WEST VIRGINIA ECONOMIC DEVELOPMENT AUTHORITY

RESOLUTION AUTHORIZING THE ISSUANCE OF
BONDS BY THE WEST VIRGINIA ECONOMIC
DEVELOPMENT AUTHORITY TO BE EXCHANGED FOR
CERTAIN COMMERCIAL FACILITIES AND
EQUIPMENT OWNED BY ROXUL USA INC. 
ROCKWOOL

WHEREAS, the West Virginia Economic Development Authority is a
public corporation and government instrumentality of the State of West Virginia (the ?State?)

WHEREAS, Roxul USA Inc. d/b/a ROCKWOOL, a Delaware corporation (the
?Corporation?), has acquired a parcel of real property comprising approximately I30 acres (the
?Project Site?) which is a part of the approximately 400-acre tract of real property located in
Jefferson County, West Virginia, that is commonly known as Jefferson Orchards, is constructing
a manufacturing facility thereon (the ?Facility?), and will install certain manufacturing
equipment and machinery and other personal property at the Facility (the ?Equipment? and
collectively with the Project Site and the Facility, the ?Project Property?), which will result in the
Corporation creating a minimum of 120 full?time equivalent jobs in connection with the
operation of the Facility and which Will provide for ?nite potential employment Opportunities

WHEREAS, the Corporation has requested that WVEDA enter into certain arrangements
by which, among other things, the Corporation will convey to WVEDA its interest in
the Project Property and WVEDA will lease the Project Property to the Corporation; and

Development Authon'ty Lease Revenue Bonds (ROCKWOOL Project) (the to be

issued pursuant to a Bond lndenture and Security Agreement (the ??lndenture?), between

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF WVEDA AS
FOLLOWS:

1. Public Pumose. WVEDA hereby ?nds and determines that the acquisition of the
Project Property to the Corporation promotes economic development and other public purposes
of WVEDA pursuant to the Act.

2. C00 oration in Bond Issuance. WVEDA will cooperate with the Corporation,
and such parties as the Corporation may select for the purpose of assisting or participating in the
issuance and exchange of the Bonds on mutually agreeable terms, and WVEDA will adopt such
resolutions and proceedings and authorize the execution and delivery of such instruments and the
taking of such further actions as may be necessary or advisable to the authorization, issuance and
exchange of the Bonds with the Corporation or its designee for the Project Property, all as shall

be authorized by law and mutually satisfactory to WVEDA and the Corporation.

3. Desi ation of Trustee. WVEDA will designate one or more banks located either
within or without the State of West Virginia at the direction of the Corporation to serve as trustee
and will enter into the lndenture with such trustee.

4. The Lease. The Project Property shall be leased to the Corporation by WVEDA
pursuant to the Lease for a term not to exceed the term of the Bonds and for lease payments
equal to the debt service payments on the Bonds, and othenvise on such additional terms,
conditions, agreements and provisions as the Chairman, Executive Director, including any acting
or interim Executive Director, and legal counsel for WVEDA determine are reasonably

and the lndenture. The exact principal amount of the Bonds not to exceed $150,000,000 shall be
approved by the Chairman, such approval to be evidenced by the execution by the Chairman of a
Certi?cate of Determinations setting forth such principal amount. The Bonds shall contain a
recital that they are issued pursuant to the Act, which recital shall be conclusive evidence of their
validity and of the regularity of their issuance. WVEDA shall require the Corporation to

to complete this transaction, except the Bonds, are hereinafter collectively referred to as the
?Bond Documents.? The Chairman, Secretary and Executive Director, including any acting or

deliver the Bond Documents prior to or Simultaneously with the issuance of the Bonds for and on
behalf of WVEDA, in the form and upon those terms and conditions as approved by the

provisions and other terms of the Bonds to be approved by the Chairman, such approval to be
evidenced by the execution by the Chairman of a Certi?cate of Detenninations setting forth such
principal amount (or principal amounts if issued in more than one series), interest rate or rates,

Chairman. All of the provisions of the Indenture, as amended, shall be deemed to be part of this
Resolution as fully and to the same extent as if incorporated herein and shall be in force and
effect from the date of the execution thereof.

8. Limited Obligations. Any Bonds issued by WVEDA for the acquisition of the
Project Property are special obligations of payable solely from and secured by the
Project Property and any rental or other payments derived therefrom, and shall not be construed
to obligate the expenditure of any funds or monies of WVEDA derived from any other source
whatsoever. The State shall not be liable for the payment or performance of any Bonds issued by
WVEDA for the acquisition of the Project PrOperty, and such bonds as to both principal and
interest are not a debt of the State of West Virginia or any county, municipality or political
subdivision thereof, and are payable solely from the revenues and funds pledged for their
payment. Any Bonds issued by WVEDA for the acquisition of the Project Property as to both
principal and interest shall not constitute a debt or a pledge of the faith and credit or taxing
power of the State or of any county, municipality or other political subdivision of the State, and
the holders and owners of such Bonds shall have no right to have taxes levred by the Legislature
of the State or the taxing authority of any county, municipality or any other political subdivision

of the State for the payment of such Bonds.

9. Indemni?cation. WVEDA shall require the Corporation to hold harmless,
indemnify and defend WVEDA and its board members, of?cers, employees and representatives
from any and all actions, liabilities, lawsuits, damages, expenses (including, without limitation,
reasonable attorneys? fees and expenses), claims, obligations and other costs to, against or
incurred by WVEDA and its board members, of?cers, employees and representatives
(collectively, ?Losses?) arising out of or caused by the adoption of this Resolution or the

Corporation, the use or operation of the Project Property and any other activxties with regard
thereto, regardless of whether such Losses are incurred before or after the Lease has been
executed.

IO. Expenses of WVEDA. The Corporation shall pay and/or reimburse all costs and
expenses incurred by WVEDA, including without limitation, attorney?s fees and expenses in
connection with the acquisition, leasing, ?nancing, including the issuance and sale of the Bonds,
and operation of the Project Property. WVEDA shall receive a fee of $10,000 upon the issuance
and sale of the Bonds.

11. Ogen Meeting. WVEDA hereby ?nds and determines that all formal actions

Pubh
meeting at which this Reso ution was adepted by Board is deemed suf?cient
availability to the news media as contemplated by Procedural Rule 1 of WVEDA.

[Remainder of Page Intentionally Le? Blank]

ADOPTED BY THE BOARD OF WVEDA at

a regularly scheduled meeting held in
Charleston, West Virginia, on May 2, 2019.

WEST VIRGINIA ECONOMIC
AUTHORITY

DEV

 

ATTEST:

Secretary 2



1170500?

CERTIFICATION

that such actions remain in full
superseded, repealed or changed.

WITNESS my signature on the 



 

Secretary