HomeMy WebLinkAboutRes 2023-08-1529 Anna CDC- Loan Agreement- Government Capital CorporationCERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTY OF COLLIN §
CITY OF ANNA §
I, the undersigned, City Secretary of the City of Anna, Texas DO HEREBY CERTIFY as
follows:
1. On August 22, 2023, a regular meeting of the City Council of the City of Anna,
Texas, was held at a meeting place within the City; the duly constituted members of the Council
being as follows:
Nate Pike
Mayor
Lee Miller
Mayor Pro Tem
Randy Atchley
Deputy Mayor Pro Tem
Stan Carver II
Councilmember
Kevin Toten
Councilmember
Pete Cain
Councilmember
Elden Baker
Councilmember
and all of said persons were present at said meeting, except the following: A) i�A
Among other business considered at said meeting, the attached resolution entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS ("CITY"), APPROVING (I) THE RESOLUTION OF THE BOARD
OF DIRECTORS OF ANNA COMMUNITY DEVELOPMENT
CORPORATION ("CORPORATION") REGARDING A LOAN IN THE
AMOUNT NOT TO EXCEED $1,800,000; M A SALES TAX
REMITTANCE AGREEMENT BETWEEN THE CITY AND THE
CORPORATION (III) RESOLVING OTHER MATTERS INCIDENT AND
RELATED TO THE LOAN; AND (IV) THE AUTHORITY OF THE
MAYOR TO EXECUTE, ON BEHALF OF THE CITY, A GENERAL
CERTIFICATE OF THE CITY AND THE SALES TAX REMITTANCE
AGREEMENT.
was introduced and submitted to the City Council for passage and adoption. After presentation
and due consideration of the resolution, and upon a motion made and seconded, the resolution was
duly passed and adopted by the Council to be effective immediately by the following vote:
AYES: All members of the City Council shown present above voted "Aye ", except as noted
below,
NOES:
ABSTAIN:
all as shown in the official Minutes of the City Council for the meeting held on the aforesaid date.
2. The attached resolution is a true and correct copy of the original on file in the
official records of the City; the duly qualified and acting members of the City Council on the date
of the aforesaid meeting are those persons shown above and, according to the records of my office,
advance notice of the time, place and purpose of said meeting was given to each member of the
Council; and that said meeting, and deliberation of the aforesaid public business, was open to the
public and written notice of said meeting, including the subject of the above -entitled resolution,
was posted and given in advance thereof in compliance with the provisions of V.T.C.A., Chapter
551, Government Code, as amended.
IN WITNESS WHEREOF, I have hereunto signed my name officially on the date fast
written above.
Carrie Land, City geeretafy
RESOLUTION NO. 20 02 3 - (56 - 15 aq
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS ("CITY"), APPROVING (I) THE RESOLUTION OF THE BOARD
OF DIRECTORS OF ANNA COMMUNITY DEVELOPMENT
CORPORATION ("CORPORATION") REGARDING A LOAN IN THE
AMOUNT NOT TO EXCEED $1,800,000; (11) A SALES TAX
REMITTANCE AGREEMENT BETWEEN THE CITY AND THE
CORPORATION (III) RESOLVING OTHER MATTERS INCIDENT AND
RELATED TO THE LOAN; AND (IV) THE AUTHORITY OF THE
MAYOR TO EXECUTE, ON BEHALF OF THE CITY, A GENERAL
CERTIFICATE OF THE CITY AND THE SALES TAX REMITTANCE
AGREEMENT.
WHEREAS, the Anna Community Development Corporation (the "Corporation') has
been duly created and organized pursuant to the provisions of Chapter 505, Local Government
Code, as amended (formerly Section 4B of the Development Corporation Act of 1979,
Article 5190.6, Texas Revised Civil Statutes Annotated, as amended) (the "Act') by the City of
Anna, Texas (the "CV'); and
WHEREAS, pursuant to the Act, the Corporation is empowered to borrow money for the
purpose of financing the cost of any "project" defined as such by the Act; and
WHEREAS, the Board of Directors of the Corporation has found and determined that
financing the acquisition of real property in Downtown Anna, Texas to promote new or expanded -
business development in the City is authorized under the Act and loan proceeds may be used for
such financing pursuant to that certain Loan Agreement (as amended, restated, supplemented
and/or otherwise modified, the "Loan Agreement") in the original principal amount not to exceed
$1,800,000 (the "Loan') between the Corporation and Government Capital Corporation (the
"Lender'); and
WHEREAS, the Corporation proposes to enter into a Sales Tax Remittance Agreement,
(as amended, restated, supplemented and/or otherwise modified, the "Sales Tax Remittance
Agreement") with the City pursuant to which, among other things, the Corporation will pledge its
sales tax revenues to the Lender to secure repayment of the Loan; and
WHEREAS, the Act requires the City Council of the City approve the resolution of the
Corporation providing for the execution and delivery of the Loan Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ANNA, TEXAS:
Section 1. The Resolution approving the Loan Agreement and authorizing the issuance of
the Note (as defined in the Loan Agreement) adopted by the Corporation (the "Corporation
Resolution') on August 3, 2023, and submitted to the City Council this day, is hereby approved in
all respects. The Note is being issued to finance the costs of the Project, which is located within
the City.
Section 2. The approvals herein given are in accordance with the Act, and the Note shall
never be construed as an indebtedness or pledge of the City, or the State of Texas (the "State'),
within the meaning of any constitutional or statutory provision, and the owner of the Note shall
never be paid in whole or in part out of any funds raised or to be raised by taxation (other than
sales tax proceeds as authorized pursuant to Chapter 505 of the Act) or any other revenues of the
Corporation, the City, or the State, except those revenues assigned and pledged by the Loan
Agreement and the Sales Tax Remittance Agreement.
Section 3. The City hereby agrees to promptly collect and remit to the Corporation the
Economic Development Sales and Use Tax (defined in the Loan Agreement) to provide for the
prompt payment of the Note, and to assist and cooperate with the Corporation in the enforcement
and collection of sales and use taxes imposed on behalf of the Corporation.
Section 4. The Sales Tax Remittance Agreement with respect to the obligations of the City
and Corporation during the time the Note is outstanding, is hereby approved as to form and
substance finally determined by the Mayor or City Manager. Furthermore, the Mayor and the City
Secretary and the other officers of the City 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.
Section 5. It is officially found, determined, and declared that the meeting at which this
Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by V.T.C.A. Government Code, Chapter 551, as amended.
Section 6. This Resolution shall be in force and effect from and after its passage on the
date shown below.
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PASSED AND ADOPTED, this eL;t 2023.
CITY OF ANNA, TE
Nate Pike, Mayor
ATTEST:
1p/I
Carrie Land, City Secretary
CERTIFICATE FOR RESOLUTION
On August 3, 2023, we, the undersigned officers of the Anna Community Development
Corporation, hereby certify as follows:
1. The Board of Directors of said Corporation convened in Regular Meeting on
August 3, 2023 at the designated meeting place, and the roil was called of the duly constituted
officers and members of said Board of Directors, to wit:
Bruce Norwood President
Jody Bills Vice President
Rocio Gonzalez Secretary
Kylee Kelley Director
Michelle Hawkins Director
Ronald Kerr Director
Allison Inesta Director
and all of said persons were present, except the following absentees:Mvq�0.1(q- H&KIA&thus
constituting a quorum. Whereupon, among other business, the followini was transacted at said
Meeting: a written
RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANNA
COMMUNITY DEVELOPMENT CORPORATION REGARDING A LOAN
IN AN AMOUNT NOT TO EXCEED $1,800,000
was duly introduced for the consideration of said Board of Directors and read in full. 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: All members of the Board of Directors shown present above voted "Aye"
except as shown below.
NOES:
ABSTAIN:
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 of Directors' minutes of said Meeting; that the
above and foregoing paragraph is a true, full and correct excerpt from said Board of Directors'
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 said Board of Directors as indicated therein; that each of the officers and members of said Board
of Directors was duly and sufficiently notified officially and personally, in advance, of the time,
place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and
RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANNA
COMMUNITY DEVELOPMENT CORPORATION REGARDING A
LOAN IN AN AMOUNT NOT TO EXCEED $1,800,000
WHEREAS, ANNA COMMUNITY DEVELOPMENT CORPORATION ( "Borrower ")
proposes to enter into a Loan Agreement (as amended, restated, supplemented and/or otherwise
modified, the "Loan AX:eement "), with Government Capital Corporation, as lender ( "Lender ") to
enable Borrower to acquire one or more tracts of real property (the "Protect") in downtown Anna,
Texas (the "CW") to promote new or expanded business development in the City, in an amount
not to exceed $1,800,000 and as for the payment of the principal of and interest thereon, the
Borrower has agreed to pledge its Economic Development Sales and Use Tax. All capitalized
terms used herein, but not otherwise defined herein, shall have the meaning ascribed to such term
in the Loan Agreement.
WHEREAS, the Board of Directors (the "Board") of the Borrower desires to authorize the
President of the Board, and/or the President's designee, to negotiate the final form of the Loan
Agreement, Note and the Sales Tax Remittance Agreement consistent with the terms of this
Resolution.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
ANNA COMMUNITY DEVELOPMENT CORPORATION AS FOLLOWS:
Section 1. The Board agrees to enter into the Loan Agreement, Note and the Sales Tax
Remittance Agreement to finance the costs of the Project in an amount not to exceed $1,800,000
at an interest rate agreed upon by the Lender and the Borrower on the date of execution of the
Note, the Loan Agreement and the Sales Tax Remittance Agreement and, in order to secure the
principal of and interest on the Note, to pledge its Economic Development Sales and Use Tax.
Section 2. That the Board hereby accepts the following financing option as set forth by
the Lender in its July 17, 2023 Preliminary Term Sheet [Select One]:
60 quarterly payments w/ an adjustable interest rate
80 quarterly payments w/ an adjustable interest rate
100 quarterly payments w/ an adjustable interest rate
and that any one or more Authorized Officers (as defined below) are authorized to negotiate,
execute, acknowledge and deliver in the name and on behalf of Borrower to the Lender the final
Loan Agreement, including all attachments and exhibits thereto and the Note consistent with the
options elected herein. Further, the Authorized Officers are each authorized to execute,
acknowledge and deliver in the name and on behalf of the Borrower any other agreement,
instrument, certificate, representation and document, and to take any other action as may be
advisable, convenient or necessary to enter into such Loan Agreement and the Note; the execution
thereof by the Authorized Officers shall be conclusive as to such determination.
considered for adoption at said Meeting, and each of said officers and members consented, in
advance, to the holding of said Meeting for such propose, 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.
3. That the President of the Board of Directors of the Corporation has approved and
hereby approves the aforesaid Resolution; that the President and the Secretary of said Corporation
have duly signed said Resolution; and that the President and the Corporation Secretary of said
Corporation hereby declare that their signing of this Certificate shall constitute the signing of the
attached and following copy of said Resolution for all put -poses.
Signed on the date first written above.
Sec etary, B ar l of ' •ectors President oard oY Directors
Section 3. That for the purposes of this resolution, the following persons, or the persons
holding the following positions, are "Authorized Officers" duly authorized to enter into the
transaction contemplated by this resolution in the name and on behalf of the Borrower:
Title Name
Board President Bruce Norwood
Board Vice -President Jody Bills
Board Secretary Rocio Gonzalez
Section 4. That this Resolution shall take effect immediately.
PASSED AND ADOPTED this ,-3 _ 2023.
ANNA COMMUNITY DEVELOPMENT
CORPORATION
By: �C�
Bruce Np ood, Pr ident
ATTEST:
By:_r/ V I/ "�%1 X
Rocco Gonzal , Secret y
CLOSING DOCUMENTS INDEX
$1,756,350.93 Series 2023 Note
GOVERNMENT CAPITAL CORPORATION
("Lender")
and
ANNA COMMUNITY DEVELOPMENT CORPORATION
("Corporation")
Dated as of September 28, 2023
Document
No. Document Description
1 Loan Agreement between Lender and Corporation
Exhibit A — Form of Note
2 Note executed by Corporation and payable to Lender
Schedule I — Payment Schedule
3 Sales Tax Remittance Agreement executed by the Corporation and the City of Anna,
Texas (the "City")
4 General Certificate of Corporation
5 Resolution of Corporation
6 General Certificate of the City
7 Resolution of the City
8 Opinion of Counsel
9 Articles of Incorporation of Corporation
LOAN AGREEMENT
between
GOVERNMENT CAPITAL CORPORATION
and
ANNA COMMUNITY DEVELOPMENT CORPORATION
$1,756,350.93 Series 2023 NOTE
Dated as of September 28, 2023
4891-2397-2133, v. 1
LOAN AGREEMENT
This LOAN AGREEMENT (as amended, restated, supplemented and/or otherwise
modified, this "Agreement"), dated as of September 28, 2023, is between GOVENRMENT
CAPITAL CORPORATION (the "Lender"), and ANNA COMMUNITY DEVELOPMENT
COPORATION (the "Corporation"), a nonprofit economic development corporation duly
established and created pursuant to Chapter 505, Local Government Code, as amended (formerly
Section 4B of the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil
Statutes Annotated, as amended), (the "Act"), created by or on behalf of the City of Anna, Texas
(the
WITNESSETH:
WHEREAS, the City has established, levied, is maintaining and collecting on behalf of
the Corporation the Economic Development Sales and Use Tax pursuant to the Act;
WHEREAS, the Corporation has determined that it is in the best interests of the
Corporation and the City to acquire real property in Downtown Anna, Texas to promote new or
expanded business enterprises in the City (the "Project"); and
WHEREAS, Corporation has determined that the Project will promote or develop new or
expanded business enterprises in the City that create or retain primary jobs; and
WHEREAS, the Corporation has asked the Lender to make a loan to the Corporation
(the "Loan") for the purpose of financing the costs of the Project and to pay the costs associated
with the issuance of the Loan, as authorized by the Act, such Loan to be secured by and payable
from the proceeds of the Economic Development Sales and Use Tax; and;
WHEREAS, the Lender is willing to make such Loan to the Corporation, on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration and the mutual benefits, covenants and agreements herein expressed, the Lender
and the Corporation agree as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1 Definitions. The capitalized terms used in this Agreement shall have the
following respective meanings unless the context otherwise requires:
Act - has the meaning ascribed to such term in the first paragraph hereof.
Additional Parily Debt - means: Additional debt or other obligations to be issued or
incurred by the Corporation including, without limitation, the issuance or incurrence of any
bonds, notes, or other obligations payable from and secured in whole or in part by liens on the
Pledged Revenues that are in parity with the lien on the Pledged Revenues securing the payment
of the Notes.
Additional Subordinate Debt - means: Additional debt or other obligations to be issued or
incurred by the Corporation including, without limitation, the issuance or incurrence of any
bonds, notes, or other obligations payable from and secured in whole or in part by liens on the
Pledged Revenues that are junior or subordinate to the lien on the Pledged Revenues securing the
payment of the Notes.
Additional Subordinate Debt Resolution — means any resolution of the Board of Directors
of the Corporation authorizing and providing the terms and provisions of the Additional Parity
Debt.
Agreement - has the meaning ascribed to such term in the first paragraph hereof.
Bond Counsel - Naman Howell Smith & Lee, PLLC.
Business Day - Any day, other than a Saturday, Sunday, or legal holiday, on which the
offices of the Lender are not required or authorized by law or executive order to be closed.
City - has the meaning ascribed to such term in the first paragraph hereof.
Closing Date - The date that the Notes are delivered to the Lender.
Code - The Internal Revenue Code of 1986, as amended, and all applicable regulations
and any official rulings and determinations under the above.
Corporation - has the meaning ascribed to such term in the first paragraph hereof.
Costs of Issuance - The costs and expenses incurred by the Corporation with respect to
the authorization, execution and delivery of the Loan Documents and all documentation related
thereto.
Debt Service Fund - shall have the meaning ascribed to such term in Section 4.4 hereof.
Debt Service Requirement - The amount necessary to pay the principal of and interest
due and owing on the Notes during each respective fiscal year of the Corporation.
Economic Development Sales and Use Tax - The %2% sales and use tax authorized to be
levied by the City on behalf of the Corporation for the promotion of economic development
pursuant to the Act and elections duly held.
Event of Default - Unless waived in writing by the Lender, the occurrence of any of the
following:
(a) the failure of the Corporation to make any of the Note Payments when due;
(b) the failure of the Corporation to comply with any other covenant, condition, or
agreement under this Agreement, and the continuation of such failure for a period of thirty (30)
days after the date that the Corporation acquired actual knowledge or written notice of such
failure, which knowledge may take the form of notice specifying such failure given to the
Corporation by the Lender;
2
(c) bankruptcy, insolvency, appointment of a receiver for, or the failure to discharge a
judgment against, the Corporation;
(d) the violation of any representation or warranty made by the Corporation under
Section 5.2 hereof; or
(e) the failure of the Corporation to perform any of its obligations under or comply
with any provisions of this Agreement not described in (a) or (b) above or any other agreement
with the Lender to which it may be a party or by which it is bound.
Existing Parity Debt — Any debt of the Corporation secured by a first lien pledge of the
Pledged Revenues.
Interest Payment Date - The date interest payments are due on the Loan, as set forth in
the Note.
Lender — Government Capital Corporation, together with its successors and assigns.
Loan - The loan from the Lender to the Corporation made pursuant to this Agreement.
Loan Documents - Collectively, this Agreement, the Notes, the Sales Tax Remittance
Agreement, and the Resolution.
Maximum Interest Rate - The maximum rate of interest allowed under Chapter 1204,
Government Code, as amended, but not to exceed the "applicable interest rate ceiling" as
determined under Chapter 303 of the Texas Finance Code from time to time in effect.
Note — The Series 2023 Note.
Note Patents - The payments required by Section 2.3 to be made by the Corporation in
payment of the principal of and interest on the Note.
Parity Obligations - Means collectively, the Existing Parity Obligations, the Note and any
Additional Parity Debt.
Pledged Revenues - 100% of the funds collected by the City from the levy of the
Economic Development Sales and Use Tax, without deduction, offset or credit for any
administrative charges or expenses incurred by the City or the Corporation in connection with
the levy and collection of the Economic Development Sales and Use Tax, other than any
amounts due and owing to the Comptroller of Public Accounts of the State for collection costs
and other charges.
Resolution - The resolution of the Board of Directors of the Corporation authorizing the
execution and delivery of this Agreement and the Note and the pledge of the Pledged Revenues
to the payment of the principal of and interest on the Note, and any amendments or supplements
thereto.
Revenue Fund - Shall have the meaning ascribed to such term in Section 4.4 hereof.
3
Sales Tax Remittance Agreement - The Sales Tax Remittance Agreement dated as of
even date herewith by and between the Corporation and the City, as same may be amended,
restated, supplemented and/or otherwise modified.
Series 2023 Note - The tax-exempt promissory note of even date herewith (such
promissory note, as the same may be renewed, extended, amended or otherwise modified from
time to time) delivered pursuant to this Agreement in substantially the form attached hereto as
Exhibit A, and any promissory note executed and delivered by the Corporation in replacement
thereof or in substitution therefor.
Note Principal - $1,756,350.93
State - The State of Texas.
Surplus Fund - Shall have the meaning ascribed to such term in Section 4.4 hereof.
Section 1.2 Interpretative Matters. Whenever the context requires:
(i) References in this Agreement of the singular number shall include
the plural and vice versa; and
(ii) Words denoting gender shall be construed to include the
masculine, feminine, and neuter.
(b) The table of contents and the titles given to any article or section of this
Agreement are for convenience of reference only and are not intended to modify the meaning of
the article or section.
ARTICLE II
THE LOAN; REPAYMENT OF THE LOAN
Section 2.1 Financing the Loan Subject to the terms and conditions set forth in
this Agreement, including without limitation the conditions set forth in Section 2.2, and for and
in consideration of the payment by the Corporation of its obligations under this Agreement and
the Note and the covenants and agreements herein contained, the Lender will advance to and for
the sole use and benefit of the Corporation for the exclusive purpose of providing funds to pay
the costs of acquiring the Project and paying the costs related thereto including, without
limitation, the Costs of Issuance.
Section 2.2 Conditions to Closing. The obligation of the Lender to make the
advances pursuant to Section 2.1 hereof shall be subject to the following conditions:
(a) The representations of the Corporation herein shall be true, complete and correct
in all material respects on the date hereof and on and as of the Closing Date as if made on the
Closing Date;
(b) On the Closing Date, the Loan Documents shall be in full force and effect,
assuming due authorization and execution by the other parties thereto, and shall not have been
amended or supplemented except as may have been agreed to in writing by the Lender;
E
(c) At or prior to the Closing Date, the Lender shall have received each of the
following documents:
(i) This Agreement executed by an authorized officer of the Corporation;
(ii) The Note executed by an authorized officer of the Corporation;
(iii) A certificate, dated the Closing Date, executed by an authorized officer of
the Corporation, to the effect that (A) the representations and warranties of the
Corporation contained in this Agreement are true and correct on the date hereof and on
and as of the Closing Date as if made on the Closing Date; (B) the Resolution and this
Agreement are in full force and effect and have not been amended or supplemented
except as may have been approved in writing by the Lender; (C) the Corporation is not in
default with respect to any of its outstanding obligations; and (D) no litigation is pending
or, to the best of their knowledge, threatened in any court to restrain or enjoin the
execution and delivery of this Agreement or the Note, or the levy and collection of the
Economic Development Sales and Use Tax or the pledge thereof, or contesting or
affecting the adoption and validity of the Resolution or the authorization, execution and
delivery of the Loan Documents, or contesting the powers of the Board of Directors of
the Corporation;
(iv) Certified copies of resolutions of the City and the Corporation authorizing
execution, delivery and performance of all of the Loan Documents and authorizing the
borrowing hereunder, along with such certificates of existence, certificates of good
standing and other certificates or documents as the Lender may reasonably require to
evidence the Corporation's authority;
(v) True copies of all organizational documents of the Corporation, including
all amendments, restatements or supplements thereto;
(vi) An opinion of counsel to the Corporation which shall specifically provide
that (1) the Corporation is a validly existing non-profit corporation created by the City of
Anna, Texas pursuant to Chapter 505 of the Act and (2) the Corporation is duly
authorized and empowered to execute, deliver and perform the Loan Documents.
Section 2.3 Repayment Terms. The Corporation agrees to execute and deliver the
Note to the Lender on the Closing Date
(b) The Note shall be dated the Closing Date, shall be in an aggregate principal
amount equal to the Note Principal Amount and shall be payable in installments on the dates and
in the amounts specified in the Note.
(c) Interest shall accrue and be paid on the outstanding Note Principal Amount as
specified in the Note.
Section 2.4 Note Payments. All Note Payments shall be made on the applicable
payment date in immediately available funds and shall be paid to the Lender at the address
provided to the Corporation pursuant to Section 8.2.
5
Section 2.5 Note Payments Due on Business Days. If the regularly scheduled due
date for a Note Payment is not a Business Day, the due date for such payment shall be the next
succeeding Business Day, and payment made on such succeeding Business Day shall have the
same force and effect as if made on the regularly scheduled due date.
Section 2.6 Prepayment of Note. The Corporation may at its option prepay the
principal amount of the Note outstanding hereunder, in whole but not in part, on October 28,
2028 or on any payment date on or after October 28, 2033. The prepayment price shall be an
amount equal to the Early Redemption Value for the date determined for prepayment as set forth
on Schedule I of the Note.
Section 2.7 Limited Obligation. The obligations of the Corporation hereunder are
special limited obligations thereof and neither the Notes nor any instrument related to this
Agreement may give a holder a right to demand payment from any source other than the
Economic Development Sales and Use Tax imposed by Chapter 505 of the Act and pledged
hereunder.
Section 2.8 Segregation of Economic Development Sales and Use Tax. The
Corporation shall or shall cause the City to maintain a separate fund into which shall be
deposited the Economic Development Sales and Use Tax and the Corporation shall or shall cause
the City to segregate such taxes collected from the general fund of the City.
ARTICLE III
ADDITIONAL DEBT
Section 3.1 Additional Parity Debt. The Corporation shall have the right and power
at any time and from time to time and in one or more series or issues, to authorize, issue and
deliver Additional Parity Debt, in accordance with law, in any amounts, for any lawful purpose
including the refunding of any Parity Obligations, Subordinate Debt or other obligations of the
Corporation. Such Additional Parity Debt, if and when authorized, issued and delivered in
accordance with this Agreement, shall be secured by and made payable equally and ratably on a
parity with the Note and all other Existing Parity Obligations, from the line on and pledge of the
Pledged Revenues herein granted, provided:
(a) The Treasurer of the Corporation (or other officer of the Corporation then having
the primary responsibility for the financial affairs of the Corporation) shall have executed a
certificate stating that, to the best of his or her knowledge and belief, the Corporation is not then
in default as to any covenant, obligation or agreement contained in this Agreement, any
resolution authorizing any Existing Parity Obligation or any Additional Parity Debt Resolution;
(b) The Corporation has secured from a certified public accountant a certificate or
opinion to the effect that, according to the books and records of the Corporation, the Pledged
Revenues received by the Corporation for either (i) the last completed fiscal year next preceding
the adoption of the Additional Parity Debt Resolution or (ii) any twelve (12) consecutive months
out of the previous eighteen (18) months next preceding the adoption of the Additional Parity
Debt Resolution equal to not less than 1.25 times the average annual debt service requirements
for all Parity Obligations then outstanding after giving effect to the issuance of the Additional
Parity Debt then being considered;
M
(c) For the purposes of the Certificate required in Section 3.1(a) above, the full
amount of each payment must be included as debt service in the year payable (without giving
effect to any assumed amortization).
Section 3.2 Subordinate Debt. The Corporation hereby reserves the right to issue or
create Additional Subordinate Debt payable from or secured by a lien on all or any part of the
Pledged Revenues for any lawful purpose, provided the pledge and the lien securing such debt is
subordinate to the pledge and lien established, made and created in Section 4.3 of this Agreement
with respect to the Pledged Revenues to the payment and security of the Parity Obligations.
ARTICLE IV
SPECIAL AGREEMENTS
Section 4.1 Obligations of Corporation Unconditional. The obligation of the
Corporation to make the payments required by Section 2.3 shall be absolute and unconditional.
The Corporation shall pay all such amounts without abatement, diminution or deduction
(whether for taxes or otherwise) regardless of any cause or circumstances whatsoever including,
without limitation, any defense, set-off, recoupment or counterclaim that the Corporation may
have or assert against the Lender or any other person.
(b) Until such time as the Note is fully paid the Corporation:
(i) will not suspend or discontinue, or permit the suspension or
discontinuance of, any Note Payment;
(ii) will perform and observe all of its other agreements contained in this
Agreement; and
(iii) will not terminate this Agreement for any cause except by, full payment
and retirement of the Note.
Section 4.2 Agreement as Security Agreement. An executed copy of this Agreement
shall constitute a security agreement pursuant to applicable law, with the Lender as the secured
party. The lien, pledge, and security interest of the Lender created in this Agreement shall
become effective immediately upon the Closing Date, and the same shall be continuously
effective for so long as the Note is outstanding.
(b) A fully executed copy of this Agreement and the proceedings authorizing it shall
be filed as a security agreement among the permanent records of the Corporation. Such records
shall be open for inspection to any member of the general public and to any person proposing to
do or doing business with, or asserting claims against, the Corporation, at all times during regular
business hours.
(c) The provisions of this section are prescribed pursuant to the Bond Procedures Act
of 1981 (Chapter 1204, Government Code), as amended, and other applicable laws of the State.
If any other applicable law, in the opinion of counsel to the Corporation or in the opinion,
reasonably exercised, of counsel to the Lender, requires any filing or other action additional to
the filing pursuant to this section in order to preserve the priority of the lien, pledge, and security
7
interest of the Lender created by this Agreement, the Corporation shall diligently make such
filing or take such other action to the extent required by law to accomplish such result.
Section 4.3 Pledge and Source of Payment. The Corporation hereby covenants that
all Pledged Revenues shall be deposited and paid into the Special Funds established in
Section 4.4 hereof, and shall be applied in the manner set out herein, to provide for the payment
of principal and interest on the Note, the Existing Parity Obligations and, to the extent permitted,
any Additional Parity Debt and all expenses of paying the same. The obligations of the
Corporation under the Notes, the Existing Parity Obligations and any Additional Parity Debt
shall be special limited obligations of the Corporation payable solely from, and secured by a first
lien on, the Pledged Revenues, and collected and received by the Corporation, which Pledged
Revenues shall, in the manner herein provided, be set aside and pledged to the payment of the
Notes and any Parity Obligations in the Debt Service Fund, and any excess Economic
Development Sales and Use Tax revenues shall be set aside in the Surplus Fund; as hereinafter
provided. The Lender shall never have the right to demand payment out of any funds raised or to
be raised by ad valorem taxation. The Lender shall never have the right to demand payment
from sales tax revenues in excess of those collected from the Economic Development Sales and
Use Tax.
Section 4.4 Special Funds. The following special funds are hereby created, and such
funds shall be maintained and accounted for as hereinafter provided, so long as the Notes and
any Additional Debt remain outstanding:
(a) Economic Development Sales and Use Revenue Fund (the "Revenue Fund");
(b) Economic Development Sales and Use Note Debt Service Fund (the "Debt
Service Fund"); and
(c) Economic Development Sales and Use Fund (the "Surplus Fund").
The Revenue Fund, the Debt Service Fund and the Surplus Fund shall be maintained and
accounted for as separate accounts on the books of the Corporation. All of the funds named
above shall be used solely as provided herein so long as the Notes and any Parity Obligations
remain outstanding. Notwithstanding the foregoing and the provisions of Sections 4.5, 4.6 and
4.7 hereof, the Corporation may utilize existing accounts and maintain appropriate internal
records regarding the Revenue Fund, the Debt Service Fund and the Surplus Fund.
Section 4.5 Flow of Funds. All Pledged Revenues shall be deposited as collected into
the Revenue Fund. Money from time to time on deposit to the credit of the Revenue Fund shall
be applied as follows in the following order and priority:
(a) First, to make all deposits into the Debt Service Fund required by this Agreement
to pay principal of and interest on the Notes and any Parity Obligations;
(b) Second, to make the transfers required by any condition authorizing the issuance
or incurrence of subordinate lien obligations (subject to the prior requirements of any resolution
authorizing the issuance of any Additional Parity Debt); and
(c) Third, to make all deposits into the Surplus Fund as required by this Agreement,
said funds to be used by the Corporation for any lawful purpose.
Whenever the total amounts on deposit to the credit of the Debt Service Fund shall be
equal to the amount set forth in Section 4.6 hereof, no further payments need be made into the
Debt Service Fund.
Section 4.6 Debt Service Fund. While any Parity Obligations remain outstanding,
there shall be deposited into the Debt Service Fund from the Revenue Fund an amount equal to
one hundred per cent (100%) of the interest on and the principal of the Parity Obligations then
falling due and payable prior to each principal and interest payment date.
If in any month the Corporation shall fail to make the full transfer to the Debt Service
Fund required by this Agreement, amount equivalent to such deficiency shall be transferred to
the Debt Service Fund from the first available and unallocated money in the Revenue Fund in the
following month or months, and such transfers shall be in addition to the other amounts required
to be transferred to the Debt Service Fund.
Money deposited to the credit of the Debt Service Fund required by this Agreement shall
be used solely for the purpose of paying principal and interest on the Parity Obligations plus any
costs related thereto.
Section 4.7 Surplus Fund. After making any transfers required into the Debt Service
Fund or any other funds created in any resolution authorizing the issuance of any Additional
Debt or any subordinate lien obligations, any money remaining in the Revenue Fund shall be
considered surplus, and may be deposited into the Surplus Fund and, notwithstanding the pledge
of the Pledged Revenues hereunder, may be used by the Corporation for any lawful purpose so
long as there is no Event of Default hereunder.
Section 4.8 Investment of Funds; Transfer of Investment Income. Money in the
Revenue Fund and the Debt Service Fund may, at the option of the Corporation, be invested in
time deposits or certificates of deposit of commercial banks secured in the manner required by
law for public funds and insured by the Federal Deposit Insurance Corporation to the maximum
extent permitted by law, or be invested in direct obligations of, or obligations fully guaranteed
by, the United States of America, or in any other investments authorized by the laws of the State;
provided that all such deposits or investments shall be made in such manner that the money
required to be expended from any fund will be available at the proper time or times. Any
obligation in which money is so invested shall be kept and held in the official depository bank of
the Corporation at which the fund is maintained from which the investment was made. All such
investments shall be promptly sold when necessary to prevent any default in connection with the
Note or any Additional Debt.
All interest and income derived from such deposits and investments shall be transferred
or credited as received to the Revenue Fund, and shall constitute Pledged Revenues.
Section 4.9 Security for Uninvested Funds. All uninvested money on deposit in, or
credited to, the Revenue Fund and the Debt Service Fund shall be secured by the pledge of
security as provided by the laws of the State.
Section 4.10 Financial Statements and Reports. For so long as any amounts remain
outstanding under the Notes, the Corporation will promptly furnish to the Lender from time to
time upon request such information regarding the business and affairs and financial condition of
the Corporation as the Lender may reasonably request, and furnish to the Lender promptly after
E
available and in any event within one hundred eighty (180) days of each fiscal year end, current
audited financial statements, on a consolidated basis, of the Corporation, or if not separately
prepared, then of the City, including (i) a balance sheet, (ii) statement of revenues, expenses and
changes in fund balances, (iii) statements of cash flow, (iv) operating fund budget analysis, and
(iv) appropriate notes and attachments to the financial statements.
Section 4.11 Inspection Rights. At any reasonable time and from time to time, the
Corporation will permit representatives of the Lender to examine, copy, and make extracts from
its books and records, to visit and inspect its properties, and to discuss its business, operations,
and financial condition with its officers, employees, and independent certified public
accountants.
Section 4.12 Keeping Books and Records. The Corporation will maintain proper
books of record and account in which full, true, and correct entries in conformity with generally
accepted accounting principles shall be made of all dealings and transactions in relation to its
business and activities.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.1 Representations and Warranties of Lender. The Lender represents and
warrants to the Corporation the following:
(a) The Lender has all necessary power and authority to enter into and perform this
Agreement.
(b) The Lender has taken all actions required to authorize and execute this Agreement
and to perform its obligations hereunder and the execution, delivery and performance by the
Lender of and compliance with the provisions of this Agreement will not conflict with any
existing law, regulation, rule, decree or order or any agreement or other instrument by which the
Lender is bound.
Section 5.2 Representations by the Corporation. The Corporation represents,
warrants and covenants to the Lender as follows:
(a) The Corporation is a nonprofit economic development corporation, within the
meaning of Chapter 505 (formerly Section 4B) of the Act, has all of the rights, powers,
privileges, authority and functions given by the general laws of the State to nonprofit
corporations incorporated under the Texas Non -Profit Corporation Act, as amended, except as
otherwise provided in Section 501.054(a) of the Act (formerly Section 23(a) of the Act), and is
authorized by the Act to execute and to enter into this Agreement and to undertake the
transactions contemplated herein and to carry out its obligations hereunder.
(b) The Corporation is duly organized, validly existing, and in good standing under
the laws of the State. The Corporation has all requisite power, authority and legal right to
execute and deliver the Loan Documents and all other instruments and documents to be executed
and delivered by the Corporation pursuant thereto, to perform and observe the provisions thereof
and to carry out the transactions contemplated by the Loan Documents. All corporate action on
the part of the Corporation which is required for the execution, delivery, performance and
10
observance by the Corporation of the Loan Documents has been duly authorized and effectively
taken, and such execution, delivery, performance and observation by the Corporation do not
contravene applicable law or any contractual restriction binding on or affecting the Corporation.
(c) The Corporation has duly approved the borrowing of funds from the Lender and
has received the approval of the City therefor; no other authorization or approval or other action
by, and no notice to or filing with any governmental authority or regulatory body is required as a
condition to the performance by the Corporation of its obligations under any of the Loan
Documents.
(d) This Agreement and the Note are legally valid and binding obligations of the
Corporation enforceable against the Corporation in accordance with their respective terms.
(e) There is no default of the Corporation in the payment of the principal of or
interest on any of its indebtedness for borrowed money or under any instrument or instruments or
agreements under and subject to which any indebtedness for borrowed money has been incurred
which does or could affect the validity and enforceability of the Loan Documents or the ability of
the Corporation to perform its obligations thereunder, and no event has occurred and is
continuing under the provisions of any such instrument or agreement which constitutes or, with
the lapse of time or the giving of notice, or both, would constitute such a default.
(f) There is no pending or, to the knowledge of the undersigned officers of the
Corporation, threatened action or proceeding before any court, governmental agency or
department or arbitrator (i) to restrain or enjoin the execution or delivery of this Agreement and
the Note or the collection of any Pledged Revenues to pay the Notes, (ii) in any way contesting
or affecting the authority for the execution and delivery or the validity of the Loan Documents,
or (iii) in any way contesting the levy of the Economic Development Sales and Use Tax or the
existence of the Corporation or the title or powers of the officers of the Corporation.
(g) In connection with the authorization, execution and delivery of this Agreement
and the Notes, the Corporation has complied with all provisions of the laws of the State,
including the Act.
(h) The execution and delivery of the documents contemplated hereunder do not
violate any provision of any instrument or agreement to which the Corporation is a party or by
which it is bound.
(i) The Corporation has, by proper corporate action, duly authorized the execution
and delivery of this Agreement.
0) The Corporation is not in default under or in violation of the Constitution or any
of the laws of the State relevant to the issuance of the Note or the consummation of the
transactions contemplated hereby or in connection with such issuance, and has duly authorized
the issuance of the Note and the execution and delivery of this Agreement. The Corporation
agrees that it will do or cause to be done in a timely manner all things necessary to preserve and
keep in full force and effect its existence, and to carry out the terms of this Agreement and the
Indenture.
11
(k) The Corporation's books and records properly reflect the financial condition of
the Corporation and, to the best of the Corporation's knowledge, there has been no material
adverse change in the business, condition (financial or otherwise), operations, prospects or
properties of the Corporation since the effective date of the Corporation's most recent financial
statements.
Section 5.3 Permits or Licenses. In the event that it may be necessary for the proper
performance of this Agreement on the part of the Corporation that any application or applications
for any permit or license to do or to perform certain things be made to any governmental or other
agency by the District, the Corporation shall execute such application or applications and shall
otherwise comply with regulatory requirements, as applicable.
ARTICLE VI
REMEDIES SECTION
Section 6.1 Remedies Available. So long as any Event of Default has occurred and is
continuing, the Lender may take any action at law or in equity to collect all amounts then due
under this Agreement and the enforcing of compliance with any other obligation of the
Corporation under this Agreement.
(b) In addition to the remedies provided in subsection (a) of this Section, the Lender
shall, to the extent permitted by law, be entitled to recover the costs and expenses, including
attorney's fees and court costs, incurred by the Lender in the proceedings authorized under
subsection (a) of this Section.
(c) Notwithstanding any other provision of this Agreement, the acceleration of the
Note Payments is not available as a remedy under this Agreement.
Section 6.2 Non -Exclusive Remedies. No remedy conferred upon or reserved to the
Lender by this Agreement is intended to be exclusive of any other available remedy, and each
such remedy shall be in addition to any other remedy given under this Agreement or the other
Loan Documents or now or hereafter existing at law or in equity.
Section 6.3 Delays. No delay or omission to exercise any right or power accruing
upon any Event of Default shall impair any such right or power or be construed to be a waiver
thereof, and all such rights and powers may be exercised as often as may be deemed expedient.
Section 6.4 Limitation on Waivers. If an Event of Default is waived, such waiver
shall be limited to the particular Event of Default so waived and shall not be deemed a waiver of
any other Event of Default; provided, that no waiver of an Event of Default shall be effective
unless such waiver is made in writing.
12
ARTICLE VII
DISCHARGE BY PAYMENT
When the Note has been paid in full or when the Corporation has made payment to the
Lender of the whole amount due or to become due under the Notes (including all interest that has
accrued thereon or that may accrue to the date of maturity or prepayment, as applicable), and all
other amounts payable by the Corporation under this Agreement have been paid, the liens of this
Agreement shall be discharged and released, and the Lender, upon receipt of a written request by
the Corporation and the payment by the Corporation of the reasonable expenses with respect
thereto, shall discharge and release the lien of this Agreement and execute and deliver to the
Corporation such releases or other instruments as shall be requisite to release the lien hereof.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Term of Agreement. This Agreement shall become effective upon the
Closing Date and shall continue in full force and effect until all obligations of the Corporation
under this Agreement and the Note have been fully paid.
Section 8.2 Notices. (a) All notices, certificates, or other communications required
by or made pursuant to this Note Agreement shall be in writing and given by certified or
registered United States Mail, return receipt requested, addressed as follows:
(i) if to the Lender:
Government Capital Corporation
345 Miron Drive
Southlake, Texas 76092
Attn: Document Department
if to the Corporation:
Anna Community Development Corporation
120 W. 71h Street
Anna, Texas 75409
Attention: Economic Development Director
(b) The Corporation and the Lender may designate any further or different addresses
to which subsequent notices shall be sent; provided, that, any of such parties shall designate only
one address for such party to receive such notices.
(c) Except as otherwise provided by this Agreement, any communication delivered
by mail in compliance with this section is deemed to have been given as of the date of deposit in
the mail.
(d) A provision of this Agreement that provides for a specific method of giving notice
or otherwise conflicts with this section supersedes this section to the extent of the conflict.
13
Section 8.3 Binding Effect, Assignment. (a) This Agreement shall (i) be binding
upon the Corporation, its successors and assigns, and (ii) inure to the benefit of and be
enforceable by the Lender and its successors, transferees and assigns; provided that the
Corporation may not assign all or any part of this Agreement without the prior written consent of
the Lender. The Lender may assign, transfer or grant participations in all or any portion of this
Agreement, the Notes, or any of its rights or security hereunder, including without limitation, the
instruments securing the Corporation's obligations under this Agreement; provided that any such
assignment, transfer or grant shall be made only to a financial institution whose primary business
is the lending of money.
Section 8.4 Expenses, Fees, Etc. The Corporation hereby agrees to pay on demand all
reasonable costs and expenses of the Lender in connection with the preparation, negotiation,
execution, and delivery of the Loan Documents and any and all amendments, modifications,
renewals, extensions, and supplements thereof and thereto, including, without limitation, the fees
and expenses of legal counsel for the Lender and other professionals.
Section 8.5 Severability. If any part of this Agreement is ruled invalid or
unenforceable by a court of competent jurisdiction, the invalidity or unenforceability thereof
shall not affect the remainder of this Agreement.
Section 8.6 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same
document.
Section 8.7 Applicable Law. This Agreement shall be governed in, all respects,
whether as to validity, construction, performance, or otherwise, by the laws of the State and, if
applicable, federal law.
Section 8.8 Jurisdiction. All actions or proceedings with respect to, and the
performance of, the Notes and this Agreement shall be, or shall be instituted in the courts of the
State of Texas, in Collin County, Texas, and by execution and delivery of this Agreement, the
Corporation and the Lender irrevocably and unconditionally submit to the jurisdiction of such
courts and unconditionally waive (i) any objection each may now or hereafter have to the laying
of venue in any such courts, and (ii) any claim that any action or proceeding brought in any such
courts has been brought in an inconvenient forum.
Section 8.9 Notice of Final Agreement. THIS WRITTEN AGREEMENT AND
ANY OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and attested by their respective duly authorized officers as of the date first above
written.
GOI
By:
Nam
Title
15
ANNA COMMUNITY DEVELOPMENT
CORPORATION
1
16
EXHIBIT A
$197569350.93 September 28, 2023
This Note may not be negotiated in the name of bearer and is not a registered obligation
ANNA COMMUNITY DEVELOPMENT CORPORATION
NOTE, SERIES 2023
ANNA COMMUNITY DEVELOPMENT CORPORATION (the "Corporation") for
value received, hereby promises to pay to the order of GOVERNMENT CAPITAL
CORPORATION, its successor or assigns, at its offices located at 345 Miron Drive, Southlake,
Texas 76092 the principal sum of ONE MILLION SEVEN HUNDRED FIFTY-SIX
THOUSAND THREE HUNDRED FIFTY AND 93/100 DOLLARS ($1,756,350.93).
All capitalized terms which are used but not defined in this Note shall have the same
meanings as in the Loan Agreement dated as of even date herewith, between the Corporation and
the Lender (such Loan Agreement, together with all amendments, restatements, supplements
and/or other modifications thereto, being the "Loan Agreement").
Subject to Section 2.3 of the Loan Agreement, beginning on January 28, 2024 and on
each April 28, July 28, October 28 and January 28 thereafter until the Maturity Date, the
Corporation agrees to pay principal and accrued interest on all amounts hereof so advanced and
remaining from time to time unpaid hereon in such amounts as reflected on Schedule I attached
hereto. All unpaid principal and accrued interest shall be finally due and payable on or before
October 28, 2038 (the "Maturity Date").
Interest shall accrue at a per annum rate of 6.526%; provided, however, the interest rate
under this Note may be adjusted by Lender, or its assigns, on the date of the twentieth (20th) and
fortieth (401h) payments, being October 28, 2028 and October 28, 2033, respectively, (each an
"Adjustment Date"). Notice of any rate adjustment shall be given in writing to the Borrower on
or before the 30th day prior to such rate adjustment (the "Determination Date"). The interest rate
shall be adjusted to the five (5) year treasury rate on the Determination Date, plus 215 basis
points. "Treasury Rate" shall mean, as of the Determination Date, the ask yield of the United
States Treasury obligations (as compiled by and published in the most recently published issue of
the Wall Street Journal). Upon any rate adjustment, the future installments of principal and
interest payable under this Note shall be adjusted. Any such adjustment shall be set forth in a
new amortization schedule which the Lender, or its assignee, shall prepare using the same format
as used to produce the original amortization schedule. Once the amortization schedule is
prepared, the Lender, or its assignee, shall attach it to this Note and shall deliver a copy of same
to the Borrower. All payments of interest shall be computed quarterly based upon al 360 day year.
Past due principal and interest shall bear interest at a rate per annum which is fifteen
percent (15.0%), but in no event to exceed the Maximum Interest Rate.
Principal of and interest on this Note shall be payable from and secured by a pledge of
the Corporation's Economic Development Sales and Use Tax.
4891-2397-2133, v. 1
This Note is authorized under that certain Loan Agreement and is subject to, and is
executed in accordance with, all of the terms, conditions and provisions thereof. A fully executed
copy of the Loan Agreement is on file in the permanent records of the Corporation and is open
for inspection to any member of the general public and to any person proposing to do business
with, or asserting claims against, the Corporation, at all times during regular business hours.
The principal of and interest on this Note are payable from the Economic Development
Sales and Use Tax imposed by Chapter 505 of the Local Government Code (formerly Section 4B
of the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes
Annotated, as amended), as described in and subject to the limitations contained in the Loan
Agreement.
Except as otherwise provided in the Loan Agreement, the Corporation waives all
demands for payment, presentations for payment, protests, notices of protests, and all other
demands and notices, to the extent permitted by law.
All agreements between the Corporation and holder hereof, whether now existing or
hereafter arising and whether written or oral, are hereby limited so that in no contingency,
whether by reason of demand, prepayment, or otherwise, shall the interest contracted for,
charged, received, paid or agreed to be paid to the holder hereof, exceed the maximum
permissible by applicable law. If, from any circumstances whatsoever, interest would otherwise
be payable to the holder hereof in excess of the Maximum Interest Rate, then the interest payable
to the holder hereof shall be reduced to the maximum amount permitted under applicable law;
and if from any circumstances the holder hereof shall ever receive anything of value deemed
interest by applicable law in excess of the Maximum Interest Rate, an amount equal to any
excessive interest shall be applied to the reduction of the principal hereof and not to the payment
of interest, or if such excessive interest exceeds the unpaid balance of principal hereof, such
excess shall be refunded to the Corporation. All interest paid or agreed to be paid to the holder
hereof shall, to the extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full period of the subject loan until payment in full of the principal so that
the interest hereon for such full period shall not exceed the maximum amount permitted by
applicable law. This paragraph shall control all agreements between the Corporation and the
holder hereof.
THIS NOTE AND THE LOAN AGREEMENT REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.
NEITHER THE STATE OF TEXAS, THE CITY OF ANNA, TEXAS (THE "CITY %
NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED
TO PAY THE PRINCIPAL OF OR INTEREST ON THIS NOTE, EXCEPT TO THE EXTENT
THAT THE CORPORATION IS OBLIGATED TO MAKE THE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON THIS NOTE. NEITHER THE FULL FAITH AND
CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY
POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF
4891-2397-2133, v. 1
THE PRINCIPAL OF OR INTEREST ON THIS NOTE, EXCEPT TO THE EXTENT THE
CORPORATION HAS PLEDGED THE ECONOMIC DEVELOPMENT SALES AND USE
TAX DESCRIBED ABOVE TO MAKE THE NOTE PAYMENTS.
The Corporation may at its option prepay the principal amount of the Note outstanding
hereunder, in whole but not in part, on October 28, 2028 or on any payment date on or after
October 28, 2033. The prepayment price shall be an amount equal to the Early Redemption
Value for the date determined for prepayment as set forth on Schedule I.
If a date for the payment of the principal of or interest on the Note is a Saturday, Sunday,
legal holiday, or a day on which the Lender is authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which is not a Saturday, Sunday,
legal holiday, or day on which such banking institution is authorized to close; and payment on
such date shall have the same force and effect as if made on the original date payment was due.
This Note shall be governed in all respects by the laws of the State of Texas and of the
United States of America.
IN WITNESS WHEREOF, this Note has been duly executed effective as of the date
first written above.
ANNA COMMUNITY DEVELOPMENT
CORPORATION
By: 2
Nam�,gar/c� ,t/ofZuio�
Title: C.t� .t�JA.w'D PQGSidC✓1%T
4891-2397-2133, v. 1
Schedule I — Payment Schedule
EARLY REDEMPTION
PMT PMT DATE TOTAL INTEREST PRINCIPAL VALUE
NO. MO. DAY YR PAYMENT PAID PAID after pmt on this line
1
1/28/2024
$46,371.94
$38,362.32
$8,009.62
N/A
2
4/28/2024
$46,371.94
$28,524.19
$17,847.75
N/A
3
7/28/2024
$46,371.94
$28,233.00
$18,138.94
N/A
4
10/28/2024
$46,371.94
$27,937.07
$18,434.87
N/A
5
1/28/2025
$46,371.94
$27,636.30
$18,735.64
N/A
6
4/28/2025
$46,371.94
$27,330.63
$19,041.31
N/A
7
7/28/2025
$46,371.94
$27,019.97
$19,351.97
N/A
8
10/28/2025
$46,371.94
$26,704.24
$19,667.70
N/A
9
1 /28/2026
$46,371.94
$26, 383. 36
$19, 988. 58
N/A
10
4/28/2026
$46,371.94
$26, 057.25
$20, 314.69
N/A
11
7/28/2026
$46,371.94
$25,725.82
$20,646.12
N/A
12
10/28/2026
$46,371.94
$25,388.97
$20,982.97
N/A
13
1 /28/2027
$46,371.94
$25, 046.64
$21, 325.30
N/A
14
4/28/2027
$46,371.94
$24,698.72
$21,673.22
N/A
15
7/28/2027
$46,371.94
$24, 345.12
$22,026.82
N/A
16
10/28/2027
$46,371.94
$23, 985.75
$22, 386.19
N/A
17
1/28/2028
$46,371.94
$23,620.52
$22,751.42
N/A
18
4/28/2028
$46,371.94
$23, 249.33
$23,122.61
N/A
19
7/28/2028
$46,371.94
$22,872.08
$23,499.86
N/A
20
10/28/2028
$46,371.94
$22,488.68
$23,883.26
$1,377,179.49
21
1 /28/2029
$46,371.94
$22, 099.03
$24,272.91
N/A
22
4/28/2029
$46,371.94
$21,703.02
$24,668.92
N/A
23
7/28/2029
$46,371.94
$21,300.54
$25,071.40
N/A
24
10/28/2029
$46,371.94
$20,891.50
$25,480.44
N/A
25
1/28/2030
$46,371.94
$20,475.79
$25,896.15
N/A
26
4/28/2030
$46,371.94
$20, 053.29
$26, 318.65
N/A
27
7/28/2030
$46,371.94
$19,623.90
$26,748.04
N/A
28
10/28/2030
$46,371.94
$19,187.51
$27,184.43
N/A
29
1 /28/2031
$46,371.94
$18, 744.00
$27, 627.94
N/A
30
4/28/2031
$46,371.94
$18,293.25
$28,078.69
N/A
31
7/28/2031
$46,371.94
$17, 835.14
$28, 536.80
N/A
32
10/28/2031
$46,371.94
$17,369.56
$29,002.38
N/A
33
1 /28/2032
$46,371.94
$16, 896.39
$29,475.55
N/A
34
4/28/2032
$46,371.94
$16,415.50
$29,956.44
N/A
35
7/28/2032
$46,371.94
$15, 926.76
$30,445.18
N/A
36
10/28/2032
$46,371.94
$15,430.04
$30,941.90
N/A
37
1 /28/2033
$46,371.94
$14, 925.23
$31,446.71
N/A
38
4/28/2033
$46,371.94
$14,412.17
$31,959.77
N/A
39
7/28/2033
$46,371.94
$13,890.75
$32,481.19
N/A
40
10/28/2033
$46,371.94
$13,360.82
$33,011.12
$793,012.59
41
1/28/2034
$46,371.94
$12,822.24
$33,549.70
$758,853.04
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
4/28/2034
$46,371.94
$12,274.88
$34,097.06
$724,167.44
7/28/2034
$46,371.94
$11,718.59
$34,653.35
$688,947.68
10/28/2034
$46,371.94
$11,153.22
$35,218.72
$653,185.53
1/28/2035
$46,371.94
$10,578.62
$35,793.32
$616,872.65
4/28/2035
$46,371.94
$9,994.66
$36,377.28
$580,000.55
7/28/2035
$46,371.94
$9,401.16
$36,970.78
$542,560.62
10/28/2035
$46,371.94
$8,797.98
$37,573.96
$504,544.11
1 /28/2036
$46,371.94
$8,184.96
$38,186.98
$465, 942.15
4/28/2036
$46,371.94
$7,561.94
$38,810.00
$426,745.72
7/28/2036
$46,371.94
$6,928.76
$39,443.18
$386,945.66
10/28/2036
$46,371.94
$6,285.24
$40,086.70
$346,532.68
1/28/2037
$46,371.94
$5,631.23
$40,740.71
$305,497.34
4/28/2037
$46,371.94
$4,966.54
$41,405.40
$2631830.06
7/28/2037
$46,371.94
$4,291.01
$42,080.93
$221,521.10
10/28/2037
$46,371.94
$3,604.46
$42,767.48
$178,560.58
1/28/2038
$46,371.94
$2,906.71
$43,465.23
$134,938.47
4/28/2038
$46,371.94
$2,197.58
$44,174.36
$90,644.58
7/28/2038
$46,371.94
$1,476.87
$44,895.07
$45,668.57
10/28/2038
$46,371.94
$744.67
$45,627.27
$0.00
$197569350.93
September 28, 2023
This Note may not be negotiated in the name of bearer and is not a registered obligation
ANNA COMMUNITY DEVELOPMENT CORPORATION
NOTE, SERIES 2023
ANNA COMMUNITY DEVELOPMENT CORPORATION (the "Corporation") for
value received, hereby promises to pay to the order of GOVERNMENT CAPITAL
CORPORATION, its successor or assigns, at its offices located at 345 Miron Drive, Southlake,
Texas 76092 the principal sum of ONE MILLION SEVEN HUNDRED FIFTY-SIX THOUSAND
THREE HUNDRED FIFTY AND 93/100 DOLLARS ($1,756,350.93).
All capitalized terms which are used but not defined in this Note shall have the same
meanings as in the Loan Agreement dated as of even date herewith, between the Corporation and
the Lender (such Loan Agreement, together with all amendments, restatements, supplements
and/or other modifications thereto, being the "Loan Agreement").
Subject to Section 2.3 of the Loan Agreement, beginning on January 28, 2024 and on each
April 28, July 28, October 28 and January 28 thereafter until the Maturity Date, the Corporation
agrees to pay principal and accrued interest on all amounts hereof so advanced and remaining from
time to time unpaid hereon in such amounts as reflected on Schedule I attached hereto. All unpaid
principal and accrued interest shall be finally due and payable on or before October 28, 2038 (the
"Maturity Date").
Interest shall accrue at a per annum rate of 6.526%; provided, however, the interest rate
under this Note may be adjusted by Lender, or its assigns, on the date of the twentieth (20th) and
fortieth (40th) payments, being October 28, 2028 and October 28, 2033, respectively, (each an
"Adjustment Date"). Notice of any rate adjustment shall be given in writing to the Borrower on or
before the 30th day prior to such rate adjustment (the "Determination Date"). The interest rate shall
be adjusted to the five (5) year treasury rate on the Determination Date, plus 215 basis
points. "Treasury Rate" shall mean, as of the Determination Date, the ask yield of the United States
Treasury obligations (as compiled by and published in the most recently published issue of the
Wall Street Journal). Upon any rate adjustment, the future installments of principal and interest
payable under this Note shall be adjusted. Any such adjustment shall be set forth in a new
amortization schedule which the Lender, or its assignee, shall prepare using the same format as
used to produce the original amortization schedule. Once the amortization schedule is prepared,
the Lender, or its assignee, shall attach it to this Note and shall deliver a copy of same to the
Borrower. All payments of interest shall be computed quarterly based upon a 360 day year.
Past due principal and interest shall bear interest at a rate per annum which is fifteen percent
(15.0%), but in no event to exceed the Maximum Interest Rate.
Principal of and interest on this Note shall be payable from and secured by a pledge of the
Corporation's Economic Development Sales and Use Tax.
This Note is authorized under that certain Loan Agreement and is subject to, and is
executed in accordance with, all of the terms, conditions and provisions thereof. A fully executed
copy of the Loan Agreement is on file in the permanent records of the Corporation and is open for
inspection to any member of the general public and to any person proposing to do business with,
or asserting claims against, the Corporation, at all times during regular business hours.
The principal of and interest on this Note are payable from the Economic Development
Sales and Use Tax imposed by Chapter 505 of the Local Government Code (formerly Section 4B
of the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes
Annotated, as amended), as described in and subject to the limitations contained in the Loan
Agreement.
Except as otherwise provided in the Loan Agreement, the Corporation waives all demands
for payment, presentations for payment, protests, notices of protests, and all other demands and
notices, to the extent permitted by law.
All agreements between the Corporation and holder hereof, whether now existing or
hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether
by reason of demand, prepayment, or otherwise, shall the interest contracted for, charged, received,
paid or agreed to be paid to the holder hereof, exceed the maximum permissible by applicable law.
If, from any circumstances whatsoever, interest would otherwise be payable to the holder hereof
in excess of the Maximum Interest Rate, then the interest payable to the holder hereof shall be
reduced to the maximum amount permitted under applicable law; and if from any circumstances
the holder hereof shall ever receive anything of value deemed interest by applicable law in excess
of the Maximum Interest Rate, an amount equal to any excessive interest shall be applied to the
reduction of the principal hereof and not to the payment of interest, or if such excessive interest
exceeds the unpaid balance of principal hereof, such excess shall be refunded to the Corporation.
All interest paid or agreed to be paid to the holder hereof shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full period of the subject loan
until payment in full of the principal so that the interest hereon for such full period shall not exceed
the maximum amount permitted by applicable law. This paragraph shall control all agreements
between the Corporation and the holder hereof.
THIS NOTE AND THE LOAN AGREEMENT REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTR.A.DICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
NEITHER THE STATE OF TEXAS, THE CITY OF ANNA, TEXAS (THE "CITY"),
NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED
TO PAY THE PRINCIPAL OF OR INTEREST ON THIS NOTE, EXCEPT TO THE EXTENT
THAT THE CORPORATION IS OBLIGATED TO MAKE THE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON THIS NOTE. NEITHER THE FULL FAITH AND
CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE CITY, OR ANY
POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF
THE PRINCIPAL OF OR INTEREST ON THIS NOTE, EXCEPT TO THE EXTENT THE
CORPORATION HAS PLEDGED THE ECONOMIC DEVELOPMENT SALES AND USE
TAX DESCRIBED ABOVE TO MAKE THE NOTE PAYMENTS.
The Corporation may at its option prepay the principal amount of the Note outstanding
hereunder, in whole but not in part, on October 28, 2028 or on any payment date on or after October
28, 2033. The prepayment price shall be an amount equal to the Early Redemption Value for the
date determined for prepayment as set forth on Schedule I.
If a date for the payment of the principal of or interest on the Note is a Saturday, Sunday,
legal holiday, or a day on which the Lender is authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday, or day on which such banking institution is authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payment was due.
This Note shall be governed in all respects by the laws of the State of Texas and of the
United States of America.
IN WITNESS WHEREOF, this Note has been duly executed effective as of the date first
written above.
ANNA COMMUNITY DEVELOPMENT
CORPORATION
A%
L �.r
_OAeI ��
Schedule I — Payment Schedule
EARLY REDEMPTION
PMT PMT DATE TOTAL INTEREST PRINCIPAL VALUE
NO. MO. DAY YR PAYMENT PAID PAID after pmt on this line
1
1/28/2024
$46,371.94
$38,362.32
$8,009.62
NIA
2
4/28/2024
$46,371.94
$28,524.19
$17,847.75
N/A
3
7/28/2024
$46,371.94
$28,233.00
$18,138.94
N/A
4
10/28/2024
$46,371.94
$27,937.07
$18,434.87
N/A
5
1/28/2025
$46,371.94
$27,636.30
$18,735.64
N/A
6
4/28/2025
$46,371.94
$27, 330.63
$19, 041.31
N/A
7
7/28/2025
$46,371.94
$27,019.97
$19,351.97
NIA
8
10/28/2025
$46,371.94
$26,704.24
$19,667.70
NIA
9
1 /28/2026
$46,371.94
$26, 383.36
$19, 988.58
N/A
10
4/28/2026
$46,371.94
$26, 057.25
$20, 314.69
N/A
11
7/28/2026
$46,371.94
$25, 725.82
$20, 646.12
N/A
12
10/28/2026
$46,371.94
$25, 388.97
$20, 982.97
NIA
13
1 /28/2027
$46,371.94
$25, 046.64
$21, 325.30
NIA
14
4/28/2027
$46,371.94
$24,698.72
$21,673.22
NIA
15
7/28/2027
$46,371.94
$24, 345.12
$22, 026.82
NIA
16
10/28/2027
$46,371.94
$23,985.75
$22,386.19
NIA
17
1/28/2028
$46,371.94
$23,620.52
$22,751.42
N/A
18
4/28/2028
$46,371.94
$23,249.33
$23,122.61
N/A
19
7/28/2028
$46,371.94
$22, 872.08
$23,499.86
N/A
20
10/28/2028
$46,371.94
$22,488.68
$23,883.26
$1,377,179.49
21
1/28/2029
$46,371.94
$22,099.03
$24,272.91
N/A
22
4/28/2029
$46,371.94
$21,703.02
$24,668.92
N/A
23
7/28/2029
$46,371.94
$21,300.54
$25,071.40
N/A
24
10/28/2029
$46,371.94
$20,891.50
$25,480.44
N/A
25
1 /28/2030
$46,371.94
$20,475.79
$25, 896.15
N/A
26
4/28/2030
$46,371.94
$20, 053.29
$26, 318.65
N/A
27
7/28/2030
$46,371.94
$19,623.90
$26,748.04
N/A
28
10/28/2030
$46,371.94
$19,187.51
$27,184.43
N/A
29
1/28/2031
$46,371.94
$18,744.00
$27,627.94
N/A
30
4/28/2031
$46,371.94
$18,293.25
$28,078.69
N/A
31
7/28/2031
$46,371.94
$17,835.14
$28,536.80
N/A
32
10/28/2031
$46,371.94
$17,369.56
$29,002.38
N/A
33
1 /28/2032
$46,371.94
$16, 896.39
$29,475.55
N/A
34
4/28/2032
$46,371.94
$16,415.50
$29,956.44
N/A
35
7/28/2032
$46,371.94
$15,926.76
$30,445.18
N/A
36
10/28/2032
$46,371.94
$15,430.04
$30,941.90
N/A
37
1/28/2033
$46,371.94
$14,925.23
$31,446.71
N/A
38
4/28/2033
$46,371.94
$14,412.17
$31,959.77
N/A
39
7/28/2033
$46,371.94
$13,890.75
$32,481.19
N/A
40
10/28/2033
$46,371.94
$13,360.82
$33,011.12
$793,012.59
41
1 /28/2034
$46,371.94
$12, 822.24
$33, 549.70
$758, 853.04
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
4/28/2034
$46,371.94
$12,274.88
$34,097.06
$724,167.44
7/28/2034
$46,371.94
$11,718.59
$34,653.35
$688,947.68
10/28/2034
$46,371.94
$11,153.22
$35,218.72
$653,185.53
1/28/2035
$46,371.94
$10,578.62
$35,793.32
$616,872.65
4/28/2035
$46,371.94
$9,994.66
$36,377.28
$580,000.55
7/28/2035
$46,371.94
$9,401.16
$36,970.78
$542,560.62
10/28/2035
$46,371.94
$8,797.98
$37,573.96
$504,544.11
1/28/2036
$46,371.94
$8,184.96
$38,186.98
$465,942.15
4/28/2036
$46,371.94
$7,561.94
$38,810.00
$426,745.72
7/28/2036
$46,371.94
$6,928.76
$39,443.18
$386,945.66
10/28/2036
$46,371.94
$6,285.24
$40,086.70
$346,532.68
1/28/2037
$46,371.94
$5,631.23
$40,740.71
$305,497.34
4/28/2037
$46,371.94
$4,966.54
$41,405.40
$263,830.06
7/28/2037
$46,371.94
$4,291.01
$42,080.93
$221,521.10
10/28/2037
$46,371.94
$3,604.46
$42,767.48
$178,560.58
1/28/2038
$46,371.94
$2,906.71
$43,465.23
$134,938.47
4/28/2038
$46,371.94
$2,197.58
$44,174.36
$90, 644.58
7/28/2038
$46,371.94
$1,476.87
$44,895.07
$45668.57
10/28/2038
$46,371.94
$744.67
$45,627.27
$0.00
SALES TAX REMITTANCE AGREEMENT
NOTE
This SALES TAX REMITTANCE AGREEMENT (as amended, restated,
supplemented and/or otherwise modified, this "Agreement") is made to be effective as of August
28, 2023, by and between the CITY OF ANNA, TEXAS, a duly incorporated and existing home
rule city operating and existing under the laws of the State of Texas (the "CZ") and the ANNA
COMMUNITY DEVELOPMENT CORPORATION, a nonprofit development corporation
organized and existing under the laws of the State of Texas, including Chapters 501, 502 and
505, Local Government Code, as amended (formally Section 4B of the Development
Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes Annotated, as amended)
(the "Corporation").
RECITALS
WHEREAS, the Corporation on behalf of the City is to finance the costs to acquire
certain real property which the Corporation has found will promote new or expanded business
enterprise in the City (the "Project"); and
WHEREAS, such financing contemplates the issuance of the Corporation's promissory
note in the principal amount of $1,756,350.93 (the "Note"), and the proceeds are to be used by
the Corporation to acquire the Project.
AGREEMENT
1. Financing: For and in consideration of the City's covenants and agreements herein
contained and subject to the terms contained herein, the Corporation hereby agrees to enter into a
Loan Agreement dated of even date herewith (as same may be amended, restated, supplemented
and/or otherwise modified, the "Loan Agreement"), with Government Capital Corporation (the
"Lender"), and to execute the Note, and the Corporation hereby agrees and covenants that all
proceeds of the loan evidenced by the Note shall be used solely to accomplish the Project and to
pay all costs related thereto.
2. Receipt and Transfer of Proceeds of Sales Tax. The City agrees, in cooperation
with the Corporation, to take such actions as are required to cause the "Sales Tax" received from
the Comptroller of Public Accounts of the State of Texas for and on behalf of the Corporation to
be deposited immediately upon receipt by the City to the credit of the Corporation.
3. Modifications. This Agreement shall not be changed orally, and no executory
agreement shall be effective to waive, change, modify or discharge this Agreement in whole or in
part unless such executory agreement is in writing and is signed by the parties against whom
enforcement of any waiver, change, modification or discharge is sought and approved in writing
by the Lender.
4. Entire Agreement. This Agreement contains the entire agreement between the
parties pertaining to the subject matter hereof and fully supersedes all prior agreements and
understandings between the parties pertaining to such subject matter.
SALES TAx REMITTANCE (2023 NOTE)
5. Counterparts. This Agreement may be executed in several counterparts, and all
such executed counterparts shall constitute the same agreement. It shall be necessary to account
for only one such counterpart in proving this Agreement.
6. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall
nonetheless remain in full force and effect.
7. Applicable Law. This Agreement shall in all respects be governed by, and construed
in accordance with, the substantive federal laws of the United States and the laws of the State of
Texas.
8. Captions. The section headings appearing in this Agreement are for convenience of
reference only and are not intended, to any extent and for any purpose, to limit or define the text
of any section or any subsection hereof.
9. Capitalized Terms. All capitalized terms not otherwise defined herein shall have
the meanings ascribed to such terms in the Loan Agreement.
[THE REMAINDER OF THIS PAGE 17VTENTIONALL Y LEFT BLANK]
2 SALES TAX REMITTANCE (2023 NOTE
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date and year first above written.
ATTEST:
By:
Rocio Go les Board gecretary
ANNA COMMUNITY DEVELOPMENT
CORPORATION
By: XL12
Bruce N6rwood, Boaz President
SALES TAx RFmTTANCE (2023 NOTE)
ATTEST:
Carrie Land, City Secr tary
CITY OF ANN ERAS
/' aZz &
Nate Pike, Mayor
SALES TAX REMITTANCE (2023 NOTE)
GENERAL CERTIFICATE OF CORPORATION
NOTE
We, the undersigned duly authorized officers of the Board of Directors of THE ANNA
COMMUNITY DEVELOPMENT CORPORATION (the "Corporation") acting in our official
capacities as such, hereby certify with respect to the Loan Agreement dated as of September 28,
2023, (as amended, restated, supplemented and/or otherwise modified, the "Loan Agreement")
by and between the Corporation and Government Capital Corporation authorizing the
Corporation's Note (as defined in the Loan Agreement) (the "Note"), as follows:
1. That the Corporation is a nonprofit economic development corporation, validly
created by the City of Anna, Texas (the "2W') under Chapters 501, 502 and 505, Local
Government Code, as amended (formally Section 4A of the Development Corporation Act of
1979, Article 5190.6, Texas Revised Civil Statutes Annotated, as amended) (the "Act") and
existing under the Act, and the laws and the Constitution of the State of Texas and is a
governmental agency thereof. All capitalized terms used herein shall have the meanings set forth
for such terms in the Loan Agreement unless the context clearly indicates otherwise.
2. That as of the date of approval of the Loan Agreement by the Corporation, the
following named persons constitute the members of the Board of Directors of Corporation:
Bruce Norwood
President
Jody Bills
Vice President
Rocio Gonzalez
Secretary
Kylee Kelley
Director
Michelle Hawkins
Director
Ronald Kerr
Director
Alison Inesta
Director
4. The Board of Directors of the Corporation duly adopted by a majority vote a
resolution (the "Resolution") authorizing and approving the entering into the Loan Agreement,
at a duly called public meeting, at which a quorum was present and acting throughout; the
Resolution is in full force and effect and has not been altered, amended or repealed as of the date
hereof; that said meeting was duly called and open to the public in accordance with the laws of
the State of Texas. The Resolution was considered and approved by the City Council of the City
by resolution on August 22, 2023.
5. The following described instruments (collectively, the "Instruments"), as
executed and delivered or authorized by the Corporation, are in substantially the same form and
text as copies of such Instruments which were before and were approved or ratified by the Board
of Directors of the Corporation, and which the officers of the Corporation were authorized to
execute and deliver for and on behalf of the Corporation:
EDC GENERAL CERTIFICATE (SERIES 2023)
(a) the Loan Agreement;
(b) the Note in the principal amount of $1,756,350.93; and
(c) the Sales Tax Remittance Agreement.
5. To the best knowledge of the undersigned, on the date hereof, the Corporation is
not in default in the performance or observance of any of the covenants, conditions, agreements
or provisions of the Instruments.
6. The representations and warranties of the Corporation contained in the
Instruments are correct on and as of the date hereof as though made on and as of such date.
7. No litigation is pending or, to the best of Corporation's knowledge; threatened in
any court to restrain or enjoin the execution and delivery of the Loan Agreement or the Note, or
the levy and collection of the Economic Development Sales and Use Tax or the pledge thereof,
or contesting or affecting the adoption and validity of the Resolution or the authorization,
execution and delivery of the Instruments, or contesting the powers of the Board of Directors of
the Corporation.
EDC GENERAL CERTIFICATE (SERIES 2023)
IN WITNESS WHEREOF, we have duly executed this certificate on the date first
written above.
ATTEST:
By: 2?p��
Rocio Gonzal oard Set4etary
THE ANNA COMMUNITY DEVELOPMENT
CORPORATION
By: ALP
Bruce 2 orwood, k0ard President
EDC GENERAL CERTIFICATE (SERIES 2023)
GENERAL CERTIFICATE OF CITY
SERIES 2023 NOTE
We, the undersigned duly authorized officers of the CITY OF ANNA, TEXAS (" ty ")
acting in our official capacities as such, hereby certify with respect to the Loan Agreement dated
as of September 28, 2023, (as same may be amended, restated, supplemented and/or otherwise
modified, the "Loan Agreement ") by and between the ANNA COMMUNITY DEVELOPMENT
CORPORATION ("Corporation ") and GOVERNMENT CAPITAL CORPORATION
( "Lender ") authorizing a loan in the principal amount of $1,756,350.93, as follows:
1. All capitalized terms used herein shall have the meaning set forth for such term in the
Loan Agreement unless the context clearly indicates otherwise.
2. The City is a duly incorporated home rule city, operating and existing under the
Constitution and the laws of the State of Texas.
3. The City has duly authorized the creation of the Corporation under the Act.
4. Attached hereto as Exhibit "A" are true, correct, and full copies of the proceedings
pertaining to the levy of the Economic Development Sales and Use Tax and the election at which
the Economic Development Sales and Use Tax was approved by the voters of the City.
5. No Litigation is pending or, to the best of their knowledge, threatened against the City
with respect to the issuance by the Corporation of the Note, the Loan Agreement or the Sales Tax
Remittance Agreement, the creation of the Corporation or the title or authority of the governing
body or director of the Corporation.
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CITY GENERAL CERTIFICATE (SERIES 2023)
IN WITNESS WHEREOF, we have duly executed this certificate on the date first
written above.
ATTEST:
eLand, City oretary
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CITY OF ANNA, TEXASI{,
Nate Pike, Mayor
CITY GENERAL CERTIFICATE (SERIES 2023)