EDC 06-11-13-Resolution-Texas Pellets Project Series 2012B and Series 2012C Bonds-06/20/2013RESOLUTION R# 06-11-13
SANGER .TEXAS INDUSTRIAL DEVELOPMENT CORPORATION
V, .
WHEREAS, the City of Sanger, Texas (the "City") has, pursuant to the Development
Corporation Act, Chapters 501 through 507, Texas Local Government Code, as amended, (the "Act"),
approved and provided for the creation of the Sanger Texas Industrial Development Corporation (the
"Issuer") as a public nonprofit corporation;
WHEREAS, the Issuer, on behalf of the City, is empowered under Chapters 501, 504, and 505 of
the Act to issue its bonds and loan the proceeds thereof to individuals, partnerships, corporations, or any
other private entity organized for profit or not for profit to permit such institutions to finance or refinance
the cost of any project including land, buildings, equipment, facilities, expenditures, targeted
infrastructure, and improvements for the creation or retention of primary jobs and that are found by the
board of directors of the Issuer (the "Board") to be required or suitable for the development, retention or
expansion of sewage or solid waste disposal facilities to promote new or expanded business enterprises
for the promotion and encouragement of employment and the public welfare of the citizens of the State;
WHEREAS, in furtherance of the purposes of the Act and pursuant to an Indenture of Trust dated
as of August 1, 2012 between the Issuer and Wells Fargo Bank, N.A., (the "Indenture") the Issuer issued
its revenue bonds, in an aggregate principal amount of $186,535,000, which are designated "Sanger Texas
Industrial Development Corporation Industrial Development Revenue Bonds (Texas Pellets Project),
Series 201213" (the "Series B Bonds") and "Sanger Texas Industrial Development Corporation Industrial
Development Revenue Bonds (Texas Pellets Project), Series 2012C" (the "Series C Bonds" and, together
with the Series B Bonds, the "Bonds") and pursuant to a Loan Agreement (the "Loan Agreement") dated
as of August 1, 2012 between the Issuer and Texas Pellets, Inc. (the "Borrower"), the proceeds of the
Bonds were loaned to the Borrower;
WHEREAS, the Borrower has requested the Issuer (i) to approve, authorize and execute a First
Amendment to Trust Indenture ("Indenture Amendment') between the Issuer and the Trustee; (ii) to
approve; authorize and execute a First Amendment to Loan Agreement ("Loan Agreement Amendment')
between the Issuer and the Borrower; and (iii) to take and authorize certain other actions in connection
with the foregoing;
WHEREAS, there have been presented to the Board of Directors of the Issuer (the "Board")
proposed forms of each of the following:
I . the Indenture Amendment;
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2. the Loan Agreement Amendment;
WHEREAS, the Issuer finds the form and substance of the above -listed documents (hereinafter,
collectively the "Documents") to be satisfactory and proper and finds the recitals with regard to the Issuer
contained therein to be true, correct, and complete and hereby determines to proceed with the approval,
authorization and execution of the Documents, and the taking of such other actions as may be necessary
and appropriate in connection therewith;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF BANGER
TEXAS INDUSTRIAL DEVELOPMENT CORPORATION THAT:
1. The Board hereby approves the Indenture Amendment and Loan Agreement Amendment
in substantially the form and substance presented to the Board with such changes or additions thereto as
may be approved by the President or Vice President of the Issuer (upon advice of bond counsel to the
Issuer), and the President or Vice President of the Issuer are hereby severally authorized and directed to
execute and deliver the Indenture and the Bonds on behalf of the Issuer, and the Secretary of the Issuer is
hereby authorized to attest and affix the Issuer's seal thereto, if necessary. Upon execution by the parties
thereto and delivery thereof, the Indenture Amendment and Loan Agreement Amendment shall be
binding upon the Issuer in accordance with the terms and provisions thereof.
2. The officers, employees, and agents of the Issuer, 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, if
necessary, and on behalf of the Issuer 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, as well as the terms and provisions of the Indenture
Amendment and the Loan Agreement Amendment 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, document or other paper. The President, Vice President,
Secretary, and Bond Counsel to the Issuer are hereby authorized and directed to approve any technical
changes or corrections in this Resolution or to any of the instruments authorized by this Resolution
necessary in order to correct any ambiguity or properly or more completely document the transactions
contemplated and approved by this Resolution.
3. All actions (not inconsistent with provisions of this Resolution) heretofore taken by the
Board and officers of the Issuer shall be and the same hereby are ratified, approved, and confirmed.
4. The findings and determinations of the Board contained in the preamble hereof are
hereby found to be true and correct and incorporated by reference and made a part of this Resolution for
all purposes as if the same were restated in full in this Section.
5. The Resolution shall take effect immediately.
[Signatures follow.]
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Sanger Texas Industrial Development Corporation -2-
PASSED, APPROVED, AND EFFECTIVE this June 20, 2013.
SANGER TEXAS INDUSTRIAL DEVELOPMENT
CORPORATION
President, Board
Attest:
/ t
Secretary, Board of Directors
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Sanger Texas Industrial Development Corporation -3-
CERTIFICATE FOR RESOLUTION
The undersigned officer of Sanger Texas Industrial Development Corporation (the "Issuer")
hereby certifies as follows:
1. That on the 20th day of June, 2013, the Board of Directors of the Issuer convened in a
CALLED MEETING at its regular meeting place at 502 Elm Street, Sanger, Texas; the duly constituted
officers and members of the Board of Directors being as follows:
NAME OFFICE
Vickie Jenkins President
Don Gillum Secretary
Elizabeth Springer Member
John Jacobs Member
Fred Yeatts Member
and all of said persons were present, except the following: �,Zr� 6 c7 4 � rfe ", thus
constituting a quorum. Among other business considered at said meeting, th attached``Resolution
entitled:
"Resolution Authorizing Certain Amendments to Trust Indenture and Loan
Agreement in connection with the Sanger Texas Industrial Development
Corporation Revenue Bonds (Texas Pellets Project), Series 2012B and Series
2012C; Authorizing The Execution of Documents and Instruments Necessary or
Convenient to Carry Out such Amendments; and containing related matters"
was duly introduced for the consideration of the Board of Directors. It was then duly moved and seconded
that said Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of
said Resolution, prevailed and carried by the following vote:
AYES:
ABSTENTIONS:
2. That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that said
Resolution has been duly recorded in said Board's minutes of said Meeting; that the above and foregoing
paragraph is a true, full, and correct excerpt from said Board's minutes of said Meeting pertaining to the
adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly
chosen, qualified, and acting officers and members of the Board as indicated therein; that each of the
officers and members of the Board was duly and sufficiently notified officially and personally, in advance,
of the time, place, and purpose of the aforesaid Meeting; that said Meeting was conducted in accordance
with all applicable laws, and that said Resolution would be introduced and considered for adoption at said
Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for
such purpose; and that said Meeting was open to the public, and public notice of the time, place, and
purpose of said Meeting was given, all as required by Chapter 551, Texas Government Code.
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3. That said Resolution has not been modified, amended, or repealed and said Resolution
remains in full force and effect as of this date.
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SIGNED this Jule 20, 2013.
Secretary, Board of Directors
Certificate for
Sanger Texas Industrial Development Corporation
FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement (this "First Amendment") is made and
entered into as of the 20th day of June, 2013 (the "Effective Date"), by and between SANGER
TEXAS INDUSTRIAL DEVELOPMENT CORPORATION (the "Issuer") and TEXAS
PELLETS, INC. (the "Borrower"), and amends that certain Loan Agreement dated as of August
1, 2012, between the Issuer and the Borrower (the "Loan Agreement"), whereby the Issuer has
loaned to the Borrower the proceeds of its Sanger Texas Industrial Development Corporation
Industrial Development Revenue Bonds (Texas Pellets Project), Series 2012B and 2012C (the
'Bonds"). Capitalized terms used herein and not otherwise defined shall have the meanings
given thereto in the Loan Agreement.
WHEREAS, the proceeds of the Bonds were loaned to Texas Pellets, Inc. (the
"Borrower") for the design, development, construction, operation, and maintenance of the
Project; and
WHEREAS, the Boi7ower has entered into the License Agreement with GPTX for the
operation and maintenance of the Project; and
WHEREAS, GPTX desires to enter into a Wood Pellets Storage and Handling
Agreement" with German Pellets Louisiana, LLC ("GPLA") for the local storage and handling
of wood pellets at the Storage Facility, which pellets will be produced by GPLA at a pellets
manufacturing facility to be located in Urania, Louisiana (the "LP Project") and owned by
Louisiana Pellets, Inc. ("LPI" ); and
WHEREAS, the Louisiana Public Facilities Authority (the "LP Issuer"), as a condition
to the issuance of its "Solid Waste Disposal Facility Refunding Revenue Bonds, Series 2013B"
(the "LP Bonds"), the proceeds of which will be used to finance the LP Project, requires LPI to
enter into a Port Arthur Facility Option Agreement (the "Option Agreement"), with the
Borrower, the Trustee, and Wells Fargo Bank in its capacity as Trustee for the Holders of the LP
Bonds (the "LP Trustee"), granting LPI, its successors and assigns an option to purchase the
Storage Facility upon the occurrence of an "Option Event," as such term is defined in the Option
Agreement; and
WHEREAS, in connection with the Option Agreement, the Issuer and the Trustee have
agreed to amend the Indenture to effectuate the terms of the Option Agreement (the "Indenture
Amendment"), and such amendment has been approved by 100% of the holders of the aggregate
principal amount of the Bonds have consented to the execution of the Option Agreement and
other agreements contemplated therein, as well as the execution of this First Amendment, as
evidenced by the Trustee's receipt from such Bondholders of completed and executed consents in
a form approved by the Trustee;
NOW, THEREFORE, in order to conform the Loan Agreement with the Indenture
Amendment, the Issuer and the Trustee hereby agree to the following:
1. Recitals. The preamble and recitals above are incorporated hereby as if fully set
forth in the text of this First Amendment.
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2. Amendment to "Permitted Encumbrances". The definition of "Permitted
Encumbrances" on page B-15 of Exhibit B' of the Indenture is hereby amended by deleting the
word "and" appearing immediately prior to list item "(xx)", and by adding the following
language immediately following the words "Title Policy" at the end of the defined term:
"; and (xi) the option of Louisiana Pellets, Inc., its successors and assigns, to purchase the
Storage Facility pursuant to the Port Arthur Facility Option Agreement."
3. Amendment to Add Defined Terrr. Appendix B of the Indenture is hereby
amended by inserting the following defined term immediately following the defined tern, "Port
Arthur Deed of Trust," and immediately preceding the defined term, "Port Arthur Lease":
""Port Arthur Facility Option Agreement" means the agreement by such name entered
into as of July Lam, 2013, by and among the Borrower, the Trustee, Louisiana Pellets, Inc., and
Wells Fargo Bank, N.A., in its capacity as "trustee" to the holders of those certain "Louisiana
Public Facilities Authority Solid Waste Disposal Facility Refunding Revenue Bonds, Series
2013(B) (Louisiana Pellets, Inc. Project)," as such may be amended from time to time.
4. References to Indenture. All references to the Indenture in the Loan Agreement
shall hereafter refer to the Indenture as it is amended by Indenture Amendment,
5. References to Loan Agreement. All references to the Loan Agreement shall
hereafter refer to the Loan Agreement as it is amended by this First Amendment.
6. Preservation of Unaffected Terns. All terms of the Indenture not amended
hereby shall remain in full force and effect.
7. Counterparts. This First Amendment may be executed in any number of
counterparts which, when taken together, shall constitute one and the same agreement. Any
counterpart may be executed and delivered by facsimile or email transmission.
(signature page follows)
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IN WITNESS WHEREOF, the Issuer has executed this First Amendment by causing its
name to be hereunto subscribed by its authorized representative and the Borrower has executed
this First Amendment by causing its name to be hereunto subscribed by its authorized officer, all
being done as of the Effective Date,
ATTEST:
By:
Secretary
By:
By:
Anna K. Leibold, President and CEO
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700370v.2
(First Amendment to TPI Loan Agreement)
FIRST AMENDMENT TO INDENTURE OF TRUST
This First Amendment to Indenture of Trust (this "First Amendment") is made and
entered into as of the 20th day of June, 2013, by and between SANGER TEXAS INDUSTRIAL
DEVELOPMENT CORPORATION (the "Issuer") and WELLS FARGO BANK, N.A. (the
"Trustee"), and amends that certain Indenture of Trust dated as of August 1., 2012, between the
Issuer and the Trustee (the "Indenture"), relating to the Sanger Texas Industrial Development
Corporation Industrial Development Revenue Bonds (Texas Pellets Project), Series 2012B and
Series 2012C (the "Bonds"). Capitalized terms used herein and not otherwise defined shall have
the meanings given thereto in the Indenture.
WHEREAS, the proceeds of the Bonds were loaned to .Texas Pellets, Inc. (the
"Borrower") for the design, development, construction, operation, and maintenance of the
Project; and
WHEREAS, the Borrower has entered into the License Agreement with GPTX for the
operation and maintenance of the Project$ and
WHEREAS, GPTX desires to enter into a Wood Pellets Storage and Handling
Agreement with German Pellets Louisiana, LLC ("GPLA") for the local storage and handling of
wood pellets at the Storage Facility, which pellets will be produced by GPLA at a pellets
manufacturing facility to be located in Urania, Louisiana (the "LP Project") and owned by
Louisiana Pellets, Inc. ("LPI"); and
WHEREAS, the Louisiana Public Facilities Authority (the "LP Issuer"), as a condition
to the issuance of its "Solid Waste Disposal Facility Refunding Revenue Bonds, Series 2013B"
(the "LP Bonds"), the proceeds of which will be used to finance the LP Project, requires LPI to
enter into a Port Arthur Facility Option Agreement (the "Option Agreement"), with the
Borrower, the Trustee, and Wells Fargo Bank in its capacity as Trustee for the Holders of the LP
Bonds (the "LP Trustee"), granting LPI, its successors and assigns an option to purchase the
Storage Facility upon the occurrence of an "Option Event," as such term is defined in the Option
Agreements and
WHEREAS, pursuant to Section 902 of the Indenture, 10004 of the holders of the
aggregate principal amount of the Bonds have consented to the execution of the Option
Agreement and other agreements contemplated therein, as well as the execution of this First
Amendment, as evidenced by the Trustee's receipt from such Bondholders of completed and
executed consents in a form approved by the Trustee;
NOW, THEREFORE, in order to effectuate the terms of the Option Agreement, the
Issuer and the Trustee hereby agree to the following:
1. Recitals. The preamble and recitals above are incorporated hereby as if fully set
forth in the text of this First Amendment.
2. Amendment to Section 901 of the Indenture. Section 901 of the Indenture is
hereby amended by deleting the word "and" appearing immediately following subparagraph
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1
"(g);" and by adding the following subparagraph IVY immediately following the end of
subparagraph "(h)", as follows:
and
(i) to release the Storage Facility and the Port Arthur Site from the lien of the
Port Arthur Leasehold Deed of Trust, the lien and security interest of this Indenture, and
any and all other liens or security interests of the Trustee in and to the Storage Facility
and the Port Arthur Site, in accordance with the terms of the Port Arthur Facility Option
Agreement,
3. Amendment to "Permitted Encumbrances". The definition of "Permitted
Encumbrances" on page F4 5 of Exhibit F of the Indenture is hereby amended by deleting the
word "and" appearing immediately prior to list item "(xx)", and by adding the following
language immediately following the words "Title Policy" at the end of the defined term:
"; and (xi) the option of Louisiana Pellets, hic., its successors and assigns, to purchase the
Storage Facility pursuant to the Port Arthur Facility Option Agreement."
4. Amendment to Add Defined Term. Appendix F of the Indenture is hereby
amended by inserting the following defined term immediately following the defined term, "Port
Arthur Deed of Trust," and immediately preceding the defined term, "Port Arthur Lease".
"Port Arthur Facility Option Agreement" means the agreement by such name
entered into as of July [_], 2013, by and among the Borrower, the Trustee, Louisiana
Pellets, Inc., and Wells Fargo Bank, N.A., in its capacity as "trustee" to the holders of
those certain "Louisiana Public Facilities Authority Solid Waste Disposal Facility
Refunding Revenue Bonds, Series 2013(B) (Louisiana Pellets, Inc. Project)," as such may
be amended from time to time.
5. References to Indenture. All references to the Indenture shall refer to the
Indenture as it is amended by this First Amendment.
6. Effective Date. This First Amendment shall be effective (the "Effective Date")
immediately upon receipt by the Trustee of original facsimile or email signature pages from the
Issuer, and delivery of an Opinion of Bond Counsel and an Opinion of Special Tax Counsel
pursuant to Section 903 of the Indenture, stating that this First Amendment is permitted by and in
compliance with the Indenture, and that the execution and delivery thereof will not adversely
affect the exclusion from federal gross income of interest on the Bonds.
7. Preservation of Unaffected Terms. All terms of the Indenture not amended
hereby shall remain in full force and effect.
8. Counterparts. This First Amendment may be executed in any number of
counterparts which, when taken together, shall constitute one and the same agreement. Any
counterpart may be executed and delivered by facsimile or email transmission.
(signature page follows)
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IN WITNESS WHEREOF, the Issuer has executed this First Amendment by causing its
name to be hereunto subscribed by its authorized representative and the Trustee has executed this
First Amendment by causing its name to be hereunto subscribed by its authorized officer, all
being done as of the Effective Date.
ATTEST:
By:
Secretary
BUT
By;
By:
Kushina W1ute, Assistant Vice President
(First Amendment to TPI Indenture of Trust)