2305 RESOLUTION NO. oe3�
WHEREAS,the City of West Memphis,Arkansas (the "City"), has outstanding its
Municipal Airport Revenue Refunding and Improvement Bonds, Series 2013 (the "Bonds"),
authorized by Ordinance No. 2324, adopted October 3, 2013 (the "Bond Ordinance"); and
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WHEREAS, pursuant to the Bond Ordinance, BancorpSouth Bank was appointed
to serve as trustee, paying agent, and bond registrar (the "Trustee") for the registered owners of
the Bonds; and
WHEREAS, BancorpSouth Bank changed its legal name to Cadence Bank
("Cadence Bank") effective October 29, 2021; and
WHEREAS, Cadence Bank desires to resign as Trustee for the Bonds and the City.,
desires to appoint Bank OZK, Little Rock, Arkansas as Successor Trustee for the Bonds; and
WHEREAS, there has been presented to and is before this meeting an Agreement
of Resignation, Appointment and Acceptance (the "Tri-Parry Agreement") among the City,
Cadence Bank, and Bank OZK, under which Bank OZK will become Successor Trustee pursuant
to the Bond Ordinance;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West
Memphis, Arkansas,that:
Section 1. The Mayor is hereby authorized and directed to execute the Tri-
Parry Agreement.The Tri-Party Agreement is approved in the form presented to this meeting,with
such changes as the Mayor shall approve (his execution of the Tri-Parry Agreement to evidence
such approval). Bank OZK is hereby in all respects approved as Successor Trustee for the Bonds.
Section 2. The Mayor and the City Clerk are authorized and directed to do any and
all things necessary to facilitate the change in Trustee for the Bonds and to perform all other acts
of whatever nature necessary to effect and carry out the authority conferred by this Resolution.
They are further authorized and directed,on behalf of the City,to execute all contracts,documents,
certificates and other instruments that may be required for carrying out the authority conferred by
this Resolution or to evidence that authority and its exercise.
Section 3. The provisions of this Resolution are hereby declared to be separable
and if any provision shall for any reason be held illegal or invalid, such holding shall not affect the
validity of the remainder of this Resolution.
Section 4. All resolutions and parts thereof in conflict herewith are repealed to the
extent of such conflict.
Section 5. This Resolution shall be in full force and effect from and after its
adoption. ECEIVED
Ci • e ' fl
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By
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ADOPTED (Pd , 2024.
Mayor
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City Clerk
(SEAL)
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CERTIFICATE
The undersigned, City Clerk of the City of West Memphis, Arkansas (the "City")
hereby certifies that the foregoing is a true, correct and compared copy of a Resolution adopted by
the City Council of the City on the day of , 2024 at o'clock_.m.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the City
this day of , 2024.
City Clerk
(SEAL)
AGREEMENT OF RESIGNATION,APPOINTMENT AND ACCEPTANCE
This Agreement of Resignation,Appointment and Acceptance(this "Agreement") by and among
the City of West Memphis,Arkansas(the"Issuer"),Cadence Bank(formerly known as BancorpSouth Bank)
(the "Prior Trustee"), and Bank OZK, Little Rock, Arkansas (the "Successor Trustee"), is dated as of
, 2024.
RECITALS:
WHEREAS, the Issuer has outstanding its Municipal Airport Revenue Refunding and Improvement
Bonds, Series 2013 (the "Bonds"), authorized by Ordinance No. 2324, adopted October 3, 2013 (the "Bond
Ordinance"); and
WHEREAS, pursuant to the Bond Ordinance, BancorpSouth Bank was appointed to serve as trustee,
paying agent,and bond registrar(the "Trustee")for the registered owners of the Bonds; and
WHEREAS, BancorpSouth Bank changed its legal name to Cadence Bank (the "Prior Trustee")
effective October 29, 2021;and
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WHEREAS, the Prior Trustee desires to resign as Trustee for the Bonds and the Issuer desires to
appoint the Successor Trustee as Trustee for the Bonds; and
WHEREAS, the Successor Trustee is willing to accept such appointment as successor Trustee under
the Bond Ordinance;
NOW, THEREFORE, the Issuer, the Prior Trustee and the Successor Trustee, for and in
consideration of the mutual covenants and promises herein,the receipt and sufficiency of which are hereby
acknowledged,hereby consent and agree as follows:
ARTICLE I
THE PRIOR TRUSTEE
SECTION 1.01. Pursuant to Section 28 of the Bond Ordinance,the Prior Trustee hereby notifies the
Issuer that the Prior Trustee is resigning as Trustee under the Bond Ordinance effective 60 days from the date
the notice of resignation in the form attached hereto as Exhibit B has been given to bondholders(the"Effective
Date").
SECTION 1.02. The Prior Trustee hereby assigns,transfers,delivers and confirms to the Successor
Trustee all the right,title, and interest of the Prior Trustee in and to the trusts under the Bond Ordinance and
all the estates, properties, rights, powers, trusts, duties and obligations of the Trustee under the Bond
Ordinance. The Prior Trustee shall execute and deliver such further instruments and shall do such other
things as the Successor Trustee or the Issuer may reasonably require so as to more fully and certainly vest
and confirm in the Successor Trustee all the estates,properties, rights, powers, trusts,duties and obligations
hereby assigned,transferred, delivered and confirmed to the Successor Trustee as Trustee.
Further,and except as set forth on Schedule 1.02 attached hereto,the Prior Trustee hereby represents
and warrants to the Issuer and the Successor Trustee that:
(a) no covenant or condition contained in the Bond Ordinance has been waived by the Prior
Trustee;
(b) there is no action, suit or proceeding pending or, to the best of the knowledge of the Prior
Trustee, threatened against the Prior Trustee before any court or any governmental authority
arising out of any action or omission by the Prior Trustee as Trustee under the Bond
Ordinance;
(c) the Prior Trustee will deliver to the Successor Trustee any moneys or property held by the
Prior Trustee under the Bond Ordinance as soon as administratively feasible following the
Effective Date of.this Agreement;
(d) this Agreement has been duly authorized, executed and delivered on behalf of the Prior
Trustee and,assuming the due authorization,execution and delivery hereof by the Issuer and
the Successor Trustee, constitutes its legal,valid and binding obligation; and
(e) to the best of the knowledge of the Prior Trustee, no event has occurred and is continuing
which is, or after notice or lapse of time would become, a default under Section 22 of the
Bond Ordinance.
SECTION 1.03. The Prior Trustee shall deliver to the Successor Trustee, as of or immediately
after the Effective Date hereof, all of the documents listed on Exhibit A hereto, including any such
documents needed by the Successor Trustee in relation to the Bonds which are not listed on Exhibit A
hereto.
SECTION 1.04. Promptly after the execution and delivery of this Agreement, the Prior Trustee
shall cause notice of its resignation effected hereby to be given as is required pursuant to Section 28 of the
Bond Ordinance in the form of Exhibit B attached hereto.
ARTICLE II
• THE ISSUER
SECTION 2.01. The Issuer hereby accepts the resignation of the Prior Trustee as Trustee under the
Bond Ordinance. All conditions relating to the appointment of Bank OZK,Little Rock,Arkansas as Successor
Trustee under the Bond Ordinance have been met by the Issuer, and the Issuer hereby appoints the Successor
Trustee as Trustee under the Bond Ordinance with like effect as if originally named as Trustee in the Bond
Ordinance.
SECTION 2.02. The officer of the Issuer executing this Agreement on behalf of the Issuer hereby
certifies that the Issuer has the power and authority to: (a) accept the Prior Trustee's resignation as Trustee
under the Bond Ordinance; (b) appoint the Successor Trustee as Trustee under the Bond Ordinance; and (c)
execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the
succession of the Successor Trustee as Trustee under the Bond Ordinance.
SECTION 2.03. The Issuer hereby represents and warrants to the Prior Trustee and the Successor
Trustee that:
(a) this Agreement has been duly and validly authorized, executed and delivered by the Issuer
and, assuming the due authorization, execution and delivery hereof by the Prior Trustee and
the Successor Trustee, constitutes a legal,valid and binding obligation of the Issuer;
(b) the Issuer has notappointed any Trustee other than the Prior Trustee and Successor Trustee;
and
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(c) the Issuer will continue to perform its obligations under the Bond Ordinance.
ARTICLE III
THE SUCCESSOR TRUSTEE
SECTION 3.01. The Successor Trustee hereby represents and warrants to the Prior Trustee and to
the Issuer that:
(a) the Successor Trustee is qualified and eligible under the provisions of the Bond Ordinance to
be appointed successor Trustee and has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder;
(b) the Successor Trustee is in good standing under the laws of the State of Arkansas, is duly
authorized to exercise trust powers and subject to examination by federal or state authority,
and has a reported capital and surplus of not less than$10,000,000;and
(c) this Agreement has been duly and validly authorized, executed and delivered by the
Successor Trustee and,assuming the due authorization,execution and delivery hereof by the
Issuer and the Prior Trustee,constitutes a legal,valid and binding obligation of the Successor
Trustee.
SECTION 3.02. The Successor Trustee hereby accepts its appointment as Successor Trustee under
the Bond Ordinance and accepts the estates, properties, rights, powers,trusts, duties and obligations of the
Prior Trustee as Trustee under the Bond Ordinance, upon the terms and conditions set forth therein, with
like effect as if originally named as Trustee under the Bond Ordinance.
SECTION 3.03. The Successor Trustee shall cause notice of the acceptance of its appointment as
Successor Trustee effected hereby, in the form of Exhibit C attached hereto, to be given within ten (10)
business days of the Effective Date as is required by the Continuing Disclosure Agreement,dated November
1, 2013, by and between the Issuer and the Prior Trustee, related to the Bonds (the "Continuing Disclosure
Agreement").
ARTICLE IV
CONTINUING DISCLOSURE AGREEMENT
SECTION 4.01. The Prior Trustee hereby assigns its role as "Trustee" and "Dissemination Agent"
under the Continuing Disclosure Agreement(as defined in Section 3.03 hereof)to the Successor Trustee,and
the Successor Trustee hereby accepts the role as "Trustee" and "Dissemination Agent" Under the Continuing
Disclosure Agreement. The Issuer hereby approves the Successor Trustee as "Trustee" and "Dissemination
Agent" under the Continuing Disclosure Agreement.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. This Agreement and the resignation,appointment and acceptance effected hereby shall
be effective as of the opening of business on the Effective Date.
SECTION 5.02. This Agreement shall be governed by and construed in accordance with the laws of
the State of Arkansas, and except as otherwise expressly provided herein or unless the context otherwise
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requires, all terms used herein which are defined in the Bond Ordinance shall have the meaning assigned to
them in the Bond Ordinance.
SECTION 5.03. Notwithstanding the resignation of the Prior Trustee effected hereby, the Issuer shall
remain obligated under Section 28 of the Bond Ordinance to compensate, reimburse and indemnify the Prior
Trustee in connection with its trusteeship under the Bond Ordinance.
SECTION 5.04. This Agreement may be executed in any number of counterparts each of which shall
be an original,but such counterparts shall together constitute but one and the same instrument.
SECTION 5.05. The Issuer, the Prior Trustee and the Successor Trustee hereby acknowledge receipt
of an executed and acknowledged counterpart of this Agreement and the effectiveness thereof.
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• [Signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation,
Appointment and Acceptance to be duly executed and acknowledged all as of the day and year first above
written.
City of West Memphis,Arkansas,
as Issuer
By:
Name: Marco McClendon
Title: Mayor
Cadence Bank,
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as Prior Trustee
By:
Name:
Title:
Bank OZK,
as Successor Trustee
By:
Name:
Title:
[Signature Page to Agreement of Resignation,Appointment and Acceptance]
Exhibit A
Documents to be delivered to Successor Trustee if in the possession of the Prior Trustee:
1. Closing transcript and documents
2. Copies of most recent compliance certificates required to be delivered to Trustee, if any
3. Copies of official notices sent to Bondholders during the past twelve months, if any
4. Trust account statements for 2023 and 2024
5. List of current trust account balances and assets
6. Copies of any requisitions or disbursement requests
7. List of current bondholder names, addresses,certificate numbers and amounts owned
8. Listing of current CUSP numbers,rates,maturities and outstanding principal
9. Original bonds or copies of the bonds
10. Contact information for Prior Trustee
A-1
Exhibit B
Notice
$3,055,000 City of West Memphis,Arkansas Municipal Airport Revenue
Refunding and Improvement Bonds,Series 2013
CUSIP # 954294DN1; 954294DP6; 954294DQ4; 954294DR2; 954294DS0;
954294DT8; 954294DU5; 954294DV3; 954294DW 1
NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST
TO THE BENEFICIAL OWNERS OF THE SUBJECT BONDS. IF APPLICABLE, ALL
DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS
NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO SUCH BENEFICIAL
OWNERS IN A TIMELY MANNER.
NOTICE IS HEREBY GIVEN,that Cadence Bank(formerly known as BancorpSouth Bank)
has resigned as trustee, paying agent, and bond registrar (the "Trustee") under the Bond Ordinance
securing the above referenced bonds(the "Bond Ordinance").
The City of West Memphis has appointed Bank OZK, Little Rock, Arkansas ("Bank OZK"),
as successor Trustee under the Bond Ordinance,and Bank OZK has accepted appointment as successor
Trustee under the Bond Ordinance. The address of the corporate trust office of Bank OZK is 18000
Cantrell Road,Little Rock,Arkansas 72223.
Cadence Bank's resignation as Trustee and the appointment of Bank OZK as successor Trustee
will be effective as of the opening of business on , 2024.
Dated: , 2024
By: Cadence Bank,
as Prior Trustee
cc: The City of West Memphis,Arkansas
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B-1
Exhibit C
NOTICE OF LISTED EVENT
APPOINTMENT OF SUCCESSOR TRUSTEE
$3,055,000 City of West Memphis,Arkansas Municipal Airport Revenue
Refunding and Improvement Bonds,Series 2013
CUSP # 954294DN1; 954294DP6; 954294DQ4; 954294DR2; 954294DS0;
954294DT8; 954294DU5; 954294DV3; 954294DW1
NOTICE IS HEREBY GIVEN,that Cadence Bank(formerly known as BancorpSouth Bank)
has resigned as trustee, paying agent, and bond registrar (the "Trustee") under the Bond Ordinance
securing the above referenced bonds (the "Bond Ordinance").
The City of West Memphis has appointed Bank OZK, Little Rock, Arkansas ("Bank OZK"),
as successor Trustee under the Bond Ordinance,and Bank OZK has accepted appointment as successor
Trustee under the Bond Ordinance. The address of the corporate trust office of Bank OZK is 18000
Cantrell Road,Little Rock,Arkansas 72223.
Cadence Bank's resignation as Trustee and the appointment of Bank OZK as successor Trustee
will be effective as of the opening of business on , 2024.
Dated: ,2024
By: Bank OZK,Little Rock,Arkansas,
As Successor Trustee
cc: The City of West Memphis,Arkansas
C-1