The Advocate, NOTICE - - - LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY On the motion of Dellafosse and seconded by Austin, the following resolution was adopted: RESOLUTION A RESOLUTION AUTHORIZING THE AUTHORITY TO PROCEED WITH THE DEVELOPMENT OF A PROJECT ON BEHALF OF NFR BIOENERGY CT, LLC INVOLVING THE ISSUANCE OF NOT TO EXCEED $60,000,000 LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY REVENUE BONDS (NFR BIOENERGY CT, LLC PROJECT), TAXABLE OR TAX EXEMPT, IN ONE OR MORE SERIES; AUTHORIZING THE PUBLICATION OF THE NOTICE OF PUBLIC HEARING; MAKING APPLICATION TO THE LOUISIANA STATE BOND COMMISSION, EMPLOYING BOND COUNSEL; AND OTHERWISE PROVIDING WITH RESPECT THERETO. WHEREAS, the Louisiana Local Government Environmental Facilities and Community Development Authority (the Authority) is a political subdivision of the State of Louisiana established for public purposes under and pursuant to the provisions of Chapter 10-D of Title 33 of the Louisiana Revised Statutes of 1950, as amended (the Act), and other constitutional and statutory authority; WHEREAS, the Act empowers the Authority to issue bonds to provide funds for and to fulfill and achieve its authorized functions or corporate purposes as set forth in the Act and the empowers the Authority to issue bonds to finance industrial and manufacturing facilities; WHEREAS, the Authority has been asked to proceed and desires to proceed with the development of a project on behalf of NFR BioEnergy CT, LLC, a Louisiana limited liability company, or an affiliated company (the Company), involving the issuance of solid waste disposal facility revenue bonds in one or more series, taxable or tax exempt, or both, in an aggregate amount not to exceed Sixty Million Dollars ($60,000,000) to be described as Louisiana Local Government Environmental Facilities and Community Development Authority Revenue Bonds (NFR BioEnergy CT, LLC Project) (collectively, the Bonds), to provide financing for the development and construction by the Company of a biorefinery plant (the Facilities), such Facilities to be co-located with the Cora Texas Sugar Mill in White Castle, Louisiana in Iberville Parish, which Facilities will convert sugarcane and other agricultural waste into biocarbon products, including but not limited to energy pellets, for use as fuel (the Project); WHEREAS, the Authority desires to authorize the filing of an application with the Louisiana State Bond Commission (the Commission) requesting that the Commission grant approval to the issuance of the Bonds in accordance with the Act; WHEREAS, the Authority desires to authorize the filing of an application for a portion of the States volume cap allocation with the Commission and such other applications as may be required with respect to the Bonds or the Project; WHEREAS, in connection with the issuance of the Bonds, the Authority has recognized, found and determined that a real necessity exists for the employment of Bond Counsel; WHEREAS, it is necessary for the Executive Committee of the Authority (the Executive Committee) to adopt a resolution approving the issuance of the Bonds for the purpose of financing the Project stating that the Authority reasonably expects to reimburse expenditures of the Company incurred prior to the issuance of the Bonds for the Project from proceeds of the Bonds and that this Resolution is a declaration of official intent under Section 1.150-2 of the United States Treasury Regulations; and WHEREAS, it is the desire of the Authority to finance the Project through the issuance of the Bonds in one or more series, in an amount not to exceed $60,000,000. NOW THEREFORE, BE IT RESOLVED by the Executive Committee of the Board of Directors of Louisiana Local Government Environmental Facilities and Community Development Authority, acting as the governing authority thereof, that: SECTION 1. Pursuant to the authority of the Act, the financing of the Project as described and defined in the preamble hereto is hereby approved and the Executive Committee of the Authority does hereby authorize the undertaking and development of the Project on behalf of the Company through the issuance of the Authoritys Revenue Bonds (NFR BioEnergy CT, LLC Project) taxable or tax exempt, or both, in one or more series, in an amount not to exceed $60,000,000 (the Bonds) for the purpose of (i) financing the Project, (ii) paying capitalized interest on the Bonds, if necessary, (iii) funding a debt service reserve fund, if necessary, and (iv) paying the costs of issuance of the Bonds, said Bonds to be secured by payments under a loan agreement (the Loan Payments) by and between the Authority and the Company (the Loan Agreement). The obligation of the Company to make Loan Payments shall be a general obligation of the Company, payable from revenues of the Project, which Loan Payments will be assigned and pledged by the Authority for payment of principal of and interest on the Bonds. The Bonds shall mature not later than thirty-three (33) years from their date of issuance, and shall bear interest at a fixed or floating rate not to exceed nine percent (9.0%) per annum. SECTION 2.This Resolution shall constitute the adoption of an official intent of the Issuer to issue the Bonds in accordance with the United States Treasury Regulations, Section 1.150-2(e). The amount of the proceeds of the Bonds expected to be used to reimburse the Company for expenditures relating to the Project is not expected to exceed $10,000,000. Reimbursement of expenditures of the Company from proceeds of the Bonds, if any, will be for reimbursement of expenditures for the Project from the Companys general fund or project fund. SECTION 3.The Authority does hereby authorize the filing of an application with the Louisiana State Bond Commission (the Commission) requesting approval of the issuance of the Bonds and the filing of a volume cap allocation request with the Commission and such other applications as may be necessary with respect to the Project and the Bonds. SECTION 4. By virtue of applicant/issuers application for, acceptance and utilization of the benefits of the Louisiana State Bond Commissions approval(s) resolved and set forth herein, it resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc., adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby. SECTION 5. The Authority hereby approves and authorizes the publication of one or more notices of public hearing and does hereby further authorize and approve the conduct of public hearings in accordance with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. SECTION 6. It is recognized, found and determined that a real necessity exists for the employment of Bond Counsel in connection with the issuance of the Bonds and accordingly, Jones Walker LLP, Baton Rouge, Louisiana, is hereby employed as Bond Counsel to the Authority to do and to perform comprehensive, legal and coordinate professional work with respect to the issuance and sale of the Bonds. Bond Counsel shall: (i) prepare and submit to the Authority for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of the Bonds; (ii) counsel and advise the Authority with respect to the issuance and sale of the Bonds; and (iii) furnish their opinion covering the legality of the issuance of thereof. The fee to be paid Bond Counsel - PUBLIC NOTICES/BONDS
↧