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8727■i■ r �r r r r r ■■i r r r r� r� RESOLUTION NO. 8,727 A RESOLUTION AUTHORIZING THE APPROVAL OF A PROPOSAL BY JOHN MANEELY COMPANY TO ASSUME THE OBLIGATIONS AND TO SUCCEED TO THE RIGHTS OF THE OMEGA TUBE & CONDUIT COMPANY UNDER THE CITY OF LITTLE ROCK, ARKANSAS INDUSTRIAL DEVELOPMENT REVENUE BONDS (OMEGA PROJECT) SERIES 1984; AUTHORIZING AND DIRECTING THE APPROVAL, CONSENT AND DELIVERY OF THE ASSIGNMENT - ASSUMPTION AGREEMENT ON BEHALF OF THE CITY; AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF SUCH OTHER DOCUMENTS AS ARE NECESSARY TO PERMIT THE ASSUMPTION BY JOHN MANEELY COMPANY, INCLUDING, BUT NOT LIMITED TO, A SUPPLEMENTAL INDENTURE AND PAYMENT IN LIEU OF TAX AGREEMENT AND PRESCRIBING OTHER MATTERS RELATING THERETO. r � WHEREAS, the City of Little Rock, Arkansas (the "City ") , issued its Industrial Development Revenue Bonds, as of November 1, 1984, under the provisions of Act No. 9 of the First Extraordinary Session of the Sixty- Second General Assembly of Arkansas approved January 21, 1960, as amended, in the principal amount of $10,000,000, designated City of Little Rock, Arkansas Industrial Development Revenue Bonds (Omega Project) Series 1984 (the "Bonds "); and WHEREAS, pursuant to the provisions of Ordinance No. 14,750 approved October 2, 1984 (the "Authorizing Ordinance ") , the City entered into a certain Lease Agreement dated as of November 1, 1984 (the "Lease Agreement "), by which the City leased to Omega Tube & Conduit Company ( "Omega ") certain land, buildings, improvements, machinery, equipment and facilities (the "Project "); and WHEREAS, under the terms of the Lease Agreement, Omega agreed to make payments in an amount sufficient to pay the principal of, premium, if any, and interest on the Bonds; and 361 � 366 WHEREAS, pursuant to the terms of the Authorizing Ordinance the City entered into a Trust Indenture with Sumitomo Bank of California (the "Trustee ") dated as of November 1, 1984 (the "Indenture ") by which the Trustee agreed to act in that capacity for the benefit of the holders of the Bonds in connection with certain collateral described in the Indenture and for other purposes; and WHEREAS, as an inducement to the City to issue the Bonds, Omega entered into an agreement dated as of November 5, 1984 (the "Omega PILOT ") by which Omega agreed to pay the City certain sums to defray the administration costs of issuing the Bands and in lieu of ad valorem taxes on the Project; and WHEREAS, John Maneely Company ( "Maneely ") has reached an agreement with Omega to acquire its interest in the Project and as a consequence thereof, Maneely desires to enter into an agreement to assume the obligations of Omega (the "Assignment- Assumption Agreement ") under the Lease Agreement (and such other agreements and understandings with the City), to enter into an agreement with the City providing for payments to the City of an administrative fee and other payments in lieu of taxes (the "Maneely PILOT ") which will also provide for the termination of the Omega PILOT, and to request the City to enter into a supplemental indenture with the Trustee modifying certain terms of the Indenture (the "Supplemental Indenture "); and NOW THEREFORE, BE IT RESOLVED by the Board of Directors of the City of Little Rock, Arkansas: -2- Section 1. That the proposal of Maneely to acquire the interest of Omega in the Project and to assume Omega's obligations under the Lease Agreement, to make payments to the City of an administrative fee and payments in lieu of taxes and to modify the Indenture are hereby in all respects approved. The Assignment - Assumption Agreement, the Maneely PILOT and the Supplemental Indenture are hereby approved in substantially the form submitted to this meeting and the Mayor is hereby authorized to confer with Maneely and Omega to complete the Assignment- Assumption Agreement and the Maneely PILOT and with Maneely and the Trustee to complete the Supplemental Indenture, all 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 exclusive evidence of such approval. Section 2. That the Mayor and City Clerk, for and on behalf of the City, be, and they are hereby, authorized and directed to do any and all things necessary to effect the approval and consent of the City to the Assignment- Assumption Agreement, the performance of any obligations of the City under and pursuant to the Assignment - Assumption Agreement, the execution and delivery of the Maneely PILOT, the performance of any obligations of the City under and pursuant to the Maneely PILOT, the execution and delivery of the Supplemental Indenture, the performance of all obligations of the City under and pursuant to the Supplemental Indenture, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred by this Resolution. That the -3- 36S P-7 37C Mayor and City Clerk be, and they are hereby, 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 3. That the City Clerk is hereby authorized and directed to file in the office of the City Clerk, as a part of the minutes of the meeting at which this Resolution is adopted, for inspection by any interested person a copy of the Assignment - Assumption Agreement, the Maneely PILOT and the Supplemental Indenture, and such documents shall be on file for inspection by any interested person. Section 4. That the provisions of this Resolution are hereby declared to be separable, and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section 5. That this Resolution shall be in full force and effect from and after its passage and approval. PASSED: June 16,, 1992. b/ wu�7 Mayor ATTEST: Sharon Priest v�Q,�_m RobAi Hancock ( S E A L ) JSS/10969 -1 RPSOLUT 060592 �J - S ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT executed and delivered as of the 30th day of June, 1992, by and among OMEGA TUBE & CONDUIT CORPORATION, a corporation organized under and existing by virtue of the laws of the State of Arkansas ( "Omega ") , JOHN MANEELY COMPANY, a corporation organized under and existing by virtue of the laws of the State of Pennsylvania and authorized to do business in the State of Arkansas ( "John Maneely ") , The Sumitomo Bank of California ( "Sumitomo ") and the City of Little Rock, Arkansas ( "City "). W I T N E S S E T H• WHEREAS, John Maneely has entered into an agreement with Omega for the purchase of substantially all of Omega's assets located within the City, and the assumption of certain of the debts and liabilities of Omega; and WHEREAS, there are outstanding certain industrial development revenue bonds issued by the City identified as the City's $10,000,000 Industrial Development Revenue bonds, Omega Project, Series 1984, dated as of November 1, 1984 (the "Bonds ") , which were issued for the purpose of financing the acquisition, construction and equipping of industrial facilities which are owned by the City and leased to Omega, more particularly described in the Lease Agreement (described below) and located on the real estate described on Exhibit A attached hereto and made a part hereof (the "Project ") ; and WHEREAS, the proceeds of the City's Bonds were utilized to acquire, construct and equip the Project pursuant to the terms of the following documents: (i) a Lease and Agreement ( "Lease Agreement ") by and between Omega and the City dated as of November 1, 1984, (ii) a Trust Indenture between Sumitomo, as Trustee and the City, dated as of November 1, 1984, pursuant to which the City pledged its interest in the Project and the revenues to be received pursuant to the Lease Agreement to the Trustee for the benefit of the holders of the Bonds, (iii) a Guaranty Agreement dated as of November 1, 1984, between Western Tube & Conduit Corporation ( "Western ") and Sumitomo whereby Western guaranteed the payment of principal, premium, if any, and interest on the Bonds for the benefit of holders of the Bonds. 371 a -9 3'7 G (the foregoing documents are referred to collectively herein as the "Bond Documents "); and WHEREAS, in connection with the purchase by John Maneely of the assets of Omega located in the City, John Maneely has agreed to assume all of the obligations of Omega and Western under the Bond Documents, except as otherwise provided herein; and WHEREAS, in consideration thereof, the City has agreed to release Omega and Western from all obligations and further duties under the Bond Documents. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the City, and in consideration of the mutual benefits and covenants herein contained, Omega, John Maneely, Sumitomo and the City agree as follows: 1. Special Representations and Warranties of John Maneely. John Maneely hereby makes the following representations and warranties for the undertakings herein contained: (a) John Maneely is a corporation validly incorporated, duly existing and in good standing under the laws of the State of Pennsylvania and is authorized to do business in the State of Arkansas. John Maneely is not in violation of any provisions of its Articles of Incorporation or its Bylaws, and it has the corporate power to enter into this Assignment and Assumption Agreement. The execution and delivery of this Assignment and Assumption Agreement by John Maneely has been duly authorized by all proper corporate action. (b) Neither the execution and delivery of this Assign- ment and Assumption Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of the Bond Documents conflict with or result in a breach of the terms, conditions or provisions of any restric- tion or agreement or instrument to which John Maneely is now a party or by which John Maneely is bound, nor does such constitute a default under any of the foregoing or result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of John Maneely, except such liens, charges or encumbrances arising from this Assignment and Assumption Agreement. (c) No changes shall be made in the Project (as defined in the Bond Documents) and no actions will be taken by John Maneely which in any way affects the qualification of the Project for revenue bond financing under the laws of the State of Arkansas or impairs the exemption of interest on any of the bonds described above from federal income taxation. -2- g j 37 (d) All consents or approvals, if any, of or by any federal or state governmental authority required on the part of John Maneely in connection with this Assignment and Assumption Agreement have been duly obtained. (e) This Assignment and Assumption Agreement is a valid and binding obligation of John Maneely, subject to bankruptcy and other laws for the general relief of debtors. (f) The outstanding amount, date of issuance, identity of the borrower, identity of the issuer, and date of maturity of the following constitute the complete list of all currently outstanding tax exempt bond issues of which John Maneely or any entity or individual which is a related party to John Maneely received benefit: Borrower Amount Date Issuer Maturity (g) With reference to Section 2410 of the Lease Agreement by and between omega and the City, Omega and John Maneely represent and warrant that (i) Omega has sold substantially all of its assets as an entirety to John Maneely and intends to thereafter dissolve, and (ii) John Maneely hereby agrees to assume all of the obligations of Omega under the Bond Documents, except as otherwise specifically provided herein. 2. Assignment of Interest. Omega hereby assigns, conveys, and sets over to John Maneely all of its right, title and interest in and to the Bond Documents, including its leasehold interest in the Project under the terms of the Lease Agreement. 3. Assumption of Obligations. John Maneely hereby assumes and agrees to keep, perform and fulfill all the terms, covenants, conditions and obligations under the Bond Documents required to be kept, performed and fulfilled by Omega, including the making of all payments under the Bond Documents when due and payable. 4. Release of Omega and Western. Subject to the re- quirements of Paragraph 5 below, the City and the Trustee hereby consent to the execution and delivery of this Assignment and Assumption Agreement by Omega and John Maneely, and in con- sideration therefor, the City and the Trustee hereby release Omega and Western from the obligation to make payments under the Bond Documents and all other future obligations thereunder. -3- 0 5. Consent of the City. The City's consent to this Assignment and Assumption Agreement and the release of Omega and Western are contingent upon the receipt by the City of a Payment in Lieu of Tax Agreement, in form and substance acceptable to the City and John Maneely. 6. Miscellaneous. (a) This Assignment and Assumption Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of Arkansas. (b) This Assignment and Assumption Agreement shall inure to the benefit of the parties hereto, and their successors and assigns. 374 (c) This Assignment and Assumption Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. (d) A copy of this Assignment and Assumption Agreement shall be recorded in the Office of the Circuit Clerk and Ex Officio Recorder of Pulaski County, Arkansas, and a copy shall be filed and remain on file with the Trustee for the Bonds. IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed by their duly authorized officers as of the day and year first above written. ATTEST: By:_ Name: Title: AR /bb/10969 -1 assumption.agr 06/05/92 OMEGA TUBE & CONDUIT CORPORATION By: Name: Title: -4- 9-5-9-- D -i3 • • 375 JOHN MANEELY CORPORATION ATTEST: By: Name: Title: ATTEST: By: Robbie Hancock, City Clerk ATTEST: By: Name: Title: By: _ Name: Title: THE CITY OF LITTLE ROCK, ARKANSAS By: Sharon Priest, Mayor THE SUMITOMO BANK OF CALIFORNIA By:_ Name: Title: -5- %S9' f- ` / STATE OF ss. COUNTY OF ) ACKNOWLEDGMENT On this day of 1992, before me, a Notary Public, duly commissioned, qualified and acting within and for the County and State aforesaid, appeared in person the within named and , the and respectively, of OMEGA TUBE & CONDUIT CORPORATION, an Arkansas corporation, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of the Corporation, and further stated and acknowledged that they had so signed, executed and delivered the foregoing instrument for the considerations, uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of 1992. My Commission Expires: (S E A L) Notary Public cm 376 37; ACKNOWLEDGMENT STATE OF ) ss. COUNTY OF ) On this day of , 1992, before me, a Notary Public, duly commissioned, qualified and acting within and for the County and State aforesaid, appeared in person the within named and ' the and , respectively, of JOHN MANEELY CORPORATION, a Pennsylvania corporation, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of the Corporation, and further stated and acknowledged that they had so signed, executed and delivered the foregoing instrument for the considerations, uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of , 1992. My Commission Expires: S E A Notary Public ZFM E --3 373 ACKNOWLEDGMENT STATE OF ARKANSAS ) ss. COUNTY OF PULASKI ) On this day of , 1992, before me, a Notary Public, duly commissioned, qualified and acting within and for the County and State aforesaid, appeared in person the within named Sharon Priest and Robbie Hancock, the Mayor and City Clerk, respec- tively, of the CITY OF LITTLE ROCK, ARKANSAS, to me personally known, who stated that they were duly authorized in their respec- tive capacities to execute the foregoing instrument for and in the name and on behalf of the City, and further stated and acknowledged that they had so signed, executed and delivered the foregoing instrument for the considerations, uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of , 1992. My Commission Expires: (S E A L) Notary Public ME 25y" • ACKNOWLEDGMENT STATE OF ) ss. COUNTY OF ) • 37S' On this day of , 1992, before me, a Notary Public, duly commissioned, qualified and acting within and for the County and State aforesaid, appeared in person the within named and , the and respectively, of THE SUMITOMO BANK OF CALIFORNIA, a California corporation, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of the Corporation, and further stated and acknowledged that they had so signed, executed and delivered the foregoing instrument for the considerations, uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of , 1992. My Commission Expires: S E A L Notary Public am 38C EXHIBIT A TRACT I A tract of land situated in the Northwest 1/4 of the Northwest 1/4 of Section 22, Township 1 North, Range 11 West of the Fifth Principal Meridian, City of Little Rock, Pulaski County, Arkansas, being more particularly described as follows: Commencing at the Common Section Corner of Sections 15, 16, 21, and 22, all in Township 1 North, Range 11 West of the Fifth Principal Meridian; thence S 01 025141 "W, 60.00 feet to a point of the South right -of -way line of Frazier Pike; thence along said South right -of -way line of Frazier Pike, S 87 °52'09" E, 271.40 feet to the Point of Beginning; thence continuing along said South right -of -way line S 87 °52'09" E, 655.00 feet; thence S 02 °07'51" W, 1260.24 feet to a point on the South Property Line of the Little Rock Port Industrial Park; thence along said South Property Line, N 87 °48'31" W, 655.00 feet; thence N 02 °07'51" E, 1259.55 feet to the Point of Beginning, and containing 18.94 acres, more or less. TRACT II A tract of land situated in the Northwest 1/4 of the Northwest 1/4 of Section 22, Township 1 North, Range 11 West of the Fifth Principal Meridian, City of Little Rock, Pulaski County, Arkansas, being more particularly described as follows: Commencing at the Common Section Corner of Sections 15, 16, 21 and 22, all in Township 1 North, Range 11 West of the Fifth Principal Meridian; thence S 01 °25'41" W, 60.00 feet to a point on the South right -of -way line of Frazier Pike, thence along said South right -of -way line of Frazier Pike, S 87 052'09" E, 926.40 feet to the Point of Beginning; thence continuing along said South right -of -way line S 87 052'09" E, 15.00 feet; thence S02 007'51" W, 1260.25 feet to a point on the South Property Line of the Little Rock Port Industrial Park; thence along said South Property Line, N 87 °48'31" W, 15.00 feet; thence N 02 °07'51" E, 1260.24 feet to the Point of Beginning, and containing 0.43 acres, more or less. 2.5�" PAYMENT IN LIEU OF TAX AGREEMENT City of Little Rock, Arkansas City Hall 500 West Markham Little Rock, Arkansas 72201 Attn: Mr. John Pryor, Director of Finance Re: $10,000,000 City of Little Rock, Arkansas Industrial Development Revenue Bonds - Omega Project, Series 1984 (the "Bonds ") Ladies and Gentlemen: The City of Little Rock, Arkansas (the "City ") issued as of November 1, 1984, the bonds under the provisions of Act No. 9 of the First Extraordinary Session of the Sixty- Second General Assembly of the State of Arkansas, approved January 21, 1960, as amended, for the purpose of financing the cost of an industrial plant to be located in the City (the "Project ") . The Project has been leased by the City to Omega Tube & Conduit Corporation ( "Omega ") pursuant to a Lease and Agreement dated as of November 1, 1984 (the "Lease "). The Bonds were issued in the original principal amount of $10,000,000. Article IV of the Lease provides that Omega is obligated to pay all taxes and assessments, levied and assessed on the Project during the term of the Lease. Notwithstanding the provisions of Article IV of the Lease, under Article 16, Section 5 of the Constitution of the State of Arkansas, Act No. 497 of 1981 and current judicial interpretation of Arkansas law, the Project is exempt from ad valorem taxes because it is owned by the City and used for a public purpose within the meaning of the applicable constitutional and statutory provisions affording the exemption. Thus, the Lessee of the Project owned by the City pays no ad valorem taxes on the Project under the provisions of Article IV of the Lease. The City has a reluctance to lose all tax revenues which otherwise would be received by it if the property involved were privately owned. Accordingly, the City and Omega entered into an Agreement (the "Omega PILOT ") dated November 5, 1984, by which Omega agreed to pay the City certain sums to defray its administrative expense, to compensate it for services rendered and in lieu of ad valorem taxes. 381 IV- -S s- G -7 0 3U Omega is assigning its interest in the Project and the Lease to John Maneely Company (the "Company ") effective as of July 1, 1992 pursuant to an Assignment and Assumption Agreement (the "Assignment- Assumption Agreement ") dated June , 1992 under which the Company assumes and agrees to discharge and pay Omega's obligations under the Lease. Therefore, to induce the City to consent to the Assignment - Assumption Agreement, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company agrees with the City as follows: 1. (a) To defray the City's administrative expense and as compensation for services rendered, and to be rendered, the Company will pay to the City the sum of $2,000 annually and, in lieu of ad valorem property taxes, the Company will pay to the City the sum of $34,838 annually. (b) The payments required under this Agreement shall be paid on or before June 30 of each year, for so long as the Lease shall be in effect, commencing June 30, 1993. Payments not paid when due shall bear interest at 10% per annum until paid. 2. Payments hereunder are not intended to be in lieu of (1) any licenses, occupation or privilege tax or fee imposed upon the Company for or with respect to its right to carry on its business in the State of Arkansas, (ii) any special benefit or local improvement tax or assessment, or (iii) fees or charges for utility services rendered, such as for water or sewer services. 3. If by reason of a change in the Constitution of the State of Arkansas, a change by the Supreme Court of the State of Arkansas in its interpretation of the Constitution or a change by the General Assembly of the State of Arkansas, the Company is required to pay any tax of which the payments specified in paragraph 1(a) are intended to be in lieu of, the Company may deduct the aggregate of any such payments made by it from any amount herein agreed to be paid under paragraph 1(a). 4. The agreement herein made by the Company shall terminate and be of no further force and effect from and after the date that the Lease shall terminate. If such termination shall be at a point constituting a portion of a year, the Company shall pay for the year in which termination occurred that portion of the specified annual payment that the number of days in such year that the Project was exempt prior to the termination bears to 365 days. 5. This agreement supersedes and terminates the Omega PILOT effective July 1, 1992, but does not terminate any liability of Omega under the Omega PILOT for payments due on or prior to June 30, 1992. -2- If -If 38 6. This agreement shall be binding upon the successors and assigns of the Company, but no assignment shall be effective to relieve the Company of any of its obligations hereunder unless expressly authorized and approved in writing by the City. When executed, this instrument shall constitute a valid and binding contract between the Company and the City. Very truly yours, JOHN MANEELY COMPANY ACCEPTED: CITY OF LITTLE ROCK, ARKANSAS By: Mayor JSS /10969 -1 PILOT.AGR 053192 By: Name: Title: Date: :XC 1992 g -S1 °w `� �■ w w w w w w w w w w w. � 1213 -92- 27156 384 DRAFT June 4, 1992 • • CITY OF LITTLE ROCK, ARKANSAS and THE SUMITOMO BANK OF CALIFORNIA, as trustee Supplemental Indenture Dated as of June 30, 1992 $10,000,000 Industrial Development Revenue Bonds - Omega Project Series 1984 E -lD 1213 -92 -27156 SUPPLEMENTAL INDENTURE 38ftz; THIS SUPPLEMENTAL INDENTURE, dated as of the 30th day of June, 1992, by and between the CITY OF LITTLE ROCK, ARKANSAS, a city of the first class under the laws of the State of Arkansas (the "City "), and THE SUMITOMO BANK OF CALIFORNIA, an institution organized under and existing by virtue of the laws of the State of California with its principal office, domicile and post office address in San Francisco, California (the "Trustee "); WITNESSETH: WHEREAS, the City is authorized and empowered under the laws of the State of Arkansas, including particularly Act No. 9 of the First Extraordinary Session of the Sixty- Second General Assembly of the State of Arkansas, approved January 21, 1960, as amended (the "Act "), to issue revenue bonds and to expend the proceeds thereof to finance the cost of acquiring, constructing and equipping lands, buildings or facilities which can be used in securing or developing industry; and fore undertaken the Project described in that certain Lease and Agreement between the City, as lessor, and Omega, as lessee, dated as of November 1, 1984 (the "Lease Agreement "); and �� /A WHEREAS, at the request of Omega Tube & Conduit Corpo- ration, an Arkansas corporation ( "Omega "), the City has hereto- fore undertaken the Project described in that certain Lease and Agreement between the City, as lessor, and Omega, as lessee, dated as of November 1, 1984 (the "Lease Agreement "); and �� /A 1213 -92 -27156 • • 38C WHEREAS, for the purpose of financing the Project, the City has heretofore issued its Industrial Development Revenue Bonds - Omega Project Series 1984 in the aggregate principal amount.of $10,000,000 (the "Series 1984 Bonds ") under a trust indenture between the City and the Trustee dated as of November 1, 1984 (the "Original Indenture "); and WHEREAS, pursuant to the terms of an Assignment and Assumption Agreement among the City, Omega, and John Maneely Company, a Pennsylvania corporation ( "Maneely "), with the consent of the Trustee, Maneely will assume all of the rights and obliga- tions of Omega as lessee under the Lease Agreement, effective June 30, 1992; and WHEREAS, at the request of Maneely and of the holders of all outstanding Series 1984 Bonds, the City has determined that it is desirable to amend the Original Indenture to divide the Series 1984 Bonds into a Class A and a Class B, to facilitate use of a Letter of Credit to secure payment of the 1984 Class A Bonds, to adjust the interest rate on the 1984 Class B Bonds, to adjust the amortization schedule and extend the final maturity of the Series 1984 Bonds, to provide for redemption of the Class B Bonds at the option of the holder thereof, and to effect certain related amendments to the Original Indenture; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that in consideration of the mutual covenants herein contained, and intending to be legally bound by, the City and the Trustee -2- �. -t3 1213 -92 -27156 • • 't 38 hereby agree for the equal and proportionate benefit (except as expressly provided herein) of the holders from time to time of the Series 1984 Bonds, as follows: Section One. Definition and Terms. Unless the context shall otherwise require, and except as provided in this Supple- mental Indenture, the words and terms used in this Supplemental Indenture shall have the meanings specified in the Original Indenture. Section Two. Confirmation of Original Indenture. The original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument. Except as amended and supplemented hereby, the provisions of the Original Indenture shall remain in full force and effect. Section Three. Amendments to Section 101 of the Original Indenture. deleted. (a) The definition of the term "Bank" is hereby (b) The definition of the term "Guarantor" is hereby amended and restated to read in full as follows: "'Guarantor' - John Maneely Company, a Pennsylvania corporation." (c) The definition of the term "Guaranty" is hereby amended and restated to read in full as follows: -3- /2 - '5-_t 1213 -92 -27156 • • 388 Guaranty' - The Guaranty between Guarantor and the Trustee dated as of June 30, 1992, a copy of which is on file with the Trustee." (d) The definition of the term "Prime Rate" is hereby amended by adding at the end thereof the following proviso: "provided, that from and after July 1, 1992, for the 1984 Class B Bonds, the term "Prime Rate" shall mean that rate of interest set forth from time to time by Brown Brothers Harriman & Co., Philadelphia, Pennsylvania, as its prime rate." (e) The definition of the term "Revenues" is hereby amended by adding at the end thereof the following phrase: "; and, for any series of Bonds or any class of Bonds within a series, the proceeds of any draw on a Letter of Credit issued to secure payment of such series or class of Bonds." (f) The definition of the term "Series 1984 Bonds" is hereby amended by adding at the end thereof the follow- ing sentence: "The Series 1984 Bonds shall consist of Class A Bonds ( 111984 Class A Bonds ") in the principal amount of $5,000,000, and Class B Bonds ( 111984 Class B Bonds ") in the principal amount of $5,000,000." (g) The definition of the term "Taxable Rate" is hereby amended and restated to read in full as follows: -4- � -5Y 1213 -92 -27156 • � 38 "'Taxable Rate' - For any series of Bonds or any class of Bonds within a series, that rate of interest per annum equal to the applicable Prime Rate." (h) section 101 of the original Indenture is further amended by adding the following defined terms thereto: "'Eligible Moneys' - With respect to any series of Bonds or class of Bonds within a series of which a Letter of Credit has been issued, amounts which are either (i) proceeds of such Bonds, (ii) moneys drawn under the Letter of Credit for such Bonds paid with Letter of Credit Bank funds, (iii) moneys deposited into the Bond Fund, which have been on deposit in the Bond Fund for at least 124 days during and prior to which no federal or state bankruptcy or insolvency proceeding shall occurred with respect to the City or the Company or any member of a controlled group of corporations of which the Company is a member, (iv) proceeds of indebtedness of the City or the Company issued for purposes of refunding any such Bonds which are accom- panied by an opinion of a law firm nationally recognized as having experience in bankruptcy matters who shall be satisfactory to the Trustee and to the applicable Letter of Credit Bank to the effect that payment to the holders of such Bonds from such proceeds (or the proceeds of the investment thereof) will not constitute avoidable preferences under any federal or state bankruptcy or insolvency proceeding upon the application, filing, voluntary or involuntary institution of pro- ceedings or occurrence of an event of bank- ruptcy with respect to the City or the Com- pany, or (v) the proceeds of the investment of moneys qualifying as Eligible Moneys under clause (i), (ii), (iii), or (iv) above." "'Letter of Credit` - An irrevocable letter of credit issued by a commercial bank to secure payment of any series of Bonds or any class of Bonds within a series, under the terms of which the Trustee will be entitled to draw an amount sufficient to pay (a) prin- cipal of such series or class of Bonds when -5- M M M M M r M M M � M M r 1213 -92 -27156 • • 39C due and (b) not less than days' accrued interest on such series or class of Bonds." "'Letter of Credit Bank' - The issuer of any Letter of Credit." "'Payment Date' - February 25, May 25, August 25, and November 25 of each year, commencing February 25, 1985." "'Reimbursement Agreement' - An agree- ment pursuant to which a Letter of Credit Bank agrees to issue a Letter of Credit. The term "Reimbursement Agreement" shall include the Reimbursement Agreement dated as of June 30, 1992, between Chemical Bank, N.A. and John Maneely Company, pursuant to which Chemical Bank, N.A. agrees to issue a Letter of Credit securing payment of the 1984 Class A Bonds." Section Four. Amendment to Section 102 of the original Indenture. Section 102 of the Original Indenture is hereby amended by adding at the end thereof the following sentence: "All references in this Indenture to the Letter of Credit Bank shall apply only when a Letter of Credit is in effect hereunder." Section Five. Amendments to Section 202 of the Origi- nal Indenture. (a) Section 202A(1) of the Original Indenture is hereby amended and restated in its entirety to read as follows: "Section 202. A.(1) The Series 1984 Bonds shall be designated "City of Little Rock, Arkansas Industrial Development Revenue Bonds - Omega Project, Series 1984," and shall be in the principal amount of $10,000,000. The Series 1984 Bonds shall be dated the date of issuance thereof (the "Effective Date "), and M -6- k' -S5 9­3 interest thereon shall be payable quarterly on each Payment Date commencing February 25, 1985. The Series 1984 Bonds shall consist of Class A Bonds (the "1984 Class A Bonds ") in the principal amount of $5,000,000 and Class B Bonds (the 111984 Class B Bonds ") in the principal amount of $5,000,000. Principal of the Class A Bonds shall be payable in 16 equal quarterly instal- lments of $277,777.78 each on consecutive Payment Dates commenc- ing August 25, 1992. Principal of the 1984 Class B Bonds shall be payable in 16 equal quarterly installments of $277,777.78 each on consecutive Payment Dates commencing on February 25, 1997. Any payment of principal or interest which falls on a day other than a Business Day shall be due on the then next succeeding day which is a Business Day, and, in the case of an interest payment, such payment shall include interest on outstanding principal until the Business Day on which such principal is paid. "The Series 1984 Bonds shall be initially issued in the form of bonds, registered as to both principal and interest, in the form set forth in the recitals to the Original Indenture. Effective as of June 30, 1992, the form of the Series 1984 Bonds shall be as set forth in Exhibit "B" hereto." -7- -y 1213 -92 -27156 • • interest thereon shall be payable quarterly on each Payment Date commencing February 25, 1985. The Series 1984 Bonds shall consist of Class A Bonds (the "1984 Class A Bonds ") in the principal amount of $5,000,000 and Class B Bonds (the 111984 Class B Bonds ") in the principal amount of $5,000,000. Principal of the Class A Bonds shall be payable in 16 equal quarterly instal- lments of $277,777.78 each on consecutive Payment Dates commenc- ing August 25, 1992. Principal of the 1984 Class B Bonds shall be payable in 16 equal quarterly installments of $277,777.78 each on consecutive Payment Dates commencing on February 25, 1997. Any payment of principal or interest which falls on a day other than a Business Day shall be due on the then next succeeding day which is a Business Day, and, in the case of an interest payment, such payment shall include interest on outstanding principal until the Business Day on which such principal is paid. "The Series 1984 Bonds shall be initially issued in the form of bonds, registered as to both principal and interest, in the form set forth in the recitals to the Original Indenture. Effective as of June 30, 1992, the form of the Series 1984 Bonds shall be as set forth in Exhibit "B" hereto." -7- -y M M M M .1213 -92 -27156 M M i • • M M M � (b) Section 202A(2) (a) of the Original Indenture is hereby amended by inserting the phrase "computed on the outstanding principal amount thereof" after the word "interest" in the first line thereof; and by inserting after the phrase "subject to the following:" in the second sentence thereof, the following: "(i) From and after July 1, 1992, the Stated Rate on the 1984 Class B Bonds shall be a rate of interest per annum equal to 81% of the Prime Rate determined for each quarterly period as of the preceding interest payment date; (ii)" (c) Section 202A(2)(c) of the Original Indenture 3 92, is hereby amended by deleting the phrase "the Stated Rate for any Series 1984 Bond held by any holder which holder is subject to the Corporate Tax Rate" and by inserting the phrase "for so long as any Series 1984 Bond is held by a holder which is subject to the Corporate Tax Rate, the Stated Rate for such Series 1984 Bond" in lieu thereof. Section Six. Amendment to Section 205 of the Original Indenture. Section 205 of the Original Indenture is hereby amended by inserting the phrase "amending the terms of the Series 1984 Bonds or" after the words "connection with" in the fourth line thereof. Section Seven. Amendments to Section 206 of the Original Indenture. Section 206 of the Original Indenture is hereby amended by designating the first paragraph thereof as am R ss- '� J 1213 -92 -27156 • • 393 subsection "A"; by deleting the word "Bank" each place where it appears and inserting the words "Bond purchaser" in lieu thereof; and by adding a new subsection "B" to read in its entirety as follows: "B. If the form of any series of out- standing Bonds shall be amended by a supple- mental indenture, the City shall execute and deliver to the Trustee and the Trustee shall authenticate amended Bonds of such series and deliver them to the holders thereof upon surrender of such holders' unamended Bonds, which unamended Bonds shall be cancelled and disposed of by the Trustee in the same manner as prescribed for paid Bonds by Section 210 hereof." Section Eight. Amendment to Section 301 of the Orict- inal Indenture. Section 301 of the Original Indenture is hereby amended by adding at the end thereof the following: "or set forth in any supplemental indenture entered into in connection with amending the terms of the Series 1984 Bonds; provided that only the 1984 Class B Bonds (and not the 1984 Class A Bonds) shall be subject to redemption in whole or from time to time in part at any time on or after July 1, 1994, at the option of the holder thereof, immediately upon writ- ten demand from the holder to the City and the Company." Section Nine. Amendment to Section 501 of the Original Indenture. Section 501 of the Original Indenture is hereby amended by adding at the end thereof the following: "Except as otherwise provided herein, moneys in the Bond Fund are pledged and shall be used for the payment of the principal of, premium, if any, and interest on all Bonds -9- � '4 1213 -92 -27156 and shall be for the equal and ratable bene- fit of all Bondholders, without preference or priority among them. There is hereby created and ordered to be established within the Bond Fund a special segregated account to be des- ignated "1984 Class A Bonds Letter of Credit Account," which is pledged and shall be used solely for the payment of the principal of, premium, if any, and interest on the 1984 Class A Bonds as the same shall become due and payable." Section Ten. Amendment to Section 502 of the Original Indenture. Section 502 of the Original Indenture is hereby amended by redesignating clause "(d)" thereof as clause "(e) ", and by adding a new clause (d) to read as follows: "All payments under the Letter of Credit with respect to payments of principal of, premium, if any, and interest on any series of Bonds or any class of Bonds within a series;" Section Eleven. Addition of Section 510 to the origi- nal Indenture. The Original Indenture is hereby amended by adding thereto a new Section 510 to read in its entirety as follows: "Section 510. The Trustee shall draw upon the Letter of Credit in accordance with its terms to the extent necessary in accordance with Section 202 or Section 205 hereof to pay when due the principal of, premium, if any, and interest on any series of Bonds or class of Bonds within a series, whether upon re- demption, at maturity or upon acceleration of maturity, from Eligible Moneys. The proceeds of any draw upon a Letter of Credit shall be deposited by the Trustee into a Letter of Credit Account established within the Bond Fund for the related series of Bonds or class of Bonds within a series, and shall be paid therefrom to the holders of the related -10- 394 4-5r r -7 1213 -92 -27156 • • 3 9 E series or class of Bonds in accordance with their terms." Section Twelve. Amendment to Section 1001 of the Original Indenture. Section 1001 of the Original Indenture is hereby amended by adding thereto a new clause (i) to read as follows: "(i) Receipt by the Trustee of notice from any Letter of Credit Bank that an event of default under the applicable Reimbursement Agreement has occurred and is continuing and directing the Trustee to declare the related series of Bonds or class of Bonds within a series immediately due and payable." Section Thirteen. Amendment to Section 1002 of the Original Indenture. Section 1002 of the Original Indenture is hereby amended by adding at the end thereof the following two sentences: "Notwithstanding the foregoing, as long as the applicable Letter of Credit Bank shall not then be continuing to dishonor draws under the Letter of Credit, the Trustee may not accelerate the related series of Bonds or class of Bonds within a series without the express written consent of such Letter of Credit Bank. Any Letter of Credit Bank may agree to waive this requirement of prior consent by giving written notice to the Trus- tee, and any such notice shall be irrevocable and binding upon such Letter of Credit Bank." Section Fourteen. Amendments to Section 1008 of the Original Indenture. Section 1008 of the Original Indenture is hereby amended as follows: -11- 1213 -92 -27156 • • 396 (a) Clause Third of subsection (a) of Section 1008 is hereby amended by adding to the end thereof, the following: "except that payment for the principal of outstanding Bonds of any series or class not yet due and owing shall be made to the applicable Letter of Credit Bank, if any, as reimbursement for previous claims and for prepayment of future claims under the Reim- bursement Agreement, respectively." (b) Subsection (b) of Section 1008 is hereby amended by adding to the end thereof, the following: "The surplus, if any, after the principal of and interest on all Bonds has been paid and no Bonds remain outstanding hereunder, shall be paid to the Letter of Credit Bank, if any, to the extent of any amounts owing to the Letter of Credit Bank under the Reimbursement Agreement, and then to the Company, or to whoever is lawfully entitled to receive the same or as a court of competent jurisdiction may direct." Section Fifteen. Amendment to Section 1012 of the Original Indenture. Section 1012 of the Original Indenture is hereby amended by adding at the end thereof the following sentence: "Notwithstanding the foregoing, so long as the applicable Letter of Credit Bank shall not then be continuing to dishonor draws under the Letter of Credit, no event of default with respect to the related series of Bonds or class of Bonds within a series may be waived without the express written consent of said Letter of Credit Bank." -12- SS 1213 -92 -27156 Section Sixteen. Amendment to Section 1013 of the Original Indenture. Section 1013 of the Original Indenture is 397, hereby amended by deleting the phrase "or (c)" and inserting the phrase ", (c) or (i)" in the first sentence in lieu thereof. Section Seventeen. Addition of Section 1015 to the Original Indenture. The Original Indenture is hereby amended by adding thereto a new Section 1015 to read in its entirety as follows: "Notwithstanding any other provision of this Indenture, in the event that the Trustee shall draw under a Letter of Credit any amount for the payment of principal of, premium, if any, and /or interest on any Bonds, then upon such payment the Letter of Credit Bank shall become subrogated to the rights of the Trustee and the recipients of such payments and such principal, premium and /or interest shall be deemed to continue to be unpaid and outstanding for all purposes and shall continue to be fully secured by this Indenture until the Letter of Credit Bank, as subrogee, has been paid all amounts owing in respect thereof. In confirmation of the foregoing, the Trustee shall note the Letter of Credit Bank's rights as subrogee on its records and shall, upon request, deliver to the Letter of Credit Bank (i) in the case of interest on the Bonds, an acknowledgment of the Letter of Credit Bank's ownership of interest to be paid on the Bonds specifying the amount of interest owed, the period represented by such interest and the numbers of the Bonds on which such interest is owed and (ii) in the case of principal of the Bonds, either the Bonds themselves duly assigned to the Letter of Credit Bank or new Bonds registered in the name of the Letter of Credit Bank or in such other name as the Letter of Credit Bank shall specify. Whenever moneys become available for the payment of any interest then overdue, the Letter of Credit Bank shall be treated as to -13- /&-<15- ?'/ D „ 1213 -92 -27156 • • interest owed to it as subrogee as if it had been the registered owner of the Bonds on which such interest is payable.” 39E Section Eighteen. Amendment to Section 110 (q) of the Oriainal Indenture. Section 1101(g) of the Original Indenture is hereby amended by deleting the phrase "or (c)" and inserting the phrase ", (c) or (i)" in the third line in lieu thereof. Section Nineteen. Amendment to Section 1104 of the Original Indenture. Section 1104 of the Original Indenture is hereby amended by deleting from the first sentence thereof the phrase "by the Bank or ". Section Twenty. Amendment to Section 1110 of the Original Indenture. Section 1110 of the Original Indenture is hereby amended by deleting therefrom the phrase "by the Bank or ". Section Twenty -one. Addition of Exhibit B to Original Indenture. The Original Indenture is hereby amended by adding thereto a new Exhibit "B" setting forth the form of the Series 1984 Bonds as amended by this Supplemental indenture, to read as set forth in Exhibit B hereto. Section Twenty -two. Effective Date; Required Consents. This Supplemental Indenture shall be given effect as of June 30, 1992, provided, however, that in no event shall this Supplemental Indenture become effective unless Omega, Maneely, and the holders of all outstanding Series 1984 Bonds shall have consented -14- S� 1213 -92 -27156 399 thereto, as evidenced by their execution and delivery of a Consent in the form attached as Exhibit A hereto. IN WITNESS WHEREOF, the CITY OF LITTLE ROCK, ARKANSAS, has caused this Supplemental Indenture to be executed in its name and on its behalf by its Mayor and its corporate seal to be hereunto affixed and attested by its City Clerk, and THE SUMITOMO BANK OF CALIFORNIA, as Trustee, has caused this Supplemental Indenture to be executed in its name by one of its (Assistant) Vice Presidents and its seal to be hereunto affixed, attested by one of its duly authorized officers, all as of the day and year first above written. ATTEST: CITY OF LITTLE ROCK, ARKANSAS (SEAL) City Clerk ATTEST: By: Mayor THE SUMITOMO BANK OF CALIFORNIA San Francisco, California (SEAL) By: Authorized Officer (Assistant) Vice President -15- 12- S�- 1213 -92 -27156 • • Exhibit A 40C FORM OF CONSENT OF HOLDER AND OF COMPANY The undersigned, , [as holder of $ principal amount of outstanding Series 1984 Bonds] [as Lessee or Lessee's assignee under that certain Lease and Agreement dated as of November 1, 1984, with the City of Little Rock, Arkansas, as Lessor], hereby consents to the terms of the foregoing Supplemental Indenture dated as of June 30, 1992, and waives any required notice of the proposed adoption of such Supplemental Indenture. WITNESS: [NAME OF CONSENTING PARTY] [SEAL] By:_ Attest: By: Title: (Title) A -1 r_A M M M M 1213 -92 -27156 401 Exhibit B (Form of Series 1984 Bonds) UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF PULASKI CITY OF LITTLE ROCK INDUSTRIAL DEVELOPMENT REVENUE BOND - OMEGA PROJECT SERIES 1984 CLASS [A] [B] No. R[A][B]- KNOW ALL MEN BY THESE PRESENTS: That the City of Little Rock, Pulaski County, Arkansas (the "City "), for value received, promises to pay to , or to registered assigns, in sixteen (16) equal quarterly installments on February 25, May 25, August 25 and November 25 of each year commencing [August 25, 1992] (Febru- ary 25, 1997), the principal sum of MILLION DOLLARS in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay in like coin or currency, interest on the outstanding principal amount, at a rate of interest per annum equal to 61% of the Prime Rate (defined in the Indenture, identified hereinbelow) from the Effective Date hereof [to and including June 30, 1992, and equal to 81% of the Prime Rate from or after July 1, 1992], determined for each quarterly period as of the then preceding interest payment date (but as of the Effective Date for the first quarterly period) (the "Stated Rate ") until paid, as set forth below. The Stated Rate may not exceed the Maximum Rate, as set forth below. Interest hereon is payable quarterly, on February 25, May 25, August 25 and Novem- ber 25 of each year commencing February 25, 1985. Principal of and interest of this Bond (except for payment of last maturing principal) are payable without presenta- tion or surrender by check or draft to the registered owner at the address shown on the bond registration books of the City maintained by the Trustee, The Sumitomo Bank of California, San Francisco, California, as Bond Registrar (or its successor under the Indenture). The last maturing principal hereof is payable on [November 25, 1996] [May 25, 2001], upon surrender of this Bond at the principal trust office of the Trustee. B -1 r-4,5 ,5 M M M M M M M 1213 -92 -27156 • The Stated Rate hereof is subject to the following: The Stated Rate shall be adjusted to equal the "Adjusted Tax Exempt Rate" or the "Taxable Rate" upon the happening of the events and under the terms set forth in Section 202 of the Indenture; provided that interest on this Bond shall not at any time exceed interest payable at the rate of 5% per annum above the federal reserve discount rate on ninety -day commercial paper in effect at the Federal Reserve District in which the State of Arkansas is located, as in effect on the Effective Date hereof (the "Maximum Rate "). Interest shall be determined on the basis of a 360 -day year. Sums due as principal or interest and not paid when due shall bear interest, from the date due until paid, at the rate of 2% per annum above the Stated Rate then in effect. 402 Any interest not paid on the Series 1984 Bonds for any period during which the Stated Rate (as originally stated or as increased or adjusted) exceeds the Maximum Rate (and not paid for that reason) shall continue to accrue and shall be added to, and payable with, interest payable on the dates next following the end of such period (but in such amounts and at such times that the interest payable shall not at any time exceed the Maximum Rate). This Bond, designated "City of Little Rock, Arkansas Industrial Development Revenue Bond - Omega Project, Series 1984, [Class A] [Class B3" is one of a series of Bonds in the principal amount of $10,000,000 that has been divided into two (2) classes, Class A and Class B, each in the principal amount of $5,000,000. The City reserves the right to issue Additional Bonds, subject to the provisions of the Indenture, on a parity of security with the Series 1984 Bonds, and the Bonds of all series will be referred to herein as the "Bonds ". The Bonds are all issued under and are all equally and ratably secured and entitled to the protection given by a Trust Indenture dated as of November 1, 1984, as amended and supplemented by a Supplemental Indenture dated as of June 30, 1992 (the "Indenture "), except as otherwise provided in the Indenture. The Indenture was duly executed and delivered by the City to the Trustee, and is recorded in the office of the Circuit Clerk and Ex- Officio Recorder of Pulaski County, Arkansas. Reference is hereby made to the Indenture and all indentures supplemental thereto for the provisions, among others, with respect to the conditions for the issuance of additional series, the nature and extent of the security, the rights, duties and obligations of the City, the Trustee and the holders and registered owners of the Bonds, and the terms upon which the Bonds are issued and secured. The Series 1984 Bonds are issued for the purposes of providing for the financing of costs of acquiring, constructing and equipping an industrial project (the "Project ") at the City and paying expenses of issuing the Series 1984 Bonds. B -2 G -� r -1 M M M M M M 1213 -92 -27156 • • M 43' The Series 1984 Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, particularly Act No. 9 of the First Extraordinary Session of the Sixty- Second General Assembly of the State of Arkansas, approved January 21, 1960, as amended ( "Act No. 9 "), and pursuant to Ordinance No. 14,750 of the City, adopted and approved on the 2nd day of October, 1984, which authorized the execution and delivery of the Indenture. The Series 1984 Bonds are not general obligations of the City but are special obliga- tions payable solely from Revenues (defined in the Indenture) and by a mortgage lien on and security interest in the Project. The Project, consisting of lands, buildings, improvements, machinery, equipment and facilities, has been leased to John Maneely Com- pany, a Pennsylvania corporation, as assignee of Omega Tube & Conduit Corporation, an Arkansas corporation (including certain assignees, the "Lessee "), under a Lease and Agreement, dated as of November 1, 1984, between the Lessee and the City (the "Lease Agreement "), providing for basic rent sufficient for the payment of the principal of, premium, if any, and interest on the Series 1984 Bonds. Provision has been made in the Lease Agreement for the basic rent to be paid directly to the Trustee and deposited in a special account of the City designated "Bond Fund ". Rev- enues (defined in the Indenture but including particularly rent under the Lease Agreement) have been duly pledged by the Inden- ture to the payment of the principal of, premium, if any, and the interest on the Bonds. In addition, the payment of the princi- pal, premium, if any, and interest on the Series 1984 Bonds has been unconditionally guaranteed by John Maneely Company, a Pennsylvania corporation (the "Guarantor "), pursuant to a Guaranty Agreement, dated as of June 30, 1992, between the Guarantor and the Trustee. The Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. The holder of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in and defend any suit or other proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may be declared and may become due and payable before the stated maturity thereof, together with accrued interest thereon. Modifications or alterations of the Indenture, or of any indenture supplemental thereto, may be made only to the extent and in the circumstances permitted by the Indenture. ID 1213 -92 -27156 • • 40:4 •.ti Principal of the Series 1984 Bonds, [Class A] [Class B] is subject to optional and mandatory redemption prior to maturity -as follows: (1) Principal of the Series 1984 Bonds may be re- deemed, at the option of the City (exercised as directed by Lessee), (a) in whole but not in part from the proceeds of condemnation of all or substantially all of the Mortgaged Prop- erty or from the Lessee's exercising an option to purchase pursuant to the provisions of Section 2102 A of the Lease Agree- ment or (b) in whole or in part in the event of damage to or destruction of the Mortgaged Property, as set forth in Sec- tion 1503 of the Lease Agreement, at any time, at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date. (2) In the event of a "Determination of Taxability," as defined in the Indenture, the Series 1984 Bonds may be re- deemed at the option of the City (exercised as directed by the Lessee) in whole or in part, at any time, at a redemption price equal to the principal amount being redeemed plus accrued in- terest to the redemption date. (3) Principal of the Series 1984 Bonds may be re- deemed, at the option of the City (exercised as directed by the Lessee), in whole or in part, on any interest payment date, at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date. [(4) Principal of the Series 1984 Bonds, Class B shall be redeemed in whole or from time to time in part at any time on or after July 1, 1994, on the business day following written demand therefor from the holder to the City and the Company, at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date.] Any redemption pursuant to paragraph (2) or (3) above of less than all principal amount outstanding shall be propor- tionate between or among holders of the Series 1984 Bonds, in accordance with the outstanding principal amount held by each such holder on the date thereof; [and, any redemption pursuant to paragraph (4) above of less than all principal amount outstanding shall be similarly proportionate between or among holders of the Series 1984 Bonds, Class B]. The Trustee, at the expense of the City, shall mail notice of any call for redemption pursuant to paragraphs (1) or (2) or (3) above by registered or certified mail placed in the mails not less than thirty (30) days prior to the date fixed for redemption to the registered owner of any Bond called for redemp- tion, addressed to such registered owner's registered address. Each notice shall specify the numbers and the maturities of the B -4 IC-515- C7--q 1213 -92 -27156 405 Bonds being called, and the date on which they shall be presented for payment. After the date specified in such call, the Bond or Bonds so called will cease to bear interest provided funds for their payment have been deposited with the Trustee and, except for the purpose of the payment, shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. This Bond may be transferred on the books of registra- tion kept by the Trustee by the registered owner or by his duly authorized legal representative upon surrender hereof, together with a written instrument of transfer duly executed by the regis- tered owner or his duly authorized legal representative. The Bonds are issuable as fully registered Bonds in denominations of $100,000 and any integral multiple thereof. Subject to the limitations and upon payment of the charges provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denomina- tions. Upon the prepayment of any portion of the principal evidenced by any Bond or the transfer of all or any part of any Bond by the owner thereof, the Trustee shall, within fifteen (15) days after the surrender of such Bond to the Trustee, deliver to the owner thereof a new Bond in the principal amount equal to the then outstanding principal amount due on such Bond. Every assignee of this Bond shall take this Bond subject to any prepayments of principal hereof, as set forth in the records of the Trustee, regardless of whether set forth on the Redemption Records affixed hereto. Subject to the provisions for registration endorsed hereon and contained in the Indenture, nothing contained in this Bond or in the Indenture shall affect or impair the negotiability of this Bond and, as declared in Act No. 9, this Bond shall be deemed to be a negotiable instrument under the laws of the State of Arkansas. This Bond is issued with the intent that the laws of the State of Arkansas will govern its construction. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Bonds, do exist, have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by the Bonds, together with all obligations of the City, does not exceed any constitutional or statutory limitation; and that the above referred to Revenues pledged to the payment of the princi- pal of, premium, if any, and interest on the Bonds as the same became due and payable will be sufficient in amount for that purpose. B -5 G °_'5" r� r r� r r r r r r� r �■■ r� � 1213 -92 -27156 406 This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee. IN WITNESS WHEREOF, City of Little Rock, Arkansas, has caused.this Bond to be executed by its Mayor and City Clerk, thereunto duly authorized, and its corporate seal to be affixed, all as of the day of 1984 (the "Effective Date "). CITY OF LITTLE ROCK, ARKANSAS ATTEST: By: City Clerk (SEAL) 19-M. G�� �r r� �■ r r ■r r �r r� r r r r r� . , �. • 1213 -92 -27156 407 ` (Form of Trustee's Certificate) TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds designated Series 1984, [Class A] [Class B] in and issued under the provisions of the within mentioned Indenture. THE SUMITOMO BANK OF CALIFORNIA San Francisco, California TRUSTEE By: Authorized Signature B -7 G -7 r 1213 -92 -27156 • (Form of Assignment) ASSIGNMENT 408'' For value received, the registered owner last listed below sells, conveys, transfers, assigns and delivers this Bond to the assignee last listed below and constitutes and appoints such assignee as the assignor's attorney to transfer this Bond on the bond registration books of the City maintained by the Trustee as Bond Registrar, with full power of substitution in the premises. Registered Owner Assignee !3'-'