9084� r r�� r r r r �■ r r +� ate; r
• • 4u
RESOLUTION NO. 9,084
A RESOLUTION AUTHORIZING AND DIRECTING THE
EXECUTION AND DELIVERY OF A SECOND
SUPPLEMENTAL INDENTURE SECURING THE CITY OF
LITTLE ROCK INDUSTRIAL DEVELOPMENT REVENUE
BONDS (OMEGA PROJECT) SERIES 1984 AND
PRESCRIBING OTHER MATTERS RELATING THERETO.
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, 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, in July 1992, John Maneely Company ( "Maneely ")
acquired Omega's interest in the Project and entered into an
��7
agreement to assume the obligations of Omega under the Lease
Agreement and an agreement with the City providing for payments to
the City of an administrative fee and other payments in lieu of
taxes and the City entered into a First Supplemental Indenture; and
WHEREAS, Maneely has now requested that the City enter into a
Second Supplemental Indenture between the City and Brown Brothers
Harriman Trust Company, as successor Trustee, in order that certain
changes can be made in the terms of the Bonds; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of
the City of Little Rock, Arkansas:
Section 1. That the proposal of Maneely to modify the
Indenture is hereby approved. The Second Supplemental Indenture is
hereby approved in substantially the form submitted to this meeting
and the Mayor is hereby authorized to confer with Maneely and the
successor Trustee to complete the Second 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 execution and delivery
of the Second Supplemental Indenture, the performance of all
obligations of the City under and pursuant to the Second
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 Mayor and City Clerk be, and they are
hereby, further authorized and directed, for and on behalf of the
-2-
C • ud
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 Second
Supplemental Indenture, and such document 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: January 18, 1994.
/Atst:
Attest:
l �.&"% � •Lf/.nC
City -Clerk
Robbie Hancock
AR /law /Maneely
Resolution.lss
01/18/94
-3-
r' (,
Mayor
Jim Dailey
42
��7
1213 -93 -31666 • •
CITY OF LITTLE ROCK, ARKANSAS
and
BROWN BROTHERS HARRIMAN TRUST COMPANY,
as trustee
Second Supplemental Indenture
Dated as of January 19, 1994
Industrial Development Revenue Bonds
Omega Project Series 1984
43
l'-
1213 -93 -31666 • • 44
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of the
nineteenth day of January, 1994, 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 BROWN BROTHERS HARRIMAN TRUST
COMPANY, an institution organized under and existing under the laws
of the State of New York with its principal office, domicile and
post office address in New York, New York (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
WHEREAS, the City has heretofore undertaken the Project
described in that certain Lease and Agreement between the City, as
lessor, and John Maneely Company, a Pennsylvania corporation, as
lessee, dated as of November 1, 1984, as amended (the "Lease Agree-
ment"); and
1213 -93 -31666 • •
45
WHEREAS, for the purpose of financing the Project, the
City has heretofore issued its Industrial Development Revenue Bonds
- omega Project Series 1984 in the original aggregate principal
amount of $10,000,000 (the "Series 1984 Bonds ") under a trust
indenture between the City and The Sumitomo Bank of California, as
trustee (the 111984 Trustee "), dated as of November 1, 1984 (the
111984 Indenture "); and
WHEREAS, pursuant to the terms of a supplemental
indenture between the City and the 1984 Trustee, dated as of
July 1, 1992 (the "First Supplemental Indenture "), the 1984
Indenture was amended 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 amortization
schedule of the Series 1984 Bonds, to adjust the interest rate on
and extend the final maturity of the 1984 Class B Bonds, to provide
for redemption of the Class B Bonds at the option of the holder
thereof upon the terms and conditions herein set forth, and to
effect certain related amendments to the 1984 Indenture (the 1984
Indenture, as amended by the First Supplemental Indenture, is
termed herein the "Original Indenture "); and
WHEREAS, the outstanding principal amount of the 1984
Class A Bonds is $4,571,796.98, and the outstanding principal
amount of the 1984 Class B Bonds is $5,000,000; and
-2-
/G-6 /
7> 4
1213 -93 -31666 •
46
WHEREAS, pursuant to Sections 1107 and 1108 of the
Original Indenture, Brown Brothers Harriman & Co. ( "Brown
Brothers ") , as the holder of all outstanding Series 1984 Bonds, has
this day exercised its rights to remove the 1984 Trustee and to
appoint a successor trustee; and the Trustee has duly accepted such
appointment; and
WHEREAS, at the request of John Maneely Company and of
Brown Brothers, the City has determined that it is desirable to
amend the Original Indenture to adjust the amortization schedule
and to extend the final maturity of the Series 1984 Bonds, to
lengthen the notice period for exercise of the put option on the
Series B Bonds, and to provide for a parallel put option on the
Series A Bonds, to restate the Adjusted Tax Exempt Rate on the
Series A Bonds as the Stated Rate thereon, and to effect certain
related amendments to the Original Indenture;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE
WITNESSETH that in consideration of the mutual covenants herein
contained, and intending to be legally bound hereby, the City and
the Trustee 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 Second
Supplemental Indenture, the words and terms used in this Second
-3-
_7)"J
ON
1213 -93 -31666 • •
Supplemental Indenture shall have the meanings specified in the
Original Indenture.
Section Two. Confirmation of Original Indenture. The
Original Indenture and this Second 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.
Indenture.
Section Three. Amendments to Section 101 of the Original
(a) The definition of the term "Payment Date" is
hereby amended and restated to read in full as follows:
"'Payment Date' - February 25, May 25,
August 25, and November 25 of each year,
commencing February 25, 1985 to and including
November 25, 1993, and March 31, June 30, Sep-
tember 30, and December 31 of each year, com-
mencing March 31, 1994.11
(b) The definition of the term "Prime Rate" is
hereby amended by adding at the end thereof the following proviso:
"; and provided further, that from and
after January 19, 1994, for the 1984 Class A
Bonds, the term "Prime Rate" shall mean that
rate of interest set forth from time to time
by Brown Brothers Harriman & Co., Philadel-
phia, Pennsylvania, as its base rate."
-4-
1213 -93 -31666 • •
Section Four. Amendments to Section 202 of the Original
Indenture.
(a) Section 202.A.(1) of the Original Indenture is
hereby amended by deleting the fourth sentence and inserting in
lieu thereof the following:
"Principal of the Series 1984 Bonds is payable
quarterly on each Payment Date beginning March
31, 1994, as follows: for the 1984 Class A
Bonds, 12 payments of $119,397.14 each, fol-
lowed by 51 payments of $59,698.57 each, and a
final payment on December 31, 2009 in the
amount of $94,404.34; and for the 1984 Class B
Bonds, 12 payments of $130,602.86 each, fol-
lowed by 51 payments of $65,301.43 each, and a
final payment on December 31, 2009 in the
amount of $102,392.64."
(b) Section 202.A(1) of the Original Indenture is hereby
amended by adding at the end thereof the following:
"Effective as of January 19, 1994, the form of
the Series 1984 Bonds shall be as set forth in
Exhibit C hereto. -,
(c) Section 202.A.(2)(a) of the Original Indenture is
hereby amended by deleting the phrase "or the Adjusted Tax Exempt
Rate "; by redesignating clause "(ii)" thereof as clause "(iii)11;
and, by adding a new clause (ii) to read as follows:
"From and after January 19, 1994, the Stated
Rate on the 1984 Class A Bonds shall be a rate
of interest per annum equal to 73.4% of the
Prime Rate determined for each quarterly
period as of the preceding interest payment
date;"
-5-
i +rte as r r r r
1213 -93- 316669
49
(d) Section 202.A.(2)(c) of the Original Indenture is
hereby deleted.
Section Five. Amendment to Section 301 of the Original
Indenture. Section 301 of the Original Indenture is hereby amended
and restated to read in its entirety as follows:
"Principal due on the Series 1984 Bonds shall
be subject to prepayment or redemption prior
to maturity as set forth in the form of Series
1984 Bond hereinabove set forth or set forth
in any supplemental indenture entered into in
connection with amending the terms of the
Series 1984 Bonds; provided that any redemp-
tion in whole or in part of either the 1984
Class A Bonds or the 1984 Class B Bonds shall
require a concomitant redemption, in whole or
in part, of the other class of Series 1984
Bonds; and, provided further that the Series
1984 Bonds shall be subject to redemption in
whole or from time to time in part at, any
time, at the option of the holder thereof, on
the one hundred and eighty -first (181st) day
following written demand from the holder to
the City and the Company."
Section Six. Addition of Exhibit C to Original Inden-
ture. The Original Indenture is hereby amended by adding thereto
a new Exhibit "C" setting forth the form of the Series 1984 Bonds
as amended by this Second Supplemental Indenture, to read as set
forth in Exhibit C hereto.
Section Seven. Effective Date; Counterparts: Reguired
Consents. This Second Supplemental Indenture shall be given effect
as of January 19, 1994, provided, however, that in no event shall
this Second Supplemental Indenture become effective unless t`:e
pq
.D- �
1213 -93 -31666 • •
50
Lessee and the holder of all outstanding Series 1984 Bonds shall
have consented thereto, as evidenced by their execution and
delivery of a Consent in the form attached as Exhibit A hereto.
This Second Supplemental Indenture may be executed in one or more
counterparts, each of which shall be deemed as original but all of
which, together, shall be deemed to be one instrument.
IN WITNESS WHEREOF, the CITY OF LITTLE ROCK, ARKANSAS,
has caused this Second 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 BROWN BROTHERS
HARRIMAN TRUST COMPANY, as Trustee, has caused this Second
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:
(SEAL)
City Clerk
ATTEST:
(SEAL)
Authorized Officer
CITY OF LITTLE ROCK, ARKANSAS
-7-
By:
Mayor
BROWN BROTHERS HARRIMAN TRUST
COMPANY
New York, New York
By:
Authorized Officer
n -9
• VF
Exhibit A •
-jZ 4183.3
Tract I: Tract 0, Area 103, Little Rock Port Industrial Park of the
City of Little Rock, Pulaski County, Arkansas.
Tract II: Part of Area 103, Little Rock Port Industrial Park of the
City of Little Rock, Pulaski County, Arkansas, being more
particularly described as follows:
(gearing based on pagis monumentatlon, grid North)
Beginning at the Northeast corner of Tract 0, Area 103, Little Rock
Port Industrial Park of the City of Little Rock, said point being
located on the South right of way of line Frazier Pike; thence South
87 degrees 51 minutes 26 seconds East 15 feet along said South right
of way line to a point; thence South 02 degrees 09 minutes 38 seconds
West 1260.24 feet (1260.25 feet Deed) to a point on the South line of
the Little Rock Port Industrial Park; thence'North 87 degrees 47
minutes 32 seconds West 15 feet along said South line to the
Southeast corner Tract D, Area 103; thence North 02 degrees 09
minutes 38 seconds East 1260.22 feet (1260.24 feet Deed) along the
East line of Tract 0, Area 103 to the point of beginning.
0
0 0
ACKNOWLEDGEMENT
STATE OF ARKANSAS )
ss.
COUNTY OF PULASKI )
52
On this day of , 1994,
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
Mayor and City Clerk, respectively, of the CITY OF LITTLE ROCK,
ARKANSAS, to me personally known, who stated that they were duly
authorized in their respective capacities to execute the forego-
ing 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 , 1994.
Notary Public
My Commission Expires:
S E A L
I - -
iir� r�, r� r; � r �■
0
STATE OF NEW YORK
COUNTY OF NEW YORK
ACKNOWLEDGEMENT
}
ss.
53
On this day of , 1994,
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 BROWN
BROTHERS HARRIMAN TRUST COMPANY, a New York banking institution,
to me personally known, who stated that they were duly authorized
in their respective capacities to execute the foregoing instru-
ment for and in the name and on behalf of the said institution,
and further stated and acknowledged that they had so signed,
executed and delivered the foregoing instrument for the consider-
ations, uses and purposes therein mentioned and set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and
official seal this day of , 1994.
Notary Public
My Commission Expires:
(S E A L)
M!
I
1213 -93 -3166
Exhibit C
(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:
54
That the City of Little Rock, Pulaski County, Arkansas
(the "City ") , for value received, promises to pay to
, or to registered assigns, in quarterly installments in
the amounts and on the Payment Dates set forth below, 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 Authentication Date hereof (defined in the
Indenture) (to and including January 18, 1994, and equal to 73.4%
of the Prime Rate from and after January 19, 19941 [to and
including June 30, 1992, and equal to 81% of the Prime Rate from or
after July 1, 19921, 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 November 25 of each year
commencing February 25, 1985 to and including November 25, 1993,
and on March 31, June 30, September 30 and December 31 of each year
commencing March 31, 1994 (each, a "Payment Date "). The principal
hereof is payable quarterly on each Payment Date beginning March
31, 1994, as follows: twelve payments of [$119,397.141
[$130,602.86] each, followed by fifty -one payments of [$59,698.57)
[$65,301.43] each, and a final payment at maturity on December 31,
2009, in the amount of [$94,404.34] [$102,392.64].
C -1
07
T-/3
1213 -93 -31666 • •
v J
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, Brown Brothers Harriman Trust Company, New York,
New York, as Bond Registrar (or its successor under the Indenture) .
The last maturing principal hereof is payable upon surrender of
this Bond at the principal trust office of the Trustee.
The Stated Rate hereof is subject to the following: The
Stated Rate shall be adjusted to equal the "Adjusted Tax Exempt
Rate" (for periods prior to January 19, 1994) 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.
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 B]" is one of a series of Bonds in the original
principal amount of $10,000,000 that has been divided, effective
July 1, 1992, into two (2) classes, Class A and Class B, each in
the original 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 a Trust Indenture dated as of
November 1, 1984, as amended and supplemented by a Supplemental
Indenture dated as of July 1, 1992, and by a Second Supplemental
Indenture dated as of January 19, 1994, (the "Indenture ") and,
except as otherwise provided in the Indenture, are all equally and
ratably secured and entitled to the protection given thereby. 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
C -2
,e-&7
D -/4
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.
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"); pursuant to Ordinance
No. 14,750 of the City, adopted and approved on the 2nd day of
October, 1984, which originally authorized the execution and
delivery of the Indenture; pursuant to Resolution No. 8727 of the
City, adopted and approved on the 16th day of June, 1992, which
authorized the execution and delivery of the aforementioned
Supplemental Indenture; and pursuant to a resolution of the City,
adopted and approved on the eighteenth day of January, 1994, which
authorized the execution and delivery of the aforementioned Second
Supplemental Indenture. The Series 1984 Bonds are not general
obligations of the City but are special obligations 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 Company, 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 ". Revenues (defined in the Indenture but
including particularly rent under the Lease Agreement) have been
duly pledged by the Indenture to the payment of the principal of,
premium, if any, and the interest on the Bonds. In addition, the
payment of the principal, 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 July 1, 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
C -3
'04?
E-/
1213
-93 -31666 •
•
v�
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.
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"); pursuant to Ordinance
No. 14,750 of the City, adopted and approved on the 2nd day of
October, 1984, which originally authorized the execution and
delivery of the Indenture; pursuant to Resolution No. 8727 of the
City, adopted and approved on the 16th day of June, 1992, which
authorized the execution and delivery of the aforementioned
Supplemental Indenture; and pursuant to a resolution of the City,
adopted and approved on the eighteenth day of January, 1994, which
authorized the execution and delivery of the aforementioned Second
Supplemental Indenture. The Series 1984 Bonds are not general
obligations of the City but are special obligations 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 Company, 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 ". Revenues (defined in the Indenture but
including particularly rent under the Lease Agreement) have been
duly pledged by the Indenture to the payment of the principal of,
premium, if any, and the interest on the Bonds. In addition, the
payment of the principal, 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 July 1, 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
C -3
'04?
E-/
� = r = M
1213 -93 -31666 •
M �
•
M M� M
r!
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.
Principal of the Series 1984 Bonds is subject to optional
and mandatory redemption prior to maturity as follows:
(1) Principal of the Series 1984 Bonds may be redeemed,
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 Property or from the Lessee's
exercising an option to purchase pursuant to the provisions of
Section 2102 A of the Lease Agreement or (b) in whole or in part in
the event of damage to or destruction of the Mortgaged Property, as
set forth in Section 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 redeemed 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 interest to the
redemption date.
(3) Principal of the Series 1984 Bonds may be redeemed,
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 shall be redeemed
in whole or from time to time in part at any time, on the one
hundred and eighty -first (181st) 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 of less than all principal amount
outstanding of the Series 1984 Bonds shall be proportionate between
the Class A Bonds and Class B Bonds, and shall be proportionate
between or among holders of the Bonds within each such class in
accordance with the outstanding principal amount held by each such
holder on the date thereof.
The Trustee, at the expense of the City, shall mail
notice of any call for redemption pursuant to paragraphs (1) or (2)
C -4
=I.
(p%
F -2
1213 -93 -31666 • •
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
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 registration
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 not less than $100,000. Subject to the limita-
tions 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 denominations.
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 principal of, premium, if
any, and interest on the Bonds as the same became due and payable
will be sufficient in amount for that purpose.
C -5
R -,IP7
1213 -93 -31666 • •
09
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 5th day of November, 1984 (the "Effective Date ").
CITY OF LITTLE ROCK, ARKANSAS
ATTEST:
By:
�ity Clerk Mayor
(SEAL)
Cw a
4V7
r -q
1213 -93- 31666 • • G 0
(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.
BROWN BROTHERS
COMPANY
New York, New York
TRUSTEE
is \:�: #Iu ►S \��Y :i�l.'Y1
Date: By:
Authorized Signature
C -7
E -5
1213 -93 -31666 • • �1
(Form of Assignment)
ASSIGNMENT
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
W.-