Loading...
HomeMy WebLinkAbout793ORDINANCE NO. 793 AN ORDINANCE AUTHORIZING A SECOND SUPPLEMENTAL LEASE AND AGREEMENT (IN THE FORM AND WITH THE CONTENTS SET FORTH IN THE ORDINANCE) AND AUTHOR- IZING A SECOND SUPPLEMENTAL TRUST INDENTURE (IN THE FORM AND WITH THE CONTENTS SET FORTH IN THE ORDINANCE), BOTH IN CONNECTION WITH THE WESTPORT INDUSTRIAL PROJECT; PRESCRIBING OTHER MATTERS RE- LATING THERETO; AND DECLARING AN EMERGENCY BE IT ORDAINED by the City Council of the City of Batesville, Arkansas (the "City"): Section 1 . That the Mayor and City Clerk be, and they are hereby, authorized and directed for and on behalf of the City to execute, acknowledge and deliver a Second Supplemental Lease and Agreement to that Lease and Agreement wherein the City is Lessor and Westport Casuals, Inc, is Lessee, dated December 1, 1968 (as amended and supplemented by a First Supplemental Lease and Agreement dated June 1, 1969), in substantially the form and with substantially the contents hereinafter set forth, and which form of Second Supplemental Lease and Agreement is hereby made a part hereof: • - '*Awl \ ` Section 101 . That Section 201 of the Lease Agreement is hereby amended and supplemented as follows: The definition of "leased premises" shall include all facilities and properties, real, personal and mixed, acquired out of the proceeds of the Series B Bonds. Section 102. That the basic rent schedule set forth in Section 203 (a) (1) of the Lease Agreement is hereby deleted and the following schedule inserted in lieu thereof (which schedule includes the amounts necessary for debt service requirements on the Series A Bonds and the Series B Bonds): M .5 Section 103. The Lease Agreement as amended and supplemented by this Second Supplemental Lease and Agreement shall continue in full force and effect; and the terms "Lease Agreement" , "Lease and Agreement" , "hereunder" and words of similar import wherever used in the Lease Agreement shall after the date hereof mean the Lease Agreement as amended and supple- mented by this Second Supplemental Lease and Agreement; the terms "Trust Indenture" or "Indenture" as used in the Lease Agreement or in this Second Supplemental Lease and Agreement shall mean the Trust Indenture dated as of December 1, 1968 by and between the City of Batesville, Arkansas and First National Bank of Kansas City, as Trustee (as amended and supplemented by the First Supplemental Trust Indenture dated as of June 1, 1969), as amended and supplemented by the Second Supplemental Trust Indenture dated as of February 1, 1971 under which the Series B Bonds are being issued; and the term "Stern Guaranty Agreement" shall mean the Guaranty Agreement described in detail in the Indenture being, generally stated, the Guaranty Agreement executed by Stern- Slegman-Prins Company under date of December 1, 1969 issued in connection with the Series A Bonds, as supplemented by the Supple- mental Guaranty Agreement executed and delivered by Stern- Slegman-Prins Company in connection with the delivery of the Series B Bonds. IN WITNESS WHEREOF the parties hereto have caused this Second Supplemental Lease and Agreement to be signed in several counterparts, each of which may be considered an original without the presentation of the others by their- duly authorized officials and officers as- of the day and year first above written. ATTEST: (SEAL) Ilt CLd'j-'t,L,( - City C rk CITY OF BATESVILLE, ARKANSAS LESSOR By— Mayor May 20, 1971 November 2 0 , 1971 May 20, 1972 November 20, 1972 May 20, 1973 November 20, 1973 May 20, 1974 November 20, 1974 May 20, 1975 November 20, 1975 May 20, 1976 November 2 0 , 1976 May 20, 1977 November 20, 1977 May 20, 1978 November 20, 1978 May 20, 1979 November 2 0 , 1979 May 20, 1980 November 20, 1980 May 20, 1981 November 20, 1981 May 20, 1982 November 20, 1982 May 20, 1983 November 20, 1983 May 20, 1984 November 20, 1984 May 20, 1985 November 20, 1985 May 20, 1986 November 20, 1986 May 20, 1987 November 20, 1987 May 20, 1988 November 20, 1988 in $13,770.84 25,331.25 15,031.25 30,031.25 14,550.00 39,550.00 13,737.50 38,737.50 12,925.00 37,925.00 12,112.50 37,112.50 11,300.00 36,300.00 10,487.50 35,487.50 9,675.00 39,675.00 8,687.50 38,687.50 7,700.00 37,700.00 6,712.50 36,712.50 5,725.00 40,725.00 4,587.50 39,587.50 3,450.00 28,450.00 2,700.00 32,700.00 1,800.00 31,800.00 900.00 30,900.00 NOW `�Mr SECOND SUPPLEMENTAL LEASE AND AGREEMENT This SECOND SUPPLEMENTAL LEASE AND AGREEMENT made as of the first day of February, 1971, by and between the CITY OF BATESVILLE/ ARKANSAS (the "Lessor") and WESTPORT CASUALS, INC., a corporation organized under and existing by virtue of the laws of the State of Arkansas (the "Lessee"): WITNESSETH: WHEREAS Lessor and Lessee entered into a Lease and Agreement dated December 1, 1968 and appearing of record in the office of the Circuit Clerk and Ex Officio Recorder of Independence County, Arkansas in Record Book 18 at page 137, as amended and supplemented by a First Supplemental Lease and Agreement dated June 1, 1969, and appearing of record in the office of the Circuit Clerk and Ex Officio Recorder of Independence County, Arkansas in Record Book 18 at page 342 (herein collectively referred to as the "Lease Agreement"); and WHEREAS it was recognized in Section 203 (a) (1) of the Lease Agreement that of the $500, 000 in principal amount of Industrial Development Revenue Bonds (identified in the Lease Agreement) authorized for the purpose of financing Project costs only $375,000 in principal amount were being initially issued ("Series A Bonds") and that when additional bonds of the total authorized principal amount were sold and delivered, a Supplemental Lease and Agreement would be executed and delivered by and between the Lessor and Lessee in- creasing the basic rent in the amount necessary to provide for debt service requirements on the bonds additionally issued and containing such other provisions as may be desirable; and WHEREAS it has now been determined to issue the additional $125, 000 in principal amount of bonds ("Series B Bonds") and this Second Supplemental Lease and Agreement is being executed and delivered pursuant to the provisions of Section 203 (a) (1) of the Lease Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED BY ALL PARTIES HERETO, and in con- sideration of the mutual benefits and covenants of the parties under the Lease Agreement and under this Second Supplemental Lease and Agreement, Lessor and Lessee agree as follows: 001cm WESTPORT CASUALS, INC. LESSEE By (Title) ATTEST: (Title) NO", (SEAL) TRUSTEE'S CONSENT TO EXECUTION OF SECOND SUPPLEMENTAL LEASE AND AGREEMENT The execution and delivery of this Second Supplemental Lease and Agreement is hereby consented to and approved by the undersigned as Trustee under the Trust Indenture by and between the undersigned and the City of Batesville, Arkansas, dated December 1, 1968, as amended and supplemented by the First Supplemental Trust Indenture dated as of June 1, 1969, securing the Industrial Development Revenue Bonds identified in the Trust Indenture. ATTEST: (Title) (SEAL) FIRST NATIONAL BANK OF KANSAS CITY TRUSTEE By (Title) ..r ACKNOWLEDGMENT STATE OF ARKANSAS ) COUNTY OF INDEPENDENCE ) On this f147-�day of sig n1 v v, 1971, before me, a Notary Public duly commissioned, qualified and acting, within and for the County and State aforesaid, appeared in person the within named 4, P Cotde �sy- and Al, U, Ukeetire4 Mayor and City Clerk, respectively, of the City of Batesville, Arkansas, a municipality of the State of Arkansas, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the municipality, and further stated and acknowledged that they had signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this _JA day of 3-4" v,1 v y , 1971. —T My commission expires: S- /S 7� (SEAL) Notary Public Vq ACKNOWLEDGMENT STATE OF MISSOURI ) COUNTY OF JACKSON ) On this day of , 1971, before me, a Notary Public duly commissioned, qualified and acting within and for the State and County aforesaid, appeared in person the within named and and respectively, of Westport Casuals, Inc. , an Arkansas corporation, to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of the corporation, and further stated and acknowledged that they had so signed, executed and delivered the same for the uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 1971. My commission expires: (SEAL) Notary Public N ACKNOWLEDGMENT STATE OF MISSOURI ) COUNTY OF JACKSON ) On this day of 1971, before me, a Notary Public duly commissioned, qualified and acting, within and for the State and County aforesaid, appeared in person the within named and and respectively, of First National Bank of Kansas City, Kansas City, Missouri, to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of the Bank, and further stated and acknowledged that they had so signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 1971. My commission expires: (SEAL) Notary Public POW R LMM Section 2. That there is hereby authorized the sale and delivery of $125, 000 in principal amount of Industrial Development Revenue Bonds, Series B, dated February 1 , 1971 (the "Series B Bonds ") . The issuance of the Series B Bonds has been heretofore authorized by the Trust Indenture dated as of December 1, 1968 (as amended and supplemented by a First Supplemental Trust Indenture dated June 1, 1969) , by and between the City and First National Bank of Kansas City, Kansas City, Missouri (Section 202 B thereof) and in connection therewith there is hereby authorized a.Second Supplemental Trust Indenture, in substantially the form and with substantially the contents hereafter set forth, which shall be executed and acknowledged by the Mayor and City Clerk for and on behalf of the City, with the seal of the City affixed thereto, and which form of Second Supplemental Trust Indenture is hereby made a part hereof: r.. en SECOND SUPPLEMENTAL TRUST INDENTURE This SECOND SUPPLEMENTAL TRUST INDENTURE dated as of the first day of February, 1971, by and between the CITY OF BATESVILLE, ARKANSAS, a City of the first class duly existing under the laws of the State of Arkansas (the "City") , as party of the first part , and FIRST NATIONAL BANK OF KANSAS CITY, Kansas City, Missouri, an institution organized under and existing by virtue of the laws of the United States of America, with its principal office, domicile and post office address in Kansas City, Missouri (the "Trustee"), as party of the second part. WITNESSETH: WHEREAS the City and the Trustee have heretofore executed and de- livered a Trust Indenture dated as of the first day of December, 1968, recorded in the office of the Circuit Clerk and Ex Officio Recorder of Independence County, Arkansas, in Record Book C8 at page 17, as amended and supplemented by a First Supplemental Trust Indenture dated June 1, 1969, and appearing of record in the office of the Circuit Clerk and Ex Officio Recorder of Independence County, Arkansas, in Book G-8 at page 281 (herein collectively referred to as the "Trust Indenture") , securing Industrial Development Revenue Bonds of the City autho- rized in the total aggregate principal amount of Five Hundred Thousand Dollars ($500,000); and WHEREAS the City has heretofore delivered Three Hundred Seventy -Five Thousand Dollars ($375,000) in principal amount of bonds ("Series A Bonds") and, as authorized by the Trust Indenture, the City now proposes to sell and deliver the remaining One Hundred Twenty -Five Thousand Dollars ($125,000) in principal amount of bonds ("Series B Bonds") pursuant to the provisions of Section 202B of the Trust Indenture; and WHEREAS the purpose of this Second Supplemental Trust Indenture is to rr. set forth the details of the Series B Bonds and to amend certain provisions of the Trust Indenture; and WHEREAS the execution and delivery of this Second Supplemental Trust Indenture and the issuance of the Series B Bonds have been in all respects duly and validly authorized by Ordinance No. r 3 of the City, adopted and approved on the i31 day of TA N v A 2y 1971; and WHEREAS concurrently with the delivery of this Second Supplemental Trust Indenture, the City has entered into a Second Supplemental Lease and Agreement with Westport Casuals , Inc. , an Arkansas corporation ("Westport") increasing the basic rent in the amount necessary to provide for the prompt pay- ment of the principal of and interest on the Series B Bonds and containing other provisions relevant to the Series B Bonds and to the properties being acquired and constructed out of the proceeds of the Series B Bonds and included in the Project (the "Second Supplemental Lease and Agreement"); and WHEREAS the City is authorized by Act No. 9 of the First Extraordinary Session of the Sixty -Second General Assembly of the State of Arkansas , approved January 21, 1960, as amended ("Act No. 9"), to enter into the Second Supple- mental Lease and Agreement and this Second Supplemental Trust Indenture and to issue the Series B Bonds; and WHEREAS the Series B Bonds and interest coupons to be attached thereto and the Trustee's Certificate to be endorsed thereon are to be in sub- stantially the following form, with necessary and appropriate variations, omissions and insertions as permitted or required by the Trust Indenture as amended and supplemented by this Second Supplemental Trust Indenture, to wit: Em No. Ql low (Form of Bond) UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF INDEPENDENCE CITY OF BATESVILLE % INDUSTRIAL DEVELOPMENT REVENUE BONDS WESTPORT PROJECT SERIES B KNOW ALL MEN BY THESE PRESENTS: $5,000 That the City of Batesville, Independence County, Arkansas , a municipality under the laws of the State of Arkansas (the "City"),for value received, promises to pay to bearer, or if this bond be registered to the registered owner hereof on December 1 , 19 , the principal sum of FIVE THOUSAND DOLLARS in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts , and to pay in like coin or currency interest on said principal amount from the date hereof until paid at the rate of, percent (__%) per annum, such interest to be payable semiannually on June 1 and December 1 of each year, commencing June 1, 1971. Payment of bearer bonds and interest coupons shall be made at the principal office of First National Bank of Kansas City, Kansas City, Missouri (the "Trustee" and the "Paying Agent") , or at the option of the holder or registered owner at the principal office of First National Bank, Batesville, Arkansas (the "Co -Paying Agent") . Payment of principal, when registered as to principal, and of interest when registered as to interest, shall be by check or draft mailed to the registered owner at the address shown on the bond registration book of the City maintained by the Trustee. This bond, designated "City of Batesville, Arkansas , Industrial Development Revenue Bond - Westport Project, Series B" is one of a series of bonds (the "Series B Bonds") aggregating One Hundred Twenty -Five Thousand Dollars ($125,000), with the Series B Bonds being part of a total authorized issue M 0 "fin• �+✓' of Five Hundred Thousand Dollars ($500, 000) of which $375, 000 in principal amount, designated Series A, have been heretofore issued, and with the bonds of the total authorized issue, regardless of series, ranking on a parity of security and herein referred to as the "bonds". The bonds are being issued for the purpose of financing Project costs, paying necessary expenses of issuing the bonds and providing for interest until revenues are available for the principal of and interest on the bonds. The bonds are all issued under and are all equally and ratably secured and entitled to the protection given by a Trust Indenture dated December 1, 1968, as amended and supplemented (the "Indenture', duly executed and delivered by the City to the Trustee, which Indenture is recorded in the office of the Circuit Clerk and Ex Officio Recorder of Independence County, Arkansas and reference is hereby made to the Indenture and to all Indentures supplemental thereto (including a Second Supplemental Trust Indenture dated February 1, 1971 setting forth the details of, and certain other matters necessary by virtue of the issuance of, the Series B Bonds, duly executed, delivered and recorded) 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 the holders and registered owners of the bonds, and the terms upon which the bonds are issued and secured. The bonds are issued pursuant to and in full compliance with the Con - stitution and laws of the State of Arkansas, particularly Act No. 9 of the First Extraordinary Session of the Sixty -Second General Assembly of the State of Arkansan, approved January 21, 1960, as amended ("Act No. 9") and pursuant to Ordinance No. 764 of the City passed and approved on the 26th day of November, 1968, as amended and supplemented by Ordinance No. 772 of the City passed and approved on the 10th day of June, 1969 and Ordinance No. of the City passed and approved on the /3 ` day of SA d, , 1971, which ordinances authorize the execution and delivery of the Indenture. The bonds are not general obligations of the City, but are special obligations payable solely from lease rentals and revenues derived from the Project. The Project, consisting cm rnr� of the acquisition of industrial facilities, constructing and equipping an addition thereto and the acquiring and installation of machinery and equipment for an indus- trial plant, has been leased to Westport Casuals, Inc. , an Arkansas corporation ("Westport"), for rentals sufficient to provide for the payment of the principal of and interest on the bonds as the same become due. Payment of the rentals and perform- ance of all other covenants and obligations of the Lessee (Westport) have been unconditionally guaranteed by Stern- Slegman-Prins Company, a Missouri corporation. The Project will be utilized by Westport for the conduct of its business including, without limitation, the manufacturing of such products as Westport shall elect to manufacture. Provision has been made for the lease rentals to be paid directly to the Trustee and deposited in a special account of the City designated "Batesville, Arkansas, 1968 Industrial Development Bond Fund - Westport Project" (the "Bond Fund"). The rentals and the revenues derived from the Project have been duly pledged by the Indenture to the payment of the principal of and interest on the bonds, and the bonds are secured by a lien on and security interest in the Project. The bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. The holder of this bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein or to take any action with respect to any event of default under the Indenture, or to institute, appear in and defend any suit or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all of the bonds issued under the Indenture and then outstanding may be declared and may become due and payable before the stated maturity thereof, together with accrued interest thereon. Modification or alterations of the Indenture, or of any Indenture supple- mental thereto, may be made only to the extent and in the circumstances permitted by the Indenture. M '%W Prior to December 1, 1978 the Series B Bonds shall be subject to redemption prior to maturity from the proceeds of condemnation of all or substantially all of the Project or from the Lessee exercising an option to purchase pursuant to the provisions specified in Section 1902 A of the Lease and Agreement, in whole but not in part, on any interest payment date, at a price of the principal amount being redeemed plus accrued interest to the redemp- tion date and plus a premium of 3% of the principal amount being redeemed. On and after December 1, 1978„the Series B Bonds shall be subject to redemption prior to maturity, at the option of the City, from funds from any source, in whole or in part, in inverse numerical order, on any interest payment date, at a price of the principal amount being redeemed plus accrued interest to the redemption date and plus a premium of 40/, of the principal amount being redeemed. Notice of the call for redemption shall be published one time in a news- paper published in the City of Little Rock, Arkansas and having a general circulation throughout the State of Arkansas, which publication shall be not less than fifteen (15) days before the date of redemption. In addition, notice of redemption shall be mailed by registered or certified mail to the registered owner of any bond registered as to principal addressed to such registered owner at his registered address and placed in the mails not less than fifteen (15) days prior to the date fixed for redemption. In the event that all of the bonds are registered as to principal, notice in writing by registered or certified mail to the owner or owners thereof not less than fifteen (15) days prior to the date fixed for redemption shall be sufficient, and published notice of the call for redemption need not be given. Each notice shall specify the numbers and the maturities of the bonds being called and the date on which they shall be presented for payment. After the date specified in such call, the bond or bonds so called will cease to bear interest provided funds for their payment are on deposit with the Paying Agent at that time, and except for the purpose of payment, shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. 09 This bond may be registered as to principal alone or as to principal and interest and may be discharged from such registration, in the manner, with the effect and subject to the terms and conditions endorsed hereon and set forth in the Indenture. Subject to the provisions for registration endorsed hereon and contained in the Indenture, nothing contained in this bond or in the Indenture shall affect or impair the negotiability of this bond and as declared in Act No. 9, this bond shall be deemed to be a negotiable instrument under the laws of the State of Arkansas. This bond is issued with the intent that the laws of the State of Arkansas will govern its construction. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, con- ditions and things required to exist, happen and be performed precedent to and in th-2 issuance of the bonds do exist, have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by the bonds, together with all obligations of the City, does not exceed any con- stitutional or statutory limitations; and that the above referred to revenues pledged to the payment of the principal of and interest on the bonds, 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 Batesville, Arkansas has caused this bond to be executed in its name by its Mayor and Clerk, thereunto duly authorized, with the facsimile signature of the Mayor and the manual signature of the Clerk, and its corporate seal to be affixed, 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 February, 1971. CITY OF BATESVILLE , ARKANSAS By (facsimile signature ATTEST: Mayor (SEA L) City Clerk M (Form of Trustee's Certificate) TRUSTEE'S CERTIFICATE OF AUTHENTICATION This bond is one of the bonds of the series designated Series B in and issued under the provisions of the within mentioned Indenture. FIRST NATIONAL BANK OF KANSAS CITY KANSAS CITY, MISSOURI, TRUSTEE (Authorized Signature) (Form of Interest coupon) $ No. June On the first day of December, 19 , the City of Batesville, 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) will pay, solely from the revenues pledged in said Indenture, to bearer at the principal office of First National Bank of Kansas City, Kansas City, Missouri, or at the option of the bearer at First National Bank, Batesville, Arkansas, upon presentation and surrender hereof the sum of DOLLARS `"r" in such coin or currency as at the time of payment is legal tender for the payment of public and private debts, being six (6) months' interest then due on its Industrial Development Revenue Bond - Westport Project, Series B, dated February 1, 1971, and numbered -B s CITY OF BATESVILLE, ARKANSAS By (facsimile signature) Mayor M VAW PROVISIONS FOR REGISTRATION AND RECONVERSION This bond may be registered as to principal alone on books of the City, kept by the Trustee under the within mentioned Indenture as bond registrar, upon presentation hereof to the bond registrar, which shall make mention of such registration in the registration blank below, and this bond may thereafter be transferred only upon an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the bond registrar, such transfer to be made on such books and endorsed hereon by the bond registrar. Such transfer may be to bearer, and thereafter transferability by delivery shall be restored, but this bond shall again be subject to successive registrations and transfers as before. The principal of this bond, if registered, unless registered to bearer, shall be payable only to or upon the order of the registered owner or his legal represent- ative. Interest accruing on this bond will be paid only on presentation and surrender of the attached interest coupons as they respectively become due, and notwithstanding the registration of this bond as to principal, the appurte- nant interest coupons shall remain payable to bearer and shall continue to be transferable by delivery; provided, that if upon registration of this bond, or at any time thereafter while this bond is registered in the name of the owner, the unmatured coupons attached evidencing interest to be thereafter paid hereon shall be surrendered to said bond registrar, a statement to that effect will be endorsed hereon by the bond registrar and thereafter interest evidenced by such surrendered coupons will be paid by check or draft of the bond registrar at the times provided herein to the registered owner of this bond by mail to the address shown on the registration books. This bond when so converted into a bond registered as to both principal and interest may be reconverted into a coupon bond at the written request of the registered owner and upon presentation at the office of said bond registrar. Upon such reconversion the coupons Vrr representing the interest to become due thereafter to the date of maturity will again be attached to this bond and a statement will be endorsed hereon by the bond registrar in the registration blank below whether it is then registered as to principal or payable to bearer. : Manner of : Signature of Date of Registration : Name of Registered Owner : Registration : Bond Registrar Im '"W NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS INDENTURE WITNESSETH: - The the City, in consideration of the premises and of the sum of One Dollar ($1.00) in lawful money of the United States of America, to it duly paid by the Trustee, at or before the execution and delivery of these presents, and of the acceptance by the Trustee of the Trusts set forth in the Trust Indenture and inthis Second Supplemental Trust Indenture, and for other good and valuable considerations, the receipt of which is hereby acknowledged by the parties hereto, does hereby, subject to the terms and provisions of the Lease Agreement, as amended and supplemented by the First Supplemental Lease and Agreement dated as of June 1, 1969 and the Second Supplemental Lease and Agreement dated as of February 1, 1971, grant, bargain, sell, convey, mortgage, assign and pledge unto the Trustee, and unto its successors or successors in trust, and to them and their assigns forever, for the securing of the performance of the obligations of the City set forth in the Indenture, all property of every kind and nature described in this First Supplemental Trust Indenture and conveyed, mortgaged, pledged, assigned or transferred as and for additional security under the Indenture and does hereby stipulate, covenant and agree with the Trustee and with the respective holders and registered owners, from time to time, of all of the bonds or coupons or any part thereof, and the Trustee does hereby stipulate, covenant and agree with the City for and on behalf of the respective holders and registered owners, from time to time, of all of the bonds or any part thereof as follows: C'J 1 w.•� ARTICLE I rn AMENDMENTS AND SUPPLEMENTS TO TRUST INDENTURE Section 101 . The Trust Indenture is amended in the following particulars: Granting clauses 3 and 5 are amended as hereinafter set forth. 3. The Lease and Agreement, as amended and supplemented, and all rights, but not obligations of the City thereunder and all revenues and receipts derived by the City from the mortgaged property, including, without limitation, all rentals received by the City therefrom. S. The Stern Guaranty Agreement. References to this Agreement shall include the supplement executed in connection with the issuance of the Series B Bonds whereby the Guarantor expressly makes provision for the Guaranty to cover the Lease Agreement as amended and supplemented which, among other things, increases the rentals by the amount necessary to cover debt service on the Series B Bonds. Section 102. Pursuant to the provisions of Section 202 B of the Trust- Indenture, rust- Indenture, the details pertaining to the Series B Bonds are as follows: The Series B Bonds shall be designated "City of Batesville, Arkansas 1%0' Industrial Development Revenue Bonds:- Westport Project, Series B" (the "Series B Bonds'!) and shall be in the principal amount of. $125,000. The Series B Bonds shall be dated February 1, 1971 and interest thereon shall be payable semiannually on June 1 and December 1 of eaich ycur, commencing June 1, 1971. The Series B Bonds shall be numbered consecutively from 1-B to 25-B, inclusive, and shall be in the denomination of $5,000 each and the principal thereof shall mature, unless sooner redeemed in the manner in this Indenture set forth, on December 1 S%O.. in each of the years set forth in and in the amount set opposite each year in the following schedule, which schedule also sets forth the bond numbers and the interest rate applicable to the Series B Bonds: Irm YEAR BOND NOS, INTEREST RATE PRINCIPAL AMOUNT (Dec. 1) 1972 1-B 7-1/4% $ 5,000 1973 2-B - 3-B 7-1/4% 10,000 1974 4-B - 5-B 7-1/4% 10,000 1975 6-B - 7-B 7-1/4% 10,000 1976 8-B - 9-B 7-1/4% 10,000 1977 10-B - 11-B 7-1/4% 10,000 1978 12-B - 13-B 7-1/4% 10,000 1979 14-B - 15-B 7-3/4% 10,000 1980 16-B - 17-B 7-3/4% 10,000 1981 18-B - 19-B 7-3/4% 10,000 1982 20-B - 21-B 7-3/4% 10,000 1983 22-B - 23-B 7-3/4% 10,000 1984 24-B - 25-B 7-3/4% 10,000 09 M9 Interest on the Series B Bonds shall be evidenced by interest coupons. The principal of the Series B Bonds and the interest thereon, except as otherwise provided in the case of registration, shall be payable to bearer upon presentation and surrender of the coupon bonds or interest coupons at the principal office of the Trustee and Paying Agent or at the principal office of the Co -Paying Agent. Payment of principal and interest shall be in any coin or currency of the United States of America which, on the respective dates of payment, is legal tender for the payment of public and private debts. Payment of the principal of any bond registered as to principal and payment of interest in the case of any bond registered as to interest will be by check or draft by the bond registrar at the times provided in the bond to the registered owners by mail to the registered owners' addresses shown on the registration book kept by the bond registrar. The Series B Bonds issued under the Indenture and the coupons attached thereto shall be substantially in the form hereinabove set forth with such appropriate variations, omissions and insertions as are permitted or required by the Indenture. Section 103. Pursuant to the provisions of Section 302 of the Trust Indenture, the Series B Bonds shall be subject to redemption prior to maturity as specified in the Series B bond form hereinabove set forth. In instances of optional redemption the City reserves the right to redeem all or any part of the bonds of either series without being obligated to redeem any bonds of the other series. In this regard market developments may be such that it would be to the advantage of the City and the Company to refund the bonds of either series. Therefore, should there be such developments the City agrees, upon the request of the Company, to fully cooperate with the Company in the issuance of refunding bonds to the end of the City deriving the benefit of reduced interest payments on its bonds and the Company deriving a corresponding benefit of reduced rental payments. CM OMA En Section 104. The following amendments and supplements are made to the definitions in Section 101 of the Trust Indenture: "Series B Bonds" - The Series B Bonds issued under the provisions of the Indenture, being in the total principal amount of $125, 000. "Indenture" - This Trust Indenture together with all Indentures supplemental hereto, including particularly the First Supplemental Trust Indenture dated as of June 1, 1969 and the Second Supplemental Trust Indenture (setting forth the details of the Series B Bonds) dated as of February 1, 1971. All references in the Indenture, the Lease Agreement, and in the authorizing ordinances to "Indenture" shall mean the definition as expressed herein. "Lease Agreement" - The Lease and Agreement described in Section 409 of this Indenture, but which is the Lease and Agreement wherein the City is Lessor and Westport Casuals, Inc. is Lessee, recorded in the office of the Circuit Clerk and Ex Officio Recorder of Independence County, Arkansas, and any supplements thereto, including particularly the First Supplemental Lease and Agreement dated as of June 1, 1969, and the Second Supplemental Lease and Agreement dated as of February 1, 1971, recorded in the office of the Circuit Clerk and Ex Officio Recorder of Independence County, Arkansas. All references in the Indenture (particularly the granting clauses) , the Lease Agreement and in the authorizing ordinances to Lease Agreement shall mean the definition as expressed herein. "Stern Guaranty Agreement" - The Guaranty Agreement described in Section 409 B of this Indenture and which is the Guaranty Agreement wherein Stern guarantees the prompt performance of all obligations of the Lessee under the Lease Agreement. References to the Stern Guaranty Agreement shall include the Guaranty Agreement as originally executed and delivered under date of December 1, 1968 in connection with the Series A Bonds as supplemented by the Supplemental Guaranty Agreement executed and delivered in connection with the delivery of the Series B Bonds. An executed copy of the Stern Guaranty Agreement (including the supplement referred to above) is on file in the office of the Trustee. IVOW vrr` Section 105. The accrued interest and the proceeds of the sale of the Series B Bonds (the "total sale proceeds") shall be deposited in the special account of the City in the Trustee designated "Industrial Development Bond Construction Fund - Westport Project" (the "Construction Fund") established and being maintained pursuant to the provisions of Article VI of the Indenture and shall be governed by the provisions of the Indenture pertaining to the securing, investing and disbursing of moneys in the Construction Fund. Eon EM ARTICLE II MISCELLANEOUS Section 201. The provisions of the Trust Indenture, as amended and supplemented by the First Supplemental Trust Indenture and this Second Supple- mental Trust Indenture, shall continue in full force and effect and shall be fully applicable to the Series B Bonds, including, without limitation, the execution, authentication and delivery thereof and security therefor. The Series B Bonds shall rank on a parity of security with the Series A Bonds. Section 202. The Second Supplemental Trust Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. A copy hereof shall be recorded in the office of the Circuit Clerk and Ex Officio Recorder of Independence County, Arkansas, and a copy shall be filed and remain on file with the Trustee. n MR M PA IN WITNESS WHEREOF, the City of Batesville, Arkansas has caused these presents to be signed in its name and behalf by its Mayor and its corporate seal to be hereunto affixed and attested by its City Clerk, and to evidence its acceptance of the trusts hereby created, First National Bank of Kansas City, Kansas City, Missouri, has caused these presents to be signed in its name and behalf by its and its corporate seal to be hereunto affixed and attested by its , all as of the day and year first above written. CITY OF BATESVILLE, ARKANSAS Y /z� Mayor ATTEST: City- Clerk (SEAL) ATTEST: (SEAL) (title) FIRST NATIONAL BANK OF KANSAS CITY KANSAS CITY, MISSOURI, TRUSTEE 99 (title) E9 ACKNOWLEDGMENT OF NOTICE OF AND CONSENT TO SECOND SUPPLEMENTAL TRUST INDENTURE Westport Casuals, Inc. hereby accepts notice of the execution and delivery of the foregoing Second Supplemental Trust Indenture and approves and consents to the execution and delivery of the Second Supplemental Trust Indenture. ATTEST: (SEAL) (Title) WESTPORT CASUALS, INC. mm (Title) em "Raw ACKNOWLEDGMENT STATE OF ARKANSAS ) COUNTY OF INDEPENDENCE ) On this day of , 1971, before me, a Notary Public duly commissioned, qualified and acting, within and for the County and State aforesaid, appeared in person the within named and IV U, 0-4,Ul',7- r, Mayor and City Clerk, respectively, of the City of Batesville, Arkansas, a municipality of the State of Arkansas, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the municipality, and further stated and acknowledged that they had signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth, IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this / V day of S-A y 1971. My commission expires: (SEAL.) Notary Public EM M En ACKNOWLEDGMENT STATE OF MISSOURI ) COUNTY OF JACKSON ) On this day of , 1971, before me, a Notary Public duly commissioned, qualified and acting, within and for the State and County aforesaid, appeared in person the within named and and respectively, of First National Bank of Kansas City, Kansas City, Missouri, to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of the Bank, and further stated and acknowledged that they had so signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 1971. My commission expires: (SEAL) Notary Public "fir• ACKNOWLEDGMENT STATE OF MISSOURI ) COUNTY OF JACKSON ) On this day of , 1971, before me, a Notary Public duly commissioned, qualified and acting within and for the State and County aforesaid, appeared in person the within named and and respectively, of Westport Casuals, Inc. , an Arkansas corporation, to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of the corporation, and further stated and acknowledged that they had so signed, executed and delivered the same for the uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 1971. Notary Public My commission expires: (SEAL) in Section 3. That the Mayor and City Clerk be, and they are hereby, authorized and directed for and on behalf of the City to do all things, take all action and execute all documents necessary to carry out the authority, enforce the rights and discharge the obligations of the City set forth in this Ordinance and in the Second Supplemental Lease and Agreement and in the Second Supplemental Trust Indenture authorized hereby. Section 4. That the Mayor and City Clerk be, and they are hereby, authorized and directed for and on behalf of the City to accept the supplement to the Stern Guaranty Agreement which is described in the form of Second `w. Supplemental Trust Indenture hereinbefore approved, and which, generally stated, is the supplement executed by the Guarantor to its original Guaranty Agreement to make clear that the Guarantor is guaranteeing payment of rentals and performance of all other obligations of the Lessee under the Lease Agreement as it has been amended and supplemented to, among other things, increase the rentals to cover debt service on the Series B Bonds. Section 5. That the provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 6. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. - Section 7. That it is hereby found and declared that the action authorized by this Ordinance is necessary in connection with the constructing and equipping of the Westport Casuals, Inc. Industrial Project which should be accomplished as expeditiously as possible in order that the City and its inhabitants may derive the public benefits flowing therefrom in the form of payrolls, employment, alleviation of unemployment and realization of other �i em r benefits flowing from the operation of the substantial industrial project. It is, therefore, declared that an emergency exists and this Ordinance being necessary for the immediate preservation of the public health, safety and welfare shall be in force and take effect immediately upon and after its passage. PASSED: 3,41ul-AK y /3 1971. ATTEST: City C1 (SEAL) APPROVED: Mayor CM CERTIFICATE The undersigned, City Clerk of Batesville, Arkansas, hereby certifies that the foregoing pages are a true and perfect copy of Ordinance No. ,%,3 passed at a 4. session of the City held at its regular meeting place at %; 00 o'clock ,/�7;•m., on the /3 day of January, 1971, and that the Ordinance is of record in Ordinance Record Book iJ page 361, now in my possession. I - ' GIVEN under my hand and seal this J/,/4 day of January, 19 71 . City lerk (SEAT,)