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<br />FINAL <br /> <br />A RESOLUTION AUTHORIZING THE ISSUANCE OF $3,000,000 "CITY OF <br />SAN MARCOS INDUSTRIAL DEVELOPMENT CORPORATION ADJUSTABLE <br />RATE DEMAND INDUSTRIAL DEVELOP:MENT REVENUE BONDS (TB <br />WOOD'S INCORPORATED PROJECT) SERIES 1999"; AUTHORIZING THE <br />EXECUTION OF A LOAN AGREE:MENT, A TRUST INDENTURE, AND A <br />PLACE:MENT AGREE:MENT; AUTHORIZING THE DISTRIBUTION OF A <br />PRIVATE PLACE:MENT :MEMORANDUM; AND OTHER MATTERS IN <br />CONNECTION THEREWITH <br /> <br />WHEREAS, pursuant to the Development Corporation Act of 1979, Texas Revised <br />Civil Statutes Annotated Article 5190.6, as amended (the Act), the City of San Marcos Industrial <br />Development Corporation (the Issuer), on behalf of the City of San Marcos, Texas (the Unit), is <br />empowered to finance the cost of projects to promote the development and expansion of <br />manufacturing and industrial facilities to promote and encourage employment and the public welfare <br />by the issuance of obligations ofthe Issuer which projects will be inside the Unit's boundaries; <br /> <br />WHEREAS, T B Wood's Incorporated, a Pennsylvania corporation (the Borrower), <br />has requested the Issuer to loan the proceeds received from the sale of bonds to the Borrower to <br />finance the costs of acquiring, improving, constructing, reconstructing, renovating, and equipping of <br />a manufacturing and assembly plant facility for the manufacture flexible couplings, clutches, and gear <br />couplings for the Borrower's assembly plant and manufacturing facility to be located at Clovis Barker <br />Drive, San Marcos, Texas (the "Project"); <br /> <br />WHEREAS, the Borrower has requested that the Issuer finance the Project through <br />the issuance of revenue bonds; <br /> <br />WHEREAS, on July Z 1, 1998, the Issuer adopted a "Resolution Concerning Issuance <br />of Bonds to Finance a Project for t B Wood's Incorporated"; <br /> <br />WHEREAS, in furtherance of the Act, and as part of the Issuer's plan of financing for <br />the Project, the Borrower desires that the Issuer issue its revenue bonds in the aggregate principal <br />amount of $3,000,000 styled "City of San Marcos Industrial Development Corporation Adjustable <br />Rate Demand Industrial Development Revenue Bonds (T B Wood's Incorporated Project) Series <br />1999" (the Bonds) the proceeds of which will be used to finance the costs of the Project; <br /> <br />WHEREAS, pursuant to. Section 147(t) of the Internal Revenue Code of 1986, as <br />amended (the Code), a public hearing, following published notice thereof, was held by the authorized <br />representative of the Issuer on January25, 1999; and <br /> <br />WHEREAS,. there have been presented to the Issuer, or will be presented to the <br />authorized representative of the Issuer, proposed forms of each of the following: <br /> <br />543516.1 <br />