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RESOLUTION NO. 7,235 268
A RESOLUTION AUTHORIZING THE EXECUTION OF AN AMENDMENT
TO THE TRUST INDENTURE OF THE LA QUINTA MOTOR INNS
TOURISM BONDS.
WHEREAS, the City of Little Rock (the "City ") and Worthen
Bank & Trust Company, N.A., as Trustee ( "Trustee ") entered into
a trust indenture (the "Indenture ") dated as of May 1, 1982, in
connection with the issuance by the City of its $4,000,000
Tourism Revenue Bonds, 1982 Series (La Quinta Motors Inns, Inc.
Project) dated May 1, 1982 (the "Bonds "); and
WHEREAS, a Determination of Taxability (as defined in the
Indenture) with respect to the Bonds has occurred which shall
result in the mandatory redemption of the Bonds; and
WHEREAS, the Lessee (as defined in the Indenture) desires
to shorten the period of time necessary to effect the mandatory
redemption as now required by the Indenture; and
WHEREAS, Section 1202 of the Indenture provides the method
whereby the Indenture may be amended and supplemented, which
among other matters, requires the City, the Trustee, the Letter
of Credit Bank and the holders of not less than 66 2/3% in
aggregate principal amount of the Bonds outstanding at the time
of the adoption of any supplemental indenture to consent in
writing to the adoption thereof prior to the effectiveness of
such supplemental indenture; and
WHEREAS, a proposed First Supplement to the Indenture,
attached hereto as Exhibit A, (the "First Supplement ") will,
upon approval and exectuion, be the first supplement indenture
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269
executed pursuant to Section 1202 of the Indenture, and shall,
upon due approval, execution and authentication, duly amend the
Indenture; and
WHEREAS, the Board of Directors of the City desire to
effect the redemption of the Bonds as quickly as possible; and
WHEREAS, the consent and approval of the City is necessary
to effect the First Supplement;
NOW, THEREFORE, be it resolved by the Board of Directors of
the City of Little Rock:
Section 1. That the First Supplement (attached hereto as
Exhibit A) is hereby approved.
Section 2. That the Trustee is hereby requested to poll
the owners of the Bonds to determine whether 66 2/3% of such
Bondholders desire to consent to the First Supplement.
Section 3. That the Trustee is hereby directed to
advertise the proposed execution of the First Supplement and the
proposed mandatory redemption of the Bonds in the Daily Bond
Buyer, a financial journal published in the City of New York,
New York.
Section 4. That the Mayor and the City Clerk are
authorized to execute the First Supplement and any other
documentation necessary to implement the redemption of the Bonds
as soon as possible.
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Section 5. That all ordinances and resolutions and parts
thereof in conflict herewith are hereby declared invalid to the
extent of such conflict.
Section 6. That this Resolution shall be in full force and
effect from and after its adoption.
PASSED: July 17, 1984.
ATTEST:
City Clerk JaH4 Czech
0568C
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APPROVED:
2
Mayor 5 j. `V. enafiel��
270
EXHIBIT "A"
271
FIRST SUPPLEMENT TO TRUST INDENTURE
This First Supplement to the Indenture (the "First
Supplement ") dated as of July 1, 1984, by and between the City
of Little Rock, Arkansas, City of the first class duly organized
and existing under the laws of the State of Arkansas ( "City ")
and Worthen Bank & Trust Company, N.A., as Trustee ( "Trustee ").
WITNESSETH:
WHEREAS, the City and the Trustee entered into a Trust
Indenture (the "Indenture ") dated as of May 1, 1982, in
connection with the issuance by the City of its $4,000,000
Tourism Revenue Bonds, 1982 Series (La Quinta Motor Inns, Inc.
Project) dated May 1, 1982 (the "Bonds "); and
WHEREAS, a Determination of Taxability (as defined in the
Indenture )with respect to the Bonds has occurred which shall
result in the mandatory redemption of the Bonds; and
WHEREAS, the Lessee desires to shorten the period of time
necessary to effect the mandatory redemption as now required by
the Indenture; and
WHEREAS, Section 1202 of the Indenture_ provides the method
whereby the Indenture may be amended and supplemented, which
among other matters, requires the consent of the Letter of
Credit Bank and the holders of not less than 66 2/3% in
aggregate principal amount of the Bonds outstanding at the time
of the adoption of any supplemental indenture to consent in
writing to the adoption thereof prior to the effectiveness of
such supplemental indenture; and
WHEREAS, this First Supplement will be the first
supplemental indenture executed pursuant to Section 1202 of the
Indenture, and shall, upon due execution and authentication,
duly amend the Indenture; and
WHEREAS, All things necessary to make and provide this
First Supplement, when authenticated by the Trustee, and to
constitute this First Supplement a valid amendment to the
Indenture, subject to the terms of the Indenture have or will in
all respects been or will be duly authorized by the City;
NOW, THEREFORE, this First Supplement to Indenture
witnesseth:
The following Articles or Sections of the Indenture, as
indicated are amended to read as follows:
M M M
AMENDMENT NO.
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Article II, The Bonds, Section 208 Form of Series 1982
Bonds, [Form of Coupon Bond], Mandatory Redemption (a), first
paragraph (appearing on page 21 and 22 of the Indenture) shall
be amended to read as follows:
Mandatory Redemption
(a) "Event of Determination of Taxability. The Series
1982 Bonds shall be redeemed prior to maturity, as a whole, in
the event of a Determination of Taxability with respect to any
Series 1982 Bond or the Series 1982 Bonds, at 1050 of the
principal amount thereof, plus accrued interest to the
redemption date. Such redemption shall be on the first day of
the calendar month which is not less than 30 nor more than 60
days after receipt of notice to the Trustee that an event of a
Determination of Taxability has occurred." (The following
sentence is thereby deleted: "Such redemption shall be on the
100th day after the last permissible date for prepayment of
rental required under the Lease in the event of a Determination
of Taxability. ")
The remainder of section (a) of Mandatory Redemption shall
be unchanged.
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273
AMENDMENT NO. 2
The second paragraph of Section 1202 Supplemental
Indentures Requiring Consent of Bondholders (appearing on page
75 of the Indenture) is hereby amended to read as follows:
"If at any time the City shall request the Trustee to enter
into such supplemental indenture for any of the purposes of this
Section 1202, the Trustee shall, upon being satisfactorily
indemnified with respect to expenses, cause notice of the
proposed execution of such supplemental indenture to be
delivered to the Letter of Credit Bank and to be published as
shall be requested by the City and in any event one time in a
newspaper or financial journal of general circulation among
dealers in municipal securities published in the City of New
York, State of New York. Such notice shall briefly set forth
the nature of the proposed supplemental indenture and shall
state that copies thereof are on file at the principal office of
the Trustee for inspection by all Bondholders. If, within 30
days or such longer period as shall be prescribed by the City
following the final publication of such notice, the Letter of
Credit Bank and the holders of not less than 66 2/30 in
aggregate principal amount of the Bonds oustanding at the time
of the adoption of any such supplemental indenture shall have
consented in writing to and approved the adoption thereof as
herein provided, no holder of any Bond shall. have any right to
object to any of the terms and provisions contained therein, or
the operation thereof, or in any manner to question the
propriety of the adoption thereof, or to enjoin or restrain the
Trustee or the City from taking any action pursuant to the
provisions thereon. Upon the adoption of any such supplemental
indenture as in this Section 1202 permitted and provided, the
Indenture shall be and be deemed to be modified and amended in
accordance therewith." (Prior to approval of First Supplement
the time for approval of a supplemental indenture from the
notice thereof was 60 days.)
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275
The within First Supplement to Indenture, dated as of July 1,
1984 is hereby approved and consented to by the Letter of Credit
Bank, Crocker National Bank.
CROCKER NATIONAL BANK
as Letter of Credit Bank
By:
Authorized Signature
The within First Supplement to Indenture, dated as of July 1,
1984 is hereby approved and consented to by La Quinta Motor
Inns, Inc., Lessee, under the Lease.
LA QUINTA MOTOR INNS, INC.,
as Lessee
By:
Authorized Signature
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276
STATE OF ARKANSAS )
)SS.
CITY OF LITTLE ROCK)
On this day of 1984, before me, the
undersigned, appeared and , to
me personally known, who being by me duly sworn, did say that
they were the Mayor and City Clerk of the CITY OF LITTLE ROCK,
ARKANSAS, respectively, a duly organized and existing city of
the first class under the laws of the State of Arkansas and that
said instrument was signed on behalf of said City by authority
of its Board of Directors, and said acknowledged
said instrument to be the free act and deed of said City.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal at my office in the City and State aforesaid,
the day and year above written.
Notary Publ
My Commission Expires:
STATE OF ARKANSAS)
)SS.
COUNTY OF PULASKI)
On this day of 1984, before me, the
undersigned, appeared , to me personally
known, who being by me duly sworn, did say that he is a
of Worthen Bank & Trust Company, N.A.,
and that said instrument was signed on behalf of said Worthen
Bank & Trust Company, N.A. by authority of its Board of
Directors, and said acknowledged said instrument
to be the free act and deed of said
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal at my office in the City and State aforesaid,
the day and year above written.
Notary Public
My Commission Expires:
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STATE OF TEXAS )
)SS.
COUNTY OF BEXAR )
On this day of 1984, before me, the
undersigned, appeared , to me personally
known, who being by me duly sworn, did say that he is a
of La Quinta Motor Inns, Inc., and that
said instrument was signed on behalf of said La Quinta Motor
Inns, Inc., by authority of its Board of Directors, and said
acknowledged said instrument to be the
free act and deed of said
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal at my office in the City and State aforesaid,
the day and year above written.
Notary Publ
My Commission Expires:
STATE OF CALIFORNIA )
)SS.
COUNTY OF )
On this day of 1984, before me, the
undersigned, appeared , to me personally
known, who being by me duly sworn, did say that he is a
of Crocker National Bank, and that said
instrument was signed on behalf of said Crocker National Bank,
by authority of its Board of Directors, and said
acknowledged said instrument to be the free act and deed of said
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal at my office in the City and State aforesaid,
the day and year above written.
My Commission Expires:
7
Notary Publ
277