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R-91-1680 - 12/12/1991RESOLUTION NO. 1(080/2, RESOLUTION APPROVING RESOLUTION BY ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION TAX- EXEMPT ADJUSTABLE MODE INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (TELLABS, INC. PROJECT) SERIES 1991 AND REGARDING SECTION 147(f) APPROVAL THEREOF WHEREAS, the Round Rock Industrial Development Corporation (the "Issuer ") was created by the City of Round Rock, Texas (the "Unit ") pursuant to the provisions of the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act "); WHEREAS, the Issuer intends to refund its previously issued bonds designated "Round Rock Industrial Development Corporation Industrial Development Revenue Bonds, Series 1981 (Tellabs (Texas), Inc. Project)" (the "Series 1981 Bonds ") originally issued in the aggregate principal amount of $3,600,000, $1,220,000 of which is currently outstanding, and "Round Rock Industrial Development Corporation Industrial Development Revenue Bonds, Series 1983 (Tellabs (Texas), Inc. Project)" (the "Series 1983 Bonds ") originally issued in the aggregate principal amount of $3,100,000, $1,630,000 of which is currently outstanding (the Series 1981 Bonds and the Series 1983 Bonds being collectively referred to herein as the "Prior Bonds "); WHEREAS, Section 25(f) of the Act requires that the governing body of the Unit approve the resolutions of the Issuer providing for the issuance of bonds, including refunding bonds, no more than 60 days prior to the delivery of the bonds; WHEREAS, the Issuer submits to the Unit the resolution providing for the issuance of the captioned refunding bonds (the "Bonds ") for its approval pursuant to the Act; WHEREAS, it is deemed necessary and advisable that this Resolution be adopted; WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code "), requires that the issuance of any qualified bond be approved by either the governing bond of the Unit or the chief elected executive officer of the Unit after a public hearing following reasonable public notice; and WHEREAS, the Issuer published notice of a public hearing on the issuance of the Bonds (the "Public Notice ") in a newspaper of general circulation in the jurisdiction of the 3 5 8 8 R -1- Issuer as required by Section 147(f) of the Code and the regulations promulgated thereunder; a copy of the affidavit of publication of the Public Notice is attached hereto as Exhibit A; and the Issuer conducted a public hearing following reasonable public notice with respect to the Bonds and the Certificate of Public Hearing attached hereto as Exhibit B describes the comments, if any, received from the public at the public hearing; THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS THAT: Section 1. The Resolution Authorizing Round Rock Industrial Development Corporation Tax - Exempt Adjustable Mode Industrial Development Revenue Refunding Bonds (Tellabs, Inc. Project) Series 1991, A Loan Agreement, An Indenture of Trust, and A Placement Agreement, and Other Matters in Connection Therewith, adopted by the Issuer on December 10, 1991 (the "Issuer Resolution "), a copy of which is attached hereto as Exhibit C and made a part hereof for all purposes, is hereby specifically approved. Section 2. There is hereby approved the issuance of the Bonds, which are issued: 3 5 8 8 12 A. in the maximum aggregate face amount of $2,850,000, and B. the proceeds of which will be loaned to Tellabs, Inc., an Illinois corporation, for the purpose of refunding the Prior Bonds. Section 3. The approval herein given is in accordance with the provisions of Section 25(f) of the Act, and is not to be construed as any undertaking by the Unit, and the Bonds shall never constitute an indebtedness or pledge of the Unit, or the State of Texas, within the meaning of any constitutional or statutory provision, and the holder of the Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other revenues of the Issuer, the Unit, or the State of Texas except those revenues assigned and pledged by the Issuer Resolution. Section 4. The programs and expenditures authorized and contemplated by the Issuer Resolution are hereby in all respects approved. Section 5. For the purposes of satisfying Section 147(f) of the Code, the issuance of the Bonds, as described in the Public Notice, is hereby approved and shall take effect immediately. -2- Section 6. The Mayor and City Secretary of the Unit and the other officers of the Unit are hereby authorized, jointly and severally, to execute and deliver such endorsements, instruments, certificates, documents, or papers necessary and advisable to carry out the intent and purposes of this Resolution. - ATTEST: 40 Cj y Secretary, ty of Round Rock, Texas (SEAL) 3 5 8 8 R PASSED AND APPROVED this December 12, 1991. Mayor, City of Round Rock, Texas -3- THE STATE OF TEXAS) COUNTY OF WILLIAMSON) EXHIBIT A AFFIDAVIT OF PUBLICATION Before me on this day personally appeared KEN LONG, known to me to be the Publisher, of the ROUND ROCK LEADER, who being duly sworn deposes and says: That the undersigned is the Publisher of THE ROUND ROCK LEADER, which is a newspaper published in Williamson County, Texas and having general circulation in the state of Texas. That the attached notice styled ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION TAX — EXEMPT ADJUSTABLE MODE INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (TELLABS, INC. PROJECT) SERIES 1991 was published in said newspaper on the following dates to wit: 1 9 7 . November 25, 1991 SUBSCRIBED AND SWORN TO BEFORE ME THIS PUBLIS aa_ QSii O,P�G�g�_ CARLA J. BAGGS Nor( RtR Snh d Taal Uy CommUU on 40113.12. 14N ROUND ROCK IN011B1R.L DEVELOPMENT CORPORATION TA K-EKEMPTAD/UETABLE MODE INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONGS (TELLABB. INC. PROJECT) SERIES 1991 NOTICE OF PUBLIC MARINO Pursuant to ...on 14TM of the Revenue CO. 01 1980 es amended (t ."Code'), NOTICE 18 the Round Rock naueBiai GIVEN Corporation IPM "L will held • gums nea.ne ..clay, 2Iy. cem December ID 1991, at 12 30 p m, in the City Council Chem0en, City NAIL 221 East Main S Beet. R O Ued Rock Tau, with respect to the contemplated We and Nuance of not to 22.ESOAW In principal 01 1 ernount 01 IN Tax - Exempt Adluateble Mode InduNtiel D.elepment Rwenue • In 91 Itna 1891 Bon., T The Woceedsorthe to. eonawill boomed refund III Ina Issuers Industrial Des 1 R. a .nue0On. Sena 0 1 1 01200 000211.0 0 10.1 Prof., the 'INN Bonds'). originally Issued .. I n the g0regale principal amount of $3.800 .0:0. the proceeds of which were used finance the acquisition of land and the lIn fin aequDIian and cOnatrucuon Of Improvement. thereon, including an Industrial plant and 0111.1 il01. ,and ��rT0p01 e t, wey, Mou NOat Texas Rhicn Free.). nc..00111) l 1..1.1 Der elopm•n0 Revenue B onds, Sales 1983 "1 lls.a( ). Inc. Project) (10lo1 1 t9e0 Sonde ") ofipinallyla sued In the aggregate principal amount of 90,100,g00, the proceeds of wnl0hw.s used to finance tns acquluuon el additional land and n.. ollmproremmbloNe Industrial plant and 1ffie• building neotoeboveandlhesequlslgonol wated at POI Jeffrey Way, H aO k Round ROCk Tex.wnlch • owned en. op.nte0 by Tolle. (Texas), Inc.(collectively.lne 'Project"). The Project currently Is moat. don anePProximately TM-acre Iraq and conal..I9f apurosimat•ly 84,000 square f a.ot industrial giant and office building epees. Such acing. are used br the manufemure. trialing. to relating to m tel.ommuni- products • WYnau The proceeds al the 19111 Bonds and the 1963 Bonds wen loan. lo m (ream,.,rw, a Tea. • lion The proceeds of Ine 1991 00121 Bonds will be loured to Te14..Inc, an llhnola atlan,Inatw011yawns (7.00. Tell.. (Tana). Inc The 1991 Bonds would be limited Obligations 01 the lamer. and would not constitute a 002, or obligation of me C oy of Round Roc k, Tex10 WIIIIameon COUnry, Tes.. Ina B t 00NNbn thereof any political su ln Order farm. intermit on Me 1991 Bonds to be ea.mpt from federal Income .ullon, the Code requires that the 0.0b al lh• 1991 Bonds approved. appropriate elected public 01110 ollieiels of Round Rock, Texas, fallowing public nenng Appro./alai the 1991 Bondelor . thecg0 POI u,purposes. 00. te . flit et and shall not be construed •creating. any debt. obilgau0n, 1101111y of Round Rock Tea., nor approve! 1 1 • prove a the props ions br the refunding 19a3 Bonds pursuant Bo any of w AlllIn0ter.tedvlab one N Melted t0 . h. a m e heal fig io exp rut their ewe w0 n.M sp 1p 1n.Ned .mg of Ne 1981 Bonds and the 1981 Band1nee01 the 1991 Bonds, the Project to be 1enneneed thereby. or the plan al refinancing relating to the Protect_ In lieu of ....an.. the m.ainp con may he submitted to respxl Me proposed Information ..t the nearing. or upon . mend . t prior ed edw d O the request II rent... by • su.Mntialnumberal 0 011lbprbr to the scheduled dale set forth above for the public boring, the la.uer will old. changing the sits and time of Me public nearing or holding a second public uest M hew.. Such reqould be a Round Rock In s Develop- ment rial Develop- ment Develop- ment Co l.f.k. City Nall 221 East Men Street Round Rxk Teem ]Bees Attention President ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION By: ysl1M0 Rabineon TIIN. PrW0.n1 Pa Oal.— N.wnber 28,1991. I hereby certify that the following are true and accurate minutes of a public hearing conducted in connection with the issuance of the Round Rock Industrial Development Corporation Tax- Exempt Adjustable Mode Industrial Development Revenue Refunding Bonds (Tellabs, Inc. Project) Series 1991: The public hearing was held in accordance with published notice commencing at 12:30 p.m. on December 10, 1991 in the City Council Chambers of the City Hall of Round Rock, Texas, and was conducted by Beth A. Sudarshan, of the law firm of Fulbright & Jaworski, bond counsel with respect to the above - referenced financing. Upon the hearing, Ms. Sudarshan explained the nature of the hearing, the purpose of the financing, and invited any interested person to comment on the matters to which the hearing applied. There being no other persons present, Ms. Sudarshan closed the public hearing at 1:15 p.m. DATED: December 10, 1991. 3540R r EXHIBIT B CERTIFICATE AS TO PUBLIC HEARING Bet . Sudarshan EXHIBIT C RESOLUTION AUTHORIZING ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION TAX - EXEMPT ADJUSTABLE MODE INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (TELLABS, INC. PROJECT) SERIES 1991, A LOAN AGREEMENT, AN INDENTURE OF TRUST, AND A PLACEMENT AGREEMENT, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, pursuant to the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act "), the Round Rock Industrial Development Corporation (the "Issuer "), on behalf of the City of Round Rock, Texas (the "Unit "), is empowered to finance the cost of projects to promote the development and expansion of manufacturing and industrial facilities to promote and encourage employment and the public welfare by the issuance of obligations of the Issuer, which projects will be inside the Unit's boundaries; WHEREAS, the Act also empowers the Issuer, on behalf of the Unit, to issue refunding bonds for the purpose of refunding any bonds then outstanding, issued on account of a project, which shall have been issued under the provisions of the Act; WHEREAS, Tellabs, Inc. (the "User ") has requested that the Issuer refinance a project (the "Project ") originally financed by the Issuer through and by refunding (i) its Industrial Development Revenue Bonds, Series 1981 (Tellabs (Texas), Inc. Project) (the "Series 1981 Bonds ") originally issued in the aggregate principal amount of $3,600,000, $1,220,000 of which amount is currently outstanding, and (ii) its Industrial Development Revenue Bonds, Series 1983 (Tellabs (Texas), Inc. Project) (the "Series 1983 Bonds ") originally issued in the aggregate principal amount of $3,100,000, $1,630,000 of which amount is currently outstanding (the Series 1981 Bonds and the Series 1983 Bonds are collectively referred to herein as the "Prior Bonds "), and further that the Issuer adopt this Resolution with respect to such refunding; WHEREAS, the proceeds of the Prior Bonds were loaned to Tellabs (Texas), Inc., a Texas corporation wholly owned by the User, and the payment of the principal of and premium, if any, and interest on the Prior Bonds was guaranteed by the User; WHEREAS, in view of the currently favorable market conditions, it is considered essential that the refinancing of the Project be completed at the earliest practicable date; 3 5 6 6 R -1- WHEREAS, in furtherance of the Act, the User desires that the Issuer issue its limited obligation revenue refunding bonds in the aggregate principal amount of $2,850,000 styled "Round Rock Industrial Development Corporation Tax - Exempt Adjustable Mode Industrial Development Revenue Refunding Bonds (Tellabs, Inc. Project) Series 1991" (the "Bonds ") the proceeds of which will be used to refund the Prior Bonds; WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code "), a public hearing (the "TEFRA Hearing "), following published notice thereof (the "TEFRA Notice "), was held by the Issuer on the same date hereof at which time the refunding of the Prior Bonds and the issuance of the Bonds were considered; and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: 3586R 1. Loan Agreement dated as of December 1, 1991 (the "Loan Agreement ") between the Issuer and the User, including a promissory note from the User to the Issuer in the principal amount of the Bonds (the "Note "); 2. Indenture of Trust dated as of December 1, 1991 (the "Indenture ") between the Issuer and First - Citizens Bank & Trust Company, as trustee (the "Trustee "); 3. Placement Agreement dated as of December 10, 1991 (the "Placement Agreement "), among the Issuer, the User, and Wachovia Bank of North Carolina, National Association, as placement agent for the Bonds (the "Placement Agent "); and 4. Preliminary Private Placement Memorandum dated as of December 11, 1991 (the "Preliminary Private Placement Memorandum "). THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. Based solely upon the representations made to the Board of Directors (the "Board ") and to the Texas Department of Commerce by the User, it appears and the Board hereby finds that: A. The refinancing of the Prior Bonds is suitable for the promotion of manufacturing or industrial development and expansion; and -2- B. The refinancing of the Prior Bonds is in furtherance of the public purposes of the Act Section 2. The Board hereby approves the Loan Agreement in substantially the form and substance presented to the Board and the President or any Vice President is hereby authorized and directed, for and on behalf of the Issuer, to execute the Loan Agreement, and the Secretary or any Assistant Secretary is authorized and directed, for and on behalf of the Issuer, to attest the Loan Agreement, and such officers are hereby authorized to deliver the Loan Agreement. Upon execution by the parties thereto and delivery thereof, the Loan Agreement shall be binding upon the Issuer in accordance with the terms and provisions thereof. Section 3. The Bonds in the aggregate principal amount of $2,850,000 are authorized to be issued for the purpose of refinancing the costs of the Project by refunding the Prior Bonds. The Board hereby approves the Indenture in substantially the form and substance presented to the Board and the President or any Vice President is authorized and directed, for and on behalf of the Issuer, to execute the Indenture and the Secretary or any Assistant Secretary is hereby authorized to attest the Indenture on behalf of the Issuer, and such officers are hereby authorized to deliver the Indenture. Section 4. The Board hereby approves the Placement Agreement in substantially the form and substance presented to the Board and the President or any Vice President is authorized and directed for and on behalf of the Issuer, to execute the Placement Agreement on behalf of the Issuer and such officer is - hereby authorized to deliver the Placement Agreement. Section 5. The Preliminary Private Placement Memorandum proposed to be delivered in connection with the sale of the Bonds in substantially the form and substance presented to the Board is hereby approved. Delivery to the purchasers of the Preliminary Private Placement Memorandum, based upon representations received from the User and Wachovia Bank of North Carolina, National Association, as provider of the letter of credit relating to the Bonds, is hereby authorized. Section 6. The Board hereby approves the preparation and delivery of a Private Placement Memorandum in substantially the form and substance of the Preliminary Private Placement Memorandum with such changes thereto as may be deemed necessary by the officers of the Issuer designated below, their execution thereof being deemed to constitute approval of such changes. The President or any Vice President and the Secretary or any Assistant Secretary are hereby authorized and directed, for and 8 5 8 6 R -3- on behalf of the Issuer, to execute and deliver the Private Placement Memorandum. Delivery to the purchasers of the Private Placement Memorandum, based upon representations received from the User and Wachovia Bank of North Carolina, National Association, as provider of the letter of credit relating to the Bonds, is hereby authorized. Section 7. The Board hereby approves the Bonds in substantially the form and substance set forth in the Indenture and the President or any Vice President and the Secretary or any Assistant Secretary are hereby authorized and directed, for and on behalf of the Issuer, to execute the Bonds or have their facsimile signatures placed upon the Bonds, and such officers are hereby authorized and directed to deliver the Bonds, and the seal of the Issuer is hereby authorized and directed to be affixed or placed in facsimile on the Bonds. Section 8. First- Citizens Bank & Trust Company is hereby appointed as the initial Trustee under the Indenture, Wachovia Bank of North Carolina, National Association is hereby appointed as the initial Tender and Paying Agent under the terms of the Indenture, and Wachovia Bank of North Carolina, National Association is hereby appointed, at the request of the User, as Remarketing Agent under the terms of the Indenture. Section 9. The President, any Vice President, and the Secretary or any Assistant Secretary are hereby authorized to execute and deliver to the Trustee the written request of the Issuer for the authentication and delivery of the Bonds by the Trustee in accordance with the Indenture. Section 10. Based upon the representations made to the Board by the User, the Board hereby elects to have the provisions of Section 103(b)(6) of the Internal Revenue Code of 1954 (and any successor provisions to the extent applicable to the Bonds) apply to the Bonds. Section 11. All action (not inconsistent with provisions of this Resolution) heretofore taken by the Board and officers of the Issuer directed toward the refinancing of the Prior Bonds and the issuance of the Bonds, including the publication of the TEFRA Notice and the holding of the TEFRA Hearing, shall be and the same hereby are ratified, approved, and confirmed. Section 12. The officers of the Issuer shall take all action in conformity with the Act necessary or reasonably required to effectuate the issuance of the Bonds and the refunding of the Prior Bonds and all action necessary for carrying out, giving effect to, and consummating the transactions contemplated by the Bonds and this Resolution, including without limitation, the execution and delivery of any 3586R -4- closing documents in connection with the issuance of the Bonds and the release of (i) the Deed of Trust, Security Agreement, Assignment of Rents and Financing Statement dated as of January 1, 1981 from the User to John A. Roan, as mortgage trustee, for the use and benefit of the Issuer, relating to the Series 1981 Bonds, (ii) the Collateral Assignment and Security Agreement (Notes and Liens) dated as of January 1, 1981 from the Issuer in favor of the trustee of the Series 1981 Bonds, (iii) the Trust Indenture dated as of January 1, 1981 from the Issuer to the trustee of the Series 1981 Bonds, (iv) the Deed of Trust, Security Agreement, Assignment of Rents and Financing Statement dated as of December 15, 1983 from the User to John A. Roan, as mortgage trustee, for the use and benefit of the Issuer, relating to the Series 1983 Bonds, (v) the Collateral Assignment and Security Agreement dated December 28, 1983 from the Issuer to the trustee of the Series 1983 Bonds, and (vi) the Trust Indenture dated as of December 15, 1983 from the Issuer to the trustee of the Series 1983 Bonds, and any other documents relating to the Prior Bonds, if necessary. Section 13. The officers executing the documents approved by this Resolution are authorized to approve such changes to said documents as they deem advisable. Section 14. After any of the Bonds are issued, this Resolution shall be and remain in effect until the Bonds or interest thereon shall have been fully paid or provisions for payment shall have been made pursuant to the Indenture. Section 15. If any section, paragraph, clause, or provision of the Resolution shall be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution. In case any obligation of the Issuer authorized or established by this Resolution or the Bonds is held to be in violation of law as applied to any person or in any circumstance, such obligation shall be deemed to be the obligation of the Issuer to the fullest extent permitted by law. 3586R * -5- DATE: December 10, 1991 SUBJECT: December 12, 1991 ITEM: 9B. Consider an approving resolution by Round Rock Industrial Development Corporation providing for the Issuance of Round Rock Industrial Development Corporation Tax - Exempt Adjustable Mode Industrial Development Revenue Refunding Bonds (Tellabs, Inc. Project) Series 1991 and Regarding Section 147(f) approval thereof. STAFF RESOURCE PERSON: Steve Sheets STAFF RECOMMENDATION: Tellabs applied to the Round Rock Industrial Development Corporation (IDC) for permission to refund its outstanding bonds to take advantage of current favorable interest rates. The IDC has reviewed the application and is recommending that the Council approve the transaction. RESOLUTION NO. 'o u v RESOLUTION APPROVING RESOLUTION BY ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION TAX- EXEMPT ADJUSTABLE MODE INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (TELLABS, INC. PROJECT) SERIES 1991 AND REGARDING SECTION 147(f) APPROVAL THEREOF WHEREAS, the Round Rock Industrial Development Corporation (the "Issuer ") was created by the City of Round Rock, Texas (the "Unit ") pursuant to the provisions of the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act "); WHEREAS, the Issuer intends to refund its previously issued bonds designated "Round Rock Industrial Development Corporation Industrial Development Revenue Bonds, Series 1981 (Tellabs (Texas), Inc. Project)" (the "Series 1981 Bonds ") originally issued in the aggregate principal amount of $3,600,000, $1,220,000 of which is currently outstanding, and "Round Rock Industrial Development Corporation Industrial Development Revenue Bonds, Series 1983 (Tellabs (Texas), Inc. Project)" (the "Series 1983 Bonds ") originally issued in the aggregate principal amount of $3,100,000, $1,630,000 of which is currently outstanding (the Series 1981 Bonds and the Series 1983 Bonds being collectively referred to herein as the "Prior Bonds "); WHEREAS, Section 25(f) of the Act requires that the governing body of the Unit approve the resolutions of the Issuer providing for the issuance of bonds, including refunding bonds, no more than 60 days prior to the delivery of the bonds; WHEREAS, the Issuer submits to the Unit the resolution providing for the issuance of the captioned refunding bonds (the "Bonds ") for its approval pursuant to the Act; WHEREAS, it is deemed necessary and advisable that this Resolution be adopted; WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code "), requires that the issuance of any qualified bond be approved by either the governing bond of the Unit or the chief elected executive officer of the Unit after a public hearing following reasonable public notice; and WHEREAS, the Issuer published notice of a public hearing on the issuance of the Bonds (the "Public Notice ") in a newspaper of general circulation in the jurisdiction of the 3 5 8 8 8 -1- Issuer as required by Section 147(f) of the Code and the regulations promulgated thereunder; a copy of the affidavit of publication of the Public Notice is attached hereto as Exhibit A; and the Issuer conducted a public hearing following reasonable public notice with respect to the Bonds and the Certificate of Public Hearing attached hereto as Exhibit B describes the comments, if any, received from the public at the public hearing; THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS THAT: Section 1. The Resolution Authorizing Round Rock Industrial Development Corporation Tax- Exempt Adjustable Mode Industrial Development Revenue Refunding Bonds (Tellabs, Inc. Project) Series 1991, A Loan Agreement, An Indenture of Trust, and A Placement Agreement, and Other Matters in Connection Therewith, adopted by the Issuer on December 10, 1991 (the "Issuer Resolution "), a copy of which is attached hereto as Exhibit C and made a part hereof for all purposes, is hereby specifically approved. Section 2. There is hereby approved the issuance of the Bonds, which are issued: A. in the maximum aggregate face amount of $2,850,000, and B. the proceeds of which will be loaned to Tellabs, Inc., an Illinois corporation, for the purpose of refunding the Prior Bonds. Section 3. The approval herein given is in accordance with the provisions of Section 25(f) of the Act, and is not to be construed as any undertaking by the Unit, and the Bonds shall never constitute an indebtedness or pledge of the Unit, or the State of Texas, within the meaning of any constitutional or statutory provision, and the holder of the Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other revenues of the Issuer, the Unit, or the State of Texas except those revenues assigned and pledged by the Issuer Resolution. Section 4. The programs and expenditures authorized and contemplated by the Issuer Resolution are hereby in all respects approved. Section 5. For the purposes of satisfying Section 147(f) of the Code, the issuance of the Bonds, as described in the Public Notice, is hereby approved and shall take effect immediately. 3588R -2- Section 6. The Mayor and City Secretary of the Unit and the other officers of the Unit are hereby authorized, jointly and severally, to execute and deliver such endorsements, instruments, certificates, documents, or papers necessary and advisable to carry out the intent and purposes of this Resolution. ATTEST: ( Idiii ' aid I Secretary y of Round Rock, Texas (SEAL) 3 5 8 8 R PASSED AND APPROVED this December 12, 1991 Mayor, City •f Round Rock, Texas -3- THE STATE OF TEXAS) COUNTY OF WILLIAMSON) November 25, 1991 EXHIBIT A • AFFIDAVIT OF PUBLICATION Before me on this day personally appeared KEN LONG, known to me to be the Publisher, of the ROUND ROCK LEADER, who being duly sworn deposes and says: That the undersigned is the Publisher of THE ROUND ROCK LEADER, which is a newspaper published in Williamson County, Texas and having general circulation in the state of Texas. That the attached notice styled ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION TAX - EXEMPT ADJUSTABLE MODE INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (TELLABS, INC. PROJECT) SERIES 1991 was published in said newspaper on the following dates to wit: SUBSCRIBED AND SWORN TO BEFORE ME THIS 19 c/. CARIA J. BAGGS naryptekSeh 4 ou feyCartvw n WfMD8.5%2 PUOL:L NOTICE ROUND ROCS INDUSTRIAL DEVELOPMENT CORPORATION TAX- EXEMPT ADJUSTABLE M00! INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (TELLABS. INC, PROJECT) 0001011 1191 190710! OF PUBLIC II[ARING Pursuant to section 1 alt fl of 1.n• int•rn•I •r•nu• 0aa• of 196d, as amanitas) 11. "Coos' 1. NOTICE I S HEREBY GIVEN Nat N• Round Floc. Industrial Persimmon, Corporation 11S 'toast) mil MId a pub.. hearing an Tunday. DecfmD 10, 1991. at 19 JO p m. In Ms City Council M Chambers, City Hall, 791 Eeal Mein Street Reurid Reels TSxaf. with ralpeG to the c alml sal. and Issuance of not rd exceed .7.0d0000 In principal amount al IN T•x -Easmat Adtustabl• rip Bann li.ii a ins Revenue 3 Node id 901.1991 Banda Oonds'1. s. in refund 11) I..Iss•ein •I Development Rerenu,Ben0S. Series 1981(TNIaba (Tew). Inc Pral.01) '1981 BondY). ongmally isaub in me •gglIgal• principal amount 01 $3,800,VOG 16 proceeds al which war. used to finance 10 acquisition of lane and the acgoullan and construction of improrsmenla m•rson. mbiuding en bdu•trw Mail and odic • building. r 6 nand Jal.•y Wey, Round ROOx, T•x•ui/hicli ;re by Tell.. n• Inc andlill ..... Indu.ltial Development Ravi nua Bonds. Series 153 trellabs (Tadao). Inc Protect) (11.1•'19117 Saida") originally isau7e Inthe 199.9111 ampunl 01 83.100,000,th. 0,00. proceeds 9. of whien were used to finance the imatuba. N addillonal land and ru ctbn al improvsm enb to 1.M aIri•I plant and olllce building toenw•, MppM•eoulaltiaM cartain 601 J•Nr.Way,Raun at d Rac0T i.w.lon are caned and operated by Teli0bs (Teas), Inc. (001 llrely, 1.h• "Protect") The P1,rdl.01 .01 curranlly la IocalI don an approximately IS -acre trial and consists of approximately 56,090 square II0 ofIn0o.I,I dustrial plant and once building .pats Such I•clllue• •t. low iM the manufacture. lasong.•nd distribution of modular relating to Me tetommunl. products 01 buflnela TM ec proceeds at 1M 1901 Bonds and 1.n• 1963 Bondi were 01 dedIo TtlMq 710001 ,dm.• Taw 1 9 nd1.111 b The mac.. 1. 1991 Bonds will heba101 to TNMbs, Ina, an Il.noneorperatian.that wholly awn. Tell.W Inc. The 1991 Bonds would be . limited obligation. of 1M Issuer, and would not coiNOM• deal ro Wion son County Round Roc. Sr•ce al TM rang po a• .n Ustc•I bdlrebn thereof o au In order for IM interest on the 1991 Bonds lobo mtemm from redsr•I Indims ..Nan, the Cade got the Issuance of the 1991 t Bond. be s0 by appro....1. W pang 011(01 011101.1e of Rau rid Rock. Tee•., follow, a public hearing Awl:real 01 1e 1991 noMelarpurpmnollecod. aria shell real be wing. any debt. construed lt win of wound RoN, Texas i eoParal of 6M arombns Ear 1803 8,79. eltM 1961 Banta and0M 1983 Benda punusn110 any other ap a praviab 011.w. 911 111 m All Inleted pst10he ve Invited M 10axpriSad1OltVieWS wil0reapdcllolhe 9ofthe81 Banda and the 1967 Bend., iMUan01 ce dl tit• 1991 Bands, 1e Praleol to be refinanced thereby. or Inv pia. of refinancing relating to lieu al ettondanc• at the I the rnwing, he *ratan comment:a beau Alon with respec1101M91000asd 1991 BOndewe be available at the howl m9. or moan wnnan lequft prior Men. b16.W to IM Ivusr. II n8u.atsd by • W MMnllalnombMalthepsibileprior19 iM scheduled date M forth above for Ih•oublic hearing,IM Issuer will consider changing or noialna n a a o • o . e 9.blic Round Rock Industrial 13.1109 - mans Comaratbn City Hall 221 E9al Main Street Pound Rock, Tessa 79864 Anentlon President ROUND ROCK wourn u. 09.1.01 MENT CORPONATION SH /NMI .Roane. n5.: President Pus D•t•-- Ne..mr g6. OM. I hereby certify that the following are true and accurate minutes of a public hearing conducted in connection with the issuance of the Round Rock Industrial Development Corporation Tax- Exempt Adjustable Mode Industrial Development Revenue Refunding Bonds (Tellabs, Inc. Project) Series 1991: The public hearing was held in accordance with published notice commencing at 12:30 p.m. on December 10, 1991 in the City Council Chambers of the City Hall of Round Rock, Texas, and was conducted by Beth A. Sudarshan, of the law firm of Fulbright & Jaworski, bond counsel with respect to the above - referenced financing. Upon the hearing, Ms. Sudarshan explained the nature of the hearing, the purpose of the financing, and invited any interested person to comment on the matters to which the hearing applied. There being no other persons present, Ms. Sudarshan closed the public hearing at 1:15 p.m. DATED: December 10, 1991. 3 S 4 0 R EXHIBIT B CERTIFICATE AS TO PUBLIC HEARING Bet . Sudarshan WHEREAS, pursuant to the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act "), the Round Rock Industrial Development Corporation (the "Issuer "), on behalf of the City of Round Rock, Texas (the "Unit "), is empowered to finance the cost of projects to promote the development and expansion of manufacturing and industrial facilities to promote and encourage employment and the public welfare by the issuance of obligations of the Issuer, which projects will be inside the Unit's boundaries; WHEREAS, the Act also empowers the Issuer, on behalf of the Unit, to issue refunding bonds for the purpose of refunding any bonds then outstanding, issued on account of a project, which shall have been issued under the provisions of the Act; WHEREAS, Tellabs, Inc. (the "User ") has requested that the Issuer refinance a project (the "Project ") originally financed by the Issuer through and by refunding (i) its Industrial Development Revenue Bonds, Series 1981 (Tellabs (Texas), Inc. Project) (the "Series 1981 Bonds ") originally issued in the aggregate principal amount of $3,600,000, $1,220,000 of which amount is currently outstanding, and (ii) its Industrial Development Revenue Bonds, Series 1983 (Tellabs (Texas), Inc. Project) (the "Series 1983 Bonds ") originally issued in the aggregate principal amount of $3,100,000, $1,630,000 of which amount is currently outstanding (the Series 1981 Bonds and the Series 1983 Bonds are collectively referred to herein as the "Prior Bonds "), and further that the Issuer adopt this Resolution with respect to such refunding; WHEREAS, the proceeds of the Prior Bonds were loaned to Tellabs (Texas), Inc., a Texas corporation wholly owned by the User, and the payment of the principal of and premium, if any, and interest on the Prior Bonds was guaranteed by the User; WHEREAS, in view of the currently favorable market conditions, it is considered essential that the refinancing of the Project be completed at the earliest practicable date; 5 8 6 R EXHIBIT C RESOLUTION AUTHORIZING ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION TAX- EXEMPT ADJUSTABLE MODE INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (TELLABS, INC. PROJECT) SERIES 1991, A LOAN AGREEMENT, AN INDENTURE OF TRUST, AND A PLACEMENT AGREEMENT, AND OTHER MATTERS IN CONNECTION THEREWITH -1- WHEREAS, in furtherance of the Act, the User desires that the Issuer issue its limited obligation revenue refunding bonds in the aggregate principal amount of $2,850,000 styled "Round Rock Industrial Development Corporation Tax - Exempt Adjustable Mode Industrial Development Revenue Refunding Bonds (Tellabs, Inc. Project) Series 1991" (the "Bonds ") the proceeds of which will be used to refund the Prior Bonds; WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code "), a public hearing (the "TEFRA Hearing "), following published notice thereof (the "TEFRA Notice "), was held by the Issuer on the same date hereof at which time the refunding of the Prior Bonds and the issuance of the Bonds were considered; and WHEREAS, there have been presented to the Issuer proposed forms of each of the following: 3 5 8 6 R 1. Loan Agreement dated as of December 1, 1991 (the "Loan Agreement ") between the Issuer and the User, including a promissory note from the User to the Issuer in the principal amount of the Bonds (the "Note "); 2. Indenture of Trust dated as of December 1, 1991 (the "Indenture ") between the Issuer and First - Citizens Bank & Trust Company, as trustee (the "Trustee "); 3. Placement Agreement dated as of December 10, 1991 (the "Placement Agreement "), among the Issuer, the User, and Wachovia Bank of North Carolina, National Association, as placement agent for the Bonds (the "Placement Agent "); and 4. Preliminary Private Placement Memorandum dated as of December 11, 1991 (the "Preliminary Private Placement Memorandum "). THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1. Based solely upon the representations made to the Board of Directors (the "Board ") and to the Texas Department of Commerce by the User, it appears and the Board hereby finds that: A. The refinancing of the Prior Bonds is suitable for the promotion of manufacturing or industrial development and expansion; and -2- B. The refinancing of the Prior Bonds is in furtherance of the public purposes of the Act. Section 2. The Board hereby approves the Loan Agreement in substantially the form and substance presented to the Board and the President or any Vice President is hereby authorized and directed, for and on behalf of the Issuer, to execute the Loan Agreement, and the Secretary or any Assistant Secretary is authorized and directed, for and on behalf of the Issuer, to attest the Loan Agreement, and such officers are hereby authorized to deliver the Loan Agreement. Upon execution by the parties thereto and delivery thereof, the Loan Agreement shall be binding upon the Issuer in accordance with the terms and provisions thereof. Section 3. The Bonds in the aggregate principal amount of $2,850,000 are authorized to be issued for the purpose of refinancing the costs of the Project by refunding the Prior Bonds. The Board hereby approves the Indenture in substantially the form and substance presented to the Board and the President or any Vice President is authorized and directed, for and on behalf of the Issuer, to execute the Indenture and the Secretary or any Assistant Secretary is hereby authorized to attest the Indenture on behalf of the Issuer, and such officers are hereby authorized to deliver the Indenture. Section 4. The Board hereby approves the Placement Agreement in substantially the form and substance presented to the Board and the President or any Vice President is authorized and directed for and on behalf of the Issuer, to execute the Placement Agreement on behalf of the Issuer and such officer is hereby authorized to deliver the Placement Agreement. Section 5. The Preliminary Private Placement Memorandum proposed to be delivered in connection with the sale of the Bonds in substantially the form and substance presented to the Board is hereby approved. Delivery to the purchasers of the Preliminary Private Placement Memorandum, based upon representations received from the User and Wachovia Bank of North Carolina, National Association, as provider of the letter of credit relating to the Bonds, is hereby authorized. Section 6. The Board hereby approves the preparation and delivery of a Private Placement Memorandum in substantially the form and substance of the Preliminary Private Placement Memorandum with such changes thereto as may be deemed necessary by the officers of the Issuer designated below, their execution thereof being deemed to constitute approval of such changes. The President or any Vice President and the Secretary or any Assistant Secretary are hereby authorized and directed, for and 3 5 8 6 8 -3- on behalf of the Issuer, to execute and deliver the Private Placement Memorandum. Delivery to the purchasers of the Private Placement Memorandum, based upon representations received from the User and Wachovia Bank of North Carolina, National Association, as provider of the letter of credit relating to the Bonds, is hereby authorized. Section 7. The Board hereby approves the Bonds in substantially the form and substance set forth in the Indenture and the President or any Vice President and the Secretary or any Assistant Secretary are hereby authorized and directed, for and on behalf of the Issuer, to execute the Bonds or have their facsimile signatures placed upon the Bonds, and such officers are hereby authorized and directed to deliver the Bonds, and the seal of the Issuer is hereby authorized and directed to be affixed or placed in facsimile on the Bonds. Section 8. First - Citizens Bank & Trust Company is hereby appointed as the initial Trustee under the Indenture, Wachovia Bank of North Carolina, National Association is hereby appointed as the initial Tender and Paying Agent under the terms of the Indenture, and Wachovia Bank of North Carolina, National Association is hereby appointed, at the request of the User, as Remarketing Agent under the terms of the Indenture. Section 9. The President, any Vice President, and the Secretary or any Assistant Secretary are hereby authorized to execute and deliver to the Trustee the written request of the Issuer for the authentication and delivery of the Bonds by the Trustee in accordance with the Indenture. Section 10. Based upon the representations made to the Board by the User, the Board hereby elects to have the provisions of Section 103(b)(6) of the Internal Revenue Code of 1954 (and any successor provisions to the extent applicable to the Bonds) apply to the Bonds. Section 11. All action (not inconsistent with provisions of this Resolution) heretofore taken by the Board and officers of the Issuer directed toward the refinancing of the Prior Bonds and the issuance of the Bonds, including the publication of the TEFRA Notice and the holding of the TEFRA Hearing, shall be and the same hereby are ratified, approved, and confirmed. Section 12. The officers of the Issuer shall take all action in conformity with the Act necessary or reasonably required to effectuate the issuance of the Bonds and the refunding of the Prior Bonds and all action necessary for carrying out, giving effect to, and consummating the transactions contemplated by the Bonds and this Resolution, including without limitation, the execution and delivery of any 3586R -4- a ES closing documents in connection with the issuance of the Bonds and the release of (i) the Deed of Trust, Security Agreement, Assignment of Rents and Financing Statement dated as of January 1, 1981 from the User to John A. Roan, as mortgage trustee, for the use and benefit of the Issuer, relating to the Series 1981 Bonds, (ii) the Collateral Assignment and Security Agreement (Notes and Liens) dated as of January 1, 1981 from the Issuer in favor of the trustee of the Series 1981 Bonds, (iii) the Trust Indenture dated as of January 1, 1981 from the Issuer to the trustee of the Series 1981 Bonds, (iv) the Deed of Trust, Security Agreement, Assignment of Rents and Financing Statement dated as of December 15, 1983 from the User to John A. Roan, as mortgage trustee, for the use and benefit of the Issuer, relating to the Series 1983 Bonds, (v) the Collateral Assignment and Security Agreement dated December 28, 1983 from the Issuer to the trustee of the Series 1983 Bonds, and (vi) the Trust Indenture dated as of December 15, 1983 from the Issuer to the trustee of the Series 1983 Bonds, and any other documents relating to the Prior Bonds, if necessary. Section 13. The officers executing the documents approved by this Resolution are authorized to approve such changes to said documents as they deem advisable. Section 14. After any of the Bonds are issued, this Resolution shall be and remain in effect until the Bonds or interest thereon shall have been fully paid or provisions for payment shall have been made pursuant to the Indenture. Section 15. If any section, paragraph, clause, or provision of the Resolution shall be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution. In case any obligation of the Issuer authorized or established by this Resolution or the Bonds is held to be in violation of law as applied to any person or in any circumstance, such obligation shall be deemed to be the obligation of the Issuer to the fullest extent permitted by law. 5 8 6 R -5-