4629 RESOLUTION NO. 4,629
A RESOLUTION ACCEPTING A PROPOSAL FOR THE
PURCHASE OF THE PORT FACILITIES REVENUE
BONDS , SERIES OF 1970 , OF THE CITY OF LITTLE
ROCK, ARKANSAS , AND DECLARING AN EMERGENCY
WHEREAS, Dabbs Sullivan - Trulock & Co. , Inc. of Little
Rock, Arkansas, and John Nuveen & Co. of Chicago, Illinois, have
presented a proposal for the purchase of the Port Facilities
Revenue Bonds, Series of 1970, of the City of Little Rock, Arkansas
in the principal amount of $2 , 750,000.00, dated December 1, 1970,
being issued under the provisions of Act No. 9 of 1960; and
WHEREAS, the said Bonds are payable solely from rentals
under an Equipment Lease Agreement to Eastern Associated Terminals
Company with a guaranty of rentals by Midland Enterprises Inc.
without a pledge of the faith or credit or other obligation of
the City of Little Rock; and
WHEREAS, the said proposal for the purchase of the said
Bonds is acceptable to Eastern Associated Terminals Company and
Midland Enterprises Inc. ;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
OF THE CITY OF LITTLE ROCK, ARKANSAS:
Section 1. That the proposal of Dabbs Sullivan - Trulock
& Co. , Inc. of Little Rock, Arkansas, and John Nuveen & Co. of
Chicago, Illinois , in the form attached hereto, for the purchase
of the City of Little Rock Port Facilities Revenue Bonds, Series
of 1970, in the principal amount of $2 , 750,000.00, dated December 1,
1970, be, and it is hereby, accepted, and that the Mayor and City
Clerk of the City of Little Rock, Arkansas, be, and they are hereby,
authorized and directed for and on behalf of the City of Little Rock
to execute the acceptance of the proposal.
Section 2 . That the Mayor and City Clerk of the City of
Little Rock be, and they are hereby, authorized to sign an official
statement relative to the issuance of the Bonds in a form subject
to the approval of the Finance Officer of the City of Little Rock
for the use of the Bond Underwriters in the sale of the Bonds.
Section 3. That there is hereby found and declared to be
an immediate need for the securing and developing of substantial
industrial operations in order to provide additional employment,
alleviate unemployment, and otherwise benefit the public health,
safety and welfare of the City and the inhabitants thereof, and
the sale of the Bonds authorized hereby and the taking of the other
action authorized herein are immediately necessary in connection
with the securing and developing of substantial industrial opera-
tions and deriving the public benefits referred to above. IT IS,
THEREFORE, declared that an emergency exists and that this resolu-
tion being necessary for immediate preservation of the public health,
safety and welfare shall be in force and take effect immediately
upon and after its adoption.
PASSED: July 19 , 1971.
Vice Mayor
Laity Cler
(S E A L)
Page 2
• f >,---, .�
Vel!/e/l f(i'CC2i '• �/ 209 South La Salle Street., Chicago, Illinois 60604
Incorporated • Business Established 1898 (312) 346-2500
July 19, 1971
Honorable Mayor and Board of Directors
of the City of Little Rock
City Hall
Little Rock, Arkansas
Gentlemen:
We hereby offer to purchase $2,750,000 principal amount City of Little Rock,
Arkansas, Port Facilities Revenue Bonds, Series of 1970 (the "Bonds"), more
completely described in the Trust Indenture authorizing the issuance of the
Bonds, at the price of 97 1/2`/, of the principal amount thereof, plus accrued
interest to date of delivery, on the following terms and conditions:
1. The Bonds shall be dated December 1, 1970, bear interest at the rate
of 7% per annum, from July 1, 1971, payable on January 1, 1972 and
semi-annually thereafter on each July 1 and January 1 of each year
and shall mature on January 1 of each year in the following amounts:
Year Amount Year Amount
1973 $195,000 1978 $280,000
1974 215,000 1979 300,000
1975 230,000 1980 320,000
1976 245,000 1981 340,000
1977 260,000 1982 365,000
2. The Bonds shall not be redeemable prior to their respective maturities
except under those specific circumstances described in the Equipment
Lease Agreement.
3. Prior to the issuance of the Bonds, the City of Little Rock will enter
into the Equipment Lease Agreement (the "Lease") this date submitted
to you for execution, between the City of Little Rock as Lessor and
Eastern Associated Terminals Company, the Lessee. The Bonds shall
be secured by lease rental payments to the City, as set forth in said
Lease, by Eastern Associated Terminals Company under said Lease. The
obligations of the Lessee (a wholly owned subsidiary of Midland Enter-
prises Inc.) under the terms of the Lease are to be unconditionally
guaranteed by Midland Enterprises Inc. (the "Guarantor") , with auto-
matic assumption of the Lease obligations by the Guarantor in the event
of the failure by Lessee to pay any installment of the basic rent.
4. The Bonds shall be secured and authorized by a Trust Indenture between
the City and Union National Bank of Little Rock , as
Trustee. Said Trustee shall be the paying agent for the Bonds and the
First National Bank of Commerce, New Orleans , Louisiana
shall be the alternate paying agent.
5. The Bonds shall be accompanied at the time of their delivery by (a)
the unqualified approving legal opinion of Rose, Barron, Nash,
Williamson, Carroll & Clay of Little Rock, Arkansas, in customary
market form, evidencing the legality of the Bonds and the exemption
of the interest thereon from present Federal income taxes; and shall
CHICAGO NEW YORK
Boston • Columbus • Dallas Detroit . Miami • Omaha • Philadelphia San Francisco Seattle St.Paul
' ' IB5. contain a statement that in the opinion of said firm the Equipment
(cont.) Lease Agreement and the Ground Lease between the City of Little Rock
and Eastern Associated Terminals Company are valid and binding and
are enforceable in accordance with their terms; and as to the
powers and authority of the Lessee and the Guarantor, may rely
upon the opinion of counsel for said companies; (b) an executed
non-litigation certificate, dated the date of closing, and (c)
such other delivery papers in customary market form as may be
required by the approving bond attorneys or ourselves. Said
Bonds shall be delivered to us at such bank or trust company as
we may designate, such delivery to be made within 45 days of the
date of the acceptance of this proposal, or such later date as
is necessary to complete delivery of the Bonds and is approved
by us in writing.
6. The Bonds shall have been assigned a rating of not lower than
"Baa" by Moody's Investors Service, Inc.
7. The cost of (i) the approving legal opinion, (ii) the printing of
the Bonds, (iii) the printing of the Official Statement to be
signed by the Mayor and City Clerk of the City of Little Rock
describing the Bonds and their security, which Official Statement
may be used by us in the sale of the Bonds, (iv) the fees for the bond
rating, and (v) the delivery of the Bonds will be paid by the City
from the proceeds of the Bonds.
Enclosed is a certified check, payable to the City of Little Rock, in the amount
of $27,500 as evidence of our good faith. If this offer is accepted, said good
faith deposit shall be held uncashed pending delivery of the Bonds to us. In
the event of a breach of this contract by us, said check may be cashed by you and
the proceeds retained as full liquidated damages for such breach and the cashing
of such check in such event shall constitute a full release and discharge of all
damages. If bond counsel is unable to approve the Bonds or in the event of the failure
of any of the foregoing conditions or a breach of this contract by you, said check
shall be returned to us upon demand.
If the foregoing meets with your approval, you may signify your acceptance by
execution of the acceptance clause at the foot of this letter and delivering a
copy thereof to us. If this offer is not accepted by you, said good faith check
shall be immediately returned to us.
Respectfully submitted,
JOHN NUVEEN & CO. INCORPORATED
SULLIVAN, TRULOCK & COMPANY, INC.
By I
Robert 1 �n , Ji Vice President
John Nuveen & Co. Ire rporated f�
Accepted by CITY OF LITTLE ROCK, ARKANSAS, pursuant to resolution duly adopted
this day of July, 1971.
(SEAL)
ATTEST:
-2-