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ORDINANCE NO . C.`
AN ORDINANCE AUTHORIZING AMENDMENT TO LEASE AND
AGREEMENT (IN THE FORM AND WTTH THE CONTENTS SET
FORTH IN THE ORDINANCE); PRESCRIBING OTHER MATTERS
RELATING THERETO; AND DECLARING AN £MERGENC`~'.
BE TT ORDAINED by the City Council of the City of West Memphis,
Arkansas (the "City"):
Section 1. That the Mayor and City Clerk be, and they are hereby,
authorized and directed for and on behalf of the City to execute, acknowledge
and deliver an Amendment to that Lease and Agreement, dated a s of March 1,
1975, by and between the City and Arkansas Lightweight Aggregate Corpor-
ation, in substantially the form and with substantially the cantents herein-~
after set forth, which form of Amendment to Lease and F,greement is hereby
made a part hereof;
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Section 2. That the Mayor and City Clerk be, and they are hereby,
authorized and directed for and on behalf of the. City to do all things, take
all action and execute all documents necessary to carry out the. authority,
enforce the rights and discharge the obligations of the City set forth in
this Ordinance and in the Amendment To Lease and Agreement authorized
hereby .
Section 3. That the provisions of this Ordinance, are hereby declared
to be severable, and if any section, phrase or provision shall for any reason
be declared to be invalid, such declaration shall not affect the validity of
the remainder of tl'ie sections , phrases or provisions .
Section 4. That all ordinances, resolutions and parts thereof in ,
conflict .herewith are hereby repealed to the extent of suet: conflict.
Section 5. It is hereby found that the action au:t~orized by this
Ordinance is immediately necessary to complete and m~r~:^ final the financing
of an industrial project which will add employment anr. t~=+yrolls essenti<:xl t~:~
the public health and welfare. It is, therefore, declare~^ th~it: an emergency
exists and this Ordinance shall be in force and take effect immediately upon
and after its passage.
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PASSED: ~ ~' ~ '~'' 1975.
APPROVED:
ATTEST:
City Clerk
v
Mayor ~
(SF.~1L}
AMENDMENT TO LEASE AND AGREEMENT
This AMENDMENT TO LEASE AND AGREEMENT made a s of this
first day of March, 1975, by and between the CITY OF WEST MEMPHIS,
ARKANSAS (the "Lessor") and ARKANSAS LIGHTWEIGHT AGGREGATE CORPOR-
ATION, a corporation organized under and existing by virtue of the laws of the
State of Arkansas (the "Lessee");
WTTNESSETH:
WHEREAS, Lessor and Lessee entered into a Lease and P.greement,
dated March 1, 1975 , and appearing of record in the office of the Circuit
Clerk and Ex Officio Recorder of Crittenden County, Arkansas, at Record Bank '
503, Paqe 429 (the "original Lease Agreement"); and
WHEREAS, the original Lease Agreement was entered into in connection
with and as security for the City's Industrial Developme::t Revenue Bonds -
Arkansas Lightweight Aggregate Project , Series A, dated March 1, 1975 (the
"bonds");
WHEREAS, all obligations of the Lessee under the original Lease
Agreement are unconditionally guaranteed by General Shale Products Corpora-
tion, a Delaware corporation;
WHEREAS, it is necessary to amend the original Lease Agreement to
change the financial reporting requirements of the Lessee, which amendment
will not affect the suUStantive rights of the City or of the holders of the bonda.
NOW, THEREFORE, for valuable consideration, receipt of which is
hereby acknowledged by ail parties hereto, and in consideration of the mutual
benefits and covenants of the parties under the original Lease Agreement and
under this Amendment To Lease and Agreement, Lessor and Lessee agree as
follows:
~,.
Section 101. Section 2308 of the original Lease Agreement is amended
to tead• as follows:
"Section 2308. Lessee shall furnish to Lessor and to the Trustee
within 120 days after the end of the preceding fiscal year, a balance sheet of
General Shale as at the end of such fiscal year and the related statements of
income and surplus for such fiscal year, all in reasona3~le detail and accom-
panied by a report or certificate of an independent certified public accountant,
who may be the accountant regularly employed by Genera 1 Shale . "
Section 102. As amended hereby, the original Lease Agreement is
hereby ratified, confirmed and continued.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to Lease and Agreement to be signed in several counterpar+.s, each of which may
be considered an original without the presentation of thE~ others, by their duly
authorized officials and officers as of the day and year rirst above written.
CITY OF WEST NEI~.'~'I-iIu, ARKANSAS
ATTEST:
'~ l gy
ayor
City Clerk
(SEAL)
ARKANSAS LIi~HiWEIGHT AGGREGATE
CORPORATION
ATTEST:
By
(Title)
(Title)
(SEAL)
TRUSTEE'S CONSENT TO EXECUTION OF
AMENDMENT TO LEASE AND AGREEMENT
The execution and delivery of this Amendment To Lease and Agreement
is hereby consented to and approved by the undersigned as Trustee under the
Trust Indenture by and between the undersigned and the City of West Memphis,
Arkansas, dated March 1, 1975, securing Industrial Development Revenue Bonds
identified in the Trust Indenture.
ATTEST:
(Title)
FIRST SECURITY BANK
Searcy, Arkansas, Trustee
By
(Title)
(SEAL)