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<br />MEMORANDUN OF AGH.EEMENT
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<br />THIS AGHE~ENT is entered into by and between
<br />San Mar,os Indus t" ia I Dcve lopmen t Corporation
<br />(the "C"'i'Oration"), and Gulf Business Forms, Inc,
<br />(the "Company"), a corporation duly incorpOrated under the Ln
<br />of the State of 'JEXAS and fully qualified to transact
<br />busines" in the Stafeorrex'as, "01' the purpose of securing
<br />the agre.",ent of thc' Corpora t i on to issue it s revenue bonds
<br />(the "Hands") fo,' the purpose of financing certain industria I .
<br />manufacturing ",. commercial facilities (the "FaCilities")
<br />for the Use 01 ,he Company, such Facilities to be located whol
<br />or partly wItllin the boundaries of The City of San Marcos, Te"
<br />(the "Governmental Unit").
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<br />if:
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<br />(a) The 'oJ.ligationsof the parties hereunder are Continge
<br />upon obtaining prior to the issuance of the Bonds, a ruling
<br />from the Internal Hevenue SerVice to the effect that interest
<br />on the Bonds will be exempt from federal income tax under
<br />Section I03(b)(6) of the Internal Revenue Code of 1954, as
<br />amended, if in the opinion of Bond Counsel such a ruling is
<br />required, and upon obtaining Such other rulings, approvals,
<br />consents, Certificates, opinions of counsel and other instru-
<br />ments and proceedings as may be deemed necessary by the Campau
<br />Or Bond Counsel with respect to the Facilities, the Bonds or
<br />any instrll"'en' relating theretu, from such govern",ental agenc;.
<br />and entities a" may possess, or may have asserted authority or
<br />Jurisdiction Over Or interest in matters pertaining to the
<br />F~cilities, all of which shall be in full force and effect at
<br />the time of the iSSU:lllce of the Bonds.
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<br />(b) SUbstantially all of the proceeds of the Bonds shall
<br />be ,. ,ed soldy '" finance the acquisition, construction and
<br />improvemenl uf '/,e Facilities, or a POrtion thereof, as generaL,
<br />described ill SchedUle A 011 tached hereto and hereby made a part
<br />hereof.
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<br />(c) The Bonds shall be j n an ag"regate Principal amount oj
<br />not to exceed Ten Million DOlla,'s ($10,000,000), and shall be
<br />issued in aile or more .e!:ies, but only pursuant to a
<br />resolution or resolutions of the CorpOration's Board of Director.
<br />which will be "pprOved as to form by Bond Counsel, Subject to
<br />the terms herecf, the Corporation agrees as follows,
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<br />(1) To issue the Bonds and, if the Company and
<br />the CorpOration agree, other evidences of indebtedness
<br />providing temporary financing of the FaCilities which
<br />will be issued after the date hereof and be refunded
<br />by the Hands pursuant to legislation heretofore or
<br />hereafter endoted which may provide a suitable method
<br />of tax exempt bond financing, The Hands shall be issued
<br />in an aggregate principal amount not to exceed the then
<br />estimated Cast of the Facilities, incluJinK the costs
<br />of iSSuance.
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