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A RESOLUTION AUTHORIZED AND PROVIDING FOR THE
ISSUANCE UNDER THE DEVELOPMENT CORPORATION
ACT OF 1979 (AS AMENDED) BY THE GEORGETOWN
INDUSTRIAL CORPORATION OF ITS INDUSTRIAL
DEVELOPMENT REVENUE BOND (DAVID EDELMAN
MOTELS, LTD., II, GEORGETOWN, TEXAS) FOR
THE PURPOSE OF FINANCING CERTAIN FACILITIES
FOR DAVID EDELMAN MOTELS, ITD. II, GEROGETOWN,
TEXAS; AUTHORIZING THE EXECUTION AND DELIVERY
OF A LOAN AGREEMENT BETWEEN SAID INDUSTRIAL
DEVELOPMENT CORPORATION AND DAVID EDELMAN
MOTELS, LTD. II, GEORGETOWN, TEXAS: AUTHORI-
ZING THE EXECUTION AND DELIVERY OF AN
ASSIGNMENT AND SECURITY AGREEMENT TO SECURE
SAID BOND; AUTHORIZING THE SALE OF SAID BOND
TO THE PURCHASER THEREOF; AUTHORIZING THE
EXECUTION AND DELIVERY OF A BOND PURCHASE
AGREEMENT IN CONNECTION THEREWITH; AUTHOR-
IZING AND PRESCRIBING OTHER MATTERS PER-
TAINING TO THE ISSUANCE OF SAID BONDS; AND
FOR OTHER PURPOSES.
WHEREAS, the Georgetown Industrial Development Corporation (the "Issuer"),
on behalf of the City of Georgetown, Texas (the "Unit"), is authorized and
empowered by the provisions of the Development Corporation Act of 1979,
Article 5190.6, Vernon's Annotated Revised Civil Statutes, as amended (the
"Act"), to issue its bonds for the purpose of defraying all or parts of the
cost of any land, buildings, facilities, equipment and improvements located
within the boundaries of the Unit and found by the Board of Directors of the
Issuer to be required or suitable for industrial development, all upon such
terms as the Board of Directors of the Issuer shall deem advisable and as
shall not conflict with the provisions of the Act or any provision of the
laws or Constitution of the State of Texas; and
WHEREAS, David Edelman Motels, Ltd, II, Georgetown, Texas (the "User"),
a Texas limited partnership, has presented to the Issuer a proposal whereby
the Issuer will finance a portion of the cost of a 50 room motel consisting
of the aquisition, construction and equipping of said motel (the "Project")
located within the boundaries of the Unit for use by David Edelman Motels,
Ltd, II, Georgetown, Texas, and the Project qualifies as a "project" which
may be financed pursuant to the Act; and
WHEREAS, pursuant to a resolution of the Issuer adopted on May 16, 1983,
the Issuer agreed to issue its bonds for the purpose of financing all or a
portion of the cost of the Project; and
WHEREAS, the Board of Directors of the Issuer (the "Board") has hereto-
fore and does now find and determine that is is desirable to provide for the
issuance of its Industrial Development Revenue Bond (David Edelman Motel's,
Ltd. II, Georgetown, Texas Project) in the aggregate principal amount of
$1,050,000 (the "Bond") to finance all or a portion of the cost of the Project
and to pay expenses incidental to the issuance of the Bond; and
WHEREAS, the Board of Directors of the Issuer further finds and deter-
mines that it is necessary and desirable that the Issuer (a) enter into a
Loan Agreement dated as of December 1, 1983 (the "Agreement") with the User
under which the Issuer will loan the proceeds of the Bond to the User and
the User will acquire, construct and equip, or be reimbursed for the acquisi-
tion, construction and equipping of the Project and pursuant to which the
User will deliver its Promissory Note (the"Note") to Citizens State Bank of
Georgetown, Texas (the "Bank"), as depositary in order to evidence its
obligation under the Agreement to pay amounts sufficient to pay the princi-
pal of, premium, if any, and interest on the Bond, (b) enter into an Assign-
ment (except for certain of the Issuer's rights to indemnification, to
attorney's fees and to reimburse for expenses) and the Note will be assigned
to the Bank as security for the Bond, and (c) enter into a Bond Purchase
Agreement dated as of December 1, 1983 (the "Bond Purchase Agreement") with
the Bank and the User pursuant to which, under certain terms and conditions,
the Issuer will sell and the Bank will purchase the Bond; and