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16745ORDINANCE NO. 16,745 AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF AIRPORT 441 REVENUE BONDS FOR THE PURPOSE OF REFUNDING OUTSTANDING AIRPORT REVENUE BONDS; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER TRUST INDENTURE AND A SUPPLEMENTAL TRUST INDENTURE; AND PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the Little Rock Regional Airport and its related properties and facilities (the "Airport ") are being operated, managed and maintained by the Little Rock Municipal Airport Commission (the "Commission "), which was created pursuant to Act No. 53 of the Acts of Arkansas of 1949, as amended, and Initiated Ordinance No. 8511 of the City of Little Rock, Arkansas (the "City "); and WHEREAS, the Commission has determined that its Municipal Airport Revenue Refunding and Improvement Bonds, Series 1984 and its Municipal Airport Revenue Improvement Bonds, Series 1985, should be refunded (collectively the "Prior Issues "). The Commission has requested that the Board of Directors of the City (the 'Board of Directors ") authorize the sale and issuance of airport revenue refunding bonds in multiple series in the principal amount of not to exceed $12,500,000 for the purposes of refunding the Prior Issues, establishing a Debt Service Reserve Fund and paying expenses incidental thereto and bond issuance costs; and WHEREAS, the initial series of Bonds will be issued in the principal amount of $4,935,000 (the "Series 1994 Bonds "); and NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the City of Little Rock, Arkansas: Section 1. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Act No. 53 of the Acts of Arkansas of 1949, as amended, and Act No. 974 of the Acts of Arkansas of 1985, as amended, City of Little Rock, Arkansas Airport Revenue Refunding Bonds (the "Bonds ") are hereby authorized and ordered sold and issued in multiple series in the total principal amount of not to exceed $12,500,000. The Bonds shall not be general obligations of the City, but shall be special obligations payable solely from Airport revenues and certain other funds more specifically identified in the Master Indenture and the Supplemental Indenture (identified hereinafter). Section 2. The issuance of the initial series of the Bonds, the Series 1994 Bonds, is hereby authorized for the purposes of (i) providing funds to currently refund the City's outstanding Municipal Airport Revenue Refunding and Improvement Bonds, Series 1984, in the present outstanding principal amount of $5,140,755, (ii) to fund the Series 1994 Debt Service Reserve Subaccount, and (iii) to pay the costs of issuance of the Series 1994 Bonds. The Series 1994 Bonds will mature, bear interest and be subject to redemption in accordance with the provisions of the Supplemental Indenture (identified hereinafter). The subsequent series of the Bonds, the proceeds of which will be used to refund the City's outstanding Municipal Airport Revenue Improvement Bonds, Series 1985, will be sold to the Underwriters (identified hereinafter) pursuant to a forward delivery contract, the terms and conditions of which will be presented for approval by the Board of Directors in a subsequent ordinance. Section 3. The Bonds shall be sold to A.G. Edwards & Sons, Inc., Hill, Crawford & Lanford, Inc., and M.R. Beal & Company (collectively the "Underwriters "). The Underwriters propose to purchase the 075 5� 0 0 M M Series 1994 Bonds pursuant to a bond purchase agreement in substantially the form submitted to the meeting at which this Ordinance is adopted (the "Bond Purchase Agreement "). All actions heretofore taken by the Mayor, City Clerk, and Treasurer in connection with the offering of the Series 1994 Bonds, including the preparation and distribution of the Preliminary Official Statement, preparation of the Official Statement, and preparation of this Ordinance (the "Authorizing Ordinance ") are hereby in all respects ratified and approved. The Official Statement is deemed a final Official Statement for purposes of the Securities and Exchange Commission Rule 15(c) 2 -12. The Official Statement of the City in the form presented at this meeting with such changes, omissions, insertions and revisions as the Mayor, City Clerk, and Treasurer shall deem advisable is hereby authorized and approved and the Treasurer shall sign and deliver such final Official Statement to the Underwriters for distribution to the owners of the bonds and other interested persons. Section 4. The appointment of First Commercial Trust Company, National Association, to serve as trustee for the Series 1994 Bonds is hereby approved (the "Trustee "). Section S. To prescribe the terms and conditions upon which the Bonds are to be executed, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Master Trust Indenture and a Supplemental Trust Indenture (collectively the "Indenture ") between the City and the Trustee, and the City Clerk is hereby authorized and directed to execute and acknowledge the Indenture and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Indenture to be accepted, executed and acknowledged by the Trustee. The Indenture is hereby approved in substantially the form submitted to this meeting. Section 6. The Mayor, the City Clerk, the City Director of Finance and Treasurer, and the Commission, for and on behalf of the City, are authorized and directed to do any and all things necessary to effect the execution and delivery of the Indenture, the performance of all obligations of the City under the Indenture, the issuance, execution, sale and delivery of the Bonds, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance. The Mayor, City Clerk, the City Director of Finance and Treasurer, and the Commission are further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. Section 7. The appointment of Wright, Lindsey & Jennings and Mays & Crutcher, P.A. as Co -Bond Counsel is hereby approved and ratified. Section 8. It is hereby found and declared that an immediate need exists for refunding of the Prior Issues in order to achieve the most cost effective financing for the City's Airport facilities. It is, therefore, declared that an emergency exists. This Ordinance, being necessary for the immediate preservation of the public peace, health and safety, shall take effect and be in force from and after its passage. 442 1 ORDINANCE NO. 16,745 PASSED: September 14, 1994 ATTEST: UL . e, glI ,&CGJ a ROBBIE HANCOCK, CITY CLERK APPROVED AS TO FORM: THOMAS M. CARPENTER CITY ATTORNEY g:bon250A33 3 APPROVED: JIM LEY, MAYOR 443