12316ORDINANCE NO. 12,316
AN ORDINANCE DESIGNATING A SUCCESSOR
TRUSTEE UNDER THAT CERTAIN TRUST INDEN-
TURE DATED AS OF AUGUST 1, 1961, SECURING
INDUSTRIAL DEVELOPMENT REVENUE BONDS OF
THE CITY DATED AS OF AUGUST 1, 1961; PRE-
SCRIBING OTHER MATTERS RELATING THERETO:
AND DECLARING AN EMERGENCY.
WHEREAS the City of Little Rock, Arkansas (the "City ")
and Union National Bank of Little Rock, Little Rock, Arkansas executed a
Trust Indenture dated as of August 1, 1961, recorded in the office of the
Circuit Clerk and Ex Officio Recorder of Pulaski County, Arkansas, at
Record Book Volume 867, Page 394 (the "Original Trust Indenture ") secur-
ing Industrial Development Revenue Bonds of the City in the aggregate
principal amount of $1, 400, 000, having been issued to finance an indus-
trial project leased to Jacuzzi Bros. , Incorporated, a California corporation
( "Jacuzzi "); and
WHEREAS Union National Bank of Little Rock has resigned as
Trustee under the Original Trust Indenture (the Original Trust Indenture,
as amended and supplemented by the First Supplemental Trust Indenture,
will be collectively referred to as the "indenture "); and
WHEREAS Section 1108 of the Original Trust Indenture vests
the right in a majority of the bondholders to designate a successor Trustee
-but authorizes the City to designate a successor to serve unless and until
another is named by the bondholders: and
WHEREAS more than thirty (30) days have elapsed and since
the bondholders have taken no action, the City should proceed at this time
to designate a successor Trustee;
D -6
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NOW, THEREFORE, BE IT ORDAINED by the Board of Directors
of the City of Little Rock, Arkansas:
Section 1 . That The First National Bank in Little Rock, Little Rock,
Arkansas is hereby appointed as, and shall hereafter be deemed for all purposes
to be, the Trustee under the Indenture.
Section 2. That the Mayor and City Clerk be, and they are hereby,
authorized and directed for and on behalf of the City to execute and deliver
a First Supplemental Trust Indenture to reflect the resignation of Union
National Bank of Little Rock as Trustee, the appointment of The First National
Bank in Little Rock as successor Trustee and shall transfer to The First
National Bank in Little Rock all of the estates, properties, rights, powers
and trusts under the Indenture, with the First Supplemental Trust Indenture,
which is made a part hereof, to be in substantially the following form:
FIRST SUPPLEMENTAL TRUST INDENTURE
THIS INDENTURE executed as of the day of ,
1970, by and between the City of Little Rock, Arkansas, a city of the first
class duly existing under the laws of the State of Arkansas (the "City "),
as party of the first part, and The First National Bank in Little Rock, Little
Rock, Arkansas, a banking institution organized and existing under the laws
of the United States of America, having its principal office in the City of
Little Rock, Arkansas (the "Trustee ") as party of the second part:
WITNESSETH:
WHEREAS the City and Union National Bank of Little Rock, Little
Rock, Arkansas executed a Trust Indenture dated as of August 1, 1961,
recorded in the office of the Circuit Clerk and Ex Officio Recorder of
- Pulaski County, Arkansas, at Record Book Volume 867, Page 394 (the
"Original Trust Indenture ") securing Industrial Development Revenue Bonds
of the City in the aggregate principal amount of $1, 400, 000, having been .
issued to finance an industrial project leased to Jacuzzi Bros. , Incorporated,
a California corporation ( "Jacuzzi "); and
WHEREAS Union National Bank of Little Rock has resigned as
Trustee under the Original Trust Indenture (the Original Trust Indenture,
as amended and supplemented by this First Supplemental Trust Indenture,
will be collectively referred to as the "Indenture "); and
WHEREAS pursuant to the provisions of Section 1108 the City has
appointed The First National Bank in Little Rock as successor Trustee; and
WHEREAS the purpose of this First Supplemental Trust Indenture
is to recite the resignation of Union National Bank of Little Rock as Trustee,
the appointment of The First National Bank in Little Rock as successor Trustee,
and the acceptance by the latter of its duties as Trustee under the
Indenture:
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, RECEIPT
OF WHICH IS HEREBY ACKNOWLEDGED BY ALL PARTIES HERETO, and in
consideration of the mutual benefits and covenants of the parties under
the Original Trust Indenture and under this First Supplemental Trust Inden-
ture, the parties agree as follows:
ARTICLE I
AMENDMENTS AND SUPPLEMENTS TO
ORIGINAL TRUST INDENTURE
Section 101. That The First National Bank in Little Rock, Little
Rock, Arkansas is hereby appointed as, and shall hereafter be deemed for
all purposes to be, the Trustee under the Indenture. It is the intention of
the parties that The First National Bank in Little Rock have and be vested
with all the estates, properties, rights, powers, trusts and obligations of
the Trustee to the same extent as though it had been named, and had been
acting as, the original Trustee. The First National Bank in Little Rock
hereby accepts the appointment as Trustee.
Section 102. That Union National Bank of Little Rock has joined
in the execution hereof for purposes of having the record reflect its resig-
nation and documenting the transfer (to the full extent necessary) to its
successor of all the estates, properties, rights, powers and trusts under
the Indenture and the delivery to the successor of all the securities and
moneys held by it as Trustee, all pursuant to the provisions of Section
1109 of the Indenture.
ARTICLE II
MISCELLANEOUS
Section 201. That the provisions of the Original Trust Indenture,
as amended and supplemented by this First Supplemental Trust Indenture,
shall continue in full force and effect and shall be fully applicable to the
bonds.
Section 202. That this First Supplemental Trust Indenture may
be simultaneously executed in several counterparts, each of which shall
be deemed an original, and all of which shall constitute but one and the
same instrument. A copy hereof shall be recorded in the office of the
Circuit Clerk and Ex Officio Recorder of Pulaski County, Arkansas, and a
- copy shall be filed with the City and the Trustee.
IN WITNESS WHEREOF, the City of Little Rock, Arkansas has
caused these presents to be signed in its name and behalf by its Mayor
and its corporate seal to be hereunto affixed and attested by its City
Clerk, and to evidence its acceptance of the trusts hereby created, The
First National Bank in Little Rock, Little Rock, Arkansas, has caused these
presents to be signed in its name and behalf by its
and its corporate seal to be hereunto affixed and attested by its
all as of the day and year first above written.
CITY OF LITTLE ROCK, ARKANSAS
ATTEST:
City Clerk
(SEAL)
Mayor
THE FIRST NATIONAL BANK IN LITTLE ROCK
LITTLE ROCK, ARKANSAS
ATTEST:
(SEAL)
ACKNOWLEDGMENT OF NOTICE
OF FIRST SUPPLEMENTAL TRUST INDENTURE
jacuzzi Bros . , Incorporated hereby accepts notice of the
execution and delivery of the foregoing First Supplemental Trust Inden-
ture, and consents to the execution and delivery of the First Supplemental
Trust Indenture.
JACUZZI BROS. , INCORPORATED
ATTEST:
(SEAL)
EXECUTION BY UNION NATIONAL BANK OF
LITTLE ROCK, LITTLE ROCK, ARKANSAS
Union National Bank of Little Rock executes this First Supple-
mental Trust Indenture for purposes of reciting of record its resignation
as Trustee and the transfer to its successor of all the estates, properties,
rights, powers and trusts of the Trustee under the Indenture and the delivery
by it to its successor of all securities and moneys held by it as Trustee
under the Indenture, all pursuant to the provisions of Section 1109 of the
Indenture.
UNION NATIONAL BANK OF LITTLE ROCK
ATTEST:
(SEAL)
ACKNOWLEDGMENT
STATE OF ARKANSAS )
COUNTY OF PULASKI )
On this day of 1970, before me,
a Notary Public duly commissioned, qualified and acting, within and for
the State and County aforesaid, appeared in person the within named
Wl
Mayor and Clerk, respectively, of the City of Little Rock, Arkansas, a
municipality of the State of Arkansas, to me personally known, who
stated that they were duly authorized in their respective capacities
to execute the foregoing instrument for and in the name of said munici-
pality, and further stated and acknowledged that they had signed,
executed and delivered said foregoing instrument for the consideration,
uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal this day of , 1970.
Notary Public
My commission expires:
ACKNOWLEDGMENT
STATE OF ARKANSAS )
COUNTY OF PULASKI )
On this day of 1970, before me,
a Notary Public duly commissioned, qualified and acting, within and for
the State and County aforesaid, appeared in person the within named
and ,
and ,
respectively of The First National Bank in Little Rock, Little Rock, Arkansas,
to me personally well known, who stated that they were duly authorized in
their respective capacities to execute the foregoing instrument for and in the
name and behalf of said Bank, and further stated and acknowledged that they
had so signed, executed and delivered said foregoing instrument for the
consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
official seal this day of 1970.
Notary Public
My commission expires:
(SEAL)
ACKNOWLEDGMENT
STATE OF ARKANSAS )
COUNTY OF PULASKI )
On this day of 1970, before me,
a Notary Public duly commissioned, qualified and acting, within and for
the State and County aforesaid, appeared in person the within named
and
and
respectively .of Union National Bank of Little Rock, Little Rock, Arkansas,
to me personally well known, who stated that they were duly authorized
in their respective capacities to execute the foregoing instrument for and
in the name and behalf of said Bank, and further stated and acknowledged
that they had so signed, executed and delivered said foregoing instrument
for the consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal this day of 1970.
My commission expires:
(SEAL)
Notary Public
ACKNOWLEDGMENT
STATE OF
COUNTY OF
On this day of 1970, before me, a
Notary Public duly commissioned, qualified and acting within and for the
State and County aforesaid, appeared in person the within named
and ,
and respectively, of
Jacuzzi Bros. , Incorporated, a California corporation, to me personally
well known, who stated that they were duly authorized in their respective
capacities to execute the foregoing instrument for and in the name and behalf
of said corporation, and further stated and acknowledged that they had so
signed, executed and delivered the same for the uses and purposes therein
mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal this day of 1970.
My commission expires:
(SEAL)
Notary Public
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Section 3. That the Mayor and City Clerk be, and they are hereby,
authorized and directed for and on behalf of the City to take all action and
execute all documents necessary to carry out the authority conferred by this
Ordinance or to evidence the exercise thereof.
Section 4. That a vacancy exists in the office of Trustee under the
Indenture which should be filled immediately so that there be no impairment
of the rights and obligations of all parties involved and this Ordinance is
necessary therefor. 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.
70
PASSED: January 5 lg, '70
ATTEST:
City Clerk