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
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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:
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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
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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
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(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.
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(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.
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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:
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D -i3
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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:
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%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
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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
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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.
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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
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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
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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
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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:
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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:
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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
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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
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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."
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•
•
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."
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(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
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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
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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
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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:
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(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."
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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
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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
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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
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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)
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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
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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
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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
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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.
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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.
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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
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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'-'