19652ORDINANCE NO. 19,652
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
AIRPORT REVENUE BONDS FOR THE PURPOSES OF FINANCING
THE COSTS OF ACQUIRING REAL PROPERTY FOR EXPANSION OF
THE AIRPORT AND CONSTRUCTING ADDITIONS TO EXISTING
RAMPS, TAXIWAYS AND OTHER RELATED IMPROVEMENTS AND
REFUNDING CERTAIN OUTSTANDING AIRPORT REVENUE BONDS;
PROVIDING FOR THE PAYMENT OF THE PRINCIPAL AND
INTEREST ON THE BONDS; AUTHORIZING THE EXECUTION AND
DELIVERY OF TWO SUPPLEMENTAL TRUST INDENTURES; AND
PRESCRIBING OTHER MATTERS RELATING THERETO; AND
DECLARING AN EMERGENCY.
WHEREAS, the Little Rock National Airport and its related properties and facilities
(the "Airport") are being operated, managed, and maintained by the Little Rock Municipal
Airport Commission (the "Commission "), which was created pursuant to Act No. 53 of the
Acts of Arkansas of 1949, as amended, and Initiated Ordinance No. 8511 of the City of Little
Rock, Arkansas (the "City "); and
WHEREAS, the Commission has requested that the Board of Directors of the City (the
"Board of Directors ") authorize the sale and issuance of airport revenue bonds for the purposes
of financing the costs of acquiring real property for expansion of the Airport, constructing
additions to existing ramps, taxiways and other related improvements, establishing two Debt
Service Reserve Funds, currently refunding the 2016 maturity of the City's outstanding Airport
Revenue Bonds, Series 1999A, and paying expenses and bond issuance costs incidental thereto;
and
WHEREAS, the Bonds will be issued in the total principal amount not exceeding
$12,715,000, as two separate series, one series in the principal amount of not to exceed
$3,600,000 to be known as the "City of Little Rock, Arkansas Airport Revenue Improvement
and Refunding Bonds, Series 2007A" (the "Series 2007A Bonds ") and the second series in the
principal amount of not to exceed $9,115,000 to be known as the "City of Little Rock,
Arkansas Airport Revenue Improvement Bonds, Series 2007B" (the "Series 2007B Bonds" and
together with the Series 2007A Bonds, the "Bonds ").
NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of
Little Rock, Arkansas:
Section 1: Under the Authority of the Constitution and laws of the State of Arkansas,
including particularly Act No. 53 of the Acts of Arkansas of 1949, as amended, and Act No.
974 of the Acts of Arkansas of 1985, as amended, the Bonds are hereby authorized and
ordered sold and issued in the total principal amount not to exceed $12,715,000. The Bonds
shall not be general obligations of the City, but shall be special obligations payable solely from
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Airport revenues and certain other funds more specifically identified in a Master Trust
Indenture dated as of October 1, 1994, as supplemented and amended by the Series 1999A
Supplemental Trust Indenture dated as of September 1, 1999, the Series 2003 Supplemental
Trust Indenture dated as of July 1, 2003, the Series 2007A Supplemental Trust Indenture
(identified hereinafter) and the Series 2007B Supplemental Trust Indenture (identified
hereinafter).
Section 2: The issuance of the Bonds is hereby authorized for the purposes of (i)
providing funds to finance a portion of the costs of acquiring real property for expansion of the
Airport and constructing additions to existing ramps, taxiways and other related improvements,
(ii) to fund the Series 2007A Debt Service Reserve Subaccount, (iii) to fund the Series 2007B
Debt Service Reserve Subaccount; (iv) together with other available funds, to currently refund
the 2016 maturity of the City's outstanding Airport Revenue Bonds, Series 1999A, and (v) to
pay the costs of issuance of the Bonds. The Bonds will mature, bear interest and be subject to
redemption in accordance with the provisions of the Series 2007A Supplemental Trust
Indenture, and the Series 2007B Supplemental Trust Indenture, respectively. The Bonds will
be issued on a parity of security with each other and all other bonds, if any, previously issued
or to be issued under the Master Trust Indenture.
Section 3: The Bonds shall be sold to Morgan Keegan & Company, Inc., Banc of
America Securities, LLC, M.R. Beal & Company and Edward Jones (collectively the
"Underwriters ") pursuant to a bond purchase agreement in substantially the form submitted to
the meeting at which this Ordinance is adopted (the "Bond Purchase Agreement "). The Mayor
is hereby authorized and directed to execute and deliver the Bond Purchase Agreement on
behalf of the City. All actions heretofore taken by the Mayor, City Clerk, and Director of
Finance in connection with the offering of the Bonds, including the preparation and distribution
of the Preliminary Official Statement, preparation of the Official Statement, and preparation of
this Ordinance (the "Authorizing Ordinance ") are hereby in all respects ratified and approved.
The Official Statement is deemed a final Official Statement for purposes of the Securities and
Exchange Commission Rule 15c2 -12. The Official Statement of the City in the form presented
at this meeting with such changes, omissions, insertions and revisions as the Mayor, City
Clerk, and Director of Finance shall deem advisable is hereby authorized and approved and the
Mayor shall sign and deliver such final Official Statement to the Underwriters for distribution
to the owners of the Bonds and other interested persons.
Section 4: The appointment of Regions Bank, N.A., to serve as trustee for the Bonds
is hereby approved (the "Trustee ").
Section 5: To prescribe the terms and conditions upon which the Series 2007A Bonds
are to be executed, issued, accepted, held and secured, the Mayor is hereby authorized and
directed to execute and acknowledge a Series 2007A Supplemental Trust Indenture (the "Series
2007A Supplemental Indenture ") between the City and the Trustee, and the City Clerk is
hereby authorized and directed to execute and acknowledge such Series 2007A Supplemental
Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby
696223 -v1 2
authorized and directed to cause the Series 2007A Supplemental Indenture to be accepted,
executed and acknowledged by the Trustee. The Series 2007A Supplemental Indenture is
hereby approved in substantially the form submitted to this meeting with such changes as shall
be approved by such persons executing the document, their execution to constitute conclusive
evidence of such approval.
Section 6: To prescribe the terms and conditions upon which the Series 2007B Bonds
are to be executed, issued, accepted, held and secured, the Mayor is hereby authorized and
directed to execute and acknowledge a Series 2007B Supplemental Trust Indenture (the "Series
2007B Supplemental Indenture ") between the City and the Trustee, and the City Clerk is
hereby authorized and directed to execute and acknowledge such Series 2007B Supplemental
Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby
authorized and directed to cause the Series 2007B Supplemental Indenture to be accepted,
executed and acknowledged by the Trustee. The Series 2007B Supplemental Indenture is
hereby approved in substantially the form submitted to this meeting with such changes as shall
be approved by such persons executing the document, their execution to constitute conclusive
evidence of such approval. (The Series 2007A Supplemental Indenture and the Series 2007B
Supplemental Indenture shall be referred to collectively as the "Indentures ").
Section 7: The Mayor, the City Clerk, the Director of Finance and the Commission,
for and on behalf of the City, are authorized and directed to do any and all things necessary to
effect the execution and delivery of the Indentures and the Bond Purchase Agreement, the
performance of all obligations of the City under the Indentures and the Bond Purchase
Agreement, the issuance, execution, sale and delivery of the Bonds, and the performance of all
acts of whatever nature necessary to effect and carry out the authority conferred by this
Ordinance. The Mayor, City Clerk, the Director of Finance and the Commission are further
authorized and directed, for and on behalf of the City, to execute all papers, documents,
certificates and other instruments that may be required for the carrying out of such authority or
to evidence the exercise thereof.
Section 8: The appointment of Wright, Lindsey & Jennings LLP and Ivory Law Firm
as Co -Bond Counsel is hereby approved and ratified.
Section 9: Emergency. It is hereby found and declared that an immediate need exists
for the issuance of the Bonds in order to achieve the most cost effective financing for the City's
Airport facilities. It is, therefore, declared that an emergency exists. This Ordinance, being
necessary for the immediate preservation of the public peace, health and safety, shall take
effect and be in force from and after its passage.
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ADOPTED: December 5, 2006
ATTEST:
\--14rt Ja'k I, do-�
Nat ki S. Blocker, Assistant City Clerk
for Nancy Wood, City Clerk
APPROVED AS TO FORM:
c%
Thomas M. Carpenter, City Atto y
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Vice -Mayor Brad Cazort