The URL can be used to link to this page

Home My WebLink About05-83 RESOLUTIONRESOLUTION NO. ..fr.--2,3 A RESOLUTION AUTHORIZING CERTAIN AMENDMENTS PERTAINING TO CITY OF FAYETTEVILLE, ARKANSAS INDUSTRIAL DEVELOPMENT REVENUE BONDS (McINTOSH PROJECT), SERIES 1979, DATED FEBRUARY 1, 1979, AND THE DOCUMENTS SECURING THE SAME AND RELATED THERETO; AND PRESCRIBING OTHER MATTERS RELATING THERETO. MACRO -SWELL WHEREAS, McIntosh Corporation, a Delaware corporation (the "Original Lessee") has entered with the City of Fayetteville, Arkansas (the "City") into an Agreement For Construction, Financing, Leasing and Option to Purchase dated February 1, 1979, as amended by a First Supplemental Agreement thereto dated January 20, 1983 (collectively and as so amended, the "Lease"), pursuant to which the Original Lessee leased an industrial project (the "Project") financed by the issuance of the City's Industrial Development Revenue Bonds (McIntosh Project), Series 1979, dated February 1, 1979, in the original principal amount of $6,000,000, all of which remain outstanding (the "Bonds"); and WHEREAS, by reason of a partial liquidation and redemption of shares and an assignment and transfer of assets, Norris -NI Industries, Inc., a Delaware corporation (the "Company"), has succeeded Norris Industries, Inc., a California corporation ("Norris -California"), the surviving corporation of a merger of the Original Lessee into Norris -California, which is a subsidiary of the Company, as the Lessee of the Project; and WHEREAS, the Company has requested the City to approve and authorize certain amendments to the Bonds, the Lease, the Trust Indenture dated as of February 1, 1979 (the "Indenture"), by and between the City and First National Bank, Fayetteville, Arkansas (the "Trustee"), and the Guaranty dated as of February 1, 1979 (the "Guaranty"), by and between Norris -California and the Trustee, all relating to the Bonds; and WHEREAS, The Travelers Indemnity Company, the holder of all of the Bonds (the "Purchaser") has consented to the aforesaid amendments, and the City is willing to recognize the Company as the successor to the Original Lessee and to approve and authorize such amendments, all in the interest of continued operation of the Project by the Company, with resulting economic benefits to the City; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: w Section 1. That the Mayor is hereby authorized and directed to execute and deliver' a First Supplement to Trust Indenture dated January 20, 1983 (the "Supplemental Indenture"), by and between the City and the Trustee. The City Clerk is authorized and directed to execute and deliver the Supplemental Indenture and to affix the seal of the City thereto. The Supplemental Indenture is hereby approved in substantially the form presented to this meeting, and the Mayor is hereby authorized to confer with the Company, the Purchaser, the Trustee, and their respective counsel in order to complete the Supplemental Indenture in substantially the form presented to this meeting with such changes as shall be approved by such person executing the document, their execution to constitute conclusive evidence of such approval. Section 2. That the Mayor is hereby authorized and directed to execute and deliver a First Supplemental Agreement to Agreement for Construction, Financing and Option to Purchase dated January 20, 1983 (the "Supplemental Lease"), by and between the City and the Company. The City Clerk is authorized and directed to execute and deliver the Supplemental Lease and to affix the seal of the City thereto. The Supplemental Lease is hereby. approved in substantially the form presented to this meeting, and the Mayor is hereby authorized to confer with the Company; the Purchaser, the Trustee, and their respective counsel in order to complete the Supplemental Lease in substantially the form presented to this meeting with such changes as shall be approved by such person executing the document, their execution to constitute conclusive evidence of such approval. Section 3. That the amendment of the Bonds as provided in the Supplemental Indenture is hereby authorized and approved, and such Bonds shall be appropriately stamped, reprinted or marked to reflect such amendment, otherwise to be and remain in substantially the form heretofore authorized. The Mayor and the City Clerk are hereby authorized to take any and all actions, steps and procedures necessary or convenient to carry out the authority granted hereby and the intent of this Resolution. Section 4. That the Mayor and the City Clerk, for and on behalf of the City, be, and they are hereby, authorized and directed to do and to perform any and all things necessary to effect the execution and delivery of the Supplemental Indenture, the Supplemental Lease, all documents appurtenant thereto, and the performance of all obligations of the City thereunder, and to effect the performance of all other actions of whatever nature necessary to carry out the authority granted hereby and by the Supplemental Lease and the Supplemental Indenture. The. Mayor and the City Clerk are hereby further authorized, empowered and directed, for and on behalf of the City, to execute all necessary 5 2 w papers, documents, certificates and other instruments that may be required for carrying out such authority, or to evidence said authority, and to exercise and otherwise take all action necessary to the full realization of the rights, accomplishments and purposes of the City hereunder and under the aforesaid documents. Section S. That the provisions of this, Resolution are hereby declared to be severable, and the invalidity of any provi- sion hereof shall not impair any other provision. Section 6. That all resolutions or. parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 7. That this Resolution shall be in full force and effect immediately upon its adoption. Passed: January 17, 1983. 7274 City Clerk CITY OF FAYETTEVILLE, ARKANSAS By • Mayor CERTIFICATE The undersigned, City Clerk of the City of Fayetteville, Arkansas, hereby certifies that the foregoing pages are a true and compared copy of a Resolution passed at a regular session of the Board of Directors of the City of Fayetteville, Arkansas, held at the regular meeting place in the City at 7.3 O o'clock p .m., on the 17th day of January, 1983. n4City Clerk 4 Ciir CERTIFICATE OF CITY CLERK STATE OF ARKANSAS COUNTY OF WASHINGTON I, the undersigned, City Clerk of the City of Fayetteville, Arkansas, hereby certify that the foregoing transcript consisting of 7 pages, numbered from 1 to 7 inclusive, contains a true, correct and compared copy of all proceedings by the City of Fayetteville, Arkansas relating to the issuance of $6,000,000 City of Fayetteville, Arkansas Industrial Development Revenue Bonds (McIntosh Project), Series 1979, dated February1, 1979, as the same appears upon the records of the City in my possession. IN TESTIMONY WHEREOF, I have hereunto set my hand and the seal of the City this 20th day of January, 1983. (.SEAL) V_.tGQ% a 'y City Clerk MICROFILMtu= HERSCHEL H. FRIDAY WILLIAM A.ELOREDGE,JR. B.B.CLARK WILLIAM L.TERRY ROBERT V. LIGHT WILLIAM H. SUTTON GEORGE E. PIKE,JR. JAMES W. MOORE WILLIAM L. PATTON, JR. BYRON M. EISEMAN,JR. JOE D. BELL MICHAEL G. THOM PSON JOHN C. ECHOLS JAMES A.BUTTRY FREDERICK 5. URSERY H. T. LARZELERE OSCAR E. DAVIS, JR. JAMES C.CLARK,JR. THOMAS P. LEGGETT JOHN DEWEY WATSON LEWIS MATHIS PAUL B. BENHAM $ LARRY W. BURKS A.WYCKLI FF NISBET, JR. FRIDAY, ELDREDGE & CLARK ATTORNEYS AT LAW THE FIRST NATIONAL BUILDING: TWENTIETH FLOOR LITTLE ROCK, ARKANSAS 72201 TELEPHONE 501-376-2011 February 25, 1983 Ms. Olivia A. Kelly City Clerk Post Office Drawer F Fayetteville, Arkansas 72701 Re: City of Fayetteville, Arkansas Industrial Development Revenue Bonds (McIntosh Project), 'Series 1979, dated February 1, 1979 - Debt Restructure Dear Ms. Kelly: JAMES E. HARRIS J. PHILLIP MALCOM JAMES M. 51 MPSON MEREDITH P. CATLETT ROBERT K.WALSH JAMES M.SAXTON J. SHEPHERD RUSSELL III DONALD H. BACON WILLIAM THOMAS BAXTER THOMAS A. PRINCE WALTER A. PAULSON II BARRY E. COPLIN RICHARD D.TAYLOR JOSEPH B.HURST,JR. B.GRAY GIBBS ELIZABETH J. ROBBER CHRISTOPHER HELLER LAURA A. HENSLEY ROBERT S. SHAFER MICHAEL G. SMITH TIMOTHY 0. DUDLEY CLAIBOURNE C. CREWS WILLIAM M. GRIFFIN m THOMAS N. ROSE MICHAEL S. MOORE cOUNSEL WILLIAM J. SMITH JOHN T. WILLIAMS I have enclosed for the City's file a complete transcript of the proceedings in 'connection with the above referenced bond issue. PBB/rj Enclosure pw 5- - Since elyly iutamc Paul B. Benham, IIT .e acn-tee `r�