20592\`I {I1111111/1///
�� . '.;a�� << • . C' =; 2012035660 Received: 6/13/2012 11:54:19 AM
C-1 Recorded: 06113/2012 12:00:47 PM Filed &
Lu : + Recorded in Official Records of Larry Crane,
PULASKI COUNTY CIRCUIT /COUNTY CLERK
\�,V CID Fees $40.00
ORDINANCE NO. 20,592
P� P
3 AN ORDINANCE TO AUTHORIZE THE ISSUANCE OF INDUSTRIAL
4 DEVELOPMENT REVENUE BONDS UNDER THE MUNICIPALITIES
5 AND COUNTIES INDUSTRIAL DEVELOPMENT REVENUE BOND
6 LAW FOR THE PURPOSE OF SECURING AND DEVELOPING
7 INDUSTRY (THE PARTICULAR INDUSTRIAL PROJECT IS
8 DESCRIBED IN THE ORDINANCE); TO AUTHORIZE THE SALE OF
9 THE BONDS AND THE APPROVAL OF A BOND PURCHASE
10 AGREEMENT AND AN AMENDED PAYMENT IN LIEU OF TAXES
11 AGREEMENT IN CONNECTION THEREWITH; TO AUTHORIZE THE
12 EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST
13 INDENTURE SECURING THE BONDS; TO AUTHORIZE AND
14 PRESCRIBE CERTAIN MATTERS PERTAINING TO THE
15 INDUSTRIAL PROJECT, THE ACQUISITION, CONSTRUCTION, AND
16 EQUIPPING THEREOF, AND THE FINANCING THEREOF; TO
17 AUTHORIZE THE EXECUTION AND DELIVERY OF A FIRST
18 AMENDMENT TO LEASE AGREEMENT RELATING TO THE
19 PROJECT; TO DECLARE AN EMERGENCY; AND FOR OTHER
20 PURPOSES.
21
22 WHEREAS, the City of Little Rock, Arkansas, is authorized by the Municipalities and Counties
23 Industrial Development Revenue Bond Law, as amended, Ark. Code Ann. §§ 14- 164 -201 to -224 (the
24 "Act "), to acquire lands, construct and equip industrial buildings, improvements, and facilities, and incur
25 other costs and expenses and make other expenditures incidental to and for the implementing and
26 accomplishing of the conduct of industrial operations; and
27 WHEREAS, the City is authorized by the Act to issue industrial development revenue bonds payable
28 from revenues derived from the industrial project so acquired, constructed, and equipped; and
29 WHEREAS, the City has previously issued its $26,250,000 Taxable Industrial Development
30 Revenue Bonds (Welspun Tubular LLC Project), Series 2012 -A, dated May 29, 2012, and $5,000,000
31 Taxable Industrial Development Subordinate Lien Refunding Revenue Bonds (Welspun Tubular LLC
32 Project), Series 2012 -13, dated May 29, 2012, pursuant to a Trust Indenture, dated as of April 1, 2012 (the
[Page 1 of 61
1 "Original Indenture "), by and between the City and Regions Bank, as Trustee (the "Trustee "), for the
2 purpose of financing and refinancing a substantial industrial project consisting of the acquisition of land
3 and buildings, construction and renovation of buildings, and acquisition and installation of equipment, all
4 located at 8200 Frazier Pike, Little Rock, Arkansas, 72206 (the "Original Project "), which is leased to
5 Welspun Tubular, LLC (the "Company "), pursuant to a Lease Agreement, dated as of April 1, 2012 (the
6 "Original Lease "), and utilized in the Company's business of manufacturing steel pipes; and
7 WHEREAS, the Company has evidenced its interest in acquiring, constructing, and equipping
8 improvements and additions to the facilities located at 8200 Frazier Pike (the "2012 -C Project "; the
9 Original Project together with the 2012 -C Project is referred to as the "Project ") if the permanent
10 financing can be provided through the issuance of bonds under the authority of the Act; and
11 WHEREAS, to provide permanent financing of a portion of the costs of the 2012 -C Project, the City
12 will issue a series of its taxable industrial development revenue bonds under the provisions of the Act
13 designated "City of Little Rock, Arkansas Taxable Industrial Development Revenue Bonds ( Welspun
14 Tubular LLC Project), Series 2012 -C (ERW)," in the principal amount of $28,750,000 (the "Series 2012-
15 C (ERW) Bonds "); the Series 2012 -A Bonds, the Series 2012 -B Bonds, and the Series 2012 -C (ERW)
16 Bonds are referred to collectively as the "Bonds "); and
17 WHEREAS, the Series 2012 -C (ERW) Bonds will be issued pursuant to the provisions of the
18 Original Indenture, as supplemented by a First Supplemental Trust Indenture, dated as of July 1, 2012
19 (the "First Supplemental Trust Indenture "), between the City and the Trustee; and
20 WHEREAS, the Original Lease will be amended to add the 2012 -C Project and make other
21 provisions relating to the Series 2012 -C (ERW) Bonds pursuant to a First Amendment to Lease
22 Agreement, dated as of July 1, 2012 (the "First Amendment to Lease Agreement "; the Original Lease, as
23 amended by the First Amendment to Lease Agreement, is referred to as the "Lease Agreement "), by and
24 between the City and the Company; and
25 WHEREAS, to induce the City to proceed with the issuance of the Series 2012 -C (ERW) Bonds for
26 the purposes indicated, which will inure to the benefit of the Company, the City and the Company will
27 enter into an Amended Payment in Lieu of Taxes Agreement (the "Amended PILOT Agreement ") with
28 respect to the Project; and
29 WHEREAS, an open public hearing on the question of the issuance of the Series 2012 -C (ERW)
30 Bonds was held before the Board of Directors of the City on March 6, 2012, following publication of
31 notice in the Arkansas Democrat - Gazette on February 25, 2012; and
32 WHEREAS, the City proposes to sell the Series 2012 -C (ERW) Bonds to Welspun Pipes, Inc. (the
33 "Purchaser ") pursuant to a Bond Purchase Agreement by and between the City and the Purchaser; and
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1 WHEREAS, the 2012 -C Project will furnish additional employment and other benefits to and be in
2 the best interest of the City and its residents;
3 NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY
4 OF LITTLE ROCK, ARKANSAS that:
5 Section 1. There be, and there is hereby authorized and directed the following:
6 (a) The issuance of the Series 2012 -C (ERW) Bonds in the principal amount of $28,750,000 and the
7 sale of the Series 2012 -C (ERW) Bonds to the Purchaser for a price of par upon the terms and conditions
8 set forth in the Bond Purchase Agreement.
9 (b) The execution and delivery of the Bond Purchase Agreement by the Mayor on behalf of the City
10 generally in the form submitted to this meeting, it being understood that subsequent changes thereto shall
11 be approved by the Mayor or such other person or persons executing the document, their execution to
12 constitute conclusive evidence of such approval without further consent or approval by the City. An
13 executed copy of the Bond Purchase Agreement shall be filed in the City Clerk's Office.
14 (c) The execution and delivery of the Amended PILOT Agreement by the Mayor on behalf of the
15 City, with such changes as shall be approved by such persons executing the document, its execution to
16 constitute conclusive evidence of such approval. An executed copy of the Amended PILOT Agreement
17 shall be filed in the City Clerk's Office.
18 (d) The acquisition, construction, and equipping of the 2012 -C Project, and, in connection therewith,
19 the execution of any necessary architectural, engineering, or construction contracts or the acceptance of
20 an assignment of any such contracts previously executed by the Company for the construction and
21 equipping of the 2012 -C Project.
22 (e) The performance of all obligations of the City under the Lease Agreement pertaining to the
23 acquisition, construction, and equipping of the Project.
24 (f) The granting in favor of the Trustee of mortgage liens encumbering the Project and the granting of
25 security interests in and the equipment and personal property located within the Project.
26 (g) The collateral assignment of the Lease Agreement and all amendments thereto to the Trustee as
27 security for the payment of the Bonds.
28 Section 2. The Series 2012 -C (ERW) Bonds shall be dated the date of their initial authentication and
29 delivery, shall bear interest from such date, shall be payable (subject to prior redemption) in fourteen
30 consecutive quarterly payments equal to 1/14 of the original principal amount of the Series 2012 -C
31 (ERW) Bonds plus accrued interest commencing eleven (11) calendar quarters after the date of the Series
32 2012 -C (ERW) Bonds, with the final payment to be due no later six (6) years following the date of the
33 Series 2012 -C (ERW) Bonds, and shall bear interest at a floating rate of interest equal to LIBOR plus
34 3.78% payable commencing one calendar quarter after the date of the Series 2012 -C (ERW) Bonds, as
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1 described in the Indenture. The Series 2012 -C (ERW) Bonds shall be issued on a parity of security,
2 repayment, and interest with the Series 2012 -A Bonds and shall be superior in security, repayment, and
3 interest to the Series 2012 -B Bonds.
4 Section 3. To provide the terms and conditions upon which the Series 2012 -C (ERW) Bonds are to be
5 secured, executed, authenticated, issued, accepted, and held, the Mayor is hereby authorized and directed
6 to execute and acknowledge the First Supplemental Trust Indenture, including without limitation the
7 mortgage lien and security interests granted therein, and the City Clerk is hereby authorized and directed
8 to execute and acknowledge the First Supplemental Trust Indenture and to affix the seal of the City
9 thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the First Supplemental
10 Trust Indenture to be accepted, executed, and acknowledged by the Trustee without further consent or
11 approval by the City. The First Supplemental Trust Indenture is hereby approved in generally the form
12 submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Company,
13 and the Purchaser in order to complete the First Supplemental Trust Indenture in generally the form
14 submitted to this meeting, it being understood that subsequent changes thereto shall be approved by the
15 Mayor or such other person or persons executing the documents, their execution to constitute conclusive
16 evidence of such approval without further consent or approval by the City with such changes as shall be
17 approved by such.
18 (Notice is given that, pursuant to the Act, a copy of the First Supplemental Trust
19 Indenture, in generally the form authorized to be executed, is on file with the City Clerk
20 of the City of Little Rock and are available for inspection by any interested person.)
21 Section 4. There be, and there is hereby, authorized and directed the execution and delivery of the
22 First Amendment to Lease Agreement, and the Mayor and City Clerk are hereby authorized to execute,
23 acknowledge, and deliver the First Amendment to Lease Agreement for and on behalf of the City. The
24 First Amendment to Lease Agreement is hereby approved in generally the form submitted to this meeting,
25 and the Mayor is hereby authorized to confer with the Company, the Trustee, and the Purchaser in order
26 to complete the First Amendment to Lease Agreement in generally the form submitted to this meeting, it
27 being understood that subsequent changes thereto shall be approved by the Mayor or such other person or
28 persons executing the document, their execution to constitute conclusive evidence of such approval.
29 (Notice is given that, pursuant to the Act, a copy of the First Amendment to Lease
30 Agreement, in generally the form authorized to be executed, is on file with the City Clerk
31 of the City of Little Rock and is available for inspection by any interested person.)
32 Section 5. The Mayor and City Clerk, for and on behalf of the City, be, and they are hereby
33 authorized and directed to do any and all things necessary to effect the execution of the First Amendment
34 to Lease Agreement and the performance of the City's obligations under the Lease Agreement; the
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1 execution and delivery of the First Supplemental Trust Indenture, including without limitation the
2 mortgage lien and security interests granted therein, its execution and acceptance by the Trustee, and the
3 performance of all obligations of the City under and pursuant to the Indenture; the execution and delivery
4 of the Series 2012 -C (ERW) Bonds, the Bond Purchase Agreement, and the Amended PILOT Agreement;
5 and the performance of all other acts of whatever nature necessary to effect and carry out the authority
6 conferred by this ordinance. The Mayor and the City Clerk are further authorized and directed, for and on
7 behalf of the City, to execute all papers, documents, certificates, and other instruments that may be
8 required for the carrying out of such authority or to evidence the exercise thereof.
9 Section 6. Since the City is here involved with the acquisition, constructing, and equipping of a
10 complex industrial project, requiring highly specialized work and specialized types of machinery and
11 equipment, it has been and is hereby determined by the Board of Directors that competitive bidding be,
12 and the same is hereby, waived as to this particular industrial project. This action is taken by the Board of
13 Directors pursuant to applicable laws of the State of Arkansas, including particularly the Act.
14 Section 7. All actions heretofore taken by the City, the Company, and the Purchaser in connection
15 with the offer and sale of the Series 2012 -C (ERW) Bonds are hereby in all respects ratified and
16 approved.
17 Section 8. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or
18 word of this ordinance is declared or adjudged to be invalid or unconstitutional, such declaration or
19 adjudication shall not affect the remaining portions of this ordinance, which shall remain in full force and
20 effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part of this
21 ordinance.
22 Section 9. Repealer. All ordinances or resolutions of the City in conflict herewith are hereby repealed
23 to the extent of such conflict.
24 Section 10. There is hereby found and declared to be an immediate need for the securing and
25 developing of substantial industrial operations in order to provide additional employment, alleviate
26 unemployment, and otherwise benefit the public health, safety, and welfare of the City and the inhabitants
27 thereof, and the issuance of the Series 2012 -C (ERW) Bonds authorized hereby and the taking of the other
28 action authorized herein are immediately necessary in connection with the securing and developing of
29 substantial industrial operations and deriving the public benefits referred to above. It is therefore, declared
30 that an emergency exists and this ordinance, being necessary for the immediate preservation of the public
31 health, safety, and welfare, shall be in force and take effect immediately upon and after its passage.
32 PASSED: June 12, 2012
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ATTEST:
Clerk
LEGAL FORM:
oY G ZC�t t c �c !
Thomas M. Carpenter, City A rney
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APPRO
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Mark Stodola, Mayor
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