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C E R T I F I C A T E
12
The undersigned, Clerk of the City of Batesville,
Arkansas, hereby certifies that the foregoing pages, numbered 1
to inclusive, are a true and correct copy of Ordinance
No. adopted at a tt., -__,_---t ( session ae the
City Council of the City of Batesville, Arkansas, held at the
regular meeting place of the Council in said City at
o ' clockthe � � J
m . , on / c day o f
1960, and that said ordinance is of record in Ordinance Record
Book No. <_ page S L
now in my possession.
Given under my hand and seal this % day of
1960
(SEAL)
of the issuance of bonds and the payment of debt service during con-
struction, the City submitted to the electors the question of issuing
Revenue Bonds under the provisions of Act No. 9 in an amount not to
exceed $1,000,000 to finance a portion of said costs, and Independence
County, Arkansas submitted to the electors the question of issuing
General Obligation Bonds under Amendment No. 49 to the Constitution
of the State of Arkansas, in an amount not to exceed $500,000 for the
purpose of f nancing the remaining portion of said costs not paid by
Batesville Rubber Company; and
WHEREAS the electors of the City and the electors of the
County approved the issuance of said bonds for said purpose at special
elections held on the 15th day of march, 1960; and
WHEREAS the City and Independence County have agreed that
the proceeds of both bond issues will be used for the project and
other costs above referred to and, pursuant to the terms of an agree-
ment between the City and Independence County, the City will enter
into a Lease Agreement with Batesville Rubber Company specifying the
terms and conditions of the construction of the project and the leas-
ing of the same to Batesville Rubber Company, which lease was author-
ized by Ordinance No. of the City duly adopted and approved
on the / cX
day of September, 1960, and which lease will appear of
record in the office of the Circuit Clerk and Ex Officio Recorder of
Independence County, Arkansas, and to which reference may be made by
any interested party for the rental, terms, conditions and obligations
of the respective parties therein set forth, and Seiberling will un-
conditionally guarantee the performance of all covenants and obliga-
tions of Batesville Rubber Company, Lessee under said Lease Agreement,
and said guaranty will appear of record in the office of the Circuit
Clerk and Ex Officio Recorder of Independence County, Arkansas, and
to which reference may be made by any interested party; and
WHEREAS the rentals under said Lease will be pledged in
the first instance to the Act No. 9 Revenue Bonds and the Revenue
I � '"
Bonds will be secured by a first lien on the project (subject to said
Lease Agreement), but the surplus lease rentals, as hereinafter de-
fined in this ordinance, will be applied to the payment of the In-
dependence General Obligation Londs issued under Amendment No.
49 until said ;ror„';s neve been fully paid and discharged; and
WHFRFAS it has been determined that the estimated cost of
the project Is .,!.��0;000, including necessary expenses incidental
thereto, engincer n& fees, architectural 'Lees, legal fees, the ex-
penses of issuing the bonds and the payment of debt service during
construction, and that in order to finance said costs the City must
sell $900,000 of Revenue Bonds under Act No. 9 and Independence Ccu my
must sell $500,000 of General Obligation Bonds under Amendment No. 49;
and
WHEREAS it is necessary in coin -section with the issuance by
the City of the Revenue Bonds under Act No. 9 for the City to execute
and deliver a Trust Indenture (hereinafter sometimes called "Indenture")
to The First National Bank in Little Rock, Little Rock, Arkansas,
Trustee for the bondholders; and
WHEREAS the City has sold the Revenue Bonds, being $900,000
in principal amount and designated "City of Batesville, Arkansas In-
dustrial Development Revenue Bonds", dated March 1, 1960, bearing in-
terest at the rate of 4.58% per annum, payable semi-annually on March
1 and September 1 of each year, and maturing annually on March 1 of
each of the years 1962 to 1980, inclusive, but callable for payment
prior to maturity, all as hereinafter specified in detail, to E. L.
Villareal & Company, Dabbs Sullivan Company, Southern Securities Cor-
poration and Hill, Crawford & Lanford, Inc., all of Little Rock,
Arkansas, at a price of par and accrued interest for bonds bearing
interest at the rate of 4.58% per annum; and
WHEREAS the purchasers have elected to convert said
$900,000 in principal amount of bonds bearing interest at the rate of
4.58% per annum to an issue in the principal amount of $929,000
CM
bearing interest at the rates of 4%, 4 1/4% and 4 1/2% per annum,
which interest will be payable semi-annually on March 1 and September
1 of each year and which principal will mature on March 1 in each of
the years 1962 to 1950, inclusive, all as hereinafter set forth in de-
tail; and
WHEREAS said conversion has been examined and it has been
found that by conversion thereof the City will pay no more and receive
no less than it would pay and receive if the bonds had not been con-
verted and that the conversion is in accordance with the Notice of
Sale and is proper;
NOW, THEREFORE, BE IT ORDAINED by the City Council of the
City of Batesville, Arkansas:
Section 1. That there be, and there is hereby, authorized
the following:
(a) The acquisition of the fee simple title to the lands
being leased to Batesville Rubber Company and which lands are des-
cribed in the Trust Indenture hereinafter authorized; and
(b) The constructing of the factory buildings and improve -
meets on said lands and the purchase and installation of machinery and
equipment therein pursuant to and in acco:,-e?ance with the provisions
of the Lease Agreement dated the 24th day of October, 1960 wherein
the City is Lessor and Batesville Rubber Company is Lessee, which
Lease Agreement has been authorized by Ordinance No. i-- duly
adopted and approved on the /4 V" day of September, 1960 and which is
on file in the office of the City Clerk.
Section 2. That to provide for the authorization of and to
secure bonds of the City under Act No. 9, to finance a portion of the
cost of the project, in the aggregate principal amount of Nine Hundred
Twenty -Nine Thousand Dollars ($929,000), herein called the "bonds",
and to prescribe the terms and conditions upon which the bonds are to
be secured, executed, authenticated, accepted and held, the Mayor of
the City is hereby authorized and directed to execute and acknowledge
LM
a Trust Indenture, and the City Clerk of the City is hereby authorized
and directed to execute the Trust Indenture and to affix the seal of
the City thereto and to attest the same, and to cause said Trust In-
denture to be accepted, executed and acknowledged by the Trustee,
The First National Bank in Little Rock, Little Rock, Arkansas, with
the said Trust Indenture, which constitutes and is hereby made a part
of this authorizing ordinance, to be in the following form, to -wit:
TRUST INDENTURE
THIS INDENTURE executed as of the day of
_, 1960 by and between the CITY OF BATESVILLE, a city
of the first cl ss, duly existing under the laws of the State of
Arkansas and situatQd in Independence County (hereinafter sometimes
referred to as the "Cityf°) as party of the first part, and The First
National Bank in Little Rock, a national banking 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 Little Rock, Arkansas (hereinafter sometimes referred to as the
1°Trustee") as party of the second part,
WITNESSETH:
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 (hereinafter sometimes
referred to as "Act No. 9P°) to acquire necessary lands, construct
buildings and improvements thereon and to acquire and install
machinery and equipment therein for the conducting of manufacturing
operations, and to lease the same to an industry with renewal and
purchase options; and
WHEREAS the City is authorized by Act No. 9 to issue indus-
trial development revenue bonds payable from lease rentals and secured
by a first mortgage on the lands, improvements, machinery and equip -
meet so leased and
WHEREAS the City has acquired lands in Independence County,
Arkansas and has entered into an agreement with Batesville Rubber
Company, an Arkansas corporation and a wholly owned subsidiary of
Seiberling Rubber Company, a Delaware corporation (hereinafter some-
times referred to as "Seiberling"), pursuant to which the City is to
construct on said lands factory buildings and manufacturing facilities
thereon and is to purchase and install necessary machinery and equip-
ment thereon, which, together with the lands, will be hereinafter
sometimes referred to as the "project"; and
WHEREAS in order to finance the cost of the project, neces-
sary expenses incidental thereto, the cost of the issuance of bonds,
and the payment of debt service during construction, the City sub-
mitted to the electors the question of issuing Revenue Bonds under
Act No. 9 in an amount not to exceed $1,000,000 to finance a portion
of said costs, and Independence County, Arkansas submitted to the
electors the question of issuing General Obligation Bonds under
Amendment No. 49 to the Constitution of the State of Arkansas, in an
amount not to exceed $500,000, for the purpose of financing the
remaining portion of said costs not paid by Batesville Rubber Company;
and
WHEREAS the electors of the City and the electors of the
County approved the issuance of said bonds for said purpose at special
elections held on the 15th day of March, 1960; and
WHEREAS the City and Independence County have agreed that
the proceeds of both bond issues will be used for the project and
other costs referred to above and that, pursuant to the terms of said
agreement, the City has entered into a Lease Agreement with Batesville
Rubber Company specifying the terms and conditions of the constrlietion
of the project and the leasing of the same to Batesville Rubber
Company, and Seiberling has agreed to unconditionally guarantee the
performance of all covenants and obligations of Batesville Rubber
Company, Lessee under said Lease Agreement, which Lease Agreement and
guarantee will be recorded in the office of the Circuit Clerk and Ex
Officio Recorder of Independence County, Arkansas; and
WHEREAS the execution and delivery of this Trust Indenture
thereinafter sometimes referred to as the "Indenture") and the issu-
ance of the Revenue Bonds under Act No. 9 have been in all respects
duly and validly authorized by ordinance of the City Council of the
City of Batesville, Arkansas, being Ordinance No. duly
passed and approved on the ,�L- day of September, 1960 (hereinafter
sometimes referred to as "Ordinance No. i' '°); and
WHEREAS the City has sold the Revenue Bonds, being $900,000
in principal amount and designated 1°City of Batesville, Arkansas
Industrial Development Revenue Bonds", dated March 1, 1960, bearing
interest at the rate of 4.58% per annum, payable semi-annually on
March 1 and September 1 of each year, and maturing annually on March 1
of each of the years 1962 to 1980, inclusive, but callable for payment
prior to maturity, all as hereinafter specified in detail, to E. L.
Villareal & Company, Dabbs -Sullivan Company, Southern Securities Corp.
and Hill, Crawford & Lanford all of Little Rock, Arkansas, at a price
of par and accrued interest for bonds bearing interest at the rate of
4.58% per annum; and
WHEREAS the purchasers have elected to convert said
$900,000 in principal amount of bonds bearing interest at the rate of
4.58% per annum to an issue in the principal amount of $929,000 bear-
ing interest at the rate of 4%, 4k"/o and 42% per annum, which interest
will be payable semi-annually on March 1 and September 1 of each year
and which principal will mature on March 1 in each of the years 1962
to 1980, inclusive, all as hereinafter set forth in detail; and
WHEREAS said conversion has been examined and it has been
found that by conversion thereof the City will pay no more and receive
no less than it would pay and receive if the bonds had not been con-
verted and that the conversion is in accordance with the Notice of
Sale and is proper; and
WHEREAS the Revenue Bonds, the interest coupons to be
attached thereto, and the Trustee's certificate to be endorsed thereon
are all to be in substantially the following form, with necessary and
appropriate variations, omissions and insertions as permitted or
required by this Trust Indenture, to -wit:
err
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF ARKANSAS
CITY OF BATBMLLS
COMM (W I
% INDUSTRIAL DEVELOPMENT REVENUE BOND
No.
KNOW ALL MEN BY THESE PRESENTS:
That the GjjX pf6MqAjj_q _ _ , Arkansas,
a 0 of thm first 61"A under the laws of the State
of Arkansas, hereinafter called the 11 C4ty _°', acknowledges it-
self to owe, and, for value received, promises to pay to bearer, or,
if this bond be registered, to the registered owner hereof, on
1 , 19 , the principal sum of
in such coin or currency as at the time of payment is legal tender for
the payment of debts due the United States of America, and to pay in
like coin or currency interest on said principal amount from the date
hereof until paid at the rate of per
cent ( %) per annum, such interest to be payable semi-
annually on Mexch 1 and 8"—%I-�r 1 of each
year, commencing i'3eeptembm ., 1 , upon presentation and sur-
render of the annexed coupons as they severally become due. The
principal of this bond, unless registered, and the interest hereon
are payable at the office of Thaw lPko_t Mtb2MI jok S8 Little
Recks Uttle mak, Arkansas The principal of this
bond, if registered, is payable as the same falls due upon presenta-
tion and surrender hereof at the principal office of the Trustee
(hereinafter identified).
This bond is one of a series of a hundt*d t CE•vJxw
( 9,129 _) bonds aggregating Hine iced
Twenty -Nine Thousand Dollars ($929,000), known as "City of batesville,
Arkansas Industrial Development Revenue Bonds", dated March 1, 1960,
numbered consecutively from one (1) to nine hundred twenty-nine (929),
inclusive, all of like tenor and effect except as to number, rate of
interest, maturity and right of prior redemption, issued for the
purpose of acquiring lands and constructing on said lands factory
buildings and manufacturing facilities and purchasing and installing
necessary machinery and equipment (hereinafter called the "project"),
paying necessary expenses incidental thereto, paying the cost of the
issuance of bonds, and paying debt service during construction. Said
bonds 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 , duly
executed and delivered by the City to The First National Lank in
Little Rock, Little Rock, Arkansas, Trustee (herein called the
1°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 for the provisions, among others, with respect
to the nature and extent of the security, the rights, duties and ob-
ligations of the City, the Trustee and 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 are issued
pursuant to and in full compliance with the Constitution and laws of
the State of Arkansas, particularly Act No. 9 of the First Extra-
ordinary Session of the Sixty -Second General Assembly of the State of
Arkansas, approved January 21, 1960 (herein called "Act No. 9P1) and
pursuant to Ordinance No. e'4 duly adopted by the City Council
of the City and approved on the day of September, 1960, which
ordinance authorizes the execution and delivery of the Indenture.
This bond and the series of which it forms a part are not general
obligations of the City, but are special obligations payable solely
from revenues derived from the project. In this regard, the project
has been leased to Eatesville Rubber Company, an Arkansas corporation
(herein referred to as "Eatesville Rubber Company"), for a rental at
least sufficient to pay the principal of, interest on and paying
agent's fees in connection with the bonds as the same become due and
payable. Rental payments sufficient for said purposes are to be paid
to the Trustee and deposited in a special account designated "City
of Eatesville, Arkansas Industrial Development Revenue Bond Fund -
Batesville Rubber Company Project". The rental payments and revenues
derived from the project have been and are hereby duly pledged for
the payment of the principal of, interest on and paying agent's fees
in connection with the bonds as the same become due and payable. In
addition, the indebtedness evidenced by the bonds is secured by a
first mortgage on the project. The bonds do not constitute an in-
debtedness of the City within any constitutional or statutory limita-
tion.
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 or defend
any suit or other proceeding with respect thereto, except as provided
in the Indenture. In certain events, on the conditions, in the man-
ner 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 supplemental thereto, may be made only to the extent and
in the circumstances permitted by the Indenture.
The bonds shall be callable for payment prior to maturity as
follows: They will be non -callable prior to March 1, 1970 except
from condemnation proceeds or from the proceeds received as a
result of the exercise by the Lessee, under the above referred to
lease to Batesville Rubber Company, of its option to purchase
during said period (set forth in Section 1609 of said Batesville
Rubber Company Lease) and which concerns a purchase in the case of
damage or destruction or condemnation) and if called from funds
from said sources the bonds shall be callable on any interest
paying date in inverse numerical order at the principal amount of
the bonds being called plus accrued interest to rhe redemption
date and plus a premium of 5%. On and after March 1, 1970 the
bonds shall be callable on any interest paying date with surplus
lease rentals (as defined in the Trust Indenture) in inverse
numerical order at the principal amount of the bonds being called
plus accrued interest to the redemption date. On and after March 1,
1970 the bonds shall be callable on any interest paying date from
funds from any source in inverse numerical order, but if called
from funds from any source other than said surplus lease rentals,
the call price shall be the principal amount of the bonds being
called plus accrued interest and plus a premium of
5% if called on March 1, 1970 or September 1, 1970, a premium of
Q. if called on March 1, 1971 or September 1, 1971, a premium of
3% if called on March 1, 1972 or September 1, 1972, a premium of
2% if called on March 1, 1973 or September 1, 1973, a premium of
1% if called on March 1, 1974 or September 1, 1974 and no premium
if called thereafter.
lwe
Notice of the call for redemption shall be published one
time in a newspaper published in the City of Utile Rack,
ALi �i and having a bona fide circula-
tion through.ou�. the State of Ag!"M ,
with the publication to be at least fifteen (15) days prior to the
redemption date. Such notice shall specify the numbers and maturi-
ties of the bonds being called and the date on which they shall be
presented for payment. After the date specified in said 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.
This bond may be registered as to principal alone 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 en-
dorsed hereon and contained in the Indenture, nothing contained in
this bond or in the Indenture shall affect or impair the negotiability
of the bend. 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.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts,
conditions and things required to exist, happen and be performed pre-
cedent to and in the issuance of this bond do exist, have happened
and have been performed in due time, form and manner as required by
law; that the indebtedness represented by this bond and the series
of which it forms a part, together with all obligations of the Cites_,
does not exceed any constitutional or statutory limitation; and that
the above referred to revenues pledged to the payment of the princi-
AW
pal 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 WKI I1f ,
Arkansas has caused this bond to be executed in its name by its
Mayor and CUY Cleft , thereunto duly authorized, 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 'j. ttday of Xts'eh , 19 0
ATTEST:
Cfty Clfrk
( SEAL)
CITY OF BATBSYIILE, ARWW
By.
Mayor
(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 In-
denture.
No.
L=LR SCR, LIT= R=, ARFAKW
By
Authorized Signature
I.itti# , Arkawa#
19 60
(Form of Interest Coupon)
On the first day of _ XWCb , the City pf
xtttslht , 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 provision for payment thereof shall have been duly
made) will pay to bearer at Th* First Natle tl Book In Little Ruck,
Utall _wk- upon presentation and surrender hereof
the sum of
in such coin or currency as at the time of payment is legal tender
for the payment of debts due the United States of America, being six
(6) months' interest then due on its Industrial Development Revenue
Bond, dated Kris I , and numbered
CITY Of BATF.SVILIZ, ARX4X
By
Mayor
PROVISIONS FOR REGISTRATION AND RECONVERSION
This bond may be registered as to principal alone on books
of the UM Of 7ag"0111, Arkansas, kept by the Trustee
under the within mentioned Indenture, as bond registrar, upon pre-
sentation 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 thereon 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 representative.
Notwithstanding the registration of this bond as to principal, the
coupons shall remain payable to bearer and shall continue to be
transferable by delivery. Payment to the bearer of the coupons shall
fully discharge the MY in respect to the interest therein
mentionec whether or not this bond be registered as to principal and
whether or not any such coupons be overdue.
Date of Registration Name of Registered Owner Signature of Bond
Registrar
and
WHEREAS all things necessary to make the said bonds, when
authenticated by the Trustee and issued as in this Indenture provided,
the valid, biladin.3 and legal obligations of the ramy according
to the import thereof, and to constitute this Indenture a valid first
lien on the properties mortgaged and a valid pledge of the revenues
herein made to the payment of the principal of and interest on said
bonds, have been done and performed, and the creation, execution and
delivery of this Indenture, and the creation, execution and issuance
of said bonds, subject to the terms hereof, have in all respects been
duly authorized;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS IN-
DENTURE WITNESSET'H:
That the QL in consideration of the premises and the
acceptance by the Trustee of the trusts hereby created and of the
purchase and acceptance of the bonds by the holders and owners thereof,
and of the sum of One Dollar ($1.00), 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 for other good and
valuable cons-_.derations, the receipt of which is hereby acknowledged,
in order to secure the payment of the principal of and interest on
the bonds according to their tenor and effect and the performance and
observance by the Cis of all the covenants expressed or implied
herein and in the bonds, does hereby grant, bargain, sell and convey
unto The First Metal Bank In Little Rack. Little Rocks Ar sao ,
Trustee, and unto its successor or successors in trust, and to them an
their assigns forever:
1.
The following described real estate and premises situated
in the County of It t rad+ ca and State of Arkansas, with
all buildings, additions and improvements now or hereafter located
thereon or therein, with the tenements, hereditaments, appurtenances,
rights, privileges and immunities thereunto belonging or appertaining,
and warrants the title to the same, to -wit:
Part of the West Hall (Wk) of Section 10, Town-
ship 13 North, Range 6 West, described as follows:
Beginning at a point on West line of Highway 167,
said point being 106 feet West and 659 feet and
10 1/2" South from the Quarter Section corner
between Sections 3 and 10, said point being also
the Southeast corner of the Felts Motel Tract
(see deed recorded Book Y-6, page 381); thence
North 84 degrees West along the South line of
said tract and extension thereof 861 feet to a
point; thence South 200 feet to a point; thence
West 300 feet to a point; thence South 200 feet
to a point; thence West 914 :eet to a point on
the East right-of-way line of Missouri Pacific
Railroad; thence along said East right-of-way
line, South 36 degrees East 1300 feet and South
32 degrees East 1120 feet to the West right-of-
way line of Highway 167; thence along said West
right-of-way line North 32 degrees East 900
feet; thence North 21 degrees East 300 feet;
thence North 15 degrees East 483 feet; thence
North 800 feet to place of beginning, containing
56.2 acres, more or less.
2.
The following described personal property, equipment and
machinery placed and located in the buildings, additions and improve -
meets located on the real estate described in "1" hereof:
All machinery, equipment and f:ixtrres of every kind and
nature whatever purchased out of the proceeds of the Revenue Bonds
and the Amendment No. 49 bonds of Independence County, Arkansas, and
placed on the real estate described in "1" above or in said factory
building and other buildings, improvements, structures and facilities
erected on the real estate described in "1" above, and including,
without limitation, all replacements and substitutions which become
the property of the City pursuant to the provisions of Section 801
(b)(2) of the Batesville Rubber Company lease. In this regard all
such machinery, equipment and fixtures of every kind and nature shall
be clearly marked by an appropriate tag or other device reflecting
ownership by the City.
err
3.
A pledge of all revenues and income derived by the City from
the project including, without limitation, all rentals received by
the City from the leasing of the property and in particular the
rentals and profits received under and pursuant to that certain lease
by and between the City as Lessor and Batesville Rubber Company as
Lessee, dated October 24, 1960, and recorded in the office of the
Circuit Clerk and Ex Officio Recorder of Independence County, Arkansas,
pursuant to the terms of which all rentals are being deposited by the
Lessee directly in the "City of Batesville, Arkansas Industrial
Development Revenue bond Fund - Latesville Rubber Company Project"
(herein sometimes referred to as the "Lond Fund") in the Trustee Bank.
4.
Any and all other property of every name and nature from
time to time hereafter by delivery or by writing of any kind conveyed,
mortgaged, pledged, assigned or transferred, as and for additional
security hereunder by the City or by anyone in its behalf, or with
its written consent to the Trustee which is hereby authorized to re-
ceive any and all such property at any and all times and to hold and
apply the same subject to the terms hL:r.eof.
TO HAVE AND TO HOLD all the same with all privileges and
appurtenances hereby conveyed and assigned, or agreed or intended so
to be to the Trustee and its successors in said trusts and to them
and their assigns forever;
IN TRUST NEVERTHELESS, upon the terms and trusts herein
set forth for the equal and proportionate benefit, security and pro-
tection of all holders and owners of the said bonds and interest cou-
pons thereto attached issued under and secured by this Indenture (ex-
cept as otherwise required by Section 404 hereof) without privilege,
priority or distinction as to lien or otherwise of any of said bonds
or coupons thereto attached over any of the others of said bonds;
PROVIDED, HOWEVER, that if the City, its successors or
141W .r
assigns, shall well and truly pay, or cause to be paid, the principal
of the bonds and the interest due or to become due thereon, at the
times and in the manner mentioned in the bonds and the interest cou-
pons appertaining to the bonds, respectively, according to the true
intent and meaning thereof, and shall make the payments into the
Bond Fund as re-giUred under Article V, or shall provide, as permitted
hereby, for the payment thereof by depositing with the Trustee the en-
tire amount due or to become due thereon, and shall well and truly
keep, perform and observe all the covenants and conditions pursuant
to the terms of this Indenture to be kept, performed and observed by
it, and shall pay to the Trustee all sums of money due or to become
due to it in accordance with the terms and provisions Hereof, then
upon such final payments this Indenture and the rights hereby granted
Shall cease, determine and be void; otherwise, this Indenture to be
and remain in full force and effect.
THIS INDENTURE FURTHER WITNESSETH that, and it is expressly
declared, all bonds issued and secured hereunder are to be issued,
authenticated and delivered and all said revenue and income hereby
pledged is to be dealt with and disposed of under, upon and subject
to the terms, conditions, stipulations, covenants, Agreements, trusts,
uses and purposes as hereinafter expressed, and the City has agreed
and covenanted, and does hereby agree and covenant, with the Trustee
and with the respective holders and owners, from time to time, of the
said bonds or coupons, or any part thereof, as follows, that is to
say:
ARTICLE I
DEFINITIONS
Section 101. In addition to the words and terms elsewhere
defined in this Indenture, the following words and terms as used in
this Indenture shall have the following meanings:
"City of Batesville, Arkansas Industrial Development Revenue
Bond Fund - Batesville Rubber Company Project" or "Bond Fund" - The
fund created by Section 502 of the Indenture into which the funds
specified in Article V are to be deposited and out of which there is
to be paid the principal of and interest on the bonds and the paying
agent's fees.
"bonds" or tRevenue Bonds" - The City of Batesville,
Arkansas Industrial Development Revenue Bonds dated March 1, 1960
secured by the Indenture.
"Coupon" - The interest coupons attached to the bonds.
"City" - The City of Batesville, Arkansas, a city of the
first class under the laws of the State of Arkansas and situated in
Independence County, Arkansas.
"Indenture7° - This Trust Indenture together with all inden-
tures supplemental hereto.
"Outstanding hereunder" - ''bonds outstanding hereunder' -
All bonds which have been authenticated and delivered under this
Indenture except:
(a) Bonds cancelled because of payment or redemption prior
to maturity; and
(b) Bonds for the payment or redemption of which cash shall
have been theretofore deposited with the Trustee and paying agent
(whether upon or prior to the maturity or redemption date of any of
such bonds) provided that if such bonds are to be redeemed prior to
the maturity thereof, notice of such redemption shall have been
given or provision satisfactory to the Trustee and paying agent shall
have been made therefor, or a waiver of such notice, satisfactory in
form to the Trustee and paying agent, shall have been filed with the
Trustee and paying agent.
"Paying Agent" - The bank or trust company named by the
City as the place at which the principal of and interest on the
bonds shall be payable. The original paying agent is the same as the
Trustee, namely The First National Bank in Little Rock, Little Rock,
Arkansas.
"Person" - Includes natural persons, firms, associations,
corporations and public bodies.
property.
"Trust estate" or "property herein conveyed" - The mortgaged
"Trustee" - The Trustee for the time being, whether original
or successor, with the original Trustee being The First National Bank
in Little Rock, Little Rock, Arkansas.
"Mortgaged Property" - The properties (real and personal)
comprising the project, including the properties originally leased to
Batesville Rubber Company as well as all properties which, under the
terms of the Indenture, subsequently become subject to the lien of the
Indenture, but excluding all property owned by Batesville Rubber
Company or third parties to which title, under the terms of the
Indenture, remains in Batesville Rubber Company or third parties.
"Holder" or Bondholder09 - The bearer and the owner of any
of the bonds, whether or not registered as to principal.
"Owner of the bonds1° - The bearer of the bearer bonds and
the registered owner of bonds registered as to principal.
"Batesville Rubber Company" - Batesville Rubber Company,
an Arkansas corporation and the Lessee under the
EM
pMV
BttesvL116 Rubber/ lease. The term shall also include any assignee of
Mtesville bber/ in the event of an assignment pursuant to the
terms of the Bat.116 RubberCte�s� lease.
"°bateaville Rubber Lease" - The lease described
in Section 410 of the Indenture, out which is the lease covering the
leasing of the project to BatesVille Rubber CAMPOW and which lease
is of record in the office of the Circuit Clerk and Ex Officio ae-
corder of al County, Arkansas, and all supple-
ments thereto, whenever executed, which supplements are, or will be,
of record in the office of the Circuit Clerk and Ex Officio Recorder
of a 9MO County.
Section 102. Words of the masculine gender shall be deemed
and construed to include correlative words of the feminine and neuter
genders. Unless the context shall otherwise indicate, the words
"bond", "coupon", 0°owner", 1°holdert° and "person" shall include the
plural, as well as the singular, number.
ARTICLE II
THE BONDS
Section 201. No bonds may be issued under the provisions
of this Indenture except in accordance with this Article.
Section 202. The bonds shall be designated "City of Bates-
ville, Arkansas Industrial Development Revenue BondsP1. They shall be
dated March 1, 1960 and interest thereon shall be payable semi-
annually on March 1 and September 1 of each year commencing Septem-
ber 1, 1960. They shall be in the denomination of $1,000 each, and
shall be numbered consecutively from 1 to 929, inclusive. Bonds Nos.
1 to 362, inclusive, shall bear interest at the rate of 4% per annum;
Bonds Nos. 363 to 576, inclusive, shall bear interest at the rate of
4 1/4% per annum; Bonds Nos. 577 to 850, inclusive, shall bear in-
terest at the rate of 4 1/2% per annum; and Bonds Nos. 851 to 929,
inclusive, shall bear interest at the rate of 4% per annum. They
shall mature serially, unless sooner redeemed in the manner herein-
after set forth, annually on March 1 in each of the years set forth
in and in the amount set opposite each year in the following schedule:
YEAR BOND NOS. PRINCIPAL INTEREST TOTAL
MARCH SEPTEMEER 1
1960
1961
1962
1963
1964
1965
1966
1967
1968
1969
1970
1971
1972
1973
1974
1975
1976
1977
1978
1979
1980
1 - 30
31 - 60
61 - 91
92 -123
124 -157
158 -194
195 -233
234 -274
275 -317
318 -362
363 -411
412 -463
464 -518
519 -576
577 -638
639 -704
705 -775
776 -850
851 -929
$ 30,000
30,000
31,000
32,000
34,000
37 , 000
39,000
41,000
43,000
45,000
49,000
52,000
55,000
58,000
62,000
66,000
71,000
75,000
79,000
$ 19,532.50
19,532.50
18,932.50
18,332.50
17,712.50
17,072.50
16,392.50
15,652.50
14,872.50
14,052.50
13,192.50
12,292.50
11,251.25
10,146.25
8,977.50
7,745.00
6,350.00
4,865.00
3,267.50
1,580.00
$ 199532.50
19,532.50
18,932.50
18,332.50
17,712.50
17,072.50
16,392.50
15,652.50
14,872.50
14,052.50
13,192.50
12,292.50
11,251.25
10,146.25
8,977.50
7,745.00
6,350.00
4,865.00
3,267.50
1,580.00
$ 19,532.50
39,065.00
68,465.00
67,265.00
67,045.00
66,785.00
67,465.00
69,045.00
69,525.00
69,925.00
70,245.00
70,485.00
72,543.75
73,397.50
74,123.75
74,722.50
76,095.00
77,215.00
79,132.50
79,847.50
80,580.00
The interest on the bonds shall be evidenced by interest
coupons. The principal
of
the
bonds,
unless
registered, and
the in-
terest shall be payable
at
the
office
of the
paying agent.
The prin-
cipal, if registered as to principal, is payable upon presentation
and surrender of the bond at the principal office of the Trustee.
Payment shall be in any coin or currency which on the respective dates
of payment of such principal and interest is legal tender for the pay-
ment of debts due the United States of America.
Section 203. The bonds shall be executed on behalf of the
City by the Mayor and City Clerk thereof and
shall have impressed thereon the seal of the City The coupons
attached to the bonds shall be executed by the facsimile signature of
the Mayor which facsimile signature shall have the same force and
effect as if the Mayor had personally signed each of said coupons.
The bonds, together with interest thereon, shall be payable from the
"Bond Fund" as hereinafter set forth, and shall be a valid claim of
the holders thereof only against such fund and the revenues pledged
to such fund (but in addition shall be secured by a first mortgage
on the project), which revenues are hereby pledged and mortgaged for
the equal and ratable payment of the bonds and shall be used for no
other purpose than to pay the principal of and interest on the bonds,
and the paying agent's fees, except as may be otherwise expressly
authorized in this Indenture. The bonds and interest thereon shall
not constitute an indebtedness of the City _ within the meaning
of any constitutional or statutory provision. In case any officer
whose signature or facsimile of whose signature shall appear on the
bonds or coupons shall cease to be such officer before the delivery
of such bonds, such signature or such facsimile shall nevertheless
be valid and sufficient for all purposes, the same as if he had re-
mained in office until delivery.
Section 204. Only such bonds as shall have endorsed thereon•
a Certificate of Authentication substantially in the form hereinabove
set forth duly executed by the Trustee shall be entitled to any right
or benefit under this Indentt4re. No bond and no coupon appertaining
to any bond shall be valid or obligatory for any purpose unless and
until such Certificate of Authentication shall have been duly execut-
ed by the Trustee, and such Certificate of the Trustee upon any such
bond shall be conclusive evidence that such bond has been authenti-
cated and delivered under this Indenture. The Trustee's Certificate
of Authentication on any bond shall be deemed to have been executed
if signed by an authorized officer of the Trustee, but it shall not
be necessary that the same officer sign the Certificate of Authenti-
cation on all of the bonds issued hereunder. Before authenticating
or delivering any bonds, the Trustee shall detach and cancel all
matured coupons, if any, appertaining thereto, and such cancelled
coupons shall be cremated by the Trustee.
Section 205. The bonds issued under this 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 this Indenture.
Section 206. Upon the execution and delivery of this
Indenture, the City shall execute and deliver to the Trustee and the
Trustee shall authenticate the bonds and deliver them to the
purchasers, or order, upon payment of the purchase price plus accrued
interest from the date of the bonds to the date of delivery (or
accrued interest from September 1, 1960 to the date of delivery if the
first coupon is clipped).
Section 207. This Indenture is given in order to secure
funds to pay for new construction and by reason thereof it is intended
that this Indenture shall be superior to any laborers', mechanics' or
materialmen's liens which may be placed upon the project.
Section 208. In case any bond issued hereunder shall
become mutilated or be destroyed or lost, the City shall, if not
then prohibited by law, cause to be executed and the Trustee may
authenticate and deliver a new bond of like date, number, maturity
and tenor in exchange and substitution for and upon cancellation of
such mutilated mond and its interest coupons, or in lieu of and in
substitution for such bond and its coupons destroyed or lost, upon
the holder's or owner's paying the reasonable expenses and charges of
the Ciyy and the Trustee in connection therewith, and, in case
of a bond destroyed or lost, his filing with the Trustee evidence
satisfactory to it that such bond and coupons were destroyed or lost,
and of his ownership thereof, and furnishing the City and
Trustee with indemnity satisfactory to them. The Trustee is hereby
authorized to authenticate any such new bond.
Section 209. Title to any bond, unless such bond is
registered in the manner hereinafter provided, and to any interest
coupon shall pass by delivery in the same manner as a negotiable in-
strument payable to bearer. The Cit�r� shall cause books for the
registration and for the transfer of the bonds as provided in this
Indenture to be kept by the Trustee as bond registrar. At the option
of the bearer, any bond may be registered as to principal alone on
such books, upon presentation thereof to the bond registrar, which
shall make notation of such registration thereon. Any bond registered
as to principal may thereafter be transferred only upon an assignment
duly e;;ecuted by the registered owner or his attorney or legal repre-
sentative in such form as shall be satisfactory to the bond registrar,
such transfer to be made on such books and endorsed on the bond by
the bond registrar. Such transfer may be to bearer and thereafter
transferability by delivery shall be restored, subject, however, to
successive registrations and transfers as before. 11he principal of
any bond registered as to principal alone, unless registered to bear-
er, shall be payable only to or upon the order of the registered
owner or his legal representative, but the coupons appertaining to
U
any bond registered as to principal shall remain payable to bearer
notwithstanding such registration. No charge shall be made to any
bondholder for the privilege of registration and transfer herein-
above granted, but any bondholder requesting any such registration
or transfer shall pay any tax or other governmental charge required
to be paid with respect thereto. As to any bond registered as to
principal, the person in whose name the same shall be registered
shall be deemed and regarded as the absolute owner thereof for all
purposes and payment of or on account of the principal of any such
bond shall be made only to or upon the order of the registered owner
thereof, or his legal representative, and neither the City, the
Trustee, nor the bond registrar shall be affected by any notice to
the contrary, but such registration may be changed as herein pro-
vided. All such payments shall be valid and effectual to satisfy
and discharge the liability upon such bond to the extent of the sum
or sums so paid. The City, the Trustee, the bond registrar and the
paying agent may deem and treat the bearer of any bond which shall
not at the time be registered as to principal, and the bearer of any
coupon appertaining to any bond, whether such bond be registered
as to principal or not, as the absolute owner of such bond or
coupon, as the case may be, whether such bond or coupon shall be
overdue or not, for the purpose of receiving payment thereof and
for all other purposes whatsoever, and neither the City, the Trustee,
the bond registrar nor the paying agent shall be affected by any
notice to the contrary.
Section 210. As heretofore stated, the electors in
the special election approved the issuance of not to exceed $1,000,nm
in unconverted principal amount of bonds. There are initially beIn8
issued only $900,000 in unconverted principal amount of bonds, and
the City reserves the right to subsequently issue the remaining
$100,000 in principal amount for the purpose of constructing
additional improvements, extensions and betterments to this
project and/or purchasing and installing additional machinery,
equipment and fixtures on a parity of security with the bonds
initially being issued hereunder. Any such additional bonds shall
be issued only if there is exeenited a supplements]. 'Lease agreement
4
with the Lessee of the Project, unconditionally guaranteed by
Seiberling, increasing the basic annual rental under the Batesville
Rubber Company Lease in the amount necessary to pay the principal
of, interest on and paying agent's fees in connection with such
additional bonds with all other provisions of the Batesville
Rubber Company Lease to continue to be applicable and with such
supplemental lease agreement or agreements to be approved by the
Trustee.
Subject to the limitation of $100,000 in aggregate un-
converted principal amount such additional bonds may be issued in
series, with the series to be designated in alphabetical order
beginning with "A", must mature annually on March 1 of each year
with the last maturity to be no later than March 1, 1980, must
be dated on March 1 or September 1 and interest must be payable
semi-annually on March 1 and September 1 of each year, may bear
interest at any rate or rates not exceeding 6% per annum, and may
be sold with the privilege of conversion. Such additional bonds
shall be authorized by ordinance of the City but shall be con-
sidered under and pursuant to, and shall be in all particulars
subject to the terms and conditions of this Trust Indenture.
A&rICLE III
REDEM-TION OF BONDS BEFORE MATURITY
Section 301. The bonds shall be callable for payment prior to
maturity as follows: They will be non -callable prior to March 1,
1970 except from condemnation proceeds or from the -proceeds received
as a result of the exercise by the Lessee, under the above referred
to lease to Batesville Rubber Company, of its option to purchase
during said period (set forth in Section 1609 of said Batesville
Rubber Company Lease and which concerns a purchase in the case of
damage or destruction or condemnation) and if called from funds
from said sources the bonds shall be callable on any interest
paying date in inverse numerical order at the principal amount of
the bonds being called plus accrued interest to the redemption
date and plus a premium of 5%. On and after March 1, 1970 the
bonds shall be callable on any interest paying date with surplus
lease rentals (as defined in the Trust Indenture) in inverse
numerical order at the principal amount of the bonds being called
plus accrued interest to the redemption date. On and after March 1,
1970 the bonds shall be callable on any interest paying date from
funds from any source in inverse numerical order, but if called
from funds from any source other than said surplus lease rentals,
the call price shall be the principal amount of the bonds being
called plus accrued interest and plus a premium of
5% if called on March 1, 1970 or September 1, 1970, a premium of
47. if called on March 1, 1971 or September 1, 1971, a premium of
3% if called on March 1, 1972 or September 1, 1972, a premium of
2% if called on March 1, 1973 or September 1, 1973, a premium of
1% if called on March 1, 1974 or September 1, 1974, and no premium
if called thereafter.
Section 302. Notice of any redemption shall be published
one time in a newspaper published in the City ofUt I& #AWks
rk"W-S , and having a bona fide circula-
tion throughout the State of Atk"uaa ,
with the publication to be at least fifteen (15) days prior to the
redemption date. Such notice shall specify the numbers and maturities
of the bonds being called and the date on which they shall be pre-
sented for payment. Prior to the date fixed for redemption, funds
shall be placed with the Paying Agent to pay the bonds called and
accrued interest thereon and the premium, if any. Upon the happening
of the above conditions, the bonds thus called shall not thereafter
bear interest, and, except for the purpose of payment, shall no
longer be protected by this Indenture and shall not be deemed to be
outstanding under the provisions of this Indenture. It shall not be
necessary to give written notice of the redemption to the holder of
any bearer bond or to the owner of any registered bond whether or
not their names are on file with the Trustee.
Section 303. All bonds which have been redeemed shall be
cancelled by the Trustee together with the unmatured coupons apper-
taining thereto and shall not be reissued.
Section 304. All unpaid interest coupons which appertain
to bonds so called for redemption and which shall have bcccme payable
on or prior to the date of redemption shall continue to be payable
to the bearers severally and respectively upon the presentation and
surrender of such coupons.
ARTICLE IV
GENERAL COVENANTS
Section 401. The City covenants that it will promptly
pay the principal of and interest on every bond issued under this
Indenture at the place, on the dates and in the manner provided
herein and in said bonds, and in the coupons appertaining thereto
according to the true intent and meaning thereof. The principal
and interest (except interest, if any,paid from the proceeds from
the sale of the bonds and accrued interest) are payable solely from
revenues derived from the project, which revenues are hereby speci-
fically pledged to the payment thereof in the manner and to the
extent herein specified, and nothing in the bonds or coupons or
in this Indenture should be considered as pledging any other funds
or assets of the City (except the securing of the indebtedness
evidenced by the bonds and coupons by a first mortgage on the
mortgaged property).
Section 402. The City covenants that it will faithfully
perform at all times any and all covenants, undertaking, stipula-
tions and provisions contained in this Indenture, in any and every
bond executed, authenticated and delivered hereunder and in all
ordinances pertaining thereto. The City covenants that it is duly
authorized under the Constitution and laws of the State of Arkansas,
including particularly and without limitation Act No. 9, to issue
the bonds authorized hereby and to execute this Indenture, to
mortgage the property described and mortgaged herein and to pledge
the revenues in the manner and to the extent herein set forth; that
all action on its part for the issuance of the bonds and the
execution and delivery of this Indenture has been duly and effective-
ly taken; and that the bonds in the hands of the holders and owners
thereof are and will be valid and enforceable obligations of the
City according to the import thereof.
Section 403. The City covenants that it lawfully
..r
owns and is lawfully possessed of the lands described and mortgaged
herein and that it has good and indefeasible title and estate therein
in fee simple and that it warrants and will defend the title thereto
and every part thereof to the Trustee, its successors and assigns, for
the benefit of the holders and owners of the bonds against the claims
and demands of all persons whomsoever. The City covenants that it
will do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered, such Indenture or Indentures
supplemental hereto and such further acts, instruments, and transfers
as the Trustee may reasonably require for the better assuring, trans-
ferring, mortgaging, pledging, assigning and confirming unto the
Trustee all and singular the property herein described and the
revenues pledged hereby to the payment of the principal of and inter-
est on the bonds.
Section 404. No coupon or claim for interest appertaining
to any bond issued hereunder shall be kept alive after the date speci-
fied for the payment of such interest by the extension thereof or by
the purchase thereof by or on behalf of the City. Any such coupon or
claim for interest which in any way at or after the date specified
for the payment thereof shall have been transferred or pledged
separate or apart from the bond to which it relates or which shall in
any manner have been kept alive after the date specified for the pay-
ment thereof by extension or by the purchase thereof by or on behalf
of the City shall not be entitled to any benefit of or from this
Indenture, except after the prior payment in full of the principal of
all bonds issued hereunder and all coupons and interest obligations
not so transferred, pledged, kept alive or extended and, then only as
set forth in Section 506 hereof.
Section 405. The City covenants that it will promptly
cause to be paid all lawful taxes, charges, assessments, imposts and
governmental charges at any time levied or assessed upon or against
the mortgaged property, or any part thereof, which might impair or
VW
prejudice the lien and priority of this Indenture; provided, however,
that nothing contained in this section shall require the City to
cause to be paid any such taxes, assessments, imposts or charges so
long as the validity thereof is being contested in good faith and by
appropriate legal proceedings, and, provided, also that such delay
in payment shall not subject the mortgaged property or any part
thereof to forfeiture or sale.
Section 406. The City covenants that it will at all
times cause to be maintained, preserved and kept the mortgaged
property in good condition, repair and working order, and that it
will from time to time cause to be made all needed repairs so that
the operation and business pertaining to the mortgaged property
shall at all times be conducted properly and so that the mortgaged
property shall be fully maintained.
Section 407. The City covenants that it will cause
this Indenture and all indentures supplemental thereto, to be kept
recorded and filed in such manner and in such places as may be re-
quired by law in order to fully preserve and protect the security
of the holders and owners of the bonds and the rights of the
Trustee hereunder.
Section 408. The City covenants that so long as any
bonds issued hereunder and secured by this Indenture shall be out-
standing and unpaid the City will keep, or cause to be kept by
the Trustee proper books of record and account, in which full,
true and correct entries will be made of all dealings or trans-
actions of and in relation to the project and the revenues derived
from the project. When requested by the Trustee, the City agrees
to have the said books of record and account audited by an in-
dependent Certified Public Accountant. The audit report shall
contain at least the following information:
(a) All revenues derived from the project and all
expenses incurred by the MY ._� in connection
with the project;
(b) All payments, deposits, and credits to any pay-
ment, transfers and withdrawals from the funds
created under the provisions of this Indenture;
(c) The details pertaining to bonds issued, paid,
and redeemed; and
(d) The amounts on hand in each fund showing the
reopective amounts to the credit of each fund
and any security held therefor and showing the
details of any investments thereof.
The pity further covenants that all books and documents
relating to the project and the revenues derived from the project
shall at all times be open to the inspection of such account.,rnts or
other agencieo as the Trustee may from time to time desi&rate.
Section 439. To the extent that such infennati on shall be
made known to the pity __. under the teras of this section, it
will keep on file at the office of the Trustee a list of names and
addresses of the last known holders of all bonds payable to bearer
and believed to be held by each of such last known holders. Any bond-
holder may request that his name and address be placed on said list
by filing a written request with the City or with the Trustee,
which request shall include a statement of the Fri-Zcipal amount of
bonds held by such holder and the numbers of such bonds. The Trustee
shall be under no respo-nsib4.lity with regard to the accuracy of said
list. At reavonable times and under reasonable red ula.t-Lons estab-
lished by tha Trustee, said list may be inspected and copied by
holders and/or owners (or a designated representative there=of) of ten
per cent (10%) or more in principal amount of bonds outstanding bere-
under, such ownership and the authority of any suc-�: repre-
sentative to be evidenced to the satisfact'.cn of the Trustee.
0
.r
Section 410. It is understood that the project has been
leased to Batesville Rubber Company under a Lease Agreement dated
Octobw 24 , 1960, wherein the City is Lessor and
Batesville Rubber Company is Lessee. The performance of all covenants
and obligations of the Lessee has been unconditionally guaranteed by
Seiberling. The Lease Agreement is recorded in the office of the
Circuit Clerk and Ems: Officio Recorder of Independence County,
Arkansas and is referred to herein as the "Batesville Rubber
Company Lease". Sajd Lease sets forth the covenants and obligations
of the Lessee and reference is hereby made to the same for a
detailed statement of said covenants and obligations. The City
agrees to enforce all covenants and obligations of the Lessee under
the Batesville Rubber Company Lease and agrees that the Trustee in
its own name or in the name of the City may enforce all rights of
the Lessor and all obligations of the Lessee under and pursuant to
the said Lease for and on behalf of the bondholders whether or
not the Lessor (City) is in default in its covenant to enforce
such rights and obligations.
rr
ARTICLE V
REVENUES AND FUNDS
Section 501. The bonds herein authorized are not general
obligations of the City but are special obligations payable solely
from revenues derived from the project. And, as authorized by Act
No. 9, the indebtedness evidenced by the bonds is secured by a first
mortgage on the mortgaged property.
As heretofore pointed out, particularly in Section 410
hereof, the project has been leased to Batesville Rubber Company,
and the basic annual rental payments are to be made directly by the
Lessee to the Trustee for deposit in the Bond Fund (hereinafter
created). As heretofore set forth, the said basic annual rental
payments are at least sufficient in amount to insure the prompt
payment of the annual principal, interest and paying agent fee
requirements of the bonds and the entire amount of said basic annual
rental payments is pledged to the payment of the principal of,
interest on and paying agent's fees in connection with the bonds.
Section 502. There is hereby created and ordered to be
established with the Trustee a trust fund to be designated "City
of Batesville, Arkansas Industrial Development Revenue Bond Fund -
Batesville Rubber Company Project" (which is sometimes referred
to herein as the "Bond Fund").
Section 503. There shall be deposited into the Bond Fund
all accrued interest received at the time of the delivery of the
bonds and in addition such amount from the proceeds of the sale of
the bonds as shall be necessary, together with the accrued interest,
to cover the interest requirements until rental payments shall
coymnence under the Batesville Rubber Company lease pursuant to
the terms thereof, which amount shall be specified in a letter
of instructions signed by the Mayor and directed to the Trustee
and the Trustee shall be entitled to rely upon said letter of
instructions. In addition, there shall be deposited into the
Bond Fund, as and when reoeived, all basic annual rental payments
wr
0
of the Lessee under and pursuant to the provisions of Sections
203 and 204 of the Batesville Rubber Company Lease and all moneys
received by the Trustee under Section 801(b) (3) of the Batesville
Rubber Company Lease. Moneys received by the Trustee pursuant
to the provisions of Sections 1001, 1002 and 1609 of the Batesville
Rubber Company Lease shall be placed in the Bond Fund but shall be
segregated therein and used as hereinafter set forth in Section 508
hereof. Furthermore, the City hereby covenants and agrees that so
long as any of the bonds issued hereunder are outstanding, it will
deposit into the Bond Fund sufficient sums from revenues and income
derived from the project (whether or not under and pursuant to the
Batesville Rubber Company Lease) to promptly meet and pay the
principal of, interest on and paying agent's fees in connection with
the bonds as the same become due and payable, and to this end the
City covenants and agrees that, so long as any bonds issued hereunder
are outstanding, it will cause the project to be continuously
operated as a revenue and income producing undertaking. Nothing
herein shall be construed as requiring the City to use any funds or
revenues from any source other than funds and revenues derived from
the operation of the project for the payment of the principal of,
interest on and paying agent's fees in connection with the bonds,
but nothing herein shall be construed as prohibiting the City from
doing so.
Section 504. Except for the moneys seg_negated and
governed by the provisions of Section 508, moneys in the Bond
Fund shall be used solely for the payment of the principal of,
interest on and paying agent's fees in connection with the bonds,
except any amounts therein over and above the following (herein
sometimes called "surplus lease rentals"):
(a) The amount necessary to insure the prompt payment
of the principal of, interest on and paying agent's fees in con-
nection with the bonds;
(b) Any amount therein earmarked for bonds matured and
previously called for redemption;
(c) Any amount► if any, required for an expenditure
authorized by this Indenture which is necessary to fully protect
and realize the security of the bondholders;
(d) The amount necessary to establish and maintain a reserve
for contingencies in the maximum amount that will become due in any
year with reference to the bonds issued hereunder for principal,
interest and pay -_ng agent fee requirements; and
(e) The amounts received by the Trustee under and pursuant to
the provisions of Section 801 (b) (3) of the Batesville Rubber
Company Lease;
shall be transferred and paid by the Trustee out of the Bond Fund
to the Trustee for the Independence County Amendment No. 49 Bond-
holders for deposit in the 1°Independence County, Arkansas 1960
General Obligation Industrial Development Bond Fund" created by
Section 6 of the order of the County Court of Independence County,
Arkansas authorizing the issuance of Independence County Amendment
No. 49 Bonds, the proceeds of which were also applied to the project.
Such transfer shall be made semiannually on or before the 10th day
of February and the 10th day of August of each year, and the Trustee
shall require and keep on record a receipt from the Trustee for
the Independence County Amendment No. 49 Bondholders of the amount
so transferred. The agreement herein to transfer said funds shall
not be construed as in any manner to impair the pledge of the
revenues from the project to the revenue bonds authorized hereby
and issued hereunder, which pledge shall constitute a first and
prior lien on said revenues. When the entire principal of,
interest on and paying agent's fees in connection with the Indepen-
dence County General Obligation Industrial Development Bonds issued
under said County Court Order, the proceeds of which have been
applied to the construction of the project, have been paid or
provision made for such payment, said transfers shall cease.
Thereafter all surplus lease rentals and all moneys referred to in
(e) above, which for purposes of redemption shall be considered
D
surplus lease rentals, shall be used to call. the bonds for payment
prior to maturity from time to time on the next succeeding interest
payment date (which is on or after March 1, 1970) after said surplus
lease rentals become available.
When }he principal of, interest on and paying agent's fees in
connection with c1l bonds issued hereunder and all of the Indepen-
dence County Amendment No. 49 Bonds shall have been fully paid and
discharged, or adequate provision made therefor, any remaining
balance, if any, in the Bond Fund shall be deposited in
First National Bark, Batesville, Arkansas, in a special Trustee
account in said bank created pursuant to an agreement between the
City and Independence County, Arkansas, which agreement specifies
the respective interests of the parties thereto and controls the
disbursement of moneys in said special Trustee account, provided,
however, if the Lessee under the Batesville Rubber Company Lease
shall exercise its option to purchase under and pursuant to the
applicable provisions of the Batesville Rubber Company Lease, the
amount in the Bond Fund not earmarked for bonds matured and bonds
previously called for redemption but unpaid shall automatically
become theproperty of the Lessee and shall either be paid to the
Lessee or the Lessee shall receive credit for the amount therein
on said purchase price.
iow
Section 505. The bond Fund shall be in the name of the
-_ and the _Cjjt�X_ hereby authorizes and directs the Trustee
and Paying Agent to withdraw sufficient funds from the Bond Fund to
i
pay the interest on and principal of all outstanding bonds as the
same become due and payable and sufficient to pay its fees, and to
apply the funds so withdrawn to the payment of said interest, princi-
pal, and fees, and to apply the funds so withdrawn to the payment of
said interest, principal and fees, which authorization and direction
the Trustee and Paying Agent hereby accepts.
Section 506. In the event any bonds shall not be pre-
sented for pa.5-meet when the principal thereof becomes due, either at
maturity or othem--ise, or at the date fixed for redemption thereof, or
in the event any coupon shall not be presented for pay -MEM t nt the due
date thereof, if there shall have been deposited with the Paying Agent
for the purpose, or left in trust if previously so deposited., funds
sufficient to pay the principal thereof together with all interest
unpaid and due thereon, to the date of maturity thereof, or to the
date fixed for redemption thereof, or to pay such coupon, a3 the case
may be, for the benefit of the holder thereof or the holder of such
coupon, all lability of the - - to the holdzr thereof for the pay-
ment of the principal thereof and interest thereon, or to the holder
of said overdue coupon for the payment thereof, as the care -may be,
shall forthwith cease, determine and be completely discharged, and
thereupon it shall be the duty of the paying agent to hold such fund
or funds, without liability for interest thereon, for the benefit
of the Molder of such bend, or the holder of such coupon_, aia the case
may be, u7ho shall thereafter be restricted P:xclus .��e]_y to 0,-.i�-h fund
or funds, for any claim of whatever nature on H3 part tinder this
Indenture or on, or with respect to, said bond or coupon.
Section 507. All moneys required to be deposited with or
paid to the Trustee and Paying Agent under any provision of this
Trust Indenture shall be held by the Trustee and Paying Agent in
trust, and except for moneys deposited with or paid to the Trustee
and Paying Agent for the redemption of bonds, notice of the redemp-
tion of which has been duly given, shall, while held by the Trustee
and Paying Agent, constitute part of the trust estate and subject
to the lien hereof.
Section 508. Moneys received by the Trustee pursuant
to the provisions of Sections 1001, 1002 and 1609 of the Batesville
Rubber Company Lease shall be used by the Trustee on the next
succeeding interest payment date after receipt for the redemption
of bonds issued hereunder prior to maturity. After all bonds
issued hereunder have been fully paid and discharged, or adequate
provision made therefor, said moneys shall be transferred to the
Trustee for the Independence County Amendment No. 49 Bondholders
for use in redeeming said Amendment No. 49 Bonds and after all of
said Amendment No. 49 Bonds have been fully paid and discharged,
or adequate provision made for their payment, said moneys shall
be deposited in
First National Bmk, Batesville, Arkansas,,
in the special Trustee account in said bank created pursuant to
the above referred to Agreement between the City and Independence
County, Arkansas.
VW
ARTICLE VI
CUSTODY AND APPLICATION OF PROCEEDS OF BONDS
Section 601. From the proceeds of the sale of the bonds
there shall be deposited in the Bond Fund the accrued interest, which
shall be used to pay interest on the bonds as the same becomes due and
payable. Also, there shall be deposited in the Bond Fund from the pro-
ceeds of the sale of the bonds such additional amount as shall be
necessary, together with the accrued interest, to cover the interest
requirements until rental payments shall commence under the Batesville
Rubber Company Lease pursuant to the terms thereof.
Section 602. There is hereby created and ordered to be
established with the Trustee a trust fund to be designated "Industrial
Development Construction Fund - Eatesville Rubber Company Project"
(which is herein called "Construction Fund"). The balance of the
proceeds of the sale of the bonds remaining after the deposits re-
quired by Section 601 have been made shall be deposited in the Con-
struction Fund and the amount therein in excess of the amount insured
by the Federal Deposit Insurance Corporation must be continuously
secured by bonds or other direct or fully guaranteed obligations of
the United States of America; provided, however, that any moneys in
the Construction Fund invested in accordance with the provisions of
Article VII need not be secured. Moneys in the Construction Fund
shall be expended only for the cost of acquiring the lands, con-
structing and/or furnishing utility services thereto, designing and
constructing the manufacturing buildings and permanent improvements
thereon, purchasing and installing machinery and equipment, paying
architectural and engineering fees, legal fees, the expenses of issu-
ing the bonds, and all other project costs of every nature which,
under the terms of the Batesville Rubber Company Lease, are to be paid
out of the proceeds of the bonds.
Each disbursement shall be on the basis of a requisition
signed by the parties hereinafter identified and specifying:
(a) That the disbursement is for a proper expense of
the project;
(b) The name of the person, firm or corporation to
whom payment is due;
(c) The amount to be paid; and
(d) The purpose by general classification for which
the obligation to be paid was incurred.
In the case of requisitions for "construction cost", as
that term is defined in Section 106 of the Batesville Rubber Company
Lease, reference is hereby made to Section 105 of the Batesville
Rubber Company Lease for the provisions specifying that the total
obligations of the City and the County for the payment of "construc-
tion cost" are $1,300,000 and, therefore, the Trustee shall see that
requisitions for "construction cost", as said term is defined in Sec-
tion 106 of the Batesville Rubber Company Lease, payable from the pro-
ceeds of the Revenue Bonds of the City and from the proceeds of the
Amendment No. 49 Bonds of the County do not exceed in the aggregate
$1,3001000.
Each requisition for "construction cost", as that term is
defined in Section 106 of the Batesville Rubber Company Lease, except
the items referred to in Section 106(:�;,.-ha;.l be signed by a repre-
sentative of the City and a representative of Eatesville Rubber Com-
pany. The representative of the City to sign said requisitions is
hereby designated as Ginocchio-Cromwell & Associates, Architects,
416 Center Street, Little Rock, Arkansas, and the representative of
Batesville Rubber Company shall be designated by Batesville Rubber Com-
pany and the name of the representative so designated shall be fur-
nished the Trustee.
In the case of requisitions for the items of "construction
cost" specified in Section 106(f) of the Batesville Rubber Company
Lease and in the case of "Lessor's expenses and costsf1, as that term
is defined in Section 107 of the Batesville Rubber Company Lease, each
requisition shall be signed by a duly designated representative of
the City, but it shall not be necessary for said requisitions to be
signed by a representative of Batesville Rubber Company. The repre-
sentative of the City to sign requisitions for the items of "con-
struction cost" set forth in Section 106(f) of the Batesville Rubber
Company Lease and "Lessor's expenses and costs" as defined in Section
107 of the Batesville rubber Company Lease is hereby designated as
follows: The County Judge of the County, the President of the Chamber
of Commerce of the City, and the Mayor of the City, it being sufficient
as to any requisition if any two of said designated persons sign any
requisition, and it being understood that the individuals to sign are
the County Judge, President of the Chamber of Commerce of the City
and mayor of the City serving in such capacities at the time of the
signing of the requisition.
The Trustee is hereby authorized and directed to issue its
checks for each disbursement called for by requisitions signed as
above specified and filed with the Trustee. One copy of each requi-
sition filed with the Trustee shall be forwarded to the City Clerk of
the City, one copy shall be forwarded to the County Clerk of In-
dependence County, Arkansas and one c(,r,, €lit.11 be forwarded to the
Lessee of the Batesville Rubber Company Lease. The Trustee shall
keep and maintain adequate records pertaining to the Construction
Fund and all disbursements therefrom and after the project has been
completed the Trustee shall file an accounting with the City Clerk of
the City, the County Clerk of the County and the Lessee of the Bates-
ville
ates-ville Rubber Company Lease.
Section 603. The completion of the project, from the
standpoint of all disbursements from the Construction Fund, shall be
evidenced by the filing with the Trustee of a certificate signed by
the designated representatives of the City in Section 602 and by the
representative of Batesville Rubber Company, which certificate shall
set forth the date of completion and that all obligations payable out
of the Construction Fund have been paid and discharged. As provided
in Section 105 of the Batesville Rubber Company Lease, the total obli-
gations of the City and the County for the payment of "Construction
Cost" is $1,300,000. Aoneys in the Construction Fund will be in-
vested, as provided in Article VII hereof, and it is understood that
the obligations of the City and County for "Construction Cost" shall
not be increased by virtue of earnings on such investments or reduced
by virtue of any losses resulting from such investments. Any such
earnings not used in payment of "Lessor's expenses and costs" shall,
along with any remaining balance in the Construction Fund, be de-
pr,sited in the Bond Fund after certification of completion of the
_� ject as above set forth.
I%W
ARTICLE VII
INVESTMENTS
Section 701. (a) Moneys held for the credit of the Con-
struction Fund shall be invested and reinvested in direct obligations
of, or obligations, the principal and interest on which are guaran-
teed by, the United States Government, which have maturity dates, or
are subject to redemption by the holder at the option of the holder,
on or prior to the dates the funds will be needed. The Trustee of
the Construction Fund shall so invest and reinvest the funds therein
on the basis of certificates of the architectural and engineering
firm supervising the construction work as to when the funds being
invested will be needed for the project.
(b) Moneys held for the credit of any other fund shall be
invested and revi_naested by the Trustee in direct obligations of, or
obligations, the principal of and interest on which are guaranteed by,
the United States Government, which shall mature, or which shall be
subject to redemption by the holder at the option of the holder, not
later than the date or dates when the money held for the credit of
the particular Lund will be required for the purposes intended. The
reserve for contingencies in the Bond Fund may be invested in such
obligations having maturity dates or subject to redemption not to
exceed ten (10) years from the date of purchase.
(c) Obligations so purchased as an investment of moneys
in any such fund shall be deemed at all times a part of such fund,
and the interest accruing thereon and any profit realized from such
investments shall be credited to such fund, and any loss resulting
from such investment shall be charged to such fund, but such charge
shall not affect the obligations of the City and the County for the
payment of Construction Cost in the amount of $1,300,000 as referred
to in Section 603 hereof.
M
ARTICLE VIII
POSSESSION, USE AND RELEASE OF
MORTGAGED PROPERTY
Section 801. So long as not otherwise provided in
this Trust Indenture, the City shall be suffered and permitted
to possess, use and enjoy the mortgaged property and appurtenances.
Section 802. The City may sell, exchange or otherwise
dispose of any property at any time covered by the lien of this
Trust Indenture, the retention of which is no longer desirable
in the conduct of the City's business pertaining to the mortgaged
property or of the business of any Lessee leasing the mortgaged
property, and the Trustee shall release the same from the lien
hereof, but only upon the following conditions:
(a) Any of Lessons machinery, equipment and fixtures
may be removed, sold, replaced or otherwise disposed of as pro-
vided in the Batesville Rubber Company Lease, and, without limita-
tion, particularly in Article VIII thereof, upon the receipt
by the Trustee of a certificate signed by an authorized officer
of Batesville Rubber Company identifying the machinery, equipment
and fixtures and certifying compliance with the provisions of
the Batesville Rubber Company Lease pertaining to such removal,
sale, replacement or disposition. The Trustee shall, if requested
and if satisfied that the removal, sale, replacement or disposition
is in accordance with the provisions of Article VIII of the
Batesville Rubber Company Lease, take the necessary steps to release
said machinery, equipment and fixtures from the lien of this
Indenture;
(b) As to any of the mortgaged property other than the
property referred to in (a) above, the Trustee shall release the
same, but only upon the prior receipt by the Trustee of:
1. A copy of a resolution certified to as having been
duly and properly adopted by the City Council of
the City requesting such release;
I VAWW °*W
2. A certificate signed by the Mayor of the City
and an officer of the Lessee identifying the
property and stating in substance as follows:
(a) that the retention of such property is no
1cr;,-,er desirable in the conduct of the business
cf the City pertaining to the project or of the
Le4see and that the usefulness of the project
for `he manufacturing purposes for which designed
will not be impaired by its release; (b) that the
property is being sold or exchanged for a consid-
eration representing, in the opinion of the
signer, its fair market value which consideration
may be (i) cash, (ii) other property or (iii)
partly cash and other property and partly obliga-
ticzs secured by a purchase money mortgage upon
the property released, such consideration to be
set out in reasonable detail in such certificate.
Section 803. Any equipment placed in or on the mortgaged
property, whether in exchange or in lieu of any sold, removed or
disposed of under Section 802 hereof, or otherwise placed therein or
thereon at any time, except equipment, machinery and personal property
placed thereon by the Lessee or third parties at no expense to Lessor
and to which the title remains in the Lessee or third parties, shall
automatically become and be subject to the lien of this Indenture as
if specifically mortgaged hereby. The City will, however, upon
written request by the Trustee, convey the same to the Trustee by
appropriate instrument and cause the same to be recorded and filed in
such manner as appropriate to secure and continue the lien of this
Indenture thereon.
Section 804. Any money stated in the certificate referred
to in Section 802 (b) (2) above to be the consideration for any such
property to be released and any real and personal property of
whatever nature.
included in the consideration referred to in Section 802(b)(2) shall
be transferred to the Trustee and shall be subject to the lien of
this Indenture. Any such money and any such real and personal proper-
ty shall if requested be delivered by the Trustee to the City to re-
imburse the latter for the cost of extensions, additions, betterments
and improvements to the mortgaged property or for the purchase of
additional property, but in the case of extensions, additions, better-
ments and improvements to the mortgaged property and in the case of
the purchase of additional property, only upon the receipt by the
a~ustee of a resolution of the City Council of the City certified by
tho City Clerk of the City requesting the Trustee to make such payment
and accompanied by a certificate of the Mayor of the City and of an
officer of the Lessee setting forth: (1) a description of the property
purchased or of the extensions, additions, betterments and improve -
meats and the cost of the same and that such cost was the fair and
reasonable consideration thereof; (2) that no part of the cost of such
property, extensions, additions, betterments and improvements has been
included in any certificate previously furnished to the Trustee under
this Section or has been the basis of withdrawals of any moneys under
any other provision of this Trust Mand (3) that the new
property, extensions, additions, betterments and improvements are
free and clear of any lien or charge of any nature whatever, except
the lien of this Indenture.
Any new property so acquired and all extensions, additions,
betterments and improvements shall automatically become and be sub-
ject to the lien of this Indenture as fully as if specifically mort-
gaged and assigned hereby. The City will, however, upon written re-
quest, by the Trustee, convey and assign the same to the Trustee by
appropriate deeds or other instruments and cause the same to be re-
corded and filed in such manner as appropriate to secure and continue
the lien of this Indenture thereon. If any such money and real and
personal property included in the consideration referred to in
I Ow NOW
Section 842(b)(2) is not requested to be delivered by the Trustee to
the City, in the manner specified above, the money shall be deposited
by the Trustee in the Bond Fund and the real and personal property
shall be and remain subject to the lien of this Indenture and held
by the Trustee.
F
0
0
ARTICLE IX
DISCHARGE OF LIEN
Snction 901. If the 61ty shall pay or cause to
be paid to the holders and owners of the bonus and coupons the
principal and interest to become due thereon at the times and in the
manner stipulated therein, and if the City shall keep, perform
and observe all and singular the covenants and promises in the bonds
and in this indenture expres3ed as to be kept, perforrind and observed
by it or on its part, t:,.en these presents and til-_ estate and rights
hereby granted shall cease, determine and be void, ani thereupon the
Trustee shall cancel and discharge the lien of this i* -lenture, and
execute and deliver to the MY such instruments in writing as
shall be requisite to satisfy the lien hereof, and re -convey to the
Cita �- the estate hereby conveyed, and assign and deliver to
the City any property at the time subject to the lien of
this Indenture which may then be in its possession, except cash held
by it for the payment of the principal of and interest on the bonds.
Bonds and coupons for the payment or redemption of which
moneys shall have been deposited with the Trustee (whether upon or
prior to the maturity or the redemption date of such bonds) shall be
deemed to be paid within the meaning of this Section; provided, how-
ever, that if such bonds are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been duly given.
The cit,' may at any time surrender to the Trustee
for cancellation by it any bonds previously authenticated and de-
livered hereunder, together with any unpaid coupons thereto belonging,
which the City may have acquired in any manner whatsoever,
and such bonds and coupons, upon such surrender and cancellation,
shall be deemed to be paid and retired.
Ik
.r
ARTICLE X
DEFAULT PROVISIONS AND REMEDIES OF
TRiJ'f�i: AND BC��DIOLDT dS
Secticn ?C01. If any of the following events occur, subject
to the provisions of Section 1013 hereof, it is hereby defined as and
declared to be and to constitute an 1°event of default":
(a) Dwf;ai;Zt in the due and punctual payment of any interest
on any bond hereby secured and outstanding and the continuance there-
of for a period of thirty (30) days;
(b) Default in the due and punctual payment of any moneys
required to be paid to the Trustee under the provisions of Article V
hereof and the continuance thereof for a period of thirty (30) days;
(c) Default in the due and punctual payment of the princi-
pal of any bond hereby secured and outs-L.Andir , Waether at the stated
maturity thereof, or upon proceedings fr -,r re- e.:.ption thereof, or upon
the maturity thereof by declaration;
(d) DPLault in the performance or observance of any other
of the covenants, a-reements or conditions on its part in this Inden-
ture, or in the bonds contained, and the continuance thereof for a
period of sixty (60) days after written notice to the City by the
Trustee or by the holders of not less than ten per cent (10%) in
aggregate principal amount of bonds outstanding hereunder.
The term "default" shall mean default by the City in the
performance or observance of any of the covenants, agreements or
conditions on its part contained in this Indenture, or in the bonds
outstanding hereunder, exclusive of any period of grace required to
constitute a default an 1°event of defaultt° as hereinabove provided.
L= -
Notwithstanding
Notwithstanding anything contained herein to the contrary,
if the failure to perform or observe any of the covenants, agreements,
or conditions specified in this Indenture or in the bonds, to be
performed or observed by the City or by Batesville Rubber Company, is
caused by force majeure, as that term is defined in Section 1614 of
the Batesville Rubber Company Lease, then such failure, other than any
default specified in sub -sections (a), (b) or (c) of this Section
1001, and other than failure to perform the obligations in the
Batesville Rubber Company Lease to maintain insurance, shall not con-
stitute a default or an event of default during the continuance of
such force majeure, and for a reasonable time thereafter.
Section 1002. Upon the occurrence of an event of default,
the Trustee may, and upon the written request of the holders of
twenty-five per cent (257x) in aggregate principal amount of bonds
outstanding hereunder, shall, by noti_co in. wii *inq r" Own-,
declare the principal of all bonds hereby secured then
outstanding and the interest accrued thereon immediately due and pay-
able, and such principal and interest shall thereupon become and be
immediately due and payable.
Section 1003. Upon the occurrence of an event of default,
the City , upon demand of the Trustee, shall forthwith surrender
to it the actual possession of, and it shall be lawful for the Trustee,
by such officer or agent as it may appoint, to take possession of,
all or any part of the mortgaged property with the books, papers and
accounts of the Cita pertaining thereto and to hold, operate
and manage the same, and from time to time to make all needful re-
pairs and improvements as by the Trustee shall be deemed wise; and
the Trustee, with or without such permission, may collect, receive
and sequester the tolls, rents, revenues, issues, earnings, income,
products and profits therefrom and out of the same and any moneys
received from any receiver of any part thereof pay, and/or set up
proper reserves for the payment of, all proper costs and expenses of
so taking, holding and managing the same, including reasonable com-
pensation to the Trustee, its agents and counsel, and any charges of
the Trustee hereunder, and any taxes, and assessments and other
charges prior to the lien of this Indenture which the Trustee may
deem it wise to pay, and all expenses of such repairs and improve-
ments, and apply the remainder of the moneys so received by the
Trustee in accordance with the provisions of Section 1005 hereof.
Whenever all that is due upon such bonds and installments of interest
under the terms of this Indenture shall have been paid and all de-
faults made good, the Trustee shall surrender possession to the City
its successors or assigns; the same right of entry, however, to exist
upon any subsequent event of default.
While in possession of such property the Trustee shall
render annually to the bondholders, at their addresses as set forth
1%W rr'
9
in the list required by Section hereof, a summarized statement of
income and expenditures in connection therewith.
Section 1.004. Upon the occurrence of an event of default,
the Trustee may, as an alternative, proceed either after entry or
without entry, to pursue any available remedy by suit at law or equity
to enforce the payment of the principal of and interest on the bonds
then outstanding hereunder, including, without limitation, foreclosure
and mandamus.
If an event of default shall have occurred, and if it shall
have been requested so to do by the holders of twenty-five per cent
(25%) in aggregate principal amount of bonds outstanding hereunder
and shall have been indemnified as provided in Section 1101 hereof,
the Trustee shall be obliged to exercise such one or more of the
rights and powers conferred upon it by this Section and by Section
1003 as the Trustee, being advised by counsel, shall deem most ex-
pedient in the interests of the bondholders.
No remedy by the terms of this Indenture conferred upon or
reserved to the Trustee (or to the bondholders) is intended to be
exclusive of any other remedy, but each and every such remedy shall
be cumulative and shall be in addition to any other remedy given
hereunder or now or hereafter existing at law or in equity or by
statute.
No delay or omission to exercise any right or power accru-
ing upon any default or event of default shall impair any such right
or power or shall be construed to be a waiver of any such default or
event of default or acquiescence therein; and every such right and
power may be exercised from time to time and as often as may be
deemed expedient.
No waiver of any default or event of default hereunder,
whether by the Trustee or by the bondholders, shall extend to or
shall affect any subsequent default or event of default or shall im-
100kW 141W
pair any rights or remedies consequent thereon.
Section 1005. Anything in this Indenture to the contrary
notwithstanding, the holders of a majority in aggregate principal
amount of bonds outstanding hereunder shall have the right, at any
time, by an instrument or instruments in writing executed and de-
livered to the Trustee, to direct the method and place of conducting
all proceedings to be taken in connection with the enforcement of
the terms and conditions of this Indenture, or for the appointment
of a receiver or any other proceedings hereunder; provided that such
direction shall not be otherwise than in accordance with the pro-
visions of law and of this Trust Indenture.
Sectio: 1006. Upon the occurrence of an event of default,
and upon the filing of a suit or other commencement of judicial
proceedings to enforce the rights of the Trustee and of the bond-
holders under this Indenture, the Trustee shall be entitled, as a
matter of right, to the appointment of a receiver or receivers of
the mortgaged property and of the tolls, rents, revenurys, issues,
earnings, income, products and profits thereof, pending such pro-
ceedings, with such powers as the court making such appointment
shall confer.
Section 1007. In case of an event of default on its part,
as aforesaid, to the extent that such rights may then lawfully be
waived, neither the City nor anyone claiming through it or
under it shall or will set up, claim, or seek to take advantage of
any appraisement, valuation, stay, extension or redemption laws now
or hereafter in force, in order to prevent or hinder the enforcement
of this Indenture, but the Cita , for itself and all who may
claim through or under it, hereby waives, to the extent that it
lawfully may do so, the benefit of all such laws and all right of
appraisement and redemption to which it may be entitled under the
laws of the State of Arkansas.
rM
Section 1003. Subject to the provisions of Section 404
hereof, available moneys shall be applied by the Trustee as follows:
(a) Unless the principal of all the bonds shall have
become or shall have been declared due and payable, all such moneys
shall be applied:
First: to the payment to the persons entitled thereto of
all installments of interest then due, in the order of the maturity
of the installments of such interest, and, if the amount available
shall not be sufficient to pay in full any particular installment,
then to the payment ratably, according to the amounts due on such
installment, to the persons entitled thereto, without any discrimina-
tion or privilege;
Second: to the payment to the persons entitled thereto of
the unpaid principal of any of the bonds which shall have become due
(other than bonds called for redemption for the payment of which
moneys are held pursuant to the provisions of this Indenture), in the
order of their due dates, with interest on such bonds from the re-
spective dates upon which they become due, and, if the amount avail-
able shall not be sufficient to pay in full bonds due on any particu-
lar date, together with such interest, then to the payment ratably,
according to the amount of principal due on such date, to the persons
entitled thereto without any discrimination or privilege; and
Third: to the payment of the interest on and the principal
of the bonds, and to the redemption of bonds, all in accordance with
the provisions of Article IV of this Indenture.
(b) If the principal of all the bonds shall have become
due or shall have been declared due and payable, all such moneys
shall be applied to the payment of the principal and interest then
due and unpaid upon the bonds, without preference or priority of
principal over interest or of interest over principal, or of any
installment of interest over any other installment of interest, or
of any bond over any other bond, ratably, according to the amounts
due respectively for principal and interest, to the persons entitled
thereto without any discrimination or privilege.
(c) I£ the principal of all the bonds shall have been
declared due and payable, and if such declaration shall thereafter
have been rescinded and annulled under the provisions of this
Article, then, subject to the provisions of paragraph (b) of this
Section in the event that the principal of all the bonds shall later
become due or be declared due and payable, the moneys shall be ap-
plied in accordance with the provisions of paragraph (a) of this
Section.
Whenever moneys are to be applied by the Trustee pursuant
to the provisions of this Section, such moneys shall be applied by
it at such times, and from time to time, as it shall determine,
having due regard to the amount of such moneys available for appli-
cation and the likelihood of additional moneys becoming available
for such application in the future. Whenever the Trustee shall apply
such funds, it shall fix the date (which shall be an interest pay-
ment date unless it shall deem another date more suitable) upon
T;1iich such application is to be made and upon such date interest on
the a -mounts of principal to be paid on such dates shall cease to
accrue. The Trustee shall give such notice as it may deem appro-
of
priate of the deposit with it M any such moneys and of the fixing
of any such date, and shall not be required to mike payment to the
holder of any unpaid coupon or any bond until such coupon or such
bond and all unmatured coupons, if any, appertaining to such bond
shall be presented to the Trustee for appropriate endorsement or
for cancellation if fully paid.
Section 1009. All rights of action (including the right
to file proof of claim) under this Indenture or under any of the
bonds or coupons may be enforced by the Trustee without the
possession of any of the bonds or coupons or the production thereof
in any trial or other proceeding relating thereto and any such suit
or proceeding instituted by the Trustee shall be brought in its name
as Trustee, without the necessity of joining as plaintiffs or de-
fendants any holders of the bonds hereby secured, and any recovery
of judgment shall be for the equal benefit of the holders of the out-
standing bonds and coupons, subject to the provisions of Section 404
hereof with respect to extended, transferred or pledged coupons and
claims for interest.
Section 1010. No holder of any bond or coupons shall have
any right to institute any suit, action or proceeding in equity or
at law for the enforcement of this Indenture or for the execution of
any trust hereof or for the appointment of a receiver or any other
remedy hereunder, unless a default has occurred of which the Trustee
has been notified as provided in sub -section (g) of Section 1101, or
of which by said sub -section it is deemed to have notice, nor unless
such default shall have become an event of default and the holders of
twenty-five per cent (25%) in aggregate principal amount of bonds
outstanding hereunder shall have made written request to the Trustee
and shall, have offered it reasonable opportunity either to proceed to
exercise the powers hereinbefore granted or to institute such action,
suit or proceeding in its own name, nor unless also they have offered
to the Trustee indemnity as provided in Section 1101 nor unless the
Trustee shall thereafter fail or refuse to exercise the powers herein-
before granted, or to institute such action, suit or proceeding in
its own name; and such notification, request and offer of indemnity
are hereby declared in every such case at the option of the Trustee
to be conditions precedent to the execution of the powers and trusts
of this Indenture, and to any action or cause of action for the en-
forcement of this Indenture or for the appointment of a receiver or
for any other remedy hereunder; it being understood and intended
that no one or more holders of the bonds or coupons shall have any
right in any manner whatsoever to affect, disturb, or prejudice the
lien of this Indenture by his or their action or to enforce any right
hereunder except in the manner herein provided, and that all proceed-
ings at law or in equity shall be instituted, had and maintained in
the manner herein provided and for the equal benefit of the holders
of all bonds outstanding hereunder. Nothing in this Indenture con-
tained shall, however, affect or impair the right of any bondholder
which is absolute and unconditional to enforce the payment of the
principal of and interest on any bond at and after the maturity
thereof, or the obligation of the L iq which is also absolute
and unconditional, to pay the principal of and interest on each
of the bonds issued hereunder to the respective holders thereof at
the time and place in said bonds and the appurtenant coupons ex-
pressed.
Section 1011. In case the Trustee shall have proceeded to
enforce any right under this Indenture by the appointment of a re-
ceiver, by entry or otherwise, and such proceedings shall have been
discontinued or abandoned for any reason, or shall have been deter-
;iir.Td adversely to the Trustee, then and in every su.,h case the
city.� and the Trustee shall be restored to their former posi-
tions and rights hereunder with respect to the prcperty herein con-
veyed, and all rights, remedies and powers of the Tir,2stee shall con-
tinue as if no such proceedings had been taken.
Section 1012. The Trustee may in its discretion waive
any event of default hereunder and its consequences and rescind any
declaration of maturity of principal, and shall do so upon the writ-
ten request of the holders of (1) one-half in aggregate principal
amount of all the bonds outstanding hereunder in respect of which de-
fault in the payment of principal and/or interest exists, or (2)
seventy-five per cent (75%) of all the bonds outstanding hereunder
in the case of any other default, provided, however, that there
shall not be waived (a) any event of default in the payment of
the principal of any bonds issued hereunder and outstanding hereunder
at the date of maturity specified therein or (b) any default in the
payment of the interest or of bond fund moneys unless prior to such
waiver or rescission all arrears of interest, with interest at the
rate borne by the bonds in respect of which such default shall have
occurred on overdue installments of interest or all arrears of bond
fund payments, as the case may be, and all expenses of the Trustee
and Paying Agent, shall have been paid or provided for, and in case
of any such waiver or rescission or in case any proceeding taken by
the Trustee on account of any such default shall have been discon-
tinued or abandoned or determined adversely, then and in every such
case the c4ty _, Trustee and the bondholders shall be restored
to their former positions and rights hereunder respectively; but no
such waiver or rescission shall extend to any subsequent or other de-
fault, or impair any right consequent thereon.
Section 1013. Anything herein to the contrary notwithstand-
ing, no default shall constitute an event of default until actual
notice of such default by registered or certified mail shall be
given to Uat
Rubber"C4xp and �ateaville Rubber p
shall have had sixty (60) days after receipt of such notice to cor-
rect said default or cause said default to be corrected, and
RategMd gk RX"ar CACUMM shall not have corrected said de-
fault or caused said default to be corrected within said sixty (60)
day period; provided, however, if said default be such that it cannot
be corrected within sixty (60) days, it shall not constitute an
event of default if corrective action is instituted within said
sixty (60) day period and diligently pursued until the default is
corrected.
D
en
With regard to any alleged default concerning which notice
is given to hgISMA110 Whb*r gaMM under the provisions
of this Section 1013, the gun hereby names and appoints
RarAm.l i is "liar Lamm= as its attorney in fact and agent
with full authority to perform any covenant or obligation of the
c;a alleged in said notice to constitute a default, in the
name and c tcL,? d o f the cj&X with full power to do any and a l l
things and acts to the same extent that the (,JCX could do and
perform any such things and acts and with power of substitution. In
this regard, it is agreed that the parties hereto have familiarized
themselves with the terms and provisions of the Utesville Aubber
COMPOW Lease
w.
ARTICLE XI
THE TRUSTEE
Section 1101. The Trustee hereby accepts the trusts im-
posed upor. it by this Indenture, and agrees to perform said trusts
as an ordinarily prudent trustee under a corporate mortgage, but only
upon and subject to the following expressed terms and conditions:
(a) The Trustee may execute any of the trusts or powers
hereof and perform any duties required of it by or through attorneys,
agents, receivers or employees, and shall be entitled to advice of
counsel concerning all matters of trusts hereof and its duties here-
under, and may in all cases pay such reasonable compensation as it
shall deem proper to all such attorneys, agents, receivers, and em-
ployees as may reasonably be employed in connection with the trusts
hereof. The Trustee may act upon the opinion or advice of any
attorney, surveyor, engineer or accountant selected by it in the
exercise of reasonable care, or, if selected or retained by the
--City prior to the occurrence of a default of which the
Trustee has been notified as provided in sub -section (g) of this
Section, or of which by said sub -section the Trustee is deemed to have
notice, approved by the Trustee in the exercise of such care. The
Trustee shall not be responsible for any loss or damage resulting
from any action or non -action in accordance with any such opinion
or advice.
(b) The Trustee shall not be responsible for any recital
herein, or in said bonds (except in respect to the certificate of the
Trustee endorsed on such bonds), or for the recording or re-recording,
filing or re -filing of this Indenture, or for insuring the property
herein conveyed or collecting any insurance moneys, or for the
validity of the execution by the Citsr of this Indenture or of
any supplemental indentures or instrument of further assurance, or
for the sufficiency of the security for the bonds issued hereunder
or intended to be secured hereby, or for the value or title of the
property herein conveyed or otherwise a, to the maintenance of the
security hereof; except that in the event the Trustee enters into
possession of a part or all of the property herein conveyed pursuant
to any pro -vision of this Indenture, it shall use due diligence in
preserving s ao.h property; and the Trustee <'ha.l'l not be bound to as-
certain or in.giire as to the performance or observance of any cove-
nants, conditions or agreements on the part of the C4cv_ ,
except as hereinafter set forth; but the Trustoe may require of
the .__.. L w_full information and advice as to the performance of
the covenants, conditions and agreements aforesaid as to the con-
dition of the property herein conveyed.
(c) The Trustee shall not be accountable for the use of
any bonds authenticated or delivered hereunder or of any of the pro-
ceeds of such bonds. The Trustee may become the owner of bonds and
coupons secured hereby with the same rights which it would have if
not Trustee.
(d) The Trustee shall be protected in acting upon any
notice, request, consent, certificate, order, affidavit, letter,
telegram, or other paper or document believed by it to be genuine
and correct and to have been signed or sent by the proper person or
persons. Any action taken by the Trustee pursuant to this Indenture
upon the request or authority or consent of any person who at the
time of making such request or giving such authority or consent is
the owner of any bond secured hereby, shall be conclusive and bind-
ing upon all future owners of the same bond and upon bonds issued in
exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as
to the sufficiency or validity of any instrument, paper or proceeding,
the Trustee shall be entitled to rely upon a certificate of the
------ signed by its "ayor__ and attested by
.r
the � cits AIrk as sufficient evidence of the facts
therein contained and prior to the occurrence of a default of which
it has been notified as provided in sub -section (g) of this Section,
or of which by said sub -section it is dee-Ped to have notice, and
shall also be at l4berty to accept a similar certificate to the
effect that any particular dealing, transaction or action is neces-
sary or e�rpelien.t, but may at its discretion, at the reasonable ex-
pense of the Cit_ , in every case secure such further evidence
as it may think necessary or advisable but shall in no case ba bound
to secure the same. The Trustee may accept a certificate of the
Citr Clerk of the City under its seal to the
effect that a resolutiOn or NOMM1t
in the form
therein set forth has been adopted by the city as conclusive
evidence that such resolution or ordinance
and is in full force and effect.
Ms been duly adopted,
(f) The permissive right of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty of
the Trustee and the Trustee shall be answerable only for its own
negligence or willful default.
(g) The Trustee shall not be required to take notice or
be deemed to have notice of any default hereunder except failure by
the City to make or cause to be made any of the payments to
the Trustee required to be made by Article V (with the time limita-
tion noted in (b) of Section 1001) unless the Trustee shall be
specifically notified in writing of such default by the City
or by the holders of at least ten per cent (10%) in aggregate princi-
pal amount of bonds outstanding hereunder and all notices or other
instruments required by this Indenture to be delivered to the Trustee,
must, in order to be effective, be delivered at the office of the
Trustee, and in the absence of such notice so delivered, the Trustee
may conclusively assume there is no default except as aforesaid.
(h) The Trustee shall not be personally liable for any
debts contracted or for damages to persons or to personal property
injured or damaged, or for salaries or non -fulfillment of contracts
during any period in which it may be in the possession of or manag-
ing the real and tangible personal property as in this Indenture
provided.
(i) At any and all reasonable times the Trustee, and its
duly authorized agents, attorneys, experts, engineers, accountants
and representatives, shall have the right fully to inspect any and
all of the property herein conveyed, including all books, papers
and records of the City pertaining to the project and the bonds,
and to take such memoranda from and in regard thereto as may be
desired.
(j) The Trustee shall not be required to give any bond
or surety in respect of the execution of the said trusts and
powers or otherwise in respect of the premises.
(k) Before taking such action hereunder, the Trustee may
require that it be furnished by all or part of the bondholders
an indemnity bond satisfactory to it for the reimbursement to it
of all expenses to which it may be put and to protect it against
all liability, except liability which is adjudicated to have
resulted from the negligence or willful default of the Trustee,
by reason of any action so taken by the Trustee.
Nr
Section 1102. The Trustee shall have a first lien with
right of payment prior to payment on account of interest, or princi-
pal of any bond issued hereunder upon the property herein conveyed
for reasonable compensation, expenses, advances, and counsel fees
incurred in an,-': ab•. -jut the execution of the trusts hereby created and
exercise and perfo2:,r3&nce of the powers and duties of the Trustee
hereunder and the cost and expense incurred in defending against any
liability in tt.e premises of any character whatsoever (unless such
liability is adjudicated to have resulted from the negligence or will-
ful default of the Trustee). The City hereby covenants and agrees to
pay all advances, counsel fees and other expenses reasonably made or
incurred by the Trustee in and about the examination of the trusts
hereby created and to reimburse the Trustee therefor if such expenses
are paid by it. The City agrees to pay the Trustee reasonable com-
pensation for its services in the premises. The compensation of the
Trustee shall not be limited to or by any provision of law in regard
to the compensation of trustees of an express trust. The City's
obligations under this Section 1102 shall be payable only out of the
Bond Fund.
Section 1103. If a default occurs of which the Trustee is
by sub -section (g) of Section 1101 hereof required to take notice or
if notice of default be given it as in said sub -section (g) provided,
then the Trustee shall give written notice thereof by mail to the
last known owners of all bonds outstanding hereunder shown by the
list of bondholders required by the terms of Section 409 hereof to be
kept at the office of the Trustee.
Section 1104. In any judicial proceeding to which the City
is a party and which in the opinion of the Trustee and its counsel
has a substantial bearing on the interests of owners of bonds
issued hereunder, the Trustee may intervene on behalf of bondholders
and shall do so if requested in writing by the owners of at
`11111W .,0.,
least ten per cent (10%) of the aggregate principal amount of bonds
outstanding hereunder. The rights and obligations of the Trustee
under this Section are subject to the approval of the court having
jurisdictio_z .'r, the premises.
Sc:tion 1105. Any corporation or association into which
the Trustee may be converted or merged, or with which it may be con-
solidated, or to TV -filch it may sell or n ansfer its trust business and
assets as a u -hole or substantially as 1 whole, or any corpora tio�a or
association resulting from any such conversion, sale, merger, consoli-
dation or transfer to which it is a party, ipso �'cto, shah be and
become successor trustee hereunder and vested with all. of the title
to the whole property or trust estate and all the trusts, powers, dis-
cretions, immunities, privileges, and all other matters as was its
predecessor, without the execution or filing of any instrument or any
further act, deed or conveyance on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
Section 1105. The Trustee and any successor trustee may at
any time ressgn from the trusts hereby created by giving thirty (30)
days' written notice to the C:i j► ,and such resignation shall
take effe,t at the end of such thirty (30) days, or upon the earlier
appointrient of a successor trustee by the bondholders or by the
city Such notice may be served personally or sent by
registered mail.
Section 1107. The Trustee may be removed at any time by
an instrument or concurrent instruments in writing delivered to the
Trustee and to the C:%tv , and signed by the owners of a
majority in aggregate principal amount of bonds outstanding hereunder.
Section 1108. In case the Trustee hereunder shall resign or
be removed, or be dissolved, or shall be in course of dissolution or
liquidation, or otherwise become incapable of acting hereunder, or in
case it shall be taken under the control of any public officer or
officers, or of a receiver appointed by a court, a successor may be
appointed by the owners of a majority in aggregate principal amount
of bonds outstanding hereunder, by an instrument or concurrent in-
struments in writing signed by such owners, or by their attorneys in
fact, duly authorized; provided, nevertheless, that in case of such
vacancy the City by an instrument executed and signed by its Mayor
and attested by its City Clerk under its seal, may appoint a temporary
trustee to fill such vacancy until a successor trustee shall be
appointed by the bondholders in the manner above provided; and any
such temporary trustee so appointed by the City shall immediately
and without further act be superseded by the trustee so appointed by
such bondholders. Every Trustee shall be a trust company or bank in
good standing, having capital and surplus of not less than Three
Million Dollars ($3,000,000).
Section 1109. Every successor trustee appointed hereunder
shall execute, acknowledge and deliver to its predecessor and also to
the City an instrument in writing accepting such appointment here-
under, and thereupon such successor, without any further act, deed or
conveyance, shall become fully vested with all the estates, properties,
rights, powers, trusts, duties and obligations of its predecessor;
but such predecessor shall, nevertheless, on the written request of
the City, or of its successor trustee, execute and deliver an instru-
ment transferring to such successor all the estates, properties,
rights, powers and trusts of such predecessor hereunder; and every
predecessor trustee shall deliver all securities and moneys held by
it as trustee hereunder to its successor. Should any instrument in
writing from the City be required by any successor trustee for more
fully and certainly vesting in such successor the estates, rights,
powers and duties hereby vested or intended to be vested in the
predecessor trustee,
any and all such instruments in
writing shall, on request, be executed, acknowledged aid delivered
by the C,:L= The resignation of any trustee and the in-
strument
n-strument or instruments removing any trop tee and appointing a suc-
cessor hereu-nenr., together with all ot9i^r inJtruments provided for in
this Ar*icle shall, at the expense of the � City , be forthwith
filed an^/cr recorded' by the succesoor truFtea in each reccrding
office where the indenture shall have been filer, and/cr recorded.
Secti.cn 1110. In case the city _ s's�.11 fail season-
ably to gay or to cause to be paid any tax, assessment or governmental
or other charge upon any part of the property herein conveyed, to
the extent, if any, that the r-itY may be liable for same,
the Trustee way pay such tax, assessment or governmental charge,
without prejudice, however, to any rights of the Trustee or the bond-
holders hereunder arising in consequence of such failure; and any
amount at any time so paid under this Section, with interest thereon
from the date of payment at the rate of six per cent (6%) per annum,
shall be repaid by the city upon demand, and shall become
so much additional indebtedness secured by this Ind�rttuxe, and the
same shall be given a preference in payment over any of said bonds,
and shall be paid out of the proceeds of revenues collected from the
property herein conveyed, if not otherwise paid by the Citi ;
but the Trustee shall be under no obligation to make any such payment
unless it shall have been requested to do so by the holders of at
least ten per cent (10%) of the aggregate principal amount of bonds
outstanding hereunder and shall have been provided with adequate funds
for the purpose of such payment.
Section 1111. The resolutions, opinions, certificates and
other instruments provided for in this Indenture may be accepted by
the Trustee as conclusive evidence of the facts and conclusions
stated therein and shall be full warrant, protection and authority
to the Trustee for the taking of any authorized action, but the
Trustee, if requested in writing so to do by the holders of not
less than ten per cent (10%) in aggregate principal amount of bonds
outstanding hereunder, shall cause to be made such independent
investigation as it may see fit and may decline to take any
authorized action unless satisfied by such investigation of the
truth and accuracy of the matters so investigated. The expense
of such investigation shall be paid by the City, or if paid by
the Trustee, shall be repaid by the City upon demand with interest
at the rate of six per cent (6%) per annum.
Section 1112. There shall be paid to the Paying Agent
a paying agent's fee of five cents (5¢) per coupon and twelve
and one-half cents (122¢) per $100 principal amount of bonds. Funds
sufficient to pay the said fees and charges shall be deposited with
the Paying Agent prior to the dates on which payments are required
to be made on principal and interest as in this Indenture provided.
ARTICLE XII
SUPPLEMENTAL IMENITURES
Section 1201• The U_ and the Trustee may, from
time to time and at any time, enter into such indentures supplemental
hereto as shall not be inconsistent with the terms and provisions
hereof (which supplemental indentures shall thereafter form a part
hereof), (a) to cure any ambiguity or formal defect or omission in
this Indenture or in any supplemental indenture, or (b) to grant to
or confer upon the Trustee for the benefit of the bondholders any
additional rights, remedies, powers, authority or security that may
lawfully be granted to or conferred upon the bondholders or the
Trustee.
At least thirty (30) days prior to the execution of any
supplemental indenture for any of the purposes of this Section, the
Trustee shall cause a notice of the proposed execution of such supple-
mental indenture to be mailed, postage prepaid, to all registered
owners and other bondholders whose names and addresses have been filed
with the Trustee. Such notice shall briefly set forth the nature of
the proposed supplemental indenture and shall state that copies
thereof are on file at the principal office of the Trustee for in-
spection by all bondholders. A failure on the part of the Trustee to
mail the notice required by this Section shall not affect the validity
of such supplemental indenture.
Section 1202. Subject to the terms and provisions contained
in this Section, and not otherwise, the holders of not less than two-
thirds (2/3) in aggregate principal amount of the bonds then out-
standing shall have the right, from time to time, anything contained
in this Indenture to the contrary notwithstanding, to consent to and
approve the execution by the City and the Trustee of such in-
denture or indentures supplemental hereto as shall be deemed neces-
sary and desirable by the Ciq for the purpose of modifying,
altering, amending, adding to or rescinding, in any particular, any
of the terms or provisions contaiied in this Indenture or in any
supplemental indenture; provided, however, that nothing herein con-
tained shall permit, or be construed as permitting (a) an extension
of the maturity of the principal of or the interest on any bcnd issued
hereunder, or (b) a reduction in the pr..i-nci;)al amount of any bond or
the rate r_f interest thereon, or (c) the creation of a lien upon the
mortgaged property or a pledge of the revenues pledged to the bonds
other than the lien and pledge created by this Indenture, or (d) a
privilege or priority of any bond or bonds over any other bond or
bonds, or (e) a reduction in the aggregate principal amount of the
bonds required for consent to such supplemental indenture. Nothing
herein contained, however, shall be construed as making necessary the
approval of bondholders of the execution of any supplemental inden-
ture as provided in Section 1241 of this Article.
If at any time the tatty shall request the Trustee to
enter into any supplemental indenture for any of the purposes of this
Section, the Trustee shall, at the expense of the City , cause
notice of the proposed execution of such supplemental indenture to
be published one time in a daily newspaper of general circulation
published in the City of Little Rock, Arkansas. Such notice shall
briefly set forth the nature of the proposed supplemental indenture
and shall state that copies thereof are on file at the principal
office of the Trustee for inspection by all bondholders. The
Trustee shall not, however, be subject to any liability to any bond-
holder by reason of its failure to publish such notice, and any such
failure shall not affect the validity of such supplemental indenture
when consented to and approved as provided in this Section. If the
holders of not less than two-thirds (2/3) in aggregate principal
amount of the bonds outstanding at the time of the execution of
any such supplemental indenture shall have consented to and approved
the execution thereof as herein provided, no holder of any bond shall
have any right to object to any of the terms and provisions contained
therein, or the operation thereof, or in any manner to question the
propriety of the execution thereof, or to enjoin or restrain the
Trustee or the City from executing the same or from taking any action
pursuant to the provisions thereof. Upon the execution of any such
supplemental indenture, this Indenture shall be and be deemed to be
modified and amended in accordance therewith.
Section 1203. The Trustee shall cause notice of the pro-
pc9ed execution and delivery of any such supplemental indenture to-
:-fthsr with a copy of the proposed supplemental indenture to be
mailed by certified or registered mail to Patesville Rubber Company
at least thirty (30) days prior to the proposed date of execution and
delivery of any such supplemental indenture. However, anything
herein to the contrary notwithstanding, a supplemental indenture
tip -der Section 1201 or Section 1202 shall not become effective unless
and until Batesville Rv bber Company, Lessee under the Batesville
Rubber Company Lease, shall have consented in writing to the execu-
tion and delivery of such supplemental indenture.
*mow
ARTICLE XIII
MI SCF LIAN70US
err
Section 1.301. Any request, direction, objection or other
instrument rl-r;.:ired by this Indenture to be signed and executed by
the bondhold,?rs may be in any number of concurrent writings of simi-
lar tend- and may be signed or executed by such bondholders in person
or by agent appointed Atte writing. Proof of the execution cf any such
request, directions, objection or other instrument or of the writing
appointing any such agent and of the ownership of bonds, if made in
the followin manner, shall be sufficient for any of the purposes of
this Indenture, and shall be conclusive in favor of the Trustee with
regard to any action taken by it under such request or other instru-
ment, namely:
(a) The fact and date of the execution by any person of
any such writing may be proved by the certificate of any officer in
any jurisdiction who by law has power to take acknowledgments within
such jurisdiction that the person signing such writing acknowledged
before him the execution thereof, or by an affidavit of any witness
to such execution.
(b) The fact of the holding by any person of bonds and/or
coupons transferable by delivery and the amounts and numbers of such
bonds, and the date of the holding of the same, may be proved by a
certificate executed by any trust company, bank or bankers, wherever
situated, stating that at the date thereof the party named therein
did exhibit to an officer of such trust company or bank or to such
banker, as the property of such party, the bonds and/or coupons
therein mentioned if such certificate shall be deemed by the Trustee
to be satisfactory. The Trustee may, in its discretion, require
evidence that such bonds have been deposited with a bank, bankers or
trust company, before taking any action based on such ownership.
For all purposes of the Indenture and of the proceedings
for the enforcement thereof, such person shall be deemed to continue
to be the holder of such bond until the Trustee shall have received
notice in writing to the contrary.
tl cn 1302. With the exception of rights herein ex-
pressly conferred, nothing e -m -pressed or mentioned in or to be implied
from this Indenture, or the bonds issued hereunder, is intended or
shall be ccar, rued to give to any person or company other than the
parties hereto, and the holders of the bcnds and coupcons secured by
this Indent-Ure, any legal or equitable rig7at, remedy or claim tinder
or in respect to this Indenture, or any covenants, conditions and pro-
visions herein contained; this Indenture and all of the covenants,
conditions and provisions hereof being intended to be and being for
the sole and exclusive benefit of the parties hereto and the holders
of the bonds and coupons hereby secured as herein provided.
Section 1303. If any provision of this Indenture shall be
held or deemed to be or shall, in fact, be inoperative or unenforce-
able as applied in any particular case in any jurisdiction or juris-
dictions or in all jurisdictions or in all cases because it conflicts
with any provisions or any constitution or statute or rule of public
policy, or for any other reason, such circumstances E'zall not have
the effect of rendering the provision in question inoperative or un-
enforceable in any other case or circumstance, or of rendering any
other provision or provisions herein contained invalid, inoperative,
or unenforceable to any extent whatever.
The invalidity of any one or more phrases, sentences, claus-
es or paragraphs in this Indenture contained shall not affect the re-
maining portions of this Indenture or any part thereof.
Section 1304. It shall be sufficient service of any notice,
request, complaint, demand or other paper on the Cat, _, if
the same shall be duly mailed to the JU by registered or
certified mail addressed to the _ kk= of the
City of Batesville, Arkansas, or to such address as the City may
from time to time file with the Trustee.
Section 1305. This Indenture may be simultaneously exe-
cued in several counterparts, each of which shall be an original
and all of which shall constitute but one and the same instrument.
Section 1306. Reference is made to Section 1615 of the
Batesville Rubber Company Lease. When the location of the railroad
spur track right-of-way referred to therein has been determined, the
Trustee agrees that it will, when requested by the Lessee of the
Laesville Rubber Company Lease, release the lien of this Trust In-
denture as to that portion of the said railroad spur track right-of-
way located on the mortgaged property and/or will join with the Lessor
and Lessee of the Batesville Rubber Company Lease in executing a deed
cr an easement to the railroad covering the said railroad spur track
right-of-way located on the mortgaged property. In the event such a
dead or easement is executed, the interest conveyed thereby to the
railroad may be made prior and paramount to the lien of this Trust
Indenture and the interest of the Trustee and the bondholders in and
to the property included in said railrc,id spar track right-of-way.