20593IIDF C1RCUj'',
�� „� ;• % 2012035661 Received: 6/13/2012 11:54:20 AM
Recorded: 06/13/2012 12:00:48 PM Filed &
Recorded in Official Records of Larry Crane,
PULASKI COUNTY CIRCUIT /COUNTY CLERK
p' Fees $35.00
1 v '• � co ORDINANCE NO. 20,593
2 CQ!f, ry AR�`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 REFUNDING BONDS PREVIOUSLY
7 ISSUED THEREUNDER (THE PARTICULAR INDUSTRIAL PROJECT
8 IS DESCRIBED IN THE ORDINANCE); TO AUTHORIZE THE SALE OF
9 THE BONDS AND THE APPROVAL OF A BOND PURCHASE
10 AGREEMENT IN CONNECTION THEREWITH; TO AUTHORIZE THE
11 EXECUTION AND DELIVERY OF A THIRD SUPPLEMENTAL TRUST
12 INDENTURE SECURING THE BONDS; TO AUTHORIZE THE
13 EXECUTION AND DELIVERY OF A SIXTH AMENDMENT TO LEASE
14 AGREEMENT RELATING TO THE PROJECT; TO DECLARE AN
15 EMERGENCY; AND FOR OTHER PURPOSES.
16
17 WHEREAS, the City of Little Rock, Arkansas, is authorized by the Municipalities and Counties
18 Industrial Development Revenue Bond Law, as amended, Ark. Code Ann. §§ 14- 164 -201 to -224 (the
19 "Act "), to acquire lands, construct and equip industrial buildings, improvements, and facilities, and incur
20 other costs and expenses and make other expenditures incidental to and for the implementing and
21 accomplishing of the conduct of industrial operations; and
22 WHEREAS, the City is authorized by the Act to issue industrial development revenue bonds payable
23 from revenues derived from the industrial project so acquired, constructed, and equipped, and to refund
24 bonds previously issued for such purposes; and
25 WHEREAS, the City has previously issued its $11,000,000 Taxable Industrial Development
26 Revenue Bonds (Welspun Tubular, L.L.C. Project), Series 2007 -A, dated August 1, 2007 (the "Series
27 2007 -A Bonds "), $50,000,000 Taxable Industrial Development Revenue Bonds (Welspun Tubular LLC
28 Project), Series 2007 -13, dated January 30, 2007 (the Series 2007 -B Bonds "), and $39,000,000 Taxable
29 Industrial Development Revenue Bonds (Welspun Tubular LLC Project), Series 2007 -C, dated
30 December 13, 2007 (the "Series 2007 -C Bonds "), under the provisions of the Act and pursuant to a Trust
31 Indenture, dated as of August 1, 2007, as supplemented (the "Original Indenture "), between the City and
32 Regions Bank, as Trustee (the "Trustee "), for the purpose of financing a substantial industrial project
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1 consisting of the acquisition of approximately 800 acres of land, construction of buildings, and
2 acquisition of equipment, all located at 9301 Frazier Pike, Little Rock, Arkansas, 72206 (the "Project "),
3 which is leased to Welspun Tubular LLC (the "Company ") pursuant to a Lease Agreement, dated as of
4 August 1, 2007, as amended (the "Original Lease "), and utilized in the Company's business of
5 manufacturing steel pipes; and
6 WHEREAS, the Company has requested the City to refund the outstanding Series 2007 -B Bonds;
7 and
8 WHEREAS, to provide for the refunding of the Series 2007 -B Bonds the City will issue a series of
9 its taxable industrial development revenue bonds under the provisions of the Act designated "City of
10 Little Rock, Arkansas Taxable Industrial Development Refunding Revenue Bonds ( Welspun Tubular
11 LLC Project), Series 2012 -D (Spiral)," in the principal amount of $25,000,000 (the "Series 2012 -D
12 (Spiral) Bonds "; the Series 2007 -A Bonds, the Series 2007 -C Bonds, and the Series 2012 -D (Spiral)
13 Bonds are referred to collectively as the "Bonds "); and
14 WHEREAS, the Series 2012 -D (Spiral) Bonds will be issued pursuant to the provisions of a Third
15 Supplemental Trust Indenture, dated as of July 1, 2012 (the Original Indenture, as supplemented by the
16 Third Supplemental Trust Indenture, is referred to as the "Indenture "), between the City and the Trustee;
17 and
18 WHEREAS, the Original Lease will be amended to make provisions relating to the Series 2012 -D
19 (Spiral) Bonds pursuant to a Sixth Amendment to Lease Agreement, dated as of July 1, 2012 (the "Sixth
20 Amendment to Lease Agreement "; the Original Lease, as amended by the Sixth Amendment to Lease
21 Agreement, is referred to as the "Lease Agreement "); and
22 WHEREAS, the City proposes to sell the Series 2012 -D (Spiral) Bonds to Welspun Pipes, Inc. (the
23 "Purchaser "), pursuant to a Bond Purchase Agreement by and between the City and the Purchaser;
24 NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY
25 OF LITTLE ROCK, ARKANSAS that:
26 Section 1. There be, and there is hereby authorized and directed the following:
27 (a) The issuance of the Series 2012 -D (Spiral) Bonds in the principal amount of $25,000,000 and the
28 sale of the Series 2012 -D (Spiral) Bonds to the Purchaser for a price of par upon the terms and conditions
29 set forth in the Bond Purchase Agreement.
30 (b) The execution and delivery of the Bond Purchase Agreement by the Mayor on behalf of the City,
31 in generally the form submitted to this meeting, it being understood that subsequent changes thereto shall
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I be approved the Mayor or such other person or persons executing the document, their execution to
2 constitute conclusive evidence of such approval without further consent or approval by the City. An
3 executed copy of the Bond Purchase Agreement shall be filed in the City Clerk's Office.
4 (c) The performance of all obligations of the City under the Lease Agreement.
5 (d) The current refunding of the Series 2007 -B Bonds.
6 (f) The granting in favor of the Trustee of mortgage liens encumbering the Project and the granting of
7 security interests in and the equipment and personal property located within the Project.
8 (g) The collateral assignment of the Lease Agreement and all amendments thereto to the Trustee as
9 security for the payment of the Bonds.
10 Section 2. The Series 2012 -D (Spiral) Bonds shall be dated the date of their initial authentication and
11 delivery, shall bear interest from such date, shall be payable (subject to prior redemption) in fourteen
12 consecutive quarterly payments equal to 1/14 of the original principal amount of the Series 2012 -D
13 (Spiral) Bonds plus accrued interest commencing eleven (11) calendar quarters after the date of the Series
14 2012 -D (Spiral) Bonds, with the final payment to be due no later six (6) years following the date of the
15 Series 2012 -D (Spiral) Bonds, and shall bear interest at a floating rate of interest equal to LIBOR plus
16 3.07% payable commencing one calendar quarter after the date of the Series 2012 -D (Spiral) Bonds, as
17 described in the Indenture. The Series 2012 -D (Spiral) Bonds shall be issued on a parity of security,
18 repayment, and interest with the Series 2007 -A Bonds and shall be superior in security, repayment, and
19 interest to the Series 2007 -C Bonds.
20 Section 3. To provide the terms and conditions upon which the Series 2012 -D (Spiral) Bonds are to
21 be secured, executed, authenticated, issued, accepted, and held, the Mayor is hereby authorized and
22 directed to execute and acknowledge the Third Supplemental Trust Indenture, including without
23 limitation the mortgage lien and security interests granted therein, and the City Clerk is hereby authorized
24 and directed to execute and acknowledge the Third Supplemental Trust Indenture and to affix the seal of
25 the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Third
26 Supplemental Trust Indenture to be accepted, executed, and acknowledged by the Trustee without further
27 consent or approval by the City. The Third Supplemental Trust Indenture is hereby approved in generally
28 the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the
29 Company, and the Purchaser in order to complete the Third Supplemental Trust Indenture in generally the
30 form submitted to this meeting, it being understood that subsequent changes shall be approved by the
31 Mayor or such other person or persons executing the documents, their execution to constitute conclusive
32 evidence of such approval.
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1 (Notice is given that, pursuant to the Act, a copy of the Third Supplemental Trust
2 Indenture, in generally the form authorized to be executed, is on file with the City Clerk
3 of the City of Little Rock and are available for inspection by any interested person.)
4 Section 4. There be, and there is hereby, authorized and directed the execution and delivery of the
5 Sixth Amendment to Lease Agreement, and the Mayor and City Clerk are hereby authorized to execute,
6 acknowledge, and deliver the Sixth Amendment to Lease Agreement for and on behalf of the City. The
7 Sixth Amendment to Lease Agreement is hereby approved in generally the form submitted to this
8 meeting, and the Mayor is hereby authorized to confer with the Company, the Trustee, and the Purchaser
9 in order to complete the Sixth Amendment to Lease Agreement in generally the form submitted to this
10 meeting, with such changes as shall be approved by such persons executing the document, their execution
11 to constitute conclusive evidence of such approval.
12 (Notice is given that, pursuant to the Act, a copy of the Sixth Amendment to Lease
13 Agreement, in generally the form authorized to be executed, is on file with the City Clerk
14 of the City of Little Rock and is available for inspection by any interested person.)
15 Section 5. The Mayor and City Clerk, for and on behalf of the City, be, and they are hereby
16 authorized and directed to do any and all things necessary to effect the execution of the Sixth Amendment
17 to Lease Agreement and the performance of the City's obligations under the Lease Agreement; the
18 execution and delivery of the Third Supplemental Trust Indenture, including without limitation the
19 mortgage lien and security interests granted therein, its execution and acceptance by the Trustee, and the
20 performance of all obligations of the City under and pursuant to the Indenture; the execution and delivery
21 of the Series 2012 -D (Spiral) Bonds and the Bond Purchase Agreement; and the performance of all other
22 acts of whatever nature necessary to effect and carry out the authority conferred by this ordinance. The
23 Mayor and the City Clerk are further authorized and directed, for and on behalf of the City, to execute all
24 papers, documents, certificates, and other instruments that may be required for the carrying out of such
25 authority or to evidence the exercise thereof.
26 Section 6. All actions heretofore taken by the City, the Company, and the Purchaser in connection
27 with the offer and sale of the Series 2012 -D (Spiral) Bonds are hereby in all respects ratified and
28 approved.
29 Section 7. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or
30 word of this ordinance is declared or adjudged to be invalid or unconstitutional, such declaration or
31 adjudication shall not affect the remaining portions of this ordinance, which shall remain in full force and
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effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part of this
ordinance.
Section 8. Repealer. All ordinances or resolutions of the City in conflict herewith are hereby repealed
to the extent of such conflict.
Section 9. There is hereby found and declared to be an immediate need for the debt service
restructuring to be achieved through the issuance of the Series 2012 -D (Spiral) Bonds in order to achieve
debt service savings and preserve employment, alleviate unemployment, and otherwise benefit the public
health, safety, and welfare of the City and the inhabitants thereof, and the issuance of the Series 2012 -D
(Spiral) Bonds authorized hereby and the taking of the other action authorized herein are immediately
necessary in connection with deriving the public benefits referred to above. It is therefore, declared that
an emergency exists and this ordinance, being necessary for the immediate preservation of the public
health, safety, and welfare, shall be in force and take effect immediately upon and after its passage.
PASSED: June 12, 2012
V
y, Cit,�,Clerk
AS TO LEGAL FORM:
Thomas M. Carpenter, City A rney
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Mark Stodola, Mayor
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