17220• �
ORDINANCE NO. 17,220 392
AN ORDINANCE AUTHORIZING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT
REVENUE BONDS FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING FOR
INDUSTRIAL FACILITIES; AUTHORIZING A TRUST INDENTURE SECURING THE BONDS;
AUTHORIZING A LEASE AGREEMENT BETWEEN THE CITY OF LITTLE ROCK,
ARKANSAS, AS LESSOR, AND LEXICON, INC., AS LESSEE; AUTHORIZING AN OFFICIAL
STATEMENT RELATING TO THE BONDS; AUTHORIZING A BOND PURCHASE
AGREEMENT PROVIDING FOR THE SALE OF THE BONDS; AUTHORIZING AND
PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN
EMERGENCY.
WHEREAS, the City of Little Rock, Arkansas (the "City") is authorized and empowered 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, and Arkansas Code Annotated Title 14, Chapter 164,
Subchapter 2 (the "Act "), to issue revenue bonds and to expend the proceeds thereof to finance the
acquisition, construction and equipment of lands, buildings or facilities which could be used in securing or
developing industry; and
WHEREAS, it is proposed that the City provide permanent financing, through the issuance of
revenue bonds under the Act, for the cost of acquiring, constructing and equipping certain industrial facilities
consisting of machinery, equipment and facilities (the "Project "), and that the City lease the Project to
Lexicon, Inc., an Arkansas corporation (the "Company "), as part of an industrial plant operated by the
Company in the Little Rock Port Authority; and
WHEREAS, the City, pursuant to notice thereof published in the Arkansas Democrat- Gazette on
June 9, 1996, conducted a public hearing on the proposed issuance of the Bonds on June 25, 1996, in
accordance with state and federal law; and
WHEREAS, pursuant to and in accordance with the provisions of the Act, the City is now prepared
to proceed with financing the Project and to issue and sell 54,575,000 in principal amount of its
Collateralized Industrial Development Revenue Bonds (Lexicon, Inc. Project) Series 1996 (the "Bonds "),
to provide such financing; and
WHEREAS, copies of the hereinafter described Trust Indenture, Lease Agreement, Private Placement
Memorandum and Bond Purchase Agreement have been presented to and are before this meeting; and
WHEREAS, the Bonds are to be sold and delivered in one series, in the principal amount of
$4,575,000, dated, bearing interest, maturing and subject to redemption as hereinafter set forth in the form
of Trust Indenture authorized by this Ordinance;
NOW, THEREFORE, BE IT ORDAINED, by the Board of Directors of the City of Little Rock,
Arkansas:
Section 1. That the issuance of the Bonds is hereby authorized. The Bonds shall be issued in the
forms and denominations, shall be dated, shall be numbered, shall mature, shall bear interest (at interest
rates resulting in a net interest cost not greater than 6.75% per annum), and shall be subject to redemption
prior to maturity all upon the terms and conditions recommended by the Company and set forth in the Trust
Indenture (hereinafter authorized) securing the Bonds.
Section 2. That Crews & Associates, Inc. will serve as Placement Agent in connection with the sale
of the Bonds (the 'Placement Agent "). The Placement Agent will ensure that the Bonds are sold to no more
than thirty -five (35) persons each of whom the Placement Agent reasonably believes (i) has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and risks of the
prospective investment, and (ii) is not purchasing for more than one account or with a view to distributing
the Bonds. The Bonds will be sold to the Purchasers upon the terms and conditions set forth in the Bond
Purchase Agreement, which is hereby authorized and approved to be executed and delivered substantially
in the form presented to this meeting.
Section 3. To prescribe the terms and conditions upon which the Bonds are to be executed,
authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute
and acknowledge a Trust Indenture by and between the City and The Texarkana National Bank, Texarkana,
Texas (the "Trustee') which banking institution will act as Trustee thereunder, dated as of the date of the
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Bonds (the "Indenture "), 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, and the Mayor is hereby
authorized to confer with the Trustee, the Company, and the Placement Agent in order to complete the
Indenture in substantially the form submitted to this meeting with such changes as shall be approved by such
persons executing the document, their execution to constitute conclusive evidence of such approval.
Section 4. That there be and is hereby authorized the execution and delivery of a Lease Agreement
by and between the City, as Lessor, and the Company, as Lessee (the "Lease Agreement "), and the Mayor
and City Clerk are hereby, authorized to execute, acknowledge and deliver the Lease Agreement for and
on behalf of the City. The Lease Agreement is hereby approved substantially in the form submitted to this
meeting, and the Mayor is hereby authorized to confer with the Company, the Trustee and the Placement
Agent in order to complete the Lease Agreement in substantially the form submitted to this meeting with
such changes as shall be approved by such persons executing the document, their execution to constitute
conclusive evidence of such approval.
Section 5. That there is hereby authorized the preparation, execution and distribution by the
Placement Agent to the prospective purchasers a Private Placement Memorandum in the name of the City,
describing the City, the Company, the Project, the Bonds, the Lease Agreement and the Indenture, and
setting forth such other information as may be determined to be necessary or desirable by the Placement
Agent and the City. The Private Placement Memorandum is hereby approved in substantially the form
presented to this meeting with such changes as shall be approved by such persons executing the document,
their execution to constitute conclusive evidence of such approval, and its delivery to the purchasers is
hereby approved.
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Section 6. That the Mayor and the 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 affect the preparation, execution and
delivery of the Private Placement Memorandum, the preparation, execution and delivery of the Bond
Purchase Agreement, the performance of all obligations of the City under and pursuant to the Bond Purchase
Agreement, and delivery of the Lease Agreement, the performance of all obligations of the City under the
Lease Agreement, the preparation, execution and delivery of the Trust Indenture, the performance of all
obligations of the City under and pursuant to the Trust 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. That the Mayor and the 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 including an agreement providing for payments in lieu of taxes, that may be required for
the carrying out of such authority or to evidence the exercise thereof.
Section 7. That the City is hereby involved with the acquiring, constructing and equipping of
industrial facilities, and pursuant to the applicable laws of the State of Arkansas, including particularly the
Act, competitive bidding is waived.
Section 8. 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 in which this Ordinance is adopted for inspection by any
interested persons, a copy of the Trust Indenture and Lease Agreement, and such documents shall be on file
for inspection by any interested person.
Section 9. That the provisions of the Ordinance are hereby declared to be separable, and if any
section, phrase or provisions 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 1 . That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed
to the extent of such conflict.
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Section 11. That there is hereby found and declared to be an immediate need for the securing and
developing of industry in order to provide employment and payrolls, alleviate unemployment and other
benefit the public health, safety and welfare of the City and the inhabitants thereof, and the issuance of the
Bonds authorized hereby and the taking of other action authorized hereby are immediately necessary for the
accomplishing of these public benefits and purposes. It is, therefore, declared that an emergency exists and
this Ordinance is necessary for the immediate preservation of the public peace, health and safety shall be
in full force and effect immediately upon and after its passage.
PASSED: June 25, 1996
ATTEST:
APPROVED:
a011. P. A-4.. a. "'k
CITY CLERK ROBBIE HANCOCK VICE AYOR JOAN ADCOCK
(SEAL)
APPROVED AS TO FORM
City Attorney Thomas 1`1. Carpenter
Qbw6210.065
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