ORD NO 18-1976 ORDINANCE NO. if 7 1
AN ORDINANCE AUTHORIZING THE ISSUANCE
AND DELIVERY OF INDUSTRIAL DEVELOPMENT
REVENUE BEARER BONDS OF THE CITY IN THE
AGGREGATE PRINCIPAL AMOUNT OF $810,000.00
IN EXCHANGE FOR R2 INDUSTRIAL DEVELOP-
MENT REVENUE BOND OF THE CITY, DATED
DECEMBER 1, 1968, HAVING AN OUTSTANDING
UNPAID PRINCIPAL AMOUNT OF $810,000.00,
THE SAID BEARER BONDS TO BEAR THE SAME
INTEREST RATE AND TO MATURE ON THE RESPEC-
TIVE DATES AS PROVIDED IN THE SAID BOND R2.
WHEREAS, the City of Van Buren, Arkansas 5 -1/2% R2
Industrial Development Revenue Bond, dated December 1, 1968,
is a registered bond issued with the provision that the said
bond, is exchangabLe at the sole expense of Cement Asbestos
Products Company (CAPCO) upon ninety (90) days' notice at the
request of the registered owner thereof and upon surrender
thereof to the City of Van Buren, Arkansas, at the office of
The First National Bank of Birmingham, Trustee under the Trust
Indenture given to secure the payment of the said Bond R2, for
negotiable coupon bonds, payable to bearer, of the denomination
of One Thousand Dollars ($1,000.00), or multiples thereof, in
an aggregate principal amount equal to the unpaid principal
amount of the said Bond R2, and in the form of such coupon bonds
as provided in the said Trust Indenture, with appropriate inser-
tions and changes as to the principal amount and dates of maturity;
and
All WHEREAS, The Chase Manhattan Bank, the holder of the said
Bond R2, requests that the said Bond be exchanged for negotiable
coupon bonds, payable to bearer, of the denomination of Five
Thousand Dollars ($5,000.00) in the aggregate principal amount
of Eight Hundred Ten Thousand Dollars ($810,000.00), being the
unpaid principal amounts of the said Bond R2 of Three Hundred
Ninety -five Thousand Dollars ($395,000.00) maturing December 1,
1976, and Four Hundred Fifteen Thousand Dollars ($415,000.00)
maturing December 1, 1977, the said bearer bonds to bear the same
interest rate and like maturities, and has given notice of its
request more than ninety (90) days prior to December 1, 1976;
and
WHEREAS, CAPCO joins in the request for the said exchange
of bonds and agrees to pay all costs in connection therewith;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF VAN BUREN, ARKANSAS:
Section 1. That Industrial Development Revenue Bonds of
the City (hereinafter called "Bonds be issued in the total
amount of Eight Hundred Ten Thousand Dollars ($810,000.00), be
dated June 1, 1976, be of the denomination of $5,000.00, bear
interest at the rate of 5 -1/2% per annum, be numbered from 1 to
162, inclusive, and mature in numerical order on the first day of
December, in each of the following years and the following
amounts respectively, but callable as herein provided:
BOND NUMBERS DENOMINATION AMOUNT MATURITY
(All Inclusive) December 1,
1 79 $5,000 $395,000 1976
All 80 162 5,000 415,000 1977
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that the bonds be signed by the Mayor by his facsimile signature
and by the City Clerk, and sealed with the corporate seal of
the City, and that the interest coupons be signed by the Mayor
by his facsimile signature; and that the bonds be issued under and
secured by that certain Trust Indenture of the City dated December 1,
1968, executed and delivered to The First National Bank of
Birmingham, as Trustee thereunder, and be equally and ratably
secured with Bond No. R1 in the principal amount of $1,000,000.00
and be equally entitled to the protection given by the said
Trust Indenture.
Section 2. That said bonds and coupons be in substan-
tially the following form:
0
Page 3
(FORM OF BOND)
UNITED STATES OF AMERICA
STATE OF ARKANSAS
COUNTY OF CRAWFORD
CITY OF VAN BUREN
5 -1/2% INDUSTRIAL DEVELOPMENT REVENUE BOND
No. $5,000.00
KNOW ALL MEN BY THESE PRESENTS:
That the City of Van Buren (herein called "City in
the State of Arkansas, for value received, promises to pay from
the source and as hereinafter provided, to bearer, on December 1,
19, the principal sum of
FIVE THOUSAND DOLLARS
and in like manner to pay interest on said sum from the date
hereof at the rate of five and one -half per centum (5 -1/2 per
annum, semiannually on December 1 and June 1 of each year
until said principal sum is paid, except as the provisions here-
inafter set forth with respect to redemption prior to maturity
may be and become applicable hereto, all such interest which
may accrue on and prior to maturity of this bond to be payable
upon presentation and surrender of the annexed coupons as they
severally become due commencing December 1, 1976. The principal
of this bond and the interest hereon are payable in Lawful money
of the United States of America at the principal office of The
First National Bank of Birmingham, in the City of Birmingham,
Alabama.
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This bond is one of an authorized series of bonds
numbered consecutively from 1 to 162, inclusive, aggregating
Eight Hundred Ten Thousand Dollars ($810,000.00) principal
0 amount (being a part of an authorized issue in the original
principal amount of Three Million Five Hundred Thousand Dollars
($3,500,000.00), all of Like tenor and effect except as to
maturity and right of prior redemption, and issued for the pur-
pose of acquiring Lands and constructing and equipping an
industrial plant for the manufacture of pipe and other products,
and paying necessary expenses incidental thereto so as to secure
and develop industry within the City (hereinafter called the
"Project Said bonds together with Rl IndustriaL Develop-
ment Revenue Bond of the City dated December L, 1968, are all
issued under and are all equaLLy and ratably secured and entitled
to the protection given by a Trust Indenture (herein called
the "Indenture dated as of December 1, 1968, duly executed
and delivered by the City to The First National Bank of Birmingham,
Birmingham Alabama, as Trustee (the term "Trustee" where used
herein referring to said Trustee or its respective successors
in said trust), which Indenture is recorded in the office of the
Circuit Clerk and Ex- officio Recorder of Crawford County,
Arkansas, and reference is hereby made to the Indenture and to
all indentures supplemental thereto for the provisions, among
others, with respect to the nature and extent of the security,
the rights, duties and obligations of the City, the Trustee, and
a the holders of the bonds and the terms upon which the bonds are
issued and secured.
This bond and the series of which it forms a part as
may be outstanding from time to time, are issued under and
Page 5
pursuant to andin full compliance with the Constitution and
laws of the State of Arkansas, including particularly Act No. 9
of the special session of the General Assembly of the State of
Arkansas for the year 1960, as amended (hereinafter sometimes
referred to as "Act No. 9 as amended and pursuant to ordinances
and proceedings of the City Council of the City of Van Buren,
Arkansas duly passed. This bond and the series of which it
forms a part are not general obligations of the City nor an in-
debtedness of the City within any constitutional or statutory
limitation, but are special obligations payable solely from
revenues derived from the Project which has been leased to
CEMENT ASBESTOS PRODUCTS COMPANY, a corporation organized and
existing under the laws of the State of Alabama, but authorized
to do business in the State of Arkansas (herein referred to
as "CAPCO for a rental at least sufficient to pay the prin-
cipal of, interest on and paying agent's and Trustee's fees
in connection with the bonds as the same become due and payable.
Rental payments sufficient for the prompt payment when due of
the interest on and principal of said bonds are to be paid
directly to the Trustee for the account of the City and deposited
in a special account created by the City and designated "Indus-
trial Development Revenue Bond Fund CAPCO Project', and have
been and are hereby duly pledged for that purpose. In addition,
the bonds are secured by a first mortgage on the Project acquired
0 or constructed with the proceeds of the said bonds.
The holder of this bond shall have no right to enforce
the provisions of the Indenture or to institute action to enforce
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the covenants therein, or to take any action with respect to
any event of default under the Indenture, or to institute,
appear in or defend any suit or other proceedings with respect
thereto, except as provided in this Indenture. In certain
events, on the conditions, in the manner and with the effect
set forth in the Indenture, the principal of all the bonds
issued under the Indenture and then outstanding may become or
may be declared due and payable before the stated maturity
thereof, together with interest accrued thereon. Modifications
or alterations of the Indenture, or of any indenture supple-
mental thereto, may be made only to the extent and in the cir-
cumstances permitted by the Indenture.
As declared in Act No. 9, this bond shall be deemed to
be a negotiable instrument under the laws of the State of
Arkansas, and this bond is issued with the intent that the laws
of the State of. Arkansas will govern its construction.
The bonds of this issue will be subject to redemption
prior to maturity by the City (a) as a whole, on any interest
payment date at par and accrued interest to the date of redemp-
tion, without premium or penalty, in the event of termination
of the Lease Agreement under ARTICLE XV thereof, or in the
event CAPCO exercises its option to purchase the Project under
the provisions of Section 2502 of the Lease Agreement; (b) as
to the bonds maturing after December 1, 1978, in whole or in part,
0 in the inverse order of their maturities, on any interest pay-
ment date on or after December 1, 1978, at the principal amount
thereof plus accrued interest to the date of redemption and a prn mium
for each bond so redeemed in accordance with the following schedule:
Page 7
3% if redeemed on December 1, 1978 and before December 1, 1982;
2% if redeemed on December 1, 1982 and before December 1, 1985;
1% if redeemed on December 1, 1983 and before June 1, 1988;
0% if redeemed on June 1, 1988, or thereafter;
and (c) at any time from the proceeds of the purchase by CAPCO
pursuant to the provisions of Section 2501 of the Lease Agreement
at a price of the principal amount being redeemed plus accrued
interest to the redemption date and plus a premium of the prin-
cipal amount being redeemed calculated on the basis of 1 -1/2%
of such principal amount for each twelve -month period that inter-
est on the bonds being redeemed is taxable, and as specified in
detail in Section 2501 of the Lease Agreement.
Notice of the call for any such redemption identify-
ing the bonds to be redeemed will be published by the City Clerk
of Van Buren, Arkansas, at least one time in a newspaper pub-
lished in the City of Little Rock, Arkansas, and of general
circulation in the State of Arkansas, not less than thirty (30)
days before the date fixed for redemption. All bonds so called
for redemption will cease to bear interest on the specified
redemption date provided funds for their retirement are on
deposit at the place of payment at that time, and, except for
the purpose of payment, shall no longer be protectediby the
Indenture and shall not be deemed to be outstanding under the
provisions of the Indenture.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all
acts, conditions and things required to exist, happen and be
performed precedent to and in the execution and delivery of the
Indenture and the issuance of this bond do exist, have happened
Page 8
and have been performed in due time, form and manner as re-
quired by law; that the issuance of this bond and the series
of which it forms a part, together with all other obligations
of the City, does not exceed or violate any constitutional or
statutory limitation; and that the above referred to revenues
pledged to the payment of the principal of and interest on this
bond and the series of which it forms a part, as the same become
due and payable, will be sufficient in amount for that purpose.
This bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the
Indenture until the Certificate of Authentication hereon shall
have been signed by the Trustee.
IN WITNESS WHEREOF, the City of Van Buren, Arkansas, by
its City Council has caused this bond to be executed by its
Mayor by his facsimile signature and signed by the City Clerk
and sealed with t he corporate seal of the said City, and has
caused the interest coupons hereto attached to be executed by
the facsimile signature of its Mayor, all as of the first day
of June, 1976.
CITY OF VAN BUREN, ARKANSAS
B A 4
Mayor IV
ATTEST:
r r 7-=-I a_r
City Clerk
0
(S E A L)
Page 9
(FORM OF INTEREST COUPON)
No.
December,
On the first day of 19 the City of
June,
Van Buren, Arkansas (unless the bond to which this coupon is
attached shall have been previously called for redemption or
shall have become payable as provided in the Indenture referred
to in said bond and provisions for payment thereof shall have
been duly made) will pay solely from the revenues pledged in said
Indenture, to bearer at The First National Bank of Birmingham,
Birmingham, Alabama, upon presentation and surrender hereof the
sum of One Hundred Thirty -seven and 50 /100 Dollars ($137.50) as
provided in and being semiannual interest then due on its 5 -1/2%
Industrial Development Revenue Bond, dated June L, 1976, and
numbered
CITY OF VAN BUREN, ARKANSAS
By: A A a'
Mays
(FORM OF TRUSTEE'S CERTIFICATE)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds of the series designated
therein and issued under the provisions of the within mentioned
Indenture.
THE FIRST NATIONAL BANK OF BIRMINGHAM
By:
ilk Title:
Birmingham, Alabama
Page 10
Section 3. That when the $810,000.00 of bonds herein
authorized to be issued have been executed by the Mayor and
City Clerk and the seal of the City impressed, all as herein
provided, that they be delivered to The First National Bank of
Birmingham, Birmingham, Alabama, Trustee, which shall authenti-
cate and deliver them to The Chase Manhattan Bank in exchange
for R2 Industrial Development Revenue Bond of the City dated
December 1, 1968. That upon completing the exchange, the said
Trustee shall endorse on the said Bond R2 an appropriate nota-
tion that the said Bond has been cancelled by the exchange of
bonds, and upon the final payment of the bonds herein autho-
rized to be issued shall return the said Bond R2 to the Treasurer
of the City of Van Buren, Arkansas.
Section 4. That the Mayor and City Clerk, for and on
behalf of the City, be, and they are hereby, authorized and
directed to do any and all things necessary to effect the said
exchange of bonds and to execute all papers, documents, cer-
tificates, and other instruments that may be required for the
carrying out of the authority conferred by this Ordinance, or
to evidence said authority and its exercise.
Section 5. That the City Council finds in the issuance
of industrial development revenue bonds to promote the economic
stability and progress of the City and it inhabitants, it has
provided for the exchange of bearer bonds fa registered bonds
and WHEREAS the City is now called upon to provide such an
exchange and the City Council further finding that the continued
industrial development of the City is necessary to protect and
preserve the life, health, and property of its inhabitants, and
Page 11
that such exchange is a part of the program for industrial
development, IT IS, THEREFORE, declared that an emergency exists,
that this Ordinance is necessary for the immediate preservation
0 of the public peace, health, and safety, and that this Ordin-
ance shall take effect and be in force from and after passage.
PASSED: it47 C} 1976.
APPROVED:
May.r
ATTEST:
City Clerk
(S E. A L)
s