HomeMy WebLinkAbout1980-738-R (W
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE EXECUTION AND
DELIVERY OF AN AMENDED AND SUBSTITUTED
REFUNDING TRUST AGREEMENT BETWEEN THE CITY
OF BATESVILLE, ARKANSAS, AND UNION NATIONAL
BANK OF LITTLE ROCK, LITTLE ROCK, ARKANSAS,
AS ESCROW TRUSTEE; AUTHORIZING THE REVISION
OF INVESTMENTS TO BE MADE PURSUANT THERETO
AND IN SUBSTITUTION OF CERTAIN INVESTMENTS
MADE PURSUANT TO THAT ORIGINAL REFUNDING
TRUST AGREEMENT DATED AS OF AUGUST 2 , 1976
BETWEEN THE CITY OF BATESVILLE, ARKANSAS,
AND UNION NATIONAL BANK OF LITTLE ROCK ,
ARKANSAS , THE ESCROW TRUSTEE; AUTHORIZING
AN ESCROW REVISION AGREEMENT, AND OTHER
MATTERS RELATED THERETO.
WHEREAS , the City of Batesville , Arkansas (the "City") ,
authorized the issuance of $l , 220 ,000 principal amount of its
Water and Sewer Refunding Revenue Bonds, dated August 1, 1976
(the "Refunding Bonds") , for the purpose of providing funds for
financing the cost of constructing and equipping improvements
to the water and sewer system of the City and to provide funds ,
together with certain other available funds, to refund the then
outstanding balance of certain previously issued and
outstanding obligations (the "Refunded Bonds " ) , all as more
fully set forth in the transcript of proceedings relating to
the issuance of the Refunding Bonds;
WHEREAS, in connection with the issuance of the Refunding
Bonds and the refunding of the Refunded Bonds, the City adopted
by Ordinance a Refunding Trust Agreement (the "Agreement") by
and between the City and Union National Bank of Little Rock ,
Little Rock , Arkansas (the "Escrow Trustee" ) , directing the
investment of the funds deposited with the Escrow Trustee in
certain direct obligations of the United States of America (the
"Government Securities" ) to be held for the benefit and credit
of the holders of the Refunded Bonds; and
WHEREAS , the City has been advised by Dabbs Sullivan
Division of George K. Baum & Co. , Inc. , its financial adviser,
4 „ that because of the presently existing high yields available on
United States Government Securities , in comparison to the
yields realized on the Government Securities currently held by
the Escrow Trustee , the City may realize additional cash
benefits in the approximate amount of $ 75 ,000 - 00 from a
revision of the investments in the escrow account; and
WHEREAS , the City has determined that it is in its best
financial interest to authorize and direct (i) the redemption
of certain Government Securities purchased pursuant to the
Agreement , ( ii ) the reinvestment of the proceeds of such
redemptions in additional Government Securities, and (iii) the
payment of the fees and expenses incurred in connection
therewith; and
WHEREAS , such substitution of Government Securities will
(° not adversely affect the rights or security of the holders of
�
,r the Refunded Bonds ;
NOW, THEREFORE,
BE IT RESOLVED by the City Council of Batesville ,
Arkansas:
Section 1 . That there is hereby authorized the execution
and delivery of an Amended and Substituted Refunding Trust
Agreement between the City and Union National Bank of Little
Rock , Little Rock , Arkansas (the "Amended and Substituted
Refunding Trust Agreement") , providing, among other things, for
the substitution and revision of the investments in the escrow
account now held by the Escrow Trustee pursuant to the
Agreement , and the Mayor and City Clerk are hereby authorized
to execute , acknowledge and deliver the Amended and Substituted
Refunding Trust Agreement for and on behalt of the City. The
Amended and Substituted Refunding Trust Agreement is hereby
approved in substantially the form submitted to this meeting,
and the Mayor is hereby authorized to confer with the Escrow
Trustee , the Special Consultant, hereinafter named in Section 2
hereof , and others in order to complete the Amended and
Substituted Refunding Trust Agreement in substantially the form
submitted to this meeting with such changes as shall be
approved by such persons executing the document , their
execution to constitute conclusive evidence of such approval.
Section 2 . The City hereby retains Dabbs Sullivan
Division of George K . Baum & Co. , Inc. as a Special Consultant
to advise and assist the City and the Escrow Trustee in respect
to the revision of the investments in the escrow account, in
accordance with the terms of the Escrow Revision Agreement ,
which is hereby approved in substantially the form submitted to
this meeting , and the Mayor is hereby authorized to confer with
the Escrow Trustee and the Special Consultant in order to
complete the Escrow Revision Agreement , and to execute and
deliver the same on behalf of the City in substantially the
form presented to this meeting with such changes as shall be
approved by such persons executing the document , their
execution to constitute conclusive evidence of such approval.
Section 3 . The Escrow Trustee is hereby authorized and
directed to take such actions as may be required to effect the
redemption of some or all of the Government Securities
currently held in the escrow account , and to substitute
therewith Government Securities purchased with the proceeds
realized from such redemption.
Section 4 . The Mayor and the City Clerk, acting for and
on behalf of the City, are hereby authorized and directed to
take such other actions and execute such other documents as may
be required to affect the revision of the escrow investments
and realize the additional benefits attributable thereto.
(W Section 5 . This resolution shall take effect upon its
adoption.
PASSED: March 1/—, 1980 .
APPROVED:
i
Pey on Golden, Mayor
ATTEST:
Larry Williams', City Clerk
(SEAL)
(W
CEFTIFICATE
The undersigned , City Clerk of the City of Batesville ,
Arkansas , hereby certifies that the foregoing pages are a true
and perfect copy of Resolution No. 173 � , adopted at a
session of the City Council of the City of
Batesville, Arkansas , held at the regular meeting place in the
City at T1 0 0 o' clock P m. , on the 11 day of March, 1980 ,
and that the Resolution is of record in Resolution Record Book
No. , at page 3s4 , now in my possession.
GIVEN under my hand and seal on this // day of Larch,
1980 .
(W
Larry Wi liams , City Clerk
(SEAL)
AMENDED AND SUBSTITUTED REFUNDING TRUST AGREEMENT
This Agreement made this // day of March , 1980 , by and
between the City of Batesville , Arkansas , (the "City" ) and
Union National Bank of Little Rock , Little Rock , Arkansas (the
"Trustee") :
WHEREAS , on August 2 , 1976 , the City and Trustee executed
a Refunding Trust Agreement (the "Original Agreement" ) in
conjunction with the issuance by the City of $ 1 , 220 , 000 of
Water and Sewer Refunding Revenue Bonds, dated August 1, 1976
( the " Bonds " ) , for the purpose of financing certain
improvements to the City' s water and sewer system and refunding
bonds which had been previously issued by the City ( the
"Previous Bonds" ) .
WHEREAS , certain proceeds of the Bonds were placed with
the Trustee in escrow pursuant to the terms of the Original
Agreement for the protection of the holders of the Previous
Bonds which funds have been invested in accordance with the
applicable provisions of the Internal Revenue Code of 1954, as
amended , and the Treasury Regulations pertaining to "arbitrage
bonds" which were in effect at that time.
WHEREAS , certain terms and provisions of the Original
Agreement are ambigious , do not clearly set forth the
intentions of the parties thereto at the time the Original
Agreement was made , and do not provide clear instructions to
the Trustee with regard to investment of the funds.
WHEREAS , it is in the best interests of the City, the
Trustee , the bondholders and all other interested parties that
the provisions and instructions of the Original Agreement be
amended and clarified by this Amended and Substituted Refunding
Trust Agreement.
NOW, THEREFORE , in consideration of the mutual covenants
and benefits set forth herein and for other valuable
consideration , the receipt of which is hereby acknowledged by
each party, the City and Trustee agree as follows:
1 . The City has issued its $ 1 , 220 , 000 Water and Sewer
Refunding Revenue Bonds , dated August 1 , 1976, for the purpose
of financing certain improvements to the City' s water and sewer
system and refunding the bonds previously issued by the City,
specifically:
(1) Sewer Revenue Bonds , dated February 1 , 1967.
(2) Waterworks Revenue Bonds, dated October 1, 1961.
(3 ) Second Lien Water System Revenue Bonds , dated
April 1, 1965.
The purpose of this Agreement is to amend and replace the
Original Agreement dated August 2 , 1976, in order to strengthen
the position of the bondholders and make adequate provision for
maturing principal and interest , with trustee' s and paying
agent' s fees , on the Previous Bonds, as the same become due and
payable in accordance with the schedules set out in Exhibit A
hereto respectively, which the City and the Trustee agree are
accurate schedules of such requirements.
2 . The Bonds were sold to T . J . Raney & Sons , Inc . ;
Stephens Inc. ; and Hill , Crawford & Lanford , Inc . (the "Bond
Purchasers" ) and were delivered to the Bond Purchasers ,
simultaneously with the execution and delivery of the Original
Agreement.
A sufficient amount of the sale proceeds were applied to
the purchase of the Investment Securities described in Exhibit
B ( consisting of direct obligations of , or obligations the
principal of and interest on which are fully guaranteed by, the
United States of America) and the Investment Securities were
delivered to the Trustee. The Trustee has acknowledged receipt
of the Investment Securities.
3 . The Trustee will hold the Investment Securities and
all proceeds derived therefrom (the "Trust Fund") in trust for
the sole and exclusive benefit of the holders of the Previous
Bonds , in accordance with the terms of this Agreement , and
shall apply the Trust Funds solely to the payment of principal ,
interest and trustee' s and paying agent' s fees in accordance
2
(W with Exhibit A . Reinvestment by the Trustee of proceeds
received upon maturity of the Investment Securities will be
permitted only so long as such reinvestment does not result in
a violation of Section 103 of the Internal Revenue Code of 1954
and the Treasury Regulations promulgated thereunder dealing
with "arbitrage bonds. "
4 . The Trustee agrees to pay from time to time the
required amounts out of the Trust Fund to the respective
trustees and paying agents for the Previous Bonds , to be
applied by the respective trustees and paying agents to the
payment of interest on and principal of the Previous Bonds and
for the trustee' s and paying agent' s fees, as the same become
due and payable. After payment or provision for payment of all
(W amounts set forth above , any excess funds shall be paid or
transferred to the City for the benefit of the Batesville
Utilities Commission.
5 . At the written request of the City and upon compliance
with conditions hereinafter stated, the Trustee shall have the
power to sell , transfer or request the redemption or otherwise
dispose of the Investment Securities and substitute therefor
other Government Securities which are available for purchase
with the proceeds derived from such disposition on the date of
such transaction . The foregoing may be effected only upon the
satisfaction of the following conditions:
( i ) the amounts and dates on which the
anticipated transfers from the Trust Fund to the
paying agents for the payment of the principal of and
interest on the Previous Bonds will not be diminished
or postponed thereby,
( ii) The Trustee shall receive the unqualified
opinion of nationally recognized municipal bond
attorneys to the effect that such disposition and
substitution shall not cause any of the Bonds to be
an " arbitrage bond" within the meaning of Section
103 ( c) of the Internal Revenue Code of 1954 , as
3
amended , and the Regulations thereunder in effect on
the date of such disposition and substitution and
applicable to obligations issued on the issue date of
the Bonds, and
The Trustee shall receive from an
independent certified public accountant a
certification that , after such transaction , the
amounts of cash and Government Securities shall be
sufficient to meet the payment of principal ,
premiums , if any , and interest on the Previous Bonds
as the same become due.
Should any transaction effected pursuant to this paragraph 5
result in amounts being held by the Trustee under this Amended
and Substituted Refunding Trust Agreement to be in excess of
the debt service requirements of the Previous Bonds , (as
determined by the certification required by clause ( iii) of
this paragraph 51 , such excess amounts may be withdrawn and
forwarded to the City to be used for the benefit of the
Batesville Utilities Commission.
Section 6 . This Amended and Substituted Refunding Trust
Agreement shall be irrevocable and the agreements herein set
forth shall be strictly performed and enforced. Except for the
purpose of curing any ambiguity herein or of further assuring
the security and rights of the holders of the Previous Bonds,
this Agreement shall not be modified, altered or amended by the
parties hereto without the prior written consent of the holders
of all the outstanding Bonds . The holders of the Previous
Bonds shall have an express lien on all moneys and Government
Securities in the Trust Fund until paid out, used and applied
in accordance with this Agreement.
4
(W IN WITNESS WHEREOF , the parties hereto have executed this
Amended and Substituted Refunding Trust Agreement as of the
year and date first above written.
CITY OF BATESVILLE, ARKANSAS
ATTEST: 7
i
By- - lip",1,..'
Mayor
C ty Clerk
(SEAL)
UNION NATIONAL BANK OF LITTLE ROCK
LITTLE ROCK, ARKANSAS
ATTEST:
(title)
Vice president& Trust Officer
(SEAL)
L
5
GI'i'Y Ur` BATESVILLE WATER & SEWEK
TOTAL COMBINED REQUIREME 1
%OLI-61, 4-1-65, 2-1-67 I SES
8-1-76 .$15,442 .12
10-1-76 35 ,675.88
2-1-77 33 ,442.12
4-1-77 16,319.62
8-1-77 15 ,091.13
10-1-77 36,319.63 .
2-1-78 33 ,091.12 '
4-1-78 15 ,944.62
8-1-78 14,731.13
10-1-78 35 ,944.63
2-1-79 33 ,731.12
4-1-79 15,569.62
8-1-79 14,351.13
10-1-79 35,569.63
2-1-80 34,351.12
4-1-80 15,169.62
8-1-80 13 ,951.13
10-1-80 37 ,169.63
' 2-1-81 34,951.12
4-1-81 14, 729.62
8-1-81 13 ,531.13
10-1-81 37 ,729.63
2-1-82 35,531.12
4-1-82 14,269.62
8-1-82 13 ,091.13
10-1-82 38,269.63
2-1-83 36,091.12
4-1-83 13 ,789.62
8-1-83 12 ,613.88
10-1-83 38,789.63 „
2-1-84 36,613.87
4-1-84 13 ,289.62
8-1-84 12 ,115.88
10-1-84 40,289.63
2-1-85 37,115.87
4-1-85 12 ,749 .62
8-1-85 11,597.13
10-1-85 40,749.63
2-1-86 38,597.12
4-1-86 12 ,189.62
8-1-86 11,036.88
10-1-86 42 ,189.63
2-1-87 39,036.87
4-1-87 11 ,589.62
8-1-87 10,455 .88
10-1-87 42 ,589.63
2-1-88 39,455 .87
4-1-88 10,969.62
8-1-88 9 ,839.63
10-1-88 42 ,969 .63
2-1-89 40,839.62
4-1-89 10,329 .62
8-1-89 9 ,180.88
10-1-89 42 ,329 .63
2-1-90 41,180.87
4-1-90 9 ,689. 62
8-1-90 8,500.88 ;
10-1-90 43,689 .63
Exhibit. A - 1
GY OF BATESVILLE WATER & EJSR
TOTAL COMBINED REQUIREMENTS
10-1-61, 4-1-65 , 2-1-67 ISSUES
(Continued)
2-1-91 $41,500.87
4-1-91 9 ,009. 62 ,
8-1-91 7, 799.63
10-1-91 44, 009.63
2-1-92 42,799. 62
4-1-92 8,309. 62
8-1-92 7 ,055.88
10-1-92 46 ,309. 63 -
2-1-93 44,055. 87-
4-1-93
4,055. 874-1-93 7,549. 62
8-1-93 6,260.38
10-1-93 107,549.63 -
2-1-94 44,260,57-
4-1-94 25,449.62.
8-1-94 5,443.38
10-1-94 5 ,074:613
2-1-95 45 ,443.37
4-1-95 25 ,074.62
8-1-95 4,583.38
10-1-95 4,699.63 -
2-1-96 46,583.37
4-1-96 24,699.62
8-1-96 3 ,680.38
10-1-96 4,324.63
2-1--97 47 ,680.37
4-1-97 29 ,324.62
8-1-97 2 ,734,38 "
10-1-97 3 ,855.88
2-1-98 127 ,734.37
4-1-98 28,855.87
8-1-98 -0-
10-1-98 3 ,387 . 13 t
2-1-99 -0-
4-1-99 28,387.12
8-1-99 -0-
10-1-99 2 ,918.38
2-1-00 -0-
4-1-00 27 ,918.37 ,
8-1-00 -0-
10-1-00 2 ,450.00
2-1-01 -0-
4-1-01 27,450.00
8-1-01 -0-
10-1-01 2 ,012.50
2-1-02 -0-
4-1-02 27,012.50
8-1-02 -0-
10-1-02 1,575. 00
2-1-03 -0-
4-1-03 31,575.00
8-1-03 -0-
10-1-03 1,050.00
2-1-04 -0-
4-1-04 31,050.00
8-1-04 -0-
10-1-04 525.00
2-1-05 -0-
4-1-05 30525.00
Total $2 ,5450982. 74
Exhibit A - 2
Iff
t CITY OF BATESVILLE, ARKANSAS
WATER REVENUE BONDS
Dated: October 1, 1961 Payable at First National Bank, Little Rock'
PAYING AGENT'S
PRINCIPAL INTEREST CHARGE
10-1-76 $ 19,000 $ 11,226.25
4-1-77 $ 84.50
.= 10,870.00 54.10
10-1-77 20,000 10,870.00 84.10
4-1-78 10,495.00 52.10
10-1-78 20,000 10,495.00 82.10
4-1-79 10,120.00 50.10
10-1-79 20,000 10,120.00 80,10
4-1-80 9,720.00 48.10
10-1-80 22,000 9,720.00 81.10
4-1-81 9,280.00 45.90
10-1-81 23,000 9,280.00 80.40
4-1-82 8,820.00 43.60
10-1-82 24,000 8,820.00 79.60
4-1-83 8,340.00 41.20 `
10-1-83 25,000 8,340.00 78.70
4-1-84 7,840.00 38.70
10-1-84 27,000 7,840.00 79.20
4-1-85 7,300.00 36.00
10-1-85 28,000 7,300.00 78.00
4-1-86 6,740.00 33.20
10-1-86 " 30,000 6,740.00 78.20
4-1-87 6,140.00 30.20
10-1-87 .. 31,000 6,140.00 76.70
4-1-88 5,520.00 27.10
10-1-88 32,000 5,520.00 75.10
4-1-89 4,880.00 23.90
10-1-89 32,000 4,880.00 71.90
4-1-90 4,240.00 20.70
10-1-90 34,000 4,240.00 71.70
4-1-91 3,560.00 17.30
10-1-91 35,000 3,560.00 69.80
4-1-92 "
2,860.00 15.00
10-1-92 38,000 2,860.00 70.80
4-1-93 2,100.00 15.00
10-1-93 100,000 2,100.00 160.00
$560,000 $248,876.25 $2,074.20
I ,
Exhibit A - 3
CITY OF BATESVILLE, ARKANSAS
WATER REVENUE BONDS
Dated: April 1, 1965 Payable at First National Bank, Little Rock
PAYING AGENT'S
PRINCIPAL INTEREST CHARGE
10-1-76 $ $ 5,449.63 $ 30.10
4-1-77 5,449.62 30.10
10-1-77 5,449.63 30.10 .
4-1-78 5,449.62 30.10
10-1-78 5,449.63 30.10
4-1-79 5,449.62 ' 30.10
10-1-79 5,449.63 30.10
4-1-80 5,449.62 30.10
10-1-80 5,449.63 30.10
4-1-81 5,449.62 30.10
10-1-81 5,449.63 30.10
4-1-82 5,449.62 30.10
10-1-82 5,449.63 30.10
4-1-83 5,449.62 30.10
10-1-83 5,449.63 30.10
4-1-84 5,449.62 30.10
10-1-84 5,449.63 30.10'
4-1-85 5,449.62 30.10
10-1-85 5,449.63 30.10
4-1-86 5,449.62 30.10
10-1-86 5,,449.63 30.10
4-1-87 5,449.63 30.10
10-1-87 5,449.6.2 30.10
4-1-88 5,449.E3 30.10
10-1-88 5,449.6'1 30.10 .
4-1-89 5,449.6c. 30.10
10-1-89 5,449.63 ., 30.10
4-1-90 5,449.62 30.10
10-1-90 5,449.63 30.10
4-1-91 5,449.62 30.10
10-1-91 5,449.63 30.10
4-1-92 5,449.62 30.10
10-1-92 5,449.63 30.10
4-1-93 5,449.62 30.10
10-1-93 5,449.63 30.10
4-1-94 20,000 5,449.62 60.10
10-1-94 5,074.63 28.10
4-1-95 20,000 5,074.62 58.10
10-1-95 4,699.63 '.26.10
4-1-96 20,000 4,699.62 56.10 f .
10-1-96 4,324.63 24.10
4-1-97 25,000 4,324.62 61.60
10-1-97 3,855.88 21.60
4-1-98 25,000 3,855.87 59.10
10-1-98' 3,387.13 19.10
4-1-99 25,000 3,387.12 56.60
10-1-99 2,918.38 16.60
4-1-00 25,000 2,918.37 54.10
10-1-00 2,450.00 15.00
4-1-01 25,000 2,450.00 51.00
10-1-01 2,012.50 15.00
4-1-02 25,000 2,012.50 49.00
10-1-02 1,575.00 15.00
4-1-03 30,000 1,575.00 ,.54.00
10-1-03 1,050.00 15.00
4-1-04 30,000 1,050.00 51.00
10-1-04 525.00 15.00
4-1-05 30,000 525.00 48.00
$300,000 $259,932.00 $1,922.80 , ;•x " ', ;
Exhibit A - 4
CITY OF BATESVILLE, ARKANSAS
SEWER REVENUE BONDS
Dated: February 1, 1967 Payable at Union•National .Bank, Little Rock
(W
PAYING AGENT'S
PRINCIPAL INTEREST CHARGE
8-1-76 $ 15,442.12 $ 73.10
2-1-77 $ 18,000 15,442.12 100.10
8-1-77 15,091.13 71.30 .
2-1-78 18,000 15,091.12 98.30
8-1-78 14,731.13 69.50
2-1-79 19,000 14,731.12 98.00
8-1-79 14,351.13 67.60
2-1-80 20,000 14,351.12 97.60
8-1-80 13,951.13 65.60
2-1-81 21,000 13,951.12 97.10
8-1-81 13,531.13 63.50
2-1-82 22,000 13,531.12 96.50
8-1-82 13,091.13 61.30
2-1-83 23,000 13,091.12 95.80
8-1-83 12,613.88 59.00
2-1-84 24,000 12,613.87 95.00
8-1-84 12,115.88 56.60
2-1-85 25,000 12,115.87 94.10
8-1-85 :* 11,597.13 54,10
2-1-86 27,000 11,597.12 94.60
8-1-86 11,036.88 51.40
2-1-87 28,000 11,036,87 93.40
8-1-87 10,455.88 48.60
2-1-88 29,000 10,455.87 92.10
8-1-88 9,839.63 45.70
2-1-89 31,000 9,839.62 192,20
8-1-89 9,180.88 42.60
2-1-90 32,000 9,180.87 90.60
8-1-90 8,500.88 39.40
2-1-91 33,000 8,500.87 88.90 .
8-1-91 7,799.63 36.10 .
2-1-92 35,000 7,799.62 88.60
8-1-92 7,055.88 32.60
2-1-93 37,000 7,055.87 88.10
8-1-93 6,260.38 28.90
2-1-94 38,000 6,260.37 85.90
8-1-94 5,443.38 25.10
2-1-95 40,000 5,443.37 85.10
8-1-95 4,583,38 21.10
2-1-96 42,000 4,583.37 84.10
8-1-96, 3,680.38 16.90
2-1-97 44,000 3,680.37 82.90
8' 1-97 2,734.38 12.50
2-1-98 125,000 2,734.37 200.00
$731,000 $446,174.49 $3,181.50
(W
Exhibit A - 5
� \
,
' oOvEsuxPo0T oomoS TO BEQ-HASED FOR CITY OF BATESVzLLB,4AN3A3 REFUNDING ISSUE
(W DATED: August 3, 1976
�
YnARAgOVNT BATE DUE Ay$]0mT BATE DUD
--- ---- --` -- ---- --' ---
I976 $30,000 T-Bill 9/29 $
1977 10,000 6.140 9/29 30,000 T-Bill 1/29
1978 5,000 6.73 9/29 5,000 6.42% I/39
1979 5'000 6.99 9/29 10,080 6.84 1/29
1980 I0,000 7.17 9/29 10,000 7.06 1/29 .
I981 I0,000 7.34 9/29 10,000 7�24 I/29
1982 I0,000 7.46 9/29 15,000 _ 7.40 ' 1/29
1983 10,800 7~55 9/29 10,000 7.50 1/29
1984 20,000 7.60 9/29 15,000 7.57 I/29
1985 I5,000 7.64 9/29 15,000 7,62 1/29
1986 I5,000 7.67 9/29 I5,000 7.65 I/2a
1987 20,000 7,69 9/29 15,000 7.68 I/29
1988 20,000 7.70 9/29 15,000 7-70 I/29
1989 25,000 7.72 9/29 35,000 7.71 1/29
1990 75,000 7.72 9/29 20,000 7.72 I/29
1991 30,000 7.73 9/29 35,000 7.72 1/29
1993 35,000 7.75 9/29 25/000 7.74 1/29 '
1993 95,000 7.78 9/29 30,000 7.76 I/29 .
1994 30,000 7.78 I/29
1995 30*000 7.80 I/29
1996 15,000 7-81 3/29 40,000 7.81 1/29
nNN�1997 25,000 7.84 3/29 35,000 7.84 1/29
1998 20,000 7,86 3/29 125,000 7.86 1/29
1999 I5,000 7.88 3/29
3000 15^000 7.89 3/29
2001 20,000 7.90 3/29
2002 20'000 7.91 3/29
2003 30,000 7.92 3/29
3004 25,000 7.92 3/29
2005 30,000 7-92 3/39
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Exhibit B
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SCROW REVISION AGREEMENT
THIS AGREEMENT , dated March_, 1980 , by and between the City
of Batesville , Arkansas ( the " Issuer" ) , Union National Bank of
Little Rock , Little Rock , Arkansas , ( the " Escrow Trustee" ) and
Dabbs Sullivan Division of George K. Baum & Co . , Inc . , Little
Rock , Arkansas ( the "Consultant" ) .
W I T N E S S E T H :
RECITALS
( 1 ) Issuer is a City of the First Class acting under the
laws of the State of Arkansas .
(2 ) The Consultant is a recognized financial consultant
with expertise in the design and implementation of advance refund-
ing transactions having served as a financial advisor in respect
to several advance refunding issues .
( 3 ) On August 1 , 1976 , Issuer sold and delivered $1 , 220 ,000
Water and Sewer Refunding Revenue Bonds ( the "Refunding Bonds " )
for the purpose of financing the costs of constructing and equipping
improvements to the water and sewer system of the Issuer and advance
refunding certain previously issued and outstanding obligations
of the Issuer ( the " Refunded Bonds " ) , as more fully set forth in
Ordinance No . 854 of the Issuer passed and approved June 22 , 1976
( the " Bond Ordinance" ) . Said Bond Ordinance also appoints Union
National Bank of Little Rock , Little Rock , Arkansas , as Escrow
Trustee to hold the escrowed funds hereinafter described .
(4 ) In order to consummate the refunding program , the
Issuer ' s fiscal agent purchased and delivered to the escrow
Trustee a portfolio of United States Government Obligations--
State and Local Government Series ( the " Escrow Investments " ) , from
bond proceeds deposited by the Issuer. These investments are
currently held by the Escrow Trustee in a special escrow account
( the " Escrow Account" ) , pursuant to a Refunding Trust Agreement
between the Issuer and the Escrow Trustee , dated August 2 , 1976 ,
for the purpose of satisfying the obligations of the Issuer to
make principal and interest payments in respect to the Refunded
Bonds .
( 5 ) In conjunction with the issuance of the Refunding Bonds ,
and implementation of the refunding program by refunding outstanding
�+ indebtedness , the Issuer was able to realize savings in debt service
costs , and adobt a new and more flexible bond Ordinance which has
substantially enhanced its ability to raise needed additional capital .
( 6 ) Section 103 ( c ) of the Internal Revenue Code of 1954 , as
amended by Section 601 (a ) of the Tax Reform Act of 1969 ( the " Code" ) ,
and regulations of the United States Treasury Department applicable at
the time the Refunding Bonds were issued , provided , in effect , that
where an issue of governmental obligations is sold for the purpose of
advance refunding a prior outstanding issue of governmental obligations ,
the yield " realized" by the issuer from the investment of a major portion
of the proceeds of the Refunding Bonds may not exceed the yield on the
Refunding Bonds themselves .
In compliance with these provisions , and in order to assure the
tax-exempt status of the interest to be paid on the Refunding Bonds ,
the Escrow Investments were purchased on terms such that the yield ,
computed on the "actuarial method" as required by applicable Federal
law, on acquired obligations allocable to the proceeds of the
Refunding Bonds , did not exceed the yield on the Refunding Bonds
themselves .
( 7 ) Pursuant to Section 1 . 103- 13 (a ) ( 2 ) of the applicable
Treasury Regulations , there was included in the transcript of
proceedings with respect to the Refunding Bonds a Certification ,
executed on behalf of the Issuer, that it was not reasonably
expected that the proceeds of the Refunding Bonds would be
invested in a manner that would cause the Refunding Bonds to be
characterized as "arbitrage bonds " under Section 103 (d ) of the
Code - a characterization which would jeopardize the tax-exempt
status of the interest to be paid on the Refunding Bonds . To
further assure continued compliance with the applicable " arbitrage"
provisions of the Code and Regulations , the Issuer covenanted in
the Bond Ordinance that it would take no actions which , if such
action had been reasonably anticipated at the time of the issuance
of the Refunding Bonds , would have caused such bonds to be characterized
as " arbitrage bonds . "
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(8 ) (a ) The applicable regulations under which the aforementioned
proceedings were taken were in the form of proposed regulations , and
upon publication of final regulations under Section 103 (c ) of the
Code on June 7 , 1979 , the provisions relating to the investment
of refunding bond proceeds applicable to the Refunding Bonds were
continued in effect as applied to those Bonds and the investment
of the proceeds of those Bonds .
( b ) A portion of the Escrow Investments are attributable
to funds whose investment was not , and is not , subject to the
restrictions imposed by Section 103 (c ) of the Code , and market
conditions may be such that the Issuer could realize additional
benefits through an appropriate substitution of such Escrow
Investments .
(9 ) Counsel has advised that the terms of the Refunding
Trust Agreement may legally be Amended and Substituted whereby the
Amended and Substituted Refunding Trust Agreement does permit the
sale or redemption of securities held in the Escrow Account , with
concurrent reinvestment of the proceeds in qualified securities .
Depending upon market conditions , the ability to substitute securities
in the Escrow Account may result in substantial additional benefits
to the Issuer over the life of the Escrow Account .
( 10 ) The Issuer recognizes that the ability to realize
additional benefits from modifications to the investments in the
Escrow Account will be attributable to both the foresight and
continuing efforts of the Consultant . Issuer recognizes that
this is an opportunity which has not always been preserved in
connection with a number of advance refunding transactions and ,
therefore , represents a relatively unique opportunity . Issuer
therefore desires to retain the services of the Consultant to
effect the transactions required to realize additional benefits
from the Escrow Account .
NOW , THEREFORE , in consideration of the foregoing , of mutual
promises of the parties hereto , and other good and valuable
considerations , the receipt and sufficiency of which is hereby
acknowledged , the parties hereto agree as follows .
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1 . Issuer hereby retains Dabbs Sullivan Division of George
K. Baum & Co . , Inc . to provide the Issuer and the Escrow Trustee
advice with respect to the redemption and substitution of escrow
securities to effect additional savings in the Escrow Account.
2 . Upon execution of this Agreement , the Consultant will
prepare a report for the Issuer and the Escrow Trustee summarizing
the current portfolio of escrow securities , recommended modifications
to such portfolio , and the effect of any such changes under applicable
law . Such report will indicate additional cash savings to the
Issuer in the approximate amount of $75 ,000 .
3 . The Consultant will undertake full responsibility for the
implementation of both the redemption of investments held in the
Escrow Account , and the reinvestment of the proceeds from such
redemption in securities which may properly be held by the Escrow
Trustee to carry out the purposesof the Amended and Substituted
Refunding Trust Agreement . The Consultant will be responsible
for , and shall act on behalf of the Issuer in connection with , all
communications and submissions required to the Bureau of Public
Debt of the United States Treasury , the Federal Reserve System ,
the Escrow Trustee , the Trustee Paying Agents for the Refunded Bonds ,
attorneys , accountants and other professionals whose participation
may be required to implement the escrow revision program. The
Issuer will cooperate with the Consultant to the extent required
to carry out these responsibilities .
4 . Prior to , or simultaneously with , the effectuation of
the escrow revision program , there shall be delivered to the Issuer
and to the Escrow Trustee :
( a ) An opinion of the firm of Rasco , Burris , Winter and
Teske , Certified Public Accountants , that the receipts of principal
and interest on the escrow securities substituted for the redeemed
securities will be sufficient to assure timely payment of all amounts
which would otherwise have been required to be made from the receipts
of principal and interest which -- absent redemption -- would have been
received from the Escrow Investments .
(b ) An opinion of Messrs . Wright , Lindsey & Jennings ,
Bond Counsel , .that the implementation of the escrow revision program
is not prohibited by applicable provisions of the Bond Ordinance
governing the issuance of the Refunding Bonds , the Amended and
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Substituted Refunding Trust Agreement , or the laws of the State
of Arkansas .
( c ) An opinion of Messrs . Rose , Nash Williamson , Carroll ,
Clay & Giroir , Special Tax Counsel , that the implementation of the
escrow revision program , if reasonably expected on the date of
issuance of the Refunding Bonds , would not have caused either the
Refunding Bonds or the Refunded Bonds to be characterized as
"arbitrage bonds " under Section 103 ( c ) of the Internal Revenue Code
of 1954 , as amended .
5 . In consideration for the services rendered hereunder :
The Consultant shall receive a fee and pay the expenses
rendered and to be rendered , including the fee of the Special Tax
Counsel , Bond Counsel , the Certified Public Accountants and the
Escrow Trustee .
The fees paid shall be paid solely from proceeds realized
from the redemption of the Escrow Investments in the Escrow Account
in excess of the amounts required to satisfy the requirements of
the Amended and Substituted Refunding Trust Agreement (and from
surplus earnings generated from the substituted securities in the
escrow account ) . The Issuer shall have no obligation , whatsoever ,
to make payment for these fees from any other source of funds .
6 . This Agreement shall terminate ninety (90 ) days from the
execution hereof, unless otherwise mutually agreed by the parties .
THE CITY OF BATESVILLE , ARKANSAS ,
Issuer
By �G ✓
ATTEST : Mayor
C ' ty Clerk
(SEAL ) DABBS SULLIVAN DIVISION OF
GEORGE K. BAUM & CO . , INC .
Consulta
,
ATTE . By
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UNION NATIONAL SANK OF LITTLE ROCK
LITTLE ROCK , ARKANSAS ,
Escrow Trustee
ATTEST : Trust Officer
Vice President& Trust officer
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