The URL can be used to link to this page

Browse Search

Home My WebLink About820408.tiff B 0981 REC 01909010 1 1 /16/B2 13 : 06 $0.00 1 /009 F 2341 MARY ANN FEUERSTE7:N CLERK & RECORDER WELT) CO, CO 402.009810 ORDINANCE NO. 104 AN ORDINANCE RELATING TO THE ISSUANCE OF ADJUSTABLE RATE INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE PROVISIONS OF THE COLORADO COUNTY AND MUNICIPALITY DEVELOPMENT REVENUE BOND ACT; PROVIDING FOR THE ISSUANCE AND SALE OF WELD COUNTY, COLORADO, ADJUST- ABLE RATE INDUSTRIAL DEVELOPMENT REVENUE BONDS (EISENMAN CHEMICAL CO. PROJECT) SERIES 1982, IN THE PRINCIPAL AMOUNT OF $2, 500, 000 FOR THE PURPOSE OF LOANING FUNDS TO EISENMAN CHEMICAL CO. TO FINANCE THE ACQUISITION, CONSTRUCTION, IMPROVING AND EQUIPPING OF A COMMERCIAL OFFICE BUILDING IN WELD COUNTY, COLO- RADO; APPROVING AND AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT BETWEEN EISENMAN CHEMICAL CO. AND WELD COUNTY, COLORADO AND AN INDENTURE OF TRUST BETWEEN WELD COUNTY, COLORADO AND A TRUSTEE; AND AUTHORIZING THE PREPARATION AND EXECUTION OF CERTAIN RELATED DOCUMENTS AND INSTRUMENTS. BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO: Section 1. Recitals. A. Weld County, Colorado (the "County" ) , desires to provide, promote and stimulate industry and develop trade and other economic activity within the County; and B. Pursuant to the provisions of the Colorado County and Municipality Development Revenue Bond Act, X29-3-101 et seq. , C. R.S. 1973, as amended (the "Act" ) , the County is authorized to issue its adjustable rate industrial development revenue bonds and to loan the proceeds therefrom to a private organiza- tion such as Eisenman Chemical Co. ( the "Company" ) to finance 820408 X3 0901 I EG 01909010 11 /16/82 13 : 06 $0.00 2/009 I° 2342 MARY ANN FE:UERSTEIN CLERK & RECORDER WELD CO, CO 2 the acquisition, construction, improving and equipping of cer- tain facilities which constitute a "project" under the Act; and C. The Company desires to obtain the funds to acquire, construct, improve and equip a commercial office building (the "Project" ) by borrowing funds from the County in the principal amount of $2, 500 ,000 and promising to repay the County pursuant to a Loan Agreement dated as of November 1, 1982 (the "Loan Agreement") by and between the County and the Company; and D. It is hereby found and determined that the County will issue its Adjustable Rate Industrial Development Revenue Bonds (Eisenman Chemical Co. Project) Series 1982 (the "Series 1982 Bonds") in the principal amount of $2 , 500 , 000 pursuant to an Indenture of Trust dated as of November 1, 1982 (the "Inden- ture") by and between the County and First National Bank of Commerce, New Orleans, Louisiana, as trustee (the "Trustee") , and that the proceeds therefrom will be used in accordance with the provisions of the Loan Agreement and the Indenture ; and E. It is hereby found and determined that financing the Project will promote the public health, welfare, safety, con- venience and prosperity of the County and its inhabitants by providing , promoting and stimulating industry and developing trade and other economic activity within the County; and F. It is necessary to provide for the issuance and sale of the Series 1982 Bonds and to authorize the execution and B 0981 REC 01909010 11 /16/02 13 : 06 $0.0o 3/009 F 2343 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO 3 preparation of all documents, instruments and acts necessary in connection therewith. - Section 2 . Findings and Determinations . The Board of County Commissioners hereby finds and determines that (a) the amounts necessary to pay the interest on the Series 1982 Bonds in each year and .the principal of the Bonds at maturity are as set forth in the Loan Agreement and the Indenture and are incorporated herein by reference; (b) it is not deemed necessary or advisable to establish any reserve funds in con- nection with the retirement of the Series 1982 Bonds or the maintenance of the Project (as such term is defined in the Loan Agreement) ; (c) since the Loan Agreement provides that the Com- pany shall maintain the Project and carry all proper insurance with respect thereto, no determination of the estimated cost of maintaining the Project in good repair and keeping it properly insured needs to be made ; (d) the revenues of the Company from the operation of the Project are sufficient to pay any taxes or amounts, if any, in lieu of taxes required of the Company by §29-3-120 , C.R.S . 1973 , as amended ; and (e) this is an emer- gency ordinance which shall be effective immediately upon its passage and adoption, as provided in Section 3-14 of the County' s Home Rule Charter . Public notice of this Ordinance shall be given forthwith. Without such a procedure, the referendum period following the approval by the County of the B 0981 RFC 01909010 11 /16/82 13 : (0, $0.00 4/009 P- 2344 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO 4 financing of the Project would not expire until approximately the end of December. Such a late construction start would threaten the financial feasibility of the Project. Section 3 . Approval of and Authorization for Issuance of the Series 1982 Bonds. The issuance of the County' s Adjustable Rate Industrial Development Revenue Bonds (Eisenman Chemical Co . Project) Series 1982 , to be dated November 1 , 1982 , in the principal amount of $2 , 500 , 000, with a maximum net effective interest rate not to exceed fifteen percent (15%) and a stated interest rate of seven and three-fourths percent (7-3/4%) from November 1 , 1982 until November 1 , 1983 and an interest rate to be determined annually as provided in Section 2 . 02 of the Indenture from 1983 until maturity or earlier redemption , provided , however , that in no event shall the interest rate exceed fifteen percent (15%) per annum or be less than five percent (5%) per annum for any interest period, in substan- tially the form and with substantially the content set forth in the Indenture, is in all respects approved, authorized and confirmed, and the Chairman of the Board of County Commis- sioners and the County Clerk are hereby authorized and directed to execute and seal the Series 1982 Bonds in the manner pro- vided in the Indenture and to deliver them to the purchaser hereinafter designated for and on behalf of the County, and upon receipt of the purchase price to deposit the proceeds B 0981 REC 01909010 11 /16/82 13 : 06 I>():.¢)(} 5/009 I° 2345 MARY ANN FI::UERSTEl:N CLERK & RECORDER WELD CO, CO 5 thereof with the Trustee in the manner provided by the Inden- ture. The Series 1982 Bonds shall be issuable only as fully registered Bonds in the denomination of $5 , 000 or any integral multiple thereof. The principal of the Series 1982 Bonds shall be paid on November 1, 2012 , and principal and interest shall be payable at the place and be subject to the terms of redemp- tion set forth in the Indenture. The Series 1982 Bonds shall never constitute an indebtedness of the County within the meaning of any provision or limitation of the Colorado consti- tution or statutes or the County' s Home Rule Charter and shall not constitute or give rise to a pecuniary liability of the County or a charge against its general credit or taxing powers . The Series 1982 Bonds are not general obligations , but are special , limited obligations of the County, payable solely out of the revenues derived under the Loan Agreement, the Indenture, the Mortgage and Security Agreement dated as of November 1, 1982 between the Company and the Trustee and the Guaranty Agreement dated as of November 1, 1982 between Newpark Resources , Inc. (the "Guarantor" ) and the Trustee. Section 4 . Authorization of the Sale of the Series 1982 Bonds and Approval of the Bond Purchase Agreement . The Bond Purchase Agreement between the County and Howard, Weil, Labouisse , Friedrichs Incorporated (the "Purchaser" ) , the Inducement Letter among the Company, the County and the B 0981 REC 01909010 11 /16/82 13 : 06 •; .00 6/009 F 2346 MARY ANN FE.:UERSTEIN CLERK & RECORDER WELD CO, CO 6 Purchaser and the Inducement Letter among the Guarantor, the County and the Purchaser , in substantially the same forms as attached hereto as Exhibits A, B and C, respectively, are in all respects approved, authorized and confirmed, and the Chairman of the Board of County Commissioners and the County Clerk are authorized and directed to execute and deliver the Bond Purchase Agreement and the Inducement Letters for and on behalf of the County. The sale and delivery of the Series 1982 Bonds to the Purchaser on the terms and conditions and at the prices set forth in the Bond Purchase Agreement are approved. Section 5 . Approval and Authorization of Loan Agreement. The Loan Agreement dated as of November 1, 1982 , between the Company as Borrower and the County as Lender , in substantially the same form as attached hereto as Exhibit D, is in all re- spects approved, authorized and confirmed, and the Chairman of the Board of County Commissioners and the County Clerk are authorized and directed to execute and deliver the Loan Agree- ment in substantially the form and with substantially the same content as Exhibit D for and on behalf of the County. Section 6 . Approval and Authorization of Indenture of Trust. The Indenture of Trust dated as of November 1 , 1982 between the County and the Trustee , in substantially the same form as attached hereto as Exhibit E, is in all respects ap- proved, authorized and confirmed , and the Chairman of the Board of County Commissioners and the County Clerk are authorized and S:s 0 981 R E.::C 01909010 11 /16/82 13 : 06 $0.00 7/009 7 F :7347 MARY ANN FE.UF:RSTEIN CLERK & RECORDER WELD CO, CO directed to execute and deliver the Indenture in substantially the form and with substantially the same content as Exhibit E for and on behalf of the County. Section 7. Authority to Correct Errors , Etc . The Chair- man of the Board of County Commissioners and County Clerk are hereby authorized and directed to make or agree to any altera- tions, changes or additions in the instruments hereby approved as the Chairman of the Board of County Commissioners and the County Attorney deem necessary or proper to accomplish the purposes of this Ordinance; provided, however , that no altera- tion, change or addition shall be made which shall alter , following the establishment thereof in this Ordinance, the maximum net effective interest rate, denomination, date, matur- ities , form, interest rate , registration privileges , manner of execution, place of payment or terms of redemption of the Series 1982 Bonds or which shall increase the aggregate princi- pal amount of Series 1982 Bonds authorized or in any way give rise to a pecuniary liability of the County or a charge against its general credit or taxing powers with respect to the Series 1982 Bonds . Section 8. Severability. If any provision of this Ordi- nance shall be held invalid , the invalidity of such provision shall not affect any of the other provisions of this Ordinance. B 098i REC`, 01909010 11 /16/02 13 : 06 $0.00 9/009 F 2340 MARY ANN FEUER.STEIN CLERK & RECORDER WELD CO, CO Section 9 . Further Authority . The Chairman of the Board of County Commissioners and County Clerk and other proper County officials, and each of them, are hereby authorized to execute and deliver for and on behalf of the County any and all additional certificates, documents and other papers and to perform all other acts they may deem necessary or appropriate in order to implement and carry out the matters herein autho- rized . Section 10 . Declaration of Emergency. The Board of County Commissioners of Weld County, Colorado, pursuant to Section 3-14 (6) of the Weld County Home Rule Charter , does hereby declare, for the reasons given in the body of this Ordinance, this Ordinance to be emergency ordinance under such provisions of the Weld County Home Rule Charter . The above and foregoing Ordinance No. 104 was , on motion duly made'L'and seconded, adopted by the following vote on the 15th day of November , A.D. , 1982. [SEAL] BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO A T: l ACtra By r 1. Ii 24-2.4. -ici e d ounty Cl T7 and )4n T. Martin, Chairman Reco der Chuck Carlson Nbrz an Carlson B 0901 RF::c 01909010 11 /16/02 13 : 06 $07.00 9/009 F :7349 MARY ANN F'EU RSTEIN CLERK & RECORDER WELD CO, CO 9 ,—�. Kirby 7 vc-1-7t-e).7(\ey: le-27"2:WA J nW K . Steinmark APPROVEDA£ p FORM: By Je lJeef (Y„ *-t. County Attorney DATE PRESENTED: NOVEMBER LL, 1982 PUBLISHED: NOVEMBER 18, 1982 in T,a Salle Leader $2,500,000 WELD COUNTY, COLORADO ADJUSTABLE RATE INDUSTRIAL DEVELOPMENT REVENUE BONDS (EISENMAN CHEMICAL CO. PROJECT) SERIES 1982 November 15, 1982 Board of Commissioners Weld County, Colorado Howard, Weil, Labouisse, Friedrichs Incorporated New Orleans, Louisiana Gentlemen: This Inducement Letter is being executed by the undersigned, Newpark Resources, Inc., a Nevada corporation (the parent corporation of Eisenman Chemical Co.) ("Newpark") in accordance with Section 3(b)(2) of the Bond Purchase Agreement of even date herewith (the "Bond Purchase Agreement") between and among the Board of Commissioners, Weld County, Colorado (the "Issuer") and Howard, Weil, Labouisse, Friedrichs Incorporated, as underwriter (the "Underwriter") in order to induce the Issuer and the Underwriter to enter into the Bond Purchase Agreement relating to the purchase by the Underwriter and the sale by the Issuer of $2,500,000 aggregate principal amount of the Issuer's Adjustable Rate Industrial Development Revenue Bonds (Eisenman Chemical Co. Project) Series 1982 (the "Bonds"). The Bonds are to be issued and sold by the Issuer pursuant to and in accordance with the provisions of the County and Municipality Development Revenue Bond Act, article 3, title 29, C.R.S. 1973, as amended (the "Act") and an Indenture of Trust (the "Indenture") dated as of November 1, 1982, by and between the Issuer and First National Bank of Commerce, New Orleans, Louisiana, as trustee (the "Trustee"). The proceeds from the sale of the Bonds are to be used by the Issuer for the purpose of: (I) financing the acquisition, construction, improvement and equipping of commercial offices and technical training center on property located in the City of Greeley, Weld County, Colorado (the "Project"); (2) paying certain fees and expenses of RepublicBank Dallas, National Association in connection with the issuance of the Letter of Credit hereinafter described; and (3) paying the costs of issuance of the Bonds, including the Underwriter's discount. The Issuer will loan the proceeds of the Bonds to Eisenman Chemical Co. (the "Company") (together with any and all additions, improvements or extensions thereto collectively referred to hereinafter as the "Facilities") pursuant to a Loan Agreement dated as of November 1, 1982 (the "Loan Agreement") to pay a portion of the cost of the Project. Pursuant to the Loan Agreement, the Company will be required to make payments in amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds. As security for the Bonds, the Issuer will, pursuant to the Indenture, assign to the Trustee the Issuer's entire interest in the Loan Agreement (including the Company's obligation to make payments pursuant to the Loan Agreement, but excluding the Issuer's rights to indemnification and to payment of expenses). In addition, Newpark will execute a Guaranty Agreement dated as of November 1, 1982 (the "Guaranty Agreement"), to the Trustee guaranteeing the payment of the principal of, premium, if any and interest on the Bonds. As additional security for the Bonds, pursuant to a certain Reimbursement Agreement to be dated the date of the delivery of the Bonds (the "Reimbursement Agreement") among the Company, Newpark and RepublicBank Dallas, National Associ- ation ("RepublicBank"), the Company will cause RepublicBank to issue its Irrevocable Letter of Credit (the "Letter of Credit") expiring November 1, 1989, unless extended by RepublicBank, in favor of the Trustee under which the Trustee is authorized to draw, upon presentation of drafts accompanied by supporting documentation, in accordance with the terms and conditions specified therein, funds in an amount not exceeding $2,843,750 of which (a) an amount not exceeding $2,500,000 may be drawn for payment of (i) the principal of the Bonds (except when held by RepublicBank) when due upon redemption or acceleration, (ii) the portion of the purchase price of Bonds delivered to the Remarketing Agent and not remarketed equal to the principal amount of such Bonds, (iii) the purchase price of any Bonds delivered to the Remarketing Agent for purchase upon the occurrence of an Official Determination, and (b) an amount not exceeding $343, 750 may be drawn for payment of an amount equal to seven (7) months' interest (calculated at the 15% maximum interest rate on the Bonds) on all outstanding Bonds and for payment of the premium due on all of the Bonds in the event of their purchase or redemption. The security for the Bonds will not initially include a mortgage of or lien on the real and tangible personal property included in the Project, however, upon the occurrence of certain events set forth in the Loan Agreement, the Company is required to place a mortgage on the real and personal property included in the Project pursuant to a Mortgage and Security Agreement between the Company and the Trustee dated as of November 1, 1982 (the "Security Agreement"). With full realization and appreciation of the fact that the investment value of the Bonds, and the ability of the Underwriter to resell the Bonds, depend principally upon the credit standing of the Company and Newpark, and in consideration of the foregoing and the execution and delivery of the Bond Purchase Agreement, Newpark hereby represents, warrants and covenants to the Underwriter and the Issuer as follows: (a) The information contained in the Official Statement dated November 15, 1982, relating to the Bonds (the Official Statement, includ- ing the Appendices thereto and any and all supplements and amendments thereto, are collectively referred to herein as the "Official Statement"), does not contain and, at the Closing Time (as defined in the Bond Purchase Agreement) will not contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) Newpark will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Indenture and the Loan Agreement, or which would cause the interest on the Bonds to be subject to Federal income tax under the Internal Revenue Code of 1954, as amended (the "Code") except with respect to a recipient of such interest who is a "substantial user" of the Project or a "related person", within the meaning of Section 103(b)(6)(C) and Section 103(b)(13) of the Code. 2 (c) Except as may be disclosed in the Official Statement, there is no action, suit, proceeding or investigation at law or in equity, or before or by any court, public board or body, pending or, to the best knowledge and information of Newpark, threatened, against or affecting Newpark and, to the best knowledge and information of Newpark, there is no basis for any such action, suit, proceeding or investigation, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contem- plated by the Bond Purchase Agreement or the Official Statement or the validity and enforceability of the Bonds, the Indenture, the Loan Agree- ment, the Security Agreement, the Guaranty Agreement, the Reimburse- ment Agreement or this Inducement Letter. (d) Newpark is a duly incorporated and validly existing corporation under the laws of, and is in good standing in, the State of Nevada. (e) Newpark has taken or will take prior to the Closing Time all necessary action to authorize, execute and deliver the Guaranty Agree- ment, the Reimbursement Agreement, the Official Statement and this Inducement Letter, all of which, when executed and delivered by Newpark, will be legal, valid and binding obligations of Newpark enforceable in accordance with their respective terms. (f) The execution and delivery of this Inducement Letter, and the performance by Newpark of its obligations under the Guaranty Agreement, the Reimbursement Agreement and this Inducement Letter, do not and will not violate the Articles of Incorporation of Newpark or any court order by which Newpark is bound, and such actions do not and will not constitute a default under any material agreement, indenture, mortgage, loan agree- ment, note or other obligation or instrument to which Newpark is a party, and no approval or other action by any governmental authority or agency (with the exception of action which may be required under the Blue Sky laws and regulations of the various states) is required in connection therewith which has not been previously obtained or accomplished. (g) Newpark agrees that if during such time as the Official Statement is used in connection with the offering and sale of the Bonds any event known to Newpark relating to or affecting Newpark shall occur which might materially affect the correctness or completeness of any statement of a material fact contained in the Official Statement, Newpark will promptly notify the Underwriter and the Issuer in writing of the circumstances and details of such event. (h) Newpark agrees to indemnify and hold harmless the Under- writer, any officer or employee of the Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended, and each and all and any of them, from and against any and all losses, claims, damages or liabilities, except for any liabilities arising as a result of information supplied by the Underwriter and contained in the Official Statement, and (except as otherwise provided in paragraph (j) below) to reimburse the Underwriter or the Issuer, any officer or employee of the Underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them in defending -3- any action, to the extent that such losses, claims, damages, liabilities or actions were caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Official Statement or any amendment or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. (i) Newpark agrees to indemnify and hold harmless the Issuer (except as to information supplied by the Issuer and contained in the Official Statement) and any member, officer or employee thereof from and against any and all losses, claims, damages or liabilities, if any, and (except as otherwise provided in paragraph (j) below) to reimburse the Issuer and any member, officer or employee thereof for any legal or other expenses reasonably incurred in defending any such action arising out of the issuance of the Bonds. (j) In case any action shall be brought against the Underwriter, any officer or employee of the Underwriter or any person controlling the Underwriter or the Issuer or any member, officer or employee thereof (the "Indemnified Parties") in respect of which Newpark is required to indemni- fy the Indemnified Parties pursuant to the provisions of paragraph (h) or (i) above, the Indemnified Parties shall promptly notify Newpark in writing and Newpark shall assume the defense thereof, including the employment of counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Parties unless the employment of such counsel has been specifically authorized by Newpark. Newpark shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of Newpark, or if there be a final judgment for the plaintiff in any such action and subject to the limitations set forth in subparagraphs (h) and (i) hereinabove, Newpark agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement or judgment. No person other than the Issuer, the Underwriter, the Indemnified Parties and their respective successors and assigns shall have any rights under or by virtue of this Inducement Letter. The terms "successors" and "assigns" shall not include any purchaser of Bonds from the Underwriter merely because of such purchase. The representations, warranties, covenants and indemnities contained in this Inducement Letter shall survive any termination of the Bond Purchase Agreement or the closing under the Bond Purchase Agreement and the resale by the Underwriter of the Bonds and any investigation made by or on behalf of the Issuer or the Underwriter or any matters described in or related to the transactions contemplated by this Inducement Letter, the Bond Purchase Agreement, the Official Statement, the Indenture, the Loan Agreement, the Security Agreement, the Guaranty Agreement or the Reimbursement Agreement. This Inducement Letter shall be governed by, and construed in accordance with, the laws of the State of Colorado. -4- This Inducement Letter may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same agreement. Very truly yours, NEWPARK RESOURCES, INC. • BY: ��? _ '„ AGREED TO AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE: BOARD OF COMMISSIONERS WELD COUNTY, COLORADO BY: his- r /.12ir-2/irr iairman HOWARD, WEIL, LABOUISSE, FRIEDRICHS Incorporated By: Atiel-f.) /l -5- BOND PURCHASE AGREEMENT $2,500,000 WELD COUNTY, COLORADO ADJUSTABLE RATE INDUSTRIAL DEVELOPMENT REVENUE BONDS (EISENMAN CHEMICAL CO. PROJECT) SERIES 1982 Board of County Commissioners November 15, 1982 Weld County, Colorado Greeley, Colorado Gentlemen: On the basis of the representations, warranties and covenants contained in the Inducement Letter (hereinafter defined) and in this Bond Purchase Agreement and upon the terms and conditions contained in this Bond Purchase Agreement, the undersigned, Howard, Weil, Labouisse, Friedrichs Incorporated (the "Underwriters"), hereby offers to purchase from you $2,500,000 aggregate principal amount of your Weld County, Colorado Adjustable Rate Industrial Development Revenue Bonds (Eisenman Chemical Co. Project) Series 1982 (the "Bonds"), to be issued under and pursuant to an Indenture of Trust dated as of November 1, 1982 (the "Indenture") between you and First National Bank of Commerce of New Orleans, New Orleans, Louisiana, as trustee (the "Trustee"). The Bonds are to be issued by the Issuer pursuant to the County and Municipality Development Revenue Bond Act, article 3, title 29, C.R.S. 1973, as amended (the "Act"), by written Ordinance of the Board of County Commissioners of the Issuer, for the purpose of: (1) financing the acquisition, construction, improvement and equipping of an industrial development facility within the boundaries of the Issuer; (2) paying certain fees to RepublicBank Dallas, National Association in connection with the issuance of the Letter of Credit hereinafter described; and (3) paying the costs of issuance of the Bonds, including the Underwriter's discount. The Issuer will loan proceeds of the Bonds to Eisenman Chemical Co., a Colorado corporation (the "Company") pursuant to a Loan Agreement dated as of November 1, 1982 (the "Loan Agreement") to pay a portion of the cost of the acquisition, construction, improvement and equipping of commercial offices and technical training center on property located in the City of Greeley, Weld County, Colorado (the "Project"). Pursuant to the Loan Agreement, the Company will be required to make payments in amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds. As security for the Bonds, the Issuer will, pursuant to the Bond Indenture, assign to the Trustee the Issuer's entire interest in the Loan Agreement (including the Company's obligation to make payments pursuant to the Loan Agreement but excluding the Issuer's rights to indemnification and to payment of expenses). In addition, Newpark Resouces, Inc., a Nevada corporation and the parent corporation of Eisenman Chemical Co., will execute a Guaranty Agreement dated as of November 1, 1982 (the "Guaranty Agreement"), to the Trustee guaranteeing the payment of the principal of, premium, if any, and interest on the Bonds. ✓ �/ As additional security for the Bonds, pursuant to a certain Reimbursement Agreement to be dated as of November 1, 1982 (the "Reimbursement Agreement") among the Company, Newpark and RepublicBank Dallas, National Association ("RepublicBank"), the Company will cause RepublicBank to issue its Irrevocable Letter of Credit (the "Letter of Credit") expiring November 1, 1989, unless extended by RepublicBank, in favor of the Trustee under which the Trustee is authorized to draw, upon presentation of drafts accompanied by supporting documentation, in accordance with the terms and conditions specified therein, funds in an amount not exceeding $2,843,750 of which (a) an amount not exceeding $2,500,000 may be drawn for payment of (i) the principal of the Bonds (except any Bonds held by RepublicBank) when due upon redemption or acceleration, (ii) the portion of the purchase price of Bonds delivered to the Remarketing Agent and not remarketed equal to the principal amount of such Bonds, and (Hi) the purchase price of any Bonds delivered to the Remarketing Agent for purchase upon the occurrence of an Official Determination and (b) an amount not exceeding $343,750 may be drawn for payment of an amount equal to seven (7) months' interest (calculated at the 15% maximum interest rate on the Bonds) on all outstanding Bonds and for payment of the premium due on all of the Bonds in the event of their purchase or redemption. The security for the Bonds will not initially include a mortgage of or lien on the real and tangible personal property included in the Project, however, upon the occurrence of certain events set forth in the Loan Agreement, the Company is required to place a mortgage on the real and personal property included in the Project pursuant to a Mortgage and Security Agreement between the Company and the Trustee dated as of November 1, 1982 (the "Security Agreement"). SECTION 1. YOUR REPRESENTATIONS, WARRANTIES AND AGREEMENTS. By your acceptance hereof you hereby represent and warrant to, and agree with, the Underwriter that: (a) You are the duly authorized Board of County Commissions of Weld County, Colorado. You are authorized by the provisions of the Act, to issue the Bonds, to finance the Project, as defined in the Loan Agreement and to pledge the payments to be received pursuant to the Agreement as security for the payment of the principal of and premium, if any, and interest on the Bonds. (b) You have complied with all provisions of the Constitution and laws of the State of Colorado (the "State"), including the Act, and have full power and authority to consummate all transactions contemplated by this Bond Purchase Agreement, the Bonds, the Indenture, the Agreement and any and all other agreements relating thereto. (c) The information contained in the Official Statement relating to the Issuer dated November 15, 1982, and in any amendment or supplement that may be authorized for use by you with respect to the Bonds (hereinafter referred to as the "Official Statement") is, and, as of the Closing Time (hereinafter defined), will be true and does not contain and will not contain any untrue statement of a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. -2- (d) You have duly authorized all necessary action to be taken by you for: (1) the issuance and sale of the Bonds upon the terms set forth in the Indenture herein and in the Official Statement; (2) the execution and delivery of the Indenture providing for the issuance of and security for the Bonds (including the pledge by you of the payments to be received pursuant to the Loan Agreement sufficient to pay the principal of and premium, if any, and interest on the Bonds) and appointing the Trustee as trustee, paying agent and bond registrar under the Indenture; (3) the approval of the Official Statement and the execution of the Official Statement by your Chairman; (4) the financing of the Project; (5) the execution, delivery, receipt and due performance of this Bond Purchase Agreement, the Bonds, the Indenture, the Loan Agreement, the Security Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by you in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement; and (6) the carrying out, giving effect to and consum- mation of the transactions contemplated hereby and by the Official Statement. Executed counterparts of the Indenture, the Loan Agreement, the Security Agreement and signed copies of the Official Statement will be delivered to the Underwriter by you at the Closing Time. (e) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to your knowledge, threatened against or affecting you (or to your knowledge any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Official Statement or the validity of the Bonds, the Indenture, the Loan Agreement, the Security Agreement, this Bond Purchase Agreement or any agreement or instrument to which you are a party and which is used or contemplated for use in the consummation of the transactions contemplat- ed hereby or by the Official Statement. (f) The execution and delivery of the Official Statement, this Bond Purchase Agreement, the Bonds, the Indenture, the Loan Agreement, the Security Agreement and the other agreements contemplated hereby and by the Official Statement, and compliance with the provisions thereof, will not conflict with or constitute on your part a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which you are subject or by which you are or may be bound. (g) You have not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that you are a bond issuer whose arbitrage certifications may not be relied upon. (h) Any certificate signed by any of your authorized officers and delivered to the Underwriter shall be deemed a representation and warranty by you to the Underwriter as to the statements made therein. SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BONDS. On the basis of the representations, warranties and covenants contained herein, in the letter dated of even date herewith from the Company and Newpark -3- Resources, Inc., a Nevada corporation (the "Guarantor") to the Underwriter and you (the "Inducement Letter") and in the other agreements referred to herein, and subject to the terms and conditions herein set forth, at the Closing Time (hereinafter defined) the Underwriter agrees to purchase from you and you agree to sell to the Underwriter the Bonds at 97.50% of the principal amount thereof, plus accrued interest from the date of the Bonds to the date of payment and delivery thereof. The Bonds shall be issued under and secured as provided in the Indenture, and the Bonds shall have the maturities and interest rates and be subject to redemption as set forth in the Indenture and the Official Statement. Payment for the Bonds shall be made by certified or official bank check or draft in immediately available federal funds payable to the order of the Trustee for your account, at the offices of Kutak Rock & Huie in Denver, Colorado, at 10:00 A.M., Central Time, on November 23, 1982, or such other place, time or date as shall be mutually agreed upon by you and the Underwriter. The date of such delivery and payment is herein called the "Closing Date," and the hour and date of such delivery and payment is herein called the "Closing Time." The delivery of the Bonds shall be made in definitive form (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond) as fully registered bonds (in such denominations as the Underwriter shall specify in writing at least forty-eight (48) hours prior to the Closing Time). The Bonds shall be available for examination and packaging by the Underwriter at least twenty- four (24) hours prior to the Closing Time. SECTION 3. CONDITIONS TO THE UNDERWRITER'S OBLIGATIONS. The several obligations of the Underwriter hereunder shall be subject to the due performance by the Issuer of its obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy of and compliance with, the representations and warranties of the Issuer contained herein, as of the date hereof and as of the Closing Time, and are also subject to the following conditions: (a) The Bonds, the Official Statement, the Bond Indenture, the Loan Agreement, the Security Agreement, the Guaranty Agreement, the Reimbursement Agreement and the Letter of Credit shall have been duly authorized, executed and delivered in the form heretofore approved by the Issuer and the Underwriter, the Company, Newpark and RepublicBank with such modifications as shall be mutually agreed upon. (b) At the Closing Time, the Underwriter shall receive: (1) The opinions, dated as of the Closing Date, of: (a) Messrs. Ervin, Cohen & Jessup, General Counsel for the Company and Newpark, in substantially the form attached hereto as Exhibit A-1; (b) Kutak Rock & Huie, Bond Counsel, in substantially the forms attached hereto as Exhibits B-1 and B-2; (c) Thomas O. David, Esq., Special Counsel to the Issuer, in substantially the form attached hereto as Exhibit C; (d) Hicks Selvidge & McConnell, Counsel to the Underwriter; and (e) Gardere & Wynne, Counsel to RepublicBank, in substantially the form attached hereto as Exhibit D, in each case with such changes as the Underwriter and its Counsel, Hicks Selvidge & McConnell, may approve; -4- (2) Evidence, satisfactory to the Underwriter, that the letters dated the same date as this Bond Purchase Agreement from the Company to the Underwriter and the Issuer and from Newpark to the Underwriter and the Issuer (collectively referred to herein as the "Inducement Letters"), in form and substance submitted to and approved by the Company, Newpark, the Underwriter and the Issuer, have been duly authorized, executed and delivered and have not been amended, modified or rescinded and are in full force and effect as of the Closing Time; (3) A certificate, in form and substance satisfactory to the Underwriter and its Counsel, of the members of the Issuer or any duly authorized officers of the Issuer satisfactory to the Underwriter and its Counsel, dated as of the Closing Date, to the effect that: (i) the Issuer has performed all of its obligations to be performed at or prior to the Closing Time and each of the Issuer's representations and warranties contained herein is true and correct as of the Closing Time; (ii) the Issuer has authorized, by all necessary action, the execution, delivery and due performance of the Bonds, the Bond Indenture, the Loan Agreement and the Security Agreement; (iii) no litigation is pending, or to their knowledge threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds, the Bond Indenture, the Loan Agreement, the Security Agreement, this Bond Purchase Agree- ment or the existence or powers of the Issuer to consummate the transactions contemplated by the Bonds, the Bond Indenture, the Loan Agreement and the Security Agreement; and (iv) the Bonds, the Bond Indenture and the Loan Agreement, as executed by the Issuer, are in the form or in substantially the form approved for such execution by appropriate proceedings of the Issuer; (4) A certificate, satisfactory in form and substance to the Underwriter and its Counsel, of the President or any Vice President, and the Secretary or any Assistant Secretary of the Company, or any duly authorized officer of the Company, dated as of the Closing Date, to the effect that: (i) the Company has performed all of its obligations to be performed at or prior to the Closing Time and each of the Company's representations and warranties contained in the Loan Agreement, the Security Agreement, the Reimbursement Agreement and the Inducement Letter of the Company is true and correct as of the Closing Time; (ii) there are not pending or, to their knowledge, threatened, legal proceedings material as to the Company to which the Company is a party, or of which property of the Company is the subject, or which will adversely affect the transac- tions contemplated hereby or by the Official Statement or which will adversely affect the validity or enforcement of the Bonds, the Bond Indenture, the Loan Agreement, the Security Agreement, the Reim- bursement Agreement, the Inducement Letter of the Company or this Bond Purchase Agreement, which are not disclosed in the Official Statement; (Hi) the information contained in the Official Statement relating to the Company is true and correct in all material respects and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the -5- statements made therein, in light of the circumstances under which they were made, not misleading; and (iv) the Company has approved the Official Statement and has duly authorized, by all necessary action, the signing of the Official Statement and the execution, delivery and due performance of the Loan Agreement, the Security Agreement, the Reimbursement Agreement, the Inducement Letter of the Company, and all other documents necessary in connection therewith as may be applicable; (5) A certificate, satisfactory in form and substance to the Underwriter and its Counsel, of the President or any Vice-President, and the Secretary or any Assistant Secretary of Newpark, or any duly authorized officer of Newpark, dated as of the Closing Date, to the effect that: (i) Newpark has performed all of its obligations to be performed at or prior to the Closing Time, and each of Newpark's representations and warranties contained in the Guaranty Agreement and the Inducement Letter of Newpark is true and correct as of the Closing Time; (ii) there are not pending or, to their knowledge, threatened, legal proceedings material as to Newpark to which Newpark is a party, or of which property of Newpark is the subject, or which will adversely affect the validity or enforcement of the Guaranty Agreement, the Inducement Letter of Newpark or this Bond Purchase Agreement, which are not disclosed in the Official State- ment; (iii) the information contained in the Official Statement relating to Newpark is true and correct in all material respects and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iv) Newpark has approved the Official Statement and has duly authorized, by all necessary action, the signing of the Official Statement and the execution, delivery and due performance of the Guaranty Agreement, the Reimbursement Agreement, the Inducement Letter of Newpark, and all other docu- ments necessary in connection therewith as may be applicable; (6) A certificate, satisfactory in form and substance to the Underwriter and its Counsel, of an authorized officer of RepublicBank, dated as of the Closing Date, to the effect that: (i) RepublicBank is, and was at all relevant times, a banking corporation, duly incorporated in the State of Delaware and validly existing and in good standing under the laws of the State of Texas and has and had all requisite corporate and other legal power and authority to execute, deliver and perform its obligations under the Letter of Credit; and (ii) the Letter of Credit has been duly and validly executed and delivered by RepublicBank and constitutes the legal, valid and binding obligation of RepublicBank enforceable against RepublicBank in accordance with its terms, except as limited by applicable reorganization, insolvency, liquidation, readjustment of debt or other laws affecting the enforcement of the rights of creditors of RepublicBank and by general principles of equity; (7) Such additional certificates and other documents as the Underwriter may reasonably request to evidence performance of or -6- compliance with the provisions of this Bond Purchase Agreement and the transactions contemplated hereby and by the Official Statement all such certificates and other documents to be satisfactory in form and substance to the Underwriter and its Counsel. SECTION 4. THE UNDERWRITER'S RIGHT TO CANCEL. The Underwriter shall have the right to cancel its obligations to purchase the Bonds hereunder by notifying the Issuer and the Company in writing or by telegram of its election so to do between the date hereof and the Closing Time, if at any time hereafter and prior to the Closing Time: (a) A tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be enacted by, the House of Representatives or the Senate, or be recommend- ed to the Congress of the United States for passage by the President of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered or a ruling, regulation or order of the Treasury Depart- ment of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing Federal income taxation, or any other event shall have occurred which results in the imposition of Federal income taxation, upon revenues or other income of the general character to be derived by the Issuer (or by any similar body), or upon interest received on obligations of the general character of the Bonds, or the Bonds, which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds. (b) The President of the United States, the Office of Management and Budget, or any other governmental body, department or agency of the United States shall take or propose to take any action or implement or propose regulations, rules, or legislation which, in the reasonable opinion of the Underwriter, materially adversely affect or cause the market price of the Bonds or cause the Official Statement to be misleading in any material respect; (c) Any executive order shall be announced, or any legislation, ordinance, rule or regulation shall be proposed by or introduced in, or be enacted by any governmental body, department or agency of the United States or in the State of Colorado, or a decision by any court of competent jurisdiction within the United States or within the State of Colorado shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; (d) Legislation shall be introduced, by amendment or otherwise, in, or be enacted by the House of Representataives or the Senate of the Congress of the United States, or a decision by the court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the issuance, offering or sale of -7- obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the issuance, offering or sale of obligations of the general character of the Bonds, or the Bonds, as contemplated hereby or by the Official Statement; (e) Any event shall have occurred, or information become known, which, in the reasonable opinion of the Underwriter, makes untrue or misleading in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue or misleading statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, the Company and Newpark shall be granted a reasonable amount of time in which to cure any such untrue or misleading statement or information; (f) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (g) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds, or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (h) A general banking moratorium shall have been established by Federal, New York, Texas or Colorado authorities; (i) A default has occurred with respect to the obligations of, or proceedings have been instituted under the Federal bankruptcy laws or any similar state laws by or against, any state of the United States or any city located in the United States having a population in excess of one million persons or any entity issuing obligations on behalf of such a city or state; (j) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred, which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; (k) Any Federal or other state court, authority, or regulatory body shall take action materially adversely affecting or questioning the ability of RepublicBank to perform its obligations under the Letter of Credit or the Reimbursement Agreement; or -8- (1) The Letter of Credit or the Reimbursement Agreement shall have been repudiated by RepublicBank, or any litigation or proceeding shall be pending or threatened questioning the validity or enforceability of such documents or seeking to enjoin the performance thereof, or the Issuer shall have received notice from RepublicBank that it will be unable to perform its obligations thereunder. SECTION 5. CONDITIONS OF OBLIGATIONS OF THE ISSUER. The obligations of the Issuer hereunder are subject to the Underwriter's performance of its several obligations hereunder. SECTION 6. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. All representations and agreements of the Issuer shall remain operative and in full force and effect, regardless of any investigations made by or on the Underwriter's behalf, and shall survive delivery of the Bonds to the Underwriter. SECTION 7. PAYMENT OF EXPENSES. All expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Bonds (including, without limitation, the fees and disburse- ments of Kutak Rock & lithe, Bond Counsel, the fees and disbursements of Thomas O. David, Esq., Special Counsel to the Issuer, the fees and disbursements of Ervin, Cohen & Jessup, as General Counsel to the Company and Newpark, the fees and expenses of Gardere & Wynne, as Counsel to RepublicBank, Trustee's fees, recording, title insurance, the cost of obtaining a rating for the Bonds, the cost of transportation and lodging for officials of the Issuer, the Company and Newpark in connection with attending meetings and the Closing, the cost of preparation and publication of any advertisements prior to the public offering of the Bonds, and the fees, expenses and costs for the preparation, printing, photocopying, execution and delivery of the Bonds, the Official Statement, the Loan Agreement, the Bond Indenture, the Guaranty Agreement, the Inducement Letters, the Reimbursement Agreement, the Letter of Credit, this Bond Purchase Agreement and all other agreements and documents contemplated hereby) shall be paid by the Issuer out of the proceeds of the Bonds, or, if the Bonds are not delivered by the Issuer to the Underwriter, shall be paid by the Company and Newpark. SECTION 8. USE OF OFFICIAL STATEMENT. The Issuer hereby confirms the Underwriter's authority to use each Official Statement, and the Issuer hereby authorizes the use of the final Official Statement by the Underwriter in connection with the sale of the Bonds. SECTION 9. RATING OF THE BONDS. The Company and Newpark by their acceptance of this Bond Purchase Agreement acknowledge that a rating on the Bonds has been applied for with Standard & Poor's Corporation and the Company and Newpark acknowledge that they have been advised that a rating will not be issued prior to the Closing Time. The Company and Newpark by their acceptance of this Bond Purchase Agreement agree to use their best -9- efforts to assist the Underwriter in connection with the issuance of a rating by Standard & Poor's Corporation. SECTION 10. NOTICE. Any notice or other communication to be given to the Issuer under this Bond Purchase Agreement may be given by mailing or delivering the same in writing to the Board of County Commissioners, Weld County, Colorado, 91.5 10th Street, Greeley, Colorado, 80631; any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Howard, Weil, Labouisse, Friedrichs Incorporated, 211 Carondelet Street, New Orleans, Louisiana, 70130; any notice or other communication to be given to the Company under this Bond Purchase Agreement may be given by delivering the same in writing to Eisenman Chemical Co., c/o Newpark Resources, Inc., 2900 Ridgelake Drive, Metairie, Louisiana 70002, Attention: L. G. Landwehr; any notice or other communication to be given to Newpark under this Bond Purchase Agreement may be given by delivering the same in writing to Newpark Resources, Inc., 2900 Ridgelake Drive, Metairie, Louisiana 70002. SECTION 11. APPLICABLE LAW; NONASSIGNABILITY. This Bond Purchase Agreement shall be governed by the laws of the State of Colorado. This Bond Purchase Agreement shall not be assigned by the Issuer or the Underwriter. This Bond Purchase Agreement may not be amended without the written consent of the Company delivered to the Underwriter and you. Very truly yours, HOWARD, WEIL, LABOUISSE, FRIEDRICHS Incorporated By: /��wjnlit Accepted as of the date first above written. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO By r_ j//e. -10- EISENMAN CHEMICAL CO. BY: NEWPARK RESOURCES, INC. BY: -11- 1;1i. � p 1 3, x `a'i d - 'Ij",law atitt c 'a. to • }�--- ',: •� hil I _tail, I gal ." IP + f t- t a` ,sF„. '"�` ,O� w ;x! ym. "�r.p i ♦ � � . � „;�a�.sti +., Y . . GREELEY CIVIC CENTER GREELEY, COLORADO 6O3. ,HONE 13O3, 353 ,-2 Ina COUNT? tops April 7 , 1982 __, t� ,s.sY Thi rir\Mr. Don Warden i98z ' Director of Finance and Administration �'i County of Weld ��- coca. P .O. Box 758 Greeley, CO 80632 Dear Don, This letter is to inform you that the Greeley City Council favorably recommends the issuance of $2 . 5 million in industrial development revenue bonds for Eisenman Chemical Company. The City Council formally acted on this matter at their regular meeting of April 6 , 1982 . The City Council found the project to be in conformity with City zoning regulations and that all needed utilities and City services , including police and fire protection, are available at the site. The City Council found no objection to the project and respectfully recommends the bonds be issued. Sincerely, CITY OF GREELEY, COLORADO 7 nni ri Peter A. Morrell City Manager PAM:dp "A COMMUNITY OF PROGRESS" KUTAK ROCK & HUIE ATLANTA EUGENE A.REIDY A PARTNERSHIP JOHN R.MORAN,JR.,P.C. (200 STANDARD FEDERAL INCLUDING PROFESSIONAL CORPORATIONS EUGENE L.HOHENSEE SAVINGS BUILDING ORGIA KENNETH J.STUART 2400 ARCO TOWER 707 17TH STREET ATLA (404)522-BJOO 30303 DIRK W.deROOS• JAMES D.ARUNDEL DENVER,COLORADO 80202 LOS ANGELES WILLIAM C.GORHAM ROBERT J.AHRENHOLZ SUITE 1400 ROBERT D.IRVIN C303)534-1330 600 WILSHIRE BOULEVARD GREGORY V.JOHNSON LOS ANGELES,CALIFORNIA 90017 (213)621-8330 FREDERICK T.BERHENKE KEVIN A.CUDNEY• OMAHA RANDALL W.PERKINS p CHARLES L.BORGMAN• March 29, 1982 THE OMAHA BUILDING STEPHEN C.PARKER 1650 FARNAM STREET WARREN J.LUDLOW OMAHA,NEBRASKA 68102 DAVID A.CAPRERA (402)346-6000 THANE R.HODSON WASHINGTON SYDNEY BARTON CYNTHIA S.DAWALD II01 CONNECTICUT AVENUE,N.W. JEANNE F.COLLOPY WASHINGTON.D.C.20036 ANDREW J.PETRIE (202)828 2400 GARY A.ROFFE .NOT ADMITTED IN COLORADO Thomas O. David, Esq. Weld County Attorney 915 10th Street Post Office Box 1948 Greeley, Colorado 80634 Re : IDB Financing - Eisenman Chemical Company Project Dear Mr. David: Enclosed please find ten unexecuted copies and one red- lined copy of the amended Intent Resolution that was adopted by the Weld County Board of County Commissioners on March 29 , 1982 regarding the proposed issuance of its industrial develop- ment revenue bonds to provide financing for the Eisenman Chemical Co. Project. Please keep an executed copy for your records and return nine executed copies to us . Please contact either Bill Gorham or myself if we can be of any further assistance. Sincerely, C 2 StJt-1 Julie J. Sitoski kg Enclosures Hello