pursuant to the terms and provisions of a loan agreement and (iv) to take and authorize certain other actions in connection with the foregoing; and WHEREAS , on November 16 , 1982 , the governing body of the Unit adopted a written resolution specifically approving the Project , the Inducement Resolution and the Agreement to Issue Bonds , and on November 23 , 1982 , the governing body of the Unit adopted a written resolution specifically approving this resolution of the Corporation providing for the issuance of the Bonds ; and WHEREAS, the Board has examined proposed forms of a trust indenture , a loan agreement , a collateral assignment and security agreement, a letter of representation and an investment letter, all comprising a part of this resolution, and the Board finds that the form and substance of such documents are satisfactory and the recitals and findings contained therein are true , correct and complete and hereby adopts and incorporates by reference such recitals and findings as if set forth in full in this resolution, and finds that it is in the best interest of the public and the Corporation and will assist in carrying out the public purpose of the Corporation and the Act to authorize the execution and delivery of such documents ; and WHEREAS , the Board has examined the proposed form of a deed of trust and security agreement from the User to Bruce H. Whitehead, as mortgage trustee , for the benefit of the Corporation, and the Board finds the form and substance of such document is satisfactory; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION, THAT: Section 1. APPROVAL OF TRANSACTION. (a) Approval of the Bonds . The Corporation hereby authorizes and irects the issuance of the Bonds in the maximum aggregate principal amount of $2 ,650 , 000 , in accordance with a trust indenture substantially in the form of the Trust Indenture , dated as of December 1, 1982 (the "Trust Indenture") , by and between the Corporation and Allied Merchants Bank of Port Arthur, Texas , as trustee (the "Trustee") , attached to this resolution as Exhibit A, the form, terms and provisions of such Indenture and the Bonds -2- S being hereby authorized and approved, and the President and any Vice President of the Corporation are hereby severally authorized and directed to execute and deliver such Indenture and the Bonds on behalf of the Corporation, and the Secretary of the Corporation is hereby authorized to attest and affix the Corporation' s seal thereto, with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by such execution thereof. (b) A royal of the Agreement. The loan of the proceeds of the sale of the Bonds (except for any amount representing accrued interest on the Bonds) by the Corpora- tion to the User in order to provide financing for the costs of acquiring and constructing the Project shall be effected pursuant to the terms and provisions of a loan agreement substantially in the form of the Loan Agreement dated as of December 1 , 1982 (the "Agreement") , by and between the Corporation and the User, attached to this resolution as Exhibit B, the form, terms and provisions of the Agreement being hereby authorized and approved, and the President and any Vice President of the Corporation are hereby severally authorized and directed to execute and deliver the Agreement on behalf of the Corporation, and the Secretary of the Corporation is hereby authorized to attest and affix the Corporation' s seal thereto , with such changes therein as the officers executing the same may approve , such approval to be conclusively evidenced by such execution thereof. (c) Requirement as to Deed of Trust and Collateral Assignment. As a condition to the actions aut orized in the Section, the User shall have executed a deed of trust and security agreement substantially in the form of the Deed of Trust and Security Agreement dated as of December 1 , 1982 (the "Deed of Trust") , from the User to Bruce H. Whitehead, as mortgage trustee , for the benefit of the Corporation, attached to this resolution as Exhibit C , the form, terms and provisions thereof being hereby authorized and approved. The assignment of the Corporation' s rights under the Deed of Trust and the Note (as defined therein) to the Trustee for the benefit of the holders of the Bonds , shall be effected pursuant to the terms and provisions of a collateral assignment and security agreement substantially in the form of the Collateral Assignment and Security Agreement dated as of December 1 , 1982 (the "Collateral Assignment") , from the Corporation to the Trustee , and attached to this Resolution as Exhibit D, the form, terms and provisions of the Collateral Assignment being hereby ,, / -3- a authorized and approved, and the President and any Vice President of the Corporation are hereby severally authorized and directed to execute and deliver the Collateral Assignment on behalf of the Corporation, and the Secretary is hereby authorized to attest and affix the Corporation' s seal thereto , with such changes therein as the officers executing the same may approve , such approval to be conclusively evidenced by such execution thereof. (d) Conditions Precedent to Closing of the Transaction. The actions and obligations authorized in this Section shall be subject to and conditioned upon the receipt by the Corporation at the Closing Date (as hereinafter defined) of (i) a letter of representation from the User , duly authorized and executed by the User, substantially in the form of the Letter of Representation, dated the Closing Date (the "Letter of Representation") and attached to this resolution as Exhibit E, the form, terms and provisions of the Letter of Representation being hereby authorized and approved and the President and any Vice President of the Corporation are hereby severally authorized to signify the Corporation' s acceptance and confirmation of such Letter of Representation by executing the same on behalf of the Corporation in multiple counterparts ; (ii) an investment letter, duly authorized and executed by the Purchaser (as hereinafter defined) , substantially in the form of the Investment Letter, dated the Closing Date (the "Investment Letter") and attached to this resolution as Exhibit F, the form, terms and provisions of such Investment Letter being hereby authorized and approved; (iii) a certificate from a representative of the Texas Industrial Commission (the "Commission") , acting on behalf of the Commission, evidencing final approval of the Loan Agreement; (iv) the purchase price for the Bonds ; and (v) such opinions , evidences , certificates , instruments or other documents as shall be requested by the Corporation' s Counsel or by Bond Counsel , to evidence due performance or satisfaction by the User at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by it. (e) Approval of Sale of the Bonds . The sale and delivery of the Bonds by t e Corporation to Allied Bank Beaumont (the "Purchaser") , at the par value thereof plus accrued interest from the date of the Bonds until the date of delivery and payment for the Bonds (the "Closing Date") , is hereby authorized and approved. At the closing of such sale , the Corporation agrees to pay the Purchaser as a commitment fee therefor an amount in cash equal to 12% of the total face amount of the Bonds which are then delivered. -4- 4 (f) Incorporation by Reference. All of the terms and provisions of the documents attached as Exhibits A through F to this resolution shall be and the same are hereby made a part of this resolution. (g) Additional Authorizations to Officers of the Corpo- ration. The officers , employees and agents of the Corporation, and each of them, shall be and each is expressly authorized, empowered and directed from time to time and at any time to do and perform all acts and things and to execute , acknowledge and deliver in the name and under the corporate seal and on behalf of the Corporation all certificates , financing statements , instruments and other papers , whether or not herein mentioned, as they may determine to be necessary or desirable in order to carry out the terms and provisions of this resolution and of the Bonds to be issued hereunder, as well as the terms and provisions of the Agreement , the Trust Indenture, the Deed of Trust , the Letter of Representation and the Collateral Assignment hereby authorized and approved, such determination to be conclusively evidenced by the performance of such acts and things and the execution of any such certificate, financing statement , instrument or other paper. (h) Filing of Transcript. The officers of the Corporation (with the assistance of the User) shall prepare a final transcript of the proceedings relating to the authorization, issuance , sale and delivery of the Bonds , which transcript shall be submitted to the Commission within thirty (30) days after the Closing Date. (i) Election Under the Code. The Corporation hereby elects to --Ea- e Section 103 (E-)—(6–) (D) of the Code and the Regulations promulgated thereunder apply to the Bonds , and the President and the Secretary of the Corporation are hereby severally authorized and directed to execute and deliver a statement to the Internal Revenue Service to the effect that the Corporation has so elected, and to deliver a copy of such statement to the Purchaser and the User. (j ) Effective Date of the Bond Resolution. This resolution shall take effect and be in u 1 orce and effect upon and after its passage. (k) Defined Terms . Unless otherwise indicated, all capitalize terms used herein shall have the meanings set forth in (i) this resolution and (ii) the documents which are incorporated herein pursuant to (f) above. This -5- resolution is sometimes herein referred to as the "Bond Resolution" . Section 2 . DATE, DENOMINATION, NUMBERS , AND MATURITIES OF THE BONDS. The Bon s initially authorized hereby shall e dated December 1 , 1982 , shall be issued and delivered in the form of a fully registered bond, without coupons , payable in installments to the registered owner thereof, or its registered assigns , all in the manner hereinafter provided, with the Bond to be numbered R-001 in the denomination and principal amount of $2 , 650 ,000 . 00 , being initially payable to Allied Bank Beaumont in annual installments on the dates and in the amounts as set forth in Section 5 hereof. Section 3 . INTEREST ON THE BONDS. The Bonds initially authorized hereby shall bear interest on the unpaid balance of the principal amount thereof from the date of delivery to the initial purchaser thereof (which date shall be indicated by the Trustee in the Delivery Certificate appearing on the Bond) to the scheduled due date , or date of prepayment or redemption prior to the scheduled due date , of the principal installments of the Bonds , at a per annum rate equal to the Bond Interest Rate (as defined in Section 5 hereof) , with a minimum rate of 9% per annum and a maximum rate of 15% per annum. The interest shall be payable on the dates and in the manner provided in Section 5 . Section 4 . GENERAL CHARACTERISTICS OF THE BONDS. (a) In General. The Bonds initially authorized hereby shall be issued, shall be payable , may or shall be prepaid or redeemed prior to the scheduled principal installment payment dates , may be transferred and assigned, shall have the characteristics , and shall be signed, executed and sealed, all as provided and in the manner indicated in Section 5 . After the Bonds have been authorized to be issued by the Board but prior to the delivery of the Bonds , the Trustee shall authenticate the Bonds by executing the Trustee ' s Certificate of Authentication appearing on the Bonds as provided in Section 5 . In addition, on the date of delivery of the Bonds to the initial purchasers thereof, the Trustee shall fill in the date of delivery of the Bonds in the Delivery Certificate appearing on the Bonds as provided in Section 5 . (b) RRe i�stration Books . The Corporation shall keep or cause to be kept at the principal corporate trust office of the Trustee books for the registration and transfer of Bonds -6- (the "Bond Registration Books") and the Corporation hereby appoints the Trustee as its registrar and transfer agent (the "Registrar") to keep such books and make such registrations and transfers under reasonable regulations as the Corporation or the Registrar may prescribe; and the Registrar will register or transfer as herein provided any Bonds upon presentation thereof at such office. The Corporation, the User and each Bondholder shall have the right to inspect the Bond Registration Books during the normal business hours of the Trustee . Registration of the Bonds may be transferred only on the Bond Registration Books upon surrender thereof by the registered owner in person or by his duly authorized attorney, by proper written instrument or transfer, in the form and with guaranty of signatures satisfactory to the Registrar, duly executed by such owner or attorney. Upon such surrender for transfer of registration, the Registrar shall make notation of such transfer on the Bonds in the Assignment section appearing thereon and in the Bond Regis- tration Books . Such transfers of registration shall be made without charge to the owner of such Bonds , but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the Bondholder requesting such transfer of registration, as a condition precedent to the exercise of such privilege. (c) Payment to Registered Owner. The person in whose name any Bond shall e registered on the Bond Registration Books may be deemed and treated as the absolute owner thereof for all purposes of this Bond Resolution and the Trust Indenture whether or not such Bond shall be overdue, and the Corporation, the Trustee , and the User shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, agreed liquidated damages , if any, and interest on any such Bond shall be made only to such registered owner thereof; but such registration may be changed as provided herein. 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. (d) Notation of Prepayment. The Corporation hereby appoints t e Trustee as the Paying Agent for the Bonds . Upon the prepayment or partial redemption of any Bond, the Trustee, as Registrar and Paying Agent , shall note in the Prepayment Record appearing on such Bond the amount of such prepayment or redemption, the date said payment was made and the remaining unpaid principal balance of said Bond and shall then have said entry signed by an authorized official of the Trustee. The Trustee shall also record such information in the Bond Registration Books , and the Trustee shall also record in the Bond Registration Books all payments of principal installments on the Bonds when made on their respective due dates . Section 5 . FORM OF BOND. The form of Bond, together with the forms of the various certificates and forms to appear on the Bonds , shall be substantially as follows , with necessary and appropriate variations , omissions , and insertions as permitted or required by this Bond Resolution: Q -8- FORM OF BOND NO. $ UNITED STATES OF AMERICA STATE OF TEXAS BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DEVELOPMENT REVENUE BOND SERIES 1982 (700 CALDER, INCORPORATED PROJECT) BEAUMONT INDUSTRIAL DEVELOPMENT CORPORATION (the "Corporation") , being a nonstock, nonprofit industrial development corporation organized and existing under the laws of the State of Texas , including particularly the Development Corporation Act of 1979 , Art. 5190 . 6 , Vernon' s Annotated Texas Civil Statutes (the "Act") , and acting on behalf of the City of Beaumont, Texas , hereby promises to pay to or its registered assigns , the aggregate principal amount of DOLLARS in installments , as follows : PRINCIPAL PRINCIPAL DATE AMOUNT DATE AMOUNT 1/1/85 1/1/95 2/1/85 2/1/95 3/1/85 3/1/95 4/1/85 4/1/95 5/1/85 5/1/95 6/1/85 6/1/95 7/1/85 7/1/95 8/1/85 8/1/95 9/1/85 9/1/95 10/1/85 10/1/95 11/1/85 11/1/95 12/1/85 12/1/95 1/1/86 1/1/96 2/1/86 2/1/96 3/1/86 3/1/96 4/1/86 4/1/96 5/1/86 5/1/96 6/1/86 6/1/96 -9- PRINCIPAL PRINCIPAL DATE AMOUNT DATE AMOUNT 7/1/86 7/1/96 8/1/86 8/1/96 9/1/86 9/1/96 10/1/86 10/1/96 11/1/86 11/1/96 12/1/86 12/1/96 1/1/87 1/1/97 2/1/87 2/1/97 3/1/87 3/1/97 4/1/87 4/1/97 5/1/87 5/1/97 6/1/87 6/1/97 7/1/87 7/1/97 8/1/87 8/1/97 9/1/87 9/1/97 10/1/87 10/1/97 11/1/87 11/1/97 12/1/87 12/1/97 1/1/88 1/1/98 2/1/88 2/1/98 3/1/88 3/1/98 4/1/88 4/1/98 5/1/88 5/1/98 6/1/88 6/1/98 7/1/88 7/1/98 8/1/88 8/1/98 9/1/88 9/1/98 10/1/88 10/1/98 11/1/88 11/1/98 12/1/88 12/1/98 1/1/89 1/1/99 2/1/89 2/1/99 3/1/89 3/1/99 4/1/89 4/1/99 5/1/89 5/1/99 6/1/89 6/1/99 7/1/89 7/1/99 8/1/89 8/1/99 9/1/89 9/1/99 10/1/89 10/1/99 11/1/89 11/1/99 12/1/89 12/1/99 1/1/90 1/1/2000 2/1/90 2/1/00 3/1/90 3/1/00 j� -10- �/ PRINCIPAL PRINCIPAL DATE AMOUNT DATE AMOUNT 4/1/90 4/1/00 5/1/90 5/1/00 6/1/90 6/1/00 7/1/90 7/1/00 8/1/90 8/1/00 9/l/90 9/1/00 10/1/90 10/1/00 11/1/90 11/1/00 12/1/90 12/1/00 1/1/91 1/1/01 2/1/91 2/1/01 3/1/91 3/l/01 4/1/91 4/1/01 5/1/91 5/1/01 6/1/91 6/1/01 7/1/91 7/1/01 8/1/91 8/l/01 9/l/91 9/1/01 10/1/91 10/1/01 11/1/91 11/1/01 12/1/91 12/1/01 1/1/92 1/1/02 2/1/92 2/l/02 3/1/92 3/1/02 4/1/92 4/1/02 5/1/92 5/1/02 6/1/92 6/1/02 7/1/92 7/1/02 8/1/92 8/1/02 9/1/92 9/1/02 10/1/92 10/l/02 11/1/92 11/1/02 12/1/92 12/1/02 l/l/93 1/1/03 2/1/93 2/1/03 3/1/93 3/1/03 4/1/93 4/1/03 5/1/93 5/1/03 6/1/93 6/1/03 7/1/93 7/1/03 8/1/93 8/1/03 9/1/93 9/l/03 10/1/93 10/1/03 11/1/93 11/1/03 12/1/93 12/1/03 PRINCIPAL PRINCIPAL DATE AMOUNT DATE AMOUNT 1/1/94 1/1/04 2/1/94 2/1/04 3/1/94 3/1/04 4/1/94 4/1/04 5/1/94 5/1/04 6/1/94 6/1/04 7/1/94 7/1/04 8/1/94 8/1/04 9/1/94 9/1/04 10/1/94 10/1/04 11/1/94 11/1/04 12/1/94 12/1/04 and to pay interest thereon, from the date of delivery hereof (which date appears in the Delivery Certificate endorsed on this Bond) , on the balance of said principal amount from time to time remaining unpaid, at a per annum rate equal to the Bond Interest Rate (as hereinafter defined) , with a minimum rate of 9% per annum and a maximum rate of 15% per annum, and at a rate of 15% per annum on overdue principal and, to the extent legally permissible , on overdue interest, with the interest being payable during the period from December 1 , 1982 , and thereafter while this Bond is outstanding, on the first day of each month commencing January 1 , 1983 ; provided that such principal and interest are payable solely from the sources and in the manner hereinafter described, and solely as authorized and provided in the Act. THE TERM "PRIME RATE" shall mean the annual rate of interest announced by Allied Bank Beaumont from time to time for prime commercial loans of 90-day maturities to its most creditworthy customers , adjusted on a quarterly basis . Such adjustments shall be made on the first day of each January, April, July and October (or if a non-banking day, then on the succeeding banking day) , commencing January 1, 1983 . For purposes of this Bond, the Prime Rate in effect on the date hereof shall be deemed to be 12%. The term "Bond Interest Rate" shall mean the Prime Rate multiplied by . 70 . Accordingly, for purpose of illustration only, if the Prime Rate equals 12% , the Bond Interest Rate would be 8 . 40% , increased to the minimum rate of 9% per annum. THE TRUSTEE (as hereinafter defined) shall give the Corporation and the User telephone notice [confirmed by the Trustee ' s written notice to the User and the Corporation r!�- �/�/ -12- pursuant to the notice provisions contained in Section 6 . 06 of the Agreement (as hereinafter defined) ] of the Bond Interest Rate, the Trustee ' s determination of such Rate and the total interest due on the then outstanding principal amount of this Bond (the "Interest Calculation") on a date (the "Calculation Date") not less than five (5) days prior to the date (the "Payment Date") fixed for any payment of interest on any unpaid principal installment of this Bond. The Interest Calculation shall establish the full amount of interest due on a particular Payment Date. The Interest Calculation with respect to a particular Payment Date shall be made on the Calculation Date therefor using the Bond Interest Rate as of such Calculation Date. If the Bond Interest Rate as of a particular Payment Date differs from the Bond Interest Rate as of the Calculation Date therefor, the Interest Calculation for the period preceding the next Calculation Date (and accordingly the amount of interest due on the next Payment Date) shall be adjusted to reflect such difference. Provided, however, with respect to the Interest Calculation for the Payment Date on which the Corporation shall pay the entire principal amount of this Bond, any such adjustment shall be made on such Payment Date and the Trustee shall provide the Corporation and the User with telephone notice (confirmed by written notice as aforesaid) of any such adjustment and the Corporation shall pay the actual amount of interest due as of such Payment Date. THE PRINCIPAL of and interest on this Bond shall be payable in lawful money of the United States of America, without exchange or collection charges . Payment of principal and interest, shall be made to the registered owner by check or draft mailed by Allied Merchants Bank of Port Arthur, Texas (the "Trustee" , "Paying Agent" , and "Registrar" for this Bond) or its successor appointed under the Trust Indenture (hereinafter defined) , to the registered owner at its address as it appears on the Bond Registration Books kept by the Trustee; provided that in the alternative such payment may be made by any other method requested in writing by the registered owner, subject to the approval of the Trustee. The final payment of principal on this Bond shall be paid only upon surrender of this Bond to the Trustee for cancellation. Any prepayment or redemption of any principal installments of this Bond shall be made only upon presentation of this Bond to the Trustee , who shall make notation of such prepayment or redemption in the Prepayment Record endorsed hereon. THIS BOND is one of a series of Bonds dated as of December 1 , 1982 , authorized and issued in the aggregate -13- principal amount of $2 , 650 , 000 pursuant to a resolution adopted by the Board of Directors of the Corporation (the "Bond Resolution") on behalf of the City of Beaumont , Texas , all issued or to be issued under a trust indenture, dated as of December 1 , 1982 (the "Trust Indenture") , between the Corporation and the Trustee, pursuant to and in full conformity with the Constitution and the laws of the State of Texas . The Bonds are issued in order to provide funds for the Corporation to lend to 700 Calder, Incorporated (the "User") , a Texas corporation qualified to do business in that State, to finance the acquisition and construction of certain commercial facilities (together with the User' s interest in the site thereof, the "Project") . The proceeds of the sale of the Bonds will be lent to the User pursuant to a loan agreement , dated as of December 1, 1982 (the "Agreement") , between the Corporation and the User, and the User ' s obligations under the Agreement will be further evidenced by the User' s execution and issuance of a note (the "Note") in an amount equal to the aggregate principal amount of the Bonds . Contemporaneously with the execution of the Agreement, the User executed a deed of trust and security agreement dated as of December 1 , 1982 (the "Deed of Trust") , pursuant to which the User bargained, sold, granted, conveyed, transferred, mortgaged, pledged and assigned to Bruce H. Whitehead, as mortgage trustee, for the use and benefit of the Corporation, and further granted to the Corporation a security interest in, certain portions of the Project, in order to secure the payment of the Installment Loan Payments (as defined in the Agreement) and the Note , according to their tenor and effect , and certain other indebtedness of the User, and the performance and observance by the User of all of the covenants expressed or implied in the Deed of Trust , the Agreement , and the Note; and the Corporation executed a collateral assignment and security agreement dated as of December 1 1982 (the "Collateral Assignment") , pursuant to which the Corporation conveyed, assigned, transferred and delivered and granted a . security interest to the Trustee in the Note and all rights ; titles , interest , liens , privileges , claims , demands and equities existing and to exist in connection with or as security for payment of the Note , including its rights , titles and interests arising under the Deed of Trust in order to secure payment of the Bonds according to their tenor and effect and the performance by the Corporation of all the covenants expressed or implied herein and in the Trust Indenture and the Collateral Assignment. ON ANY DATE, the unpaid principal installments of this Bond are subject to optional prepayment or redemption and -14- may be prepaid or redeemed prior to their scheduled due dates , by the Trustee, at the option of the Corporation, upon written notice of the exercise of the option to prepay or redeem delivered to the Trustee by the Corporation not later than the 45th day prior to the date of prepayment or redemption. Such unpaid principal installments may be so prepaid or redeemed as a whole on any date , or in part on any interest payment date (and, if in part, such installment shall be prepaid or redeemed in inverse chronological order of their scheduled due dates , and in amounts not less than all of an unpaid principal installment) , for the principal amount thereof and accrued interest thereon to the date of prepayment or redemption but without any premium. PROMPTLY AFTER ANY DATE ON WHICH the unpaid principal installments of this Bond are subject to mandatory prepayment or redemption as a whole as a result of occurrence of a Taxable Event and a Final Determination of Taxability, all such installments shall be prepaid or redeemed prior to their scheduled due dates by the Trustee, with funds which shall be furnished by the Corporation, on the earliest practicable date , and in all events within sixty days , following the latter of such occurrences as provided for in the Agreement. The prepayment or redemption price in such event shall be equal to the unpaid principal amount of this Bond so prepaid or redeemed, plus accrued interest to the date of prepayment or redemption, plus an additional amount calculated by multiplying an amount equal to 1% of the unpaid principal amount of this Bond by the number of complete 3-month periods elapsed between the date of the Taxable Event and the actual prepayment or redemption date , with such additional amount being payable on the prepayment or redemption date to the extent not theretofore paid pursuant to the next following paragraph and with such additional amount being the agreed liquidation damages (for loss of a bargain and not as a penalty) which the owner of this Bond will be due because of the breach of the covenants in Section 4 . 06 of the Agreement with respect to the tax exempt status of the interest on this Bond. Such prepayment or redemption price shall constitute the entire amount due with respect to this Bond as a result of the occurrence of a Taxable Event and a Final Determination of Taxability. IN ADDITION, if there shall be a Taxable Event and a Final Determination of Taxability, the Corporation shall be obligated to pay, and promptly shall make payment of, an additional amount to the Trustee for the sole benefit of the owner or owners of this Bond during the period between the Taxable Event and the Final Determination of Taxability (the �/ -15- "Applicable Period") . Such payment shall be sufficient in the aggregate to pay in respect of each principal installment of this Bond which was paid or prepaid or redeemed during the Applicable Period, the amount the owner hereof would have received as agreed liquidated damages pursuant to the immediately preceding paragraph if and assuming that the aforesaid mandatory redemption date had occurred on the actual date of payment or prepayment or redemption of such principal installment. The Trustee shall pay such additional amount to the owner or owners of this Bond during the Applicable Period, as shown by the Bond Registration Books. ON ANY DATE but only with and to the extent of any surplus funds remaining in the Construction Fund after the completion of the Project as provided and required by Section 16 of the Bond Resolution, the unpaid principal installments of this Bond shall be prepaid or redeemed prior to the scheduled due dates by the Trustee , in inverse chronological order of their scheduled due in (in the denominations of $1, 000 or any integral multiple thereof or in amounts not less than all of an unpaid principal installment) , at a prepayment or redemption price equal to the principal amount thereof to be prepaid or redeemed plus accrued interest thereon to the date of prepayment or redemption, and without premium. IF THE FULL PRINCIPAL AMOUNT OF THS BOND IS OTHERWISE UNPAID, and if between the first day of any July and August in any year commencing on August 1 , 1987 , the owners of 75% in aggregate principal amount of the Bonds then outstanding shall notify the Trustee in writing that they elect mandatory redemption of their Bonds , then, in such event , the Trustee shall so notify the Corporation and the User no later than the tenth day of the next following September, whereupon the Trustee shall redeem on the next following December 1 , with funds provided by the Corporation, this Bond and all other Bonds then outstanding at a redemption price equal to the unpaid principal amount of this Bond and all other Bonds on such December 1 , plus accrued interest hereon to such date , but without premium of any kind. ON OR BEFORE DECEMBER 1 , 1987 , this Bond is subject to purchase in whole by the User or its designee , and may be purchased by the User or its designee, at the User' s option, at a purchase price equal to the unpaid principal installments hereof, plus accrued interest hereon to the date of purchase, and without premium. By the purchase and acceptance of this Bond, the owner thereof agrees to enter -16- into a timely, binding commitment to sell this Bond to the User or its designee on such date as the User or its designee shall designate, which date shall be on or before December 1, 1987 , at a price equal to the principal amount hereof plus accrued interest hereon to the date of such sale , and without premium. THE AGREEMENT recites that any provision for any payment of this Bond contained in the Agreement shall be held to be subject to reduction to the amount allowed under the usury laws of the State of Texas as now or hereafter construed by the courts having jurisdiction, and it is agreed by the Corporation and the owner of this Bond that in no event shall usury be paid or collected with respect to this Bond (whether as or in the form of liquidated damages or otherwise) . AT LEAST 7 DAYS PRIOR to the date fixed for any prepayment or redemption of the unpaid principal installments of this Bond, the Trustee shall cause a written notice of such redemption to be mailed to the registered owner of this Bond addressed to such owner at the address appearing on the Bond Registration Books . By the date fixed for any such prepayment or redemption, due provision shall be made by the Corporation with the Trustee and the Paying Agent for the payment of the principal amount of this Bond which is to be prepaid or redeemed, plus accrued interest thereon to the date fixed for prepayment or redemption, plus any required prepayment or redemption premium, and any other amounts due the owner of this Bond. If such written notice of prepayment or redemption is given and if due provision for payment of the redemption price is made, all as provided above , the unpaid principal installments of this Bond which are to be prepaid or redeemed, thereby automatically shall be deemed to have been prepaid or redeemed prior to their scheduled due dates , and they shall not bear interest after the date fixed for prepayment or redemption, and they shall not be regarded as being outstanding except for the right of the owner hereof to receive the redemption price from the Paying Agent out of the funds provided for such payment. Upon presentation of this Bond to the Paying Agent , such unpaid principal installments which are to be prepaid or redeemed shall be paid at the redemption price. Except as set forth above, this Bond is not subject to prepayment or redemption prior to maturity. 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 p // -17- where the Paying Agent 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 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 of payment. IT IS HEREBY CERTIFIED AND COVENANTED that this Bond has been duly and validly authorized, issued, 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 revenue obligation of the Corporation, and that the principal of and interest on this Bond are payable from and secured by a first lien on and pledge of the payments designated as "Installment Loan Payments" to be made or paid, or caused to be made or paid, to the Trustee , pursuant to the Bond Resolution, the Trust Indenture and the Agreement. The User, which is a corporation organized and existing under the laws of the State of Texas , is unconditionally obligated to make or pay, or cause to be made or paid, without set-off, recoupment , or counterclaim, to the Trustee each such "Installment Loan Payment" for deposit into the Debt Service Fund created for the benefit of the Bonds by the Bond Resolution, in aggregate amounts sufficient to pay and redeem, and provide for the payment and redemption of, the principal of and interest on this Bond, and to pay all other amounts required by the Agreement , the Bond Resolution, and the Trust Indenture when due, subject to and as required by the provisions of the Agreement, the Bond Resolution, and the Trust Indenture. THIS BOND is secured by the Trust Indenture whereunder the Installment Loan Payments are pledged as collateral and the Trustee is custodian of the Debt Service Fund and is obligated to enforce the rights of the owner of this Bond and to perform other duties in the manner and under the conditions stated in the Trust Indenture. In case an "Event of Default" , as defined in the Trust Indenture , shall occur, the unpaid principal installments of this Bond may be declared to be due and payable immediately upon the conditions and in the manner provided in the Trust Indenture. This Bond is additionally secured by the Collateral Assignment of the Corporation' s rights with respect to the Note and the Deed of Trust. Reference is hereby made to the Bond Resolution, the Trust Indenture, the Deed of Trust , the Agreement and the Collateral Assignment for additional provisions with respect to the nature and extent of the security, the rights , duties , and obligations of the User, the Corporation, the Trustee, and the owner of this Bond, the terms upon which this Bond is issued and secured, and the modification of any of the foregoing. THE CORPORATION has reserved the right , subject to the restrictions stated in the Bond Resolution, to issue additional parity revenue bonds ("Additional Bonds") which, when issued and delivered, shall be payable from the Debt Service Fund, and shall be payable from and secured by a first lien on the pledge of "Installment Loan Payments" pursuant to the Agreement and entitled to the benefits of and secured by the Trust Indenture, and the Deed of Trust in the same manner and to the same extent as , and shall be on a parity with, this Bond and all then outstanding Additional Bonds . THE CORPORATION also has reserved the right to amend the Bond Resolution and the Trust Indenture , as provided therein; and under some (but not all) circumstances amendments thereto must be approved by the owners of 75% in aggregate principal amount of the Bonds then outstanding and any Additional Bonds then outstanding. THE BONDS AND any coupons appertaining thereto are limited obligations of the Corporation and shall be payable solely out of the revenues derived from or in connection with the Agreement , including all sums deposited from time to time pursuant to the Agreement, the Trust Indenture and the Note in the Debt Service Fund established under the Trust Indenture , and in certain events out of amounts attributable to Bond proceeds or amounts secured through exercise of the remedies provided in the Trust Indenture, or in the Deed of Trust, or in the Collateral Assignment upon occurrence of an event of default thereunder. Neither the State of Texas nor the City of Beaumont nor any political corporation, subdivision or agency of the State of Texas shall be obligated to pay the principal of or premium, if any, or liquidated damages , if any, or interest on the Bonds and neither the faith and credit nor the taxing power of the State of Texas , the City of Beaumont, or any other political corporation, subdivision or agency of the State of Texas is pledged to the payment of the principal of or interest on the Bonds . No recourse under this Bond shall be had against any past, present or future officer of the Corporation or of the City of Beaumont . The Bonds shall never be paid in whole or in part out of any funds raised or to be raised by e412-Y �v -19- taxation or out of any other revenues of the Corporation, the City of Beaumont, or the State of Texas except those revenues pledged by the Trust Indenture. THIS BOND may be assigned and shall be transferred only on the Bond Registration Books of the Corporation kept by the Trustee , as Registrar, upon the terms and conditions set forth in the Bond Resolution, the Trust Indenture and the Assignment provisions endorsed hereon. Such transfers shall be without expense to the owner hereof, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the owner requesting such transfer as a condition precedent to the exercise of such privilege. The registered owner of this Bond may be deemed and treated by the Corporation, the Trustee, and the User, as the absolute owner thereof for all purposes , including payment and discharge of liability upon such Bond to the extent of such payment , and the Corporation, the Trustee, and the User shall not be affected by any notice to the contrary. THIS BOND shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture until the Trustee ' s Certificate of Authentication hereon shall have been signed by the Trustee and the Delivery Certificate hereon shall have been completed. IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signatures of the President and the Secretary of the Corporation, and the official seal of the Corporation affixed on this Bond. BEAUMONT INDUSTRIAL ATTEST: DEVELOPMENT CORPORATION By: Secretary President (CORPORATION' S SEAL) J/ -20- FORM OF TRUSTEE ' S CERTIFICATE OF AUTHENTICATION TRUSTEE' S CERTIFICATE OF AUTHENTICATION This Bond is the Bond initially issued under the pro- visions of the within mentioned Agreement, Bond Resolution, and Trust Indenture. ALLIED MERCHANTS BANK OF PORT ARTHUR, TEXAS By: Its : Authorized Officer TRUSTEE FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the registered owner of this Bond last listed below sells , assigns , and transfers the within Bond to the Assignee lasted listed below, and hereby author- izes the transfer of this Bond on the Bond Registration Books of the Trustee. Such assignment shall not be effective until such Assignee presents this Bond to the Trustee for verification of such assignment and gives the Trustee its address to which payments shall be made and the Trustee makes notation of such Assignment below. DATE OF REGISTERED SIGNATURE ASSIGNMENT OWNER ASSIGNEE OF REGISTRAR r� // -21- FORM OF DELIVERY CERTIFICATE DELIVERY CERTIFICATE THIS BOND was delivered to and paid for by the purchaser hereon on FORM OF PREPAYMENT RECORD PREPAYMENT RECORD Principal Name & Title Signature Date Prepayment Remaining of Authorized of of or Principal Officer Authorized Pmt. Redemption Balance Making Entry Officer 99 -22- Section 6 . PLEDGE. The Bonds and the interest thereon are and shall be pay�a Ie from and secured by a first lien on and pledge of the payments designated as Installment Loan Payments to be made or paid, or caused to be made or paid, to the Trustee by the User, pursuant and subject to the terms and provisions of this Bond Resolution, the Trust Indenture, and the Agreement; and such Installment Loan Pay- ents are further pledged irrevocably to the establishment and maintenance of the Debt Service Fund hereinafter created. The Bonds are additionally secured as provided in the Collateral Assignment. Section 7 . DEBT SERVICE FUND. (a) Establishment of Debt Service Fund. A separate and special trust fund to be designated and known as the "Debt Service Fund" shall be established by the Corporation with the Trustee for the benefit of the owners of the Bonds pursuant to the Agreement and the Trust Indenture , and maintained as provided in this Bond Resolution and the Trust Indenture, as long as any of the Bonds , or interest thereon, is outstanding and unpaid. (b) Accrued Interest. Immediately after the delivery of the Bonds to the initial purchasers thereof, all accrued interest , if any, received from the proceeds from the sale and delivery of the Bonds , shall be transferred by the Trustee into the Debt Service Fund. (c) Installment Loan Payments . Pursuant to the Agreement and the Trust Indenture , the User shall make or pay, or cause to be made or paid, to the Trustee , which shall deposit into the Debt Service Fund, Installment Loan Payments as follows : (1) On or before each interest payment date as provided in Section 5 hereof, an amount which, together with any other amounts then on deposit therein and available for such purposes , will be sufficient to pay the interest coming due on the Bonds on each interest payment date; and (2) On or before each principal payment date as provided in Section 5 hereof, an amount which, together with any other amounts then on deposit therein and available for such purpose , will be sufficient to pay the principal of the Bonds scheduled to be paid on each principal payment date; and -23- �'�-�- 7 7 (3) On or before any optional or mandatory prepayment or redemption date as permitted or required in Section 5 hereof, an amount which, together with any other amounts then on deposit and available for such purpose, will be sufficient to pay the prepayment or redemption price (including any agreed liquidated damages) specified therein; and (4) Promptly after the occurrence of a Taxable Event and a Final Determination of Taxability, the additional amount required to pay the agreed liquidated damages to the owners of the Bonds for any installments of principal which were unpaid on the date of any Taxable Event, but which were paid or redeemed prior to the prepayment or redemption of all unpaid principal installments after a Final Determination of Taxability, all as provided in Section 5 hereof; and (5) On any date on which the Bonds are declared to be immediately due and payable pursuant to the Trust Indenture , an amount which, together with any other amounts then on deposit and available for such purpose , will be sufficient to pay the principal of all Bonds then outstanding and the interest accrued thereon to such date; and (6) Promptly after receipt of each statement and request for payment , an amount equal to the charges of the Trustee for performing the duties of Trustee and Registrar, and the charges of the Paying Agent for the Bonds , as designated in Section 5 hereof, for paying or redeeming principal installments of the Bonds , and paying the interest thereon. In the event the User should fail to make , or cause to be made, any of the required Installment Loan Payments set forth in this Section, each such required payment shall continue as an obligation of the User until fully paid, and the User agrees to pay the same to the Trustee , for the benefit of the owners of the Bonds , with interest thereon, to the extent legally permissible , at the rate of 15% per annum, from the date any such payment was due until payment thereof. (d) Redemption. The Bonds initially authorized hereby shall be subject to redemption, and may or shall be redeemed, as specified in Section 5 hereof. -24- (e) Payments from Debt Service Fund. Except as otherwise specifically provided in this Bond Resolution or the Trust Indenture, the Debt Service Fund shall be used by the Trustee only to pay the principal of, and prepayment or redemption premium, if any, agreed liquidated damages , if any, and interest on the Bonds , when due , and the charges of the Trustee , Registrar, and Paying Agent; and the Trustee shall make available to the Paying Agent , out of the Debt Service Fund, the amounts required to pay or redeem the principal of and interest on the Bonds when due , and the Trustee shall make all other payments as required by this Initial Bond Resolution and the Trust Indenture. (f) Immediately Available Funds .. The User shall make all Installment Loan Payments in funds that will be immediately available and allow the Paying Agent to pay, in lawful money of the United States of America, the principal, interest, and other amounts with respect to the Bonds , when due. (g) Investment of Funds . Any money held as part of the Debt Service Fund s a 1 be invested or reinvested by the Trustee , upon the written direction of the Approving Officer in any obligations of the United States Government or its agencies or in certificates of deposit of banks approved by the Trustee , including certificates of deposit of the Trustee. The Trustee shall make no investments except as specifically directed by the Approving Officer. The investments of the Debt Service Fund shall be deemed to be a part of such Fund, and, for the purpose of determining the amount of money in such Fund, such investments shall be valued at their cost or market value, whichever is lower. The income and profits , including realized discount on obligations purchased, received from such investments shall be deposited in or credited to the Debt Service Fund, and any losses on investments thereon shall be charged against the Debt Service Fund. If at any time it shall become necessary that some or all of the investments made with the moneys from the Debt Service Fund be redeemed or sold to raise moneys necessary to comply with the provisions of this Bond Resolution or the Trust Indenture, the Trustee shall, without further authorization, effect such redemption or sale , employing, in the case of a sale, any commercially reasonable method of effecting the same. The Trustee shall not be liable or responsible for any loss resulting from any such investment or resulting from the redemption or sale of any such investment as herein authorized, except that the Trustee shall be liable for (1) any loss resulting from its willful or negligent failure, within a reasonable time after -25- receiving the written direction from the Approving Officer, to make , redeem, or sell any investment in the manner provided for herein, and (2) except for any redemption or sale made pursuant to the next preceding sentence of this paragraph, for any loss resulting from the making, redeeming, or selling of any investment which was not authorized by written direction of the Approving Officer. If the Trustee is unable , after reasonable effort and within a reasonable time, to make, redeem, or sell any such investment, it shall so notify in writing the Approving Officer and thereafter the Trustee shall be relieved of all responsibility with respect thereto. In the event of any such loss , the User shall make additional deposits to restore same if and to the extent required to enable the Trustee to make all payments required to be made from the Debt Service Fund, and such additional deposits shall constitute additional amounts of "Installment Loan Payments" . Section 8 . SECURITY FOR FUNDS . All uninvested money in all Funds established pursuant to this Bond Resolution (including the Debt Service Fund and the Construction Fund) shall be secured by the Trustee. Section 9 . THE USER' S PAYMENTS. (a) Unconditional Obli ation. The User has covenanted in t e Agreement and the Trust Indenture, and, by the approval of this Bond Resolution, the User further has unconditionally obligated itself and agreed, regardless of and notwithstanding any provisions of the Agreement (other than Sections 6 . 01 and 6 . 02 thereof relating to merger, consolidation, transfer of assets , and assignment) , and regardless of the provisions of any other agreement or contract to the contrary, to make or pay, or cause to be made or paid, without set-off, recoupment, or counterclaim, the Installment Loan Payments to the Trustee in the amounts required by Section 7 (c) to be made into the Debt Service Fund, and to make such payments on or before the dates specified in this Bond Resolution and the Trust Indenture; and said payments by the User shall be and constitute the Installment Loan Payments as contemplated and required by the Agreement. Each Bondholder is and shall be entitled to rely unconditionally on the agreements , covenants , and representations set forth in this Bond Resolution and the Trust Indenture. (b) Prepayments . It is further understood that the User may prepay all or any part of each Installment Loan -26- 1-2-�z�� Payment , and any such prepayment , and any earnings thereon, shall be applied by the Trustee to the payment of each Installment Loan Payment; provided that the prepayment or redemption at any time of any unpaid principal installments of the Bonds prior to their due dates , with funds from any source (whether from Installment Loan Payments or otherwise) , shall not relieve the User of its obligation to make or pay, or cause to be made or paid, each Installment Loan Payment as specified in Section 9(a) , when due with respect to any remaining unpaid principal installments of the Bonds . Section 10 . ADDITIONAL PARITY BONDS. (a) Additional Bonds . The Corporation reserves the right , upon the request of the User, to issue additional parity revenue bonds ("Additional Bonds") in any amounts , for any lawful purpose or purposes , including the refunding of any outstanding Bonds . Such Additional Bonds , along with the Bonds authorized by this Bond Resolution, shall be considered, constitute , and be "Bonds" as defined in, and for all purposes of, the Agreement and the Trust Indenture. When issued and delivered, such Additional Bonds , the redemption premium, if any, agreed liquidated damages , if any, and the interest thereon shall be payable from the Debt Service Fund, and shall be payable from and secured by a first lien on and pledge of Installment Loan Payments pursuant to the Agreement, and secured by the Trust Indenture and the Collateral Assignment in the same manner and to the same extent as , and be on a parity with, all then outstanding Bonds and Additional Bonds . Such Additional Bonds may be issued in one or more series or issues , in various principal amounts , maturing at different times , bearing interest at different rates , be payable in installments or otherwise be redeemable prior to maturity, with or without redemption premium, on whatever terms or prices , and may contain such other provisions as may be provided in any Bond Resolution authorizing the issuance of such Additional Bonds . It is provided, however, that no series or issue of Additional Bonds shall be issued unless : (i) In the opinion of Bond Counsel (A) the issu- ance of such Additional Bonds will not adversely affect the exemption from federal income taxation of the interest on the then outstanding Bonds and Additional Bonds , or affect the validity of the then outstanding Bonds or Additional Bonds and (B) such Additional Bonds are secured in the same manner and to the same extent -27- as and are on a parity with all then outstanding Bonds and Additional Bonds ; (ii) A certificate is executed by the President and Secretary of the Corporation to the effect that no default exists in connection with the Bonds or the Trust Indenture (or any amendment or supplemental thereto) or with any of the covenants or requirements of this Bond Resolution or the Bond Resolutions (or any amendments or supplements thereto) authorizing the issuance of all then outstanding Bonds and Additional Bonds , and that the Debt Service Fund contains the amount then required to be on deposit therein; (iii) The Bond Resolution authorizing the issuance of such series or issue of Additional Bonds provides for additional Installment Loan Payments to be deposited into the Debt Service Fund in amounts sufficient to pay all principal of, redemption premium, if any, agreed liquidated damages , if any, and interest on such Additional Bonds , together with all Trustee, Registrar, and Paying Agent fees and expenses attributable to such Additional Bonds ; (iv) The Approving Officer and the Trustee, but only with the consent of the holders of at least seventy five percent (75%) of the then outstanding principal amount of the Bonds and Additional Bonds , if any, approve in writing the Bond Resolution authorizing the issuance of such series or issue of Additional Bonds , as required by the Agreement; (v) The Trustee , Paying Agent, and principal and interest payment dates during any year in which principal and interest on such Additional Bonds are scheduled to be paid, are the same for the Additional Bonds and the Bonds . (vi) The Texas Industrial Commission expressly gives its prior approval to the issuance of such Addi- tional Bonds . (b) Amendments to Trust Indenture Unnecessar . It shall not be necessary or required that t e Trust Indenture be amended or supplemented to cause any series or issue of Additional Bonds to be secured by the Trust Indenture. All that shall be necessary or required to cause any such Addi- tional Bonds to be secured by the Trust Indenture is for the Corporation to deliver to the Trustee a certified copy of -28- 17-1"e-�� the Bond Resolution authorizing their issuance prior to the delivery of such Additional Bonds . Section 11 . SPECIAL COVENANTS . The Corporation further covenants as o ows : (a) Installment Loan Payments Pledged to Bonds Only. Other than f or t e payment ot the Bonds and except as provided in this Bond Resolution, the Trust Indenture and the Collateral Assignment , the Installment Loan Payments , the Deed of Trust and the Note have not in any manner been pledged to the payment of any debt or obligation of the Corporation. (b) Non-Encumbrance. While any of the Bonds are outstanding, the Corporation will not (except with respect to the Bonds and any Additional Bonds and except as provided in the Agreement , any Bond Resolution, or the Trust Indenture) in any manner whatsoever create, assume , or suffer to exist , directly or indirectly, any mortgage, lien, encumbrance, pledge , or charge against the Debt Service Fund, the Installment Loan Payments , the Construction Fund, the Deed of Trust , the Note, or any property or moneys deposited with the Trustee. (c) Performance by Corporation. The Corporation will carry out a= of its covenants and obligations under this Bond Resolution; and the Corporation may be required to carry out such covenants and obligations by all legal and equitable means , including, but without limitation, actions for specific performance and the use and filing of mandamus proceedings in any court of competent jurisdiction against the Corporation. (d) Certain Modifications Prohibited. The Corporation covenants and agrees that it will not execute or permit the execution of any contract or agreement, or terminate or amend the Agreement , in any manner that would relieve or abrogate the obligations of the User to make or pay, or cause to be made or paid, when due , all Installment Loan Payments , in the manner and to the extent required by the Agreement , this Bond Resolution, and the Trust Indenture, or which would change or affect Sections 4 . 04 , 4 . 05 , 4 . 06 , 6 . 01 and 6 . 02 of the Agreement without the written consent of all of the Bondholders and the Trustee. Section 12 . THE BONDS ARE SPECIAL OBLIGATIONS . The Bonds and any coupons appertaining thereto are limited obligations of the Corporation and shall be payable solely -29- out of the revenues derived from or in connection with the Agreement , including all sums deposited from time to time pursuant to the Agreement , the Trust Indenture and the Note in the Debt Service Fund established under the Trust Indenture , and in certain events out of amounts attributable to Bond proceeds or amounts secured through exercise of the remedies provided in the Trust Indenture, or in the Deed of Trust, or in the Collateral Assignment upon occurrence of an event of default thereunder. Neither the State of Texas nor the City of Beaumont nor any political corporation, subdivision or agency of the State of Texas shall be obligated to pay the principal of or premium, if any, or liquidated damages , if any, or interest on the Bonds and neither the faith and credit nor the taxing power of the State of Texas , the City of Beaumont , or any other political corporation, subdivision or agency of the State of Texas is pledged to the payment of the principal of or interest on the Bonds . No recourse under this Bond shall be had against any past , present or future officer of the Corporation or of the City of Beaumont . The Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation or out of any other revenues of the Corporation, the City of Beaumont , or the State of Texas except those revenues pledged by the Trust Indenture. No present or future Commissioner , member, officer or employee of the Texas Industrial Commission shall be held liable for the performance of any agreement , covenant or obligation under the Bonds , this Bond Resolution, the Agreement, or the Trust Indenture, or for any claim based thereon or otherwise with respect thereto. Section 13 . AMENDMENTS. (a) Amendment with Consent of Owners of 75% of the Bonds . Su ject to approval in writing by t e Corporation (with the consent of the Approving Officer of the User) , the owners of 75% in aggregate principal amount of the then outstanding Bonds shall have the right from time to time to approve any amendment to any Bond Resolution or to the Trust Indenture (provided that the Trustee must approve any amendment to the Trust Indenture) which may be deemed necessary or desirable by the Corporation; provided, however , that nothing herein contained shall permit or be construed to permit the amendment, without the consent of the owner of each of the then outstanding Bonds affected thereby, of the terms and conditions of any Bond Resolution, the Bonds , or the Trust Indenture , so as to : -30- (1) change the Debt Service Fund requirements , interest payment dates , mandatory redemption provisions , or the due date or dates , or the maturity or maturities of the outstanding Bonds ; (2) reduce the rate of interest borne by any of the outstanding Bonds ; (3) reduce the terms of the principal of, redemption premium, if any, liquidated damages , if any, or interest on the outstanding Bonds , or impose any conditions with respect to such payments ; (4) modify the terms of payment of principal of, redemption premium, if any, liquidated damages , if any, or interest on the outstanding Bonds , or impose any conditions with respect to such payments ; (5) affect the rights of the owners of less than all of the Bonds then outstanding; (6) decrease the minimum percentage of the principal amount of Bonds necessary for consent to any such amendment; or (7) alter the obligations of the User to pay Install- ment Loan- Payments in the manner and to the extent provided in the Agreement, this Bond Resolution, and the Trust Indenture. (b) Notice of Amendment. If at any time the Corporation shall esire to amend any Bond Resolution or the Trust Indenture under this Section, the Corporation shall file a copy of the proposed amendment at the principal office of the Trustee and shall cause notice of the proposed amendment to be published at least once in a financial newspaper, journal or publication of general circulation in The City of New York, New York, or in the State of Texas , during each calendar week for at least two successive calendar weeks . If, because of temporary or permanent suspension of the publication or general circulation of all such financial newspapers , journals and publications , it is impossible or impractical to publish such notice in the manner provided herein, then such publication in lieu thereof as shall be made by the Trustee shall constitute a sufficient publication of notice. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office -31- of the Trustee for inspection by all owners of Bonds . Such publication is not required, however, if notice in writing is given to each owner of Bonds . (c) Consent to Amendment. Whenever at any time (but not less than 30 days nor more than one year from the date of the first publication of said notice or other service of written notice) the Corporation shall receive an instrument or instruments executed by the owners of at least 757 in aggregate principal amounts of all Bonds then outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and shall specifically consent to and approve such amendment, the Corporation may adopt the amendatory resolution in substantially the same form. (d) Effect of Amendment. Upon the adoption of any amendatory resolution pursuant to the provisions of this Section, any such Bond Resolution or the Trust Indenture, shall be deemed to be amended in accordance with such amendatory resolution, and the respective rights , duties , and obligations of all the Bondholders under such amendatory resolution or the Trust Indenture shall thereafter be deter- mined and exercised subject in all respects to such amendments . (e) Consent of Bondholders . Any consent given by a Bondholder pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication or other giving of the notice provided for in this Section, and shall be conclusive and binding upon all future owners of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the first publication or other giving of such notice by the Bondholder who gave such consent, or by a successor in title , by filing notice thereof with the Trustee and the Corporation, but such revocation shall not be effective if the owners of 75% in aggregate principal amount of the then outstanding Bonds have, prior to the attempted revocation, consented to and approved the amendment. (f) Ownership of the Bonds . For the purpose of this Section, the fact of being a Bondholder, the amount and numbers of such Bonds , and the date of being a Bondholder may be conclusively presumed, or may be proved by an affidavit satisfactory to the Corporation and the Trustee of the person claiming to be such Bondholder, or by a certificate executed by any trust company, bank, banker, or -32- -�- 7 any other depository wherever situated showing that at the date therein mentioned such person has on deposit with such trust company, bank, banker, or other depository, the Bonds described in such certificate , or in any other manner, whether or not the Bonds are so deposited, as the Trustee may approve. The Corporation may conclusively presume that the status of any Bondholders will continue until written notice to the contrary is served upon the Corporation. (g) Amendments Without Consent. Notwithstanding the provisions of (a) through (f) of this Section, and without publication of the proposed amendment and without the consent of the Bondholders , but subject to approval of the Approving Officer and, in the case of any amendment to the Trust Indenture , with the approval of the Trustee , the Corporation may, at any time, amend any Bond Resolution or the Trust Indenture , to cure any ambiguity or cure , correct , or supplement any defective or inconsistent provision contained therein, or make any other change that does not in any respect materially and adversely affect the interest of the Bondholders , provided that no such amendment shall be made contrary to the proviso to Section 13(a) , and a duly certified or executed copy of each such amendment shall be filed with the Trustee. Section 14 . ESTABLISHMENT OF CONSTRUCTION FUND. (a) Deposit of Bond Proceeds into Construction Fund. Prior to or immediately after the sale and delivery of the Bonds authorized hereby, the Corporation shall establish the Construction Fund with the Trustee, as defined in and required by the Agreement . The Corporation shall deposit all of the proceeds from the sale and delivery of the Bonds authorized hereby into the Construction Fund. The Trustee shall draw on and use the Construction Fund as hereinafter provided. The amount so deposited into the Construction Fund shall constitute the Loan made to the User by the Corporation as contemplated and provided in the Agreement . (b) Investment of Money in Construction Fund. Any money held as part ot the Construction Fund, of er than the amounts described in Section 15 (a) , shall be invested or reinvested by the Trustee upon the written direction of the Approving Officer in obligations of the United States government or its agencies or in certificates of deposit of banks approved by the Trustee , including certificates of deposit of the Trustee. The Trustee shall make no investments except as specifically directed in writing by the Approving Officer. The investments of the Construction ,//`/ -33- Fund shall be deemed to be a part of the Construction Fund, and for the purpose of determining the amount of money in . the Construction Fund, such investments shall be valued at their cost or market value, whichever is lower. The income and profits , (including realized discount on obligations) received from such investments shall be deposited in or credited to the Construction Fund, and any losses on investments shall be charged against the Construction Fund. Upon the written direction of the Approving Officer, the Trustee shall redeem or sell all or any designated part of such investments employing, in the case of a sale , any commercially reasonable method of effecting the same. The Trustee shall not be liable or responsible for any loss resulting from the redemption or sale of any such investment as herein authorized; except that , notwithstanding any provisions of the Agreement, the Trustee shall be liable for (1) any loss resulting from its willful or negligent failure, within a reasonable time after receiving the written direction from the Approving Officer, to make, redeem, or sell any investment in the manner provided for herein, and (2) any loss resulting from the making, redeeming, or selling of any investment which was not authorized by written direction of the Approving Officer. If the Trustee is unable , after reasonable effort and within a reasonable time after receipt of the required written direction, to make, redeem, or sell any such investment, it shall so notify in writing the Approving Officer, and thereupon the Trustee shall be relieved of all liability or responsibility with respect thereto. (c) Deposit of Accrued Interest, Income , and Profits . Any accrued interest received from the sale of the Bonds , and all income and profits received from the investment of the Construction Fund shall , upon direction of the Approving Officer (as soon as practicable after any receipt thereof has been deposited in or credited to the Construction Fund) , be transferred by the Trustee and deposited into the Debt Service Fund to be used 'to pay interest on the Bonds during the period of construction of the Project. Section 15 . PAYMENTS FROM CONSTRUCTION FUND. (a) Co oration' s Administrative Overhead Expenses and Other Costs . Immediately after the de ivery of t e Bonds authorized hereby, the Trustee shall pay directly to the Corporation the amount of $3 ,500 . 00 in accordance with the Agreement, being the amount required to reimburse the Corporation for its application fee and its administrative and overhead expenses directly attributable and chargeable -34- to the costs of issuance of the Bonds authorized hereby and the acquisition, construction, commitment fees , equipping, and furnishing of the Project. Also, immediately after the delivery of the Bonds authorized hereby, the Trustee shall pay directly out of the Construction Fund, promptly after receiving the bills or statements therefor, all of the actual expenses and costs of issuance of such Bonds , including, without limitation, financing charges , commitment fees , printing and engraving expenses , the fees and expenses of accountants , financial advisors , and attorneys , and the initial fees and expenses of the Trustee. (b) Reimbursement for and Payment of Cost of the Project. Subject and subordinate to making the payments required by the preceding paragraph, the Trustee shall make an initial payment, if requested by the User in the manner described below for payments from the Construction Fund, to reimburse the User for any Cost of the Project, paid by the User prior to such date of delivery. The Trustee shall make such initial payment if requested, and shall make any subsequent payments from the Construction Fund to enable the User to pay, or to reimburse the User for paying, any Cost of the Project , from time to time upon receipt by the Trustee of a request of the User signed by the Approving Officer. Such request shall be accompanied by a certificate (in the form attached to the Agreement) stating with respect to each payment as follows : (i) the expenditures , in summary form, as to which payment is to be made or for which reimbursement is requested; (ii) that the amounts requested are to be or have been paid by the User for interest during construction, acquisition and development of property, or to contractors , subcontractors , materialmen, engineers , architects , or other persons who will perform or have performed necessary or appropriate services or will supply or have supplied necessary or appropriate materials for the acquisition, construction, equipping, and furnishing of the Project, as the case may be, and that , to the best of the knowledge of the person delivering the certificate, the fair value of such interest , property, services , or materials is not exceeded by the amounts requested to be paid; (iii) that no part of the several amounts requested to be paid to the User, as stated in such certificate -35- has been or is the basis for the payment of any money in any previous or then pending request; (iv) that the payment of the amounts requested will not result in a breach of any of the covenants of the User contained in the Agreement, and particularly those covenants in Sections and 4 . 06 and 6 . 04 thereof, which relate to the Code and the Regulations ; and (v) that the expenditure of such amounts to be paid, when added to all previous disbursements from the Construction Fund, will result in at least 90% of the total of such disbursements , other than disbursements for issuance expenses , being used to provide land or property of a character subject to the allowance for depreciation under Section 167 of the Code (which expenditures are amounts paid or incurred that are , for federal income tax purposes , chargeable to the Project ' s capital account or would be so chargeable with a proper election by the User [for example , under Section 266 of the Code] but for a proper election by the User to deduct such amounts) . (c) Reliance by Trustee. The Trustee shall rely fully on any such request ana certificate delivered pursuant to this Section and shall not be required to make any investigation in connection therewith. The Trustee may request from time to time, and the User shall furnish, supporting documentation for any amounts requested under Section 15 (b) (ii) . If amounts paid by the Trustee with respect to any portion of the Project should exceed the cost thereof, the User shall promptly repay such overpayment into the Construction Fund. Section 16 . SURPLUS CONSTRUCTION FUNDS . (a) Disposition of Surplus Funds . The completion of the Project shaii be conc usive y evidenced, and the date of completion shall be established by a written certificate of completion to be signed by the Approving Officer and delivered to the Trustee immediately upon completion of the Project. If, upon the completion of the Project , there shall be any surplus funds remaining in the Construction Fund not required to provide for the payment of the Cost of the Project , or if any funds are on hand in the Construction Fund at the time of the release of the Trust Indenture under the terms thereof, then any such funds shall be used immediately to prepay or redeem principal installments of the Bonds , in inverse chronological order, in the manner set �/, -36- forth in Section 5 hereof for the prepayment or redemption of principal installments of the Bonds with surplus Construction Fund moneys , to the extent of any such available funds ; provided that prior to such use, the Corporation and the Trustee shall have been furnished with an unqualified opinion of Bond Counsel to the effect that the use of moneys from the Construction Fund for such purpose will be lawful and will not impair the exemption of interest on the Bonds from federal income taxation; and provided further that the User shall deposit into the Construction Fund prior to such prepayment or redemption an amount sufficient to cause the total amount in the Construction Fund to be equal to (i) an integral multiple of $1, 000 , or (ii) not less than all of the unpaid principal installment or installments to be prepaid or redeemed. (b) Disposition of Construction Fund upon Acceleration and Redemption. I t e Trustee shall ec are the principal- o± the Bonds- and the interest accrued thereon immediately due and payable as the result of an Event of Default specified in the Trust Indenture , or if the Bonds are optionally or mandatorily prepaid or redeemed prior to maturity as a whole in accordance with their terms , any amounts remaining in the Construction Fund shall be used immediately by the Trustee for the purpose of paying principal of, redemption premium, if any, agreed liquidated damages , if any, and interest on the Bonds when due. Section 17 . DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds . In the event any of the outstanding Bonds aut orized hereby are damaged, mutilated, lost , stolen, or destroyed, the Corporation shall execute, and the Trustee shall authenticate , a new Bond of the same principal amount and maturity of the damaged, mutilated, lost , stolen, or destroyed Bond in exchange and substitution for such Bond or in lieu of and substitution for such Bond. (b) Application for Substitute Bonds . Application for exchange and substitution o damage , mutilated, lost , stolen, or destroyed Bonds shall be made to the Corporation. In every case, the applicant for a substitute Bond shall furnish to the Corporation and to the Trustee such security or indemnity as may be required by them to save each of them and the Paying Agent harmless . In every case of loss , theft , or destruction of a Bond, the applicant shall also furnish to the Corporation and to the Trustee evidence to their satisfaction of the loss , theft, or destruction, and -37- of the ownership of the lost Bond. In every case of damage or mutilation of a Bond, the applicant shall surrender 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, agreed liquidated damages , if any, or interest on the Bond, the Corporation may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a substitute Bond, provided security or indemnity is furnished as above provided in this Section. (d) Char&e for Issuing Substitute Bonds . Prior to the issuance of any substitute Bond, t e Corporation and the Trustee may charge the owner of such Bond with all legal, printing, and other expenses in connection therewith. Every substitute 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 Corporation 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 the Trust Indenture and this Bond Resolution equally and proportionately with any and all other Bonds duly issued under this Bond Resolution. (e) Authority for Issuing Substitute Bonds . This Bond Resolution snail constitute su icient authority for the issuance of any such substitute bonds without necessity of further action by the Board of Directors of the Corporation or any other body or person, and the issuance of such substituted Bonds is hereby authorized, notwithstanding any other provisions of this Bond Resolution, except to the extent otherwise required by law. Section 18 . NO ARBITRAGE. The Corporation and the User have covenants to anT—w—it-h the purchasers of the Bonds that they will make no use of the direct or indirect proceeds thereof at any time throughout the term thereof which would cause the Bonds to be arbitrage bonds within the meaning of Section 103 (c) of the Code or any Regulations or rulings pertaining thereto; and by this covenant the Corporation and the User are obligated to comply with the -38- requirements of the aforesaid Section 103 (c) and all applicable and pertinent Regulations relating to arbitrage bonds . THIS RESOLUTION PASSED and APPROVED this day of November, 1982 . -39-