1133a
RESOLUTION N0.~ 3 3
A RESOLUTION AUTHORIZING THE THIRD AMENDMENT TO LEASE
AGREEMENT BY AND BETWEEN THE CITY OF WEST MEMPHIS,
ARKANSAS, AND CPS CHEMICAL COMPANY, INC., AND
AUTHORIZING THE FOURTH SUPPLEMENTAL TRUST INDENTURE
BETWEEN THE CITY OF WEST MEMPHIS, ARKANSAS, AND FIRST
TENNESSEE BANK NATIONAL ASSOCIATION, AS TRUSTEE, IN
ORDER TO REFLECT THE MERGER OF CPS CHEMICAL COMPANY OF
ARKANSAS INTO CPS CHEMICAL COMPANY, INC.; AND
PRESCRIBING OTHER MATTERS RELATING THERETO.
WHEREAS, pursuant to the provisions of Ordinance No. 1094 of
the City of West Memphis, Arkansas (the "City"), adopted and
approved March 4, 1982, there was authorized the issuance of
$3,000,000 Industrial Development Revenue Bonds (CPS Chemical
Project), Series 1982, dated March 1, 1982 (the "Series 1982
Bonds"), pursuant to and under the terms of a Trust Indenture
dated as of March 1, 1982 (the "Original Indenture"), between
the City and First Tennessee Bank National Association, as
Trustee (the "Trustee"), and the entry by the City into a Lease
• Agreement dated as of March 1, 1982 (the "Original Lease
Agreement"), with CPS Chemical Company of Arkansas ("CPS
Arkansas") relating to an industrial project for the benefit of
CPS Arkansas; and
WHEREAS, pursuant to Ordinance No. 1126 of the City, adopted
and approved May 5,.1983, as amended by Ordinance No. 1144,
adopted and approved November 17, 1983, there was authorized the
issuance of the $2,000,000 Industrial Development Revenue Bonds
(CPS Chemical Project), Series 1983, dated December 8, 1983 (the
"Series 1983 Bonds"), and the execution and delivery of a
Supplemental Trust Indenture dated as of November 1, 1983 (the
"Supplemental Indenture") between the City and the Trustee, and
the entry into a First Amendment to Lease Agreement dated as of
November 1,1983 (the "First Amendment"), between the City and
CPS Arkansas; and
WHEREAS, pursuant to Ordinance No. 1197 of the City, adopted
and approved December 20, 1984, there was authorized the
issuance of $3,000,000 Industrial Development Revenue Bonds (CPS
Chemical Project), Series 1984, dated December 28, 1984 (the
"Series 1984 Bonds"), and the execution and delivery of a Second
Supplemental Trust Indenture dated as of December 1, 1984 (the
"Second Supplemental Indenture"), between the City and the
Trustee, as supplemented and amended by the Third Supplemental
Trust Indenture dated as of December 1, 1984 (the "Third
Supplemental Indenture ), between the City and the Trustee, and
the Second Amendment to Lease Agreement dated as of December 1,
1984 (the "Second Amendment"), between the City and CPS
Arkansas; and
WHEREAS, the Series 1982 Bonds, the Series 1983 Bonds, and
the Series 1984 Bonds are herein collectively called the
CtECEIVED
",TY GLERK OfF~CE
C~ ~t 1 e o ~~
` "Bonds"; the Original Indenture, Supplemental Indenture, Second
' Supplemental Indenture, and Third Supplemental Indenture are
herein collectively called the "Indenture"; and the Original
Lease Agreement, the First Amendment, and the Second Amendment
are herein collectively called the "Lease Agreement"; and
WHEREAS, subsequent to the delivery of the Bonds, the
Indenture, and the Lease Agreement, CPS Chemical Company of
Arkansas, the original Lessee of the project financed by the
Bonds, and CPS Chemical Company, Inc., a New Jersey corporation
(the "Company"), and of which CPS Arkansas was a wholly-owned
subsidiary, entered into a Plan of Merger dated December 24,
1986, effective December 29, 1986, under the terms of which the
Company is the surviving corporation; and
WHEREAS, the owners and holders of the Bonds have consented
to the execution and delivery of the Fourth Supplemental Trust
Indenture and the Third Amendment (described below); and
WHEREAS, the City, the Trustee, and the Company desire to
amend and supplement the Indenture and the Lease Agreement to
reflect such merger and to make such other changes and
amendments as are appropriate under the circumstances;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the
City of West Memphis, Arkansas:
Section 1: That there be, and there is hereby, authorized
the execution and delivery of the Fourth Supplemental Trust
Indenture dated as of November 1, 1987 (the "Fourth Supplemental
Indenture"), by and between the City and the Trustee, in
substantially the form and with substantially the contents of
the document which has been exhibited to the City Council at the
meeting at which this resolution is adopted, and the Mayor and
City Clerk be, and they are hereby, authorized to execute and
deliver the Fourth Supplemental Indenture for and on behalf of
the City. The form and contents of the Fourth Supplemental
Indenture, which are approved, are made a part hereof and
t attached as Exhibit A.
Section 2: That there be, and there is hereby, authorized
the execution and delivery of the Third Amendment to Lease
Agreement dated as of November 1, 1987 (the "Third Amendment"),
by and between the City and the Company, in substantially the
form and with substantially the contents of the document which
has been exhibited to the City Council at the meeting at which
this resolution is adopted, and the Mayor and City Clerk be, and
they are hereby, authorized to execute and deliver the Third
Amendment for and on behalf of the City. The form and contents
of the Third Amendment, which are approved, are made a part
hereof and attached as Exhibit B.
Section 3: That the Mayor and City Clerk be, and they are
hereby, authorized and directed, for and on behalf of the City,
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to do all things, execute all instruments, and otherwise take
r all action necessary to effect the intent of this resolution.
Section 4: This resolution shall be effective from and
after its passage and approval.
Passed: December ~_, 1987.
ATTEST:
City Jerk
(S E A L)
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CERTIFICATE
The undersigned, City Clerk of West Memphis, Arkansas,
hereby certifies that the foregoing is a true and compared copy
of a resolution passed at a ~,~- '~c~ session of the City
Council of West Memphis, Arkan as, held at the regular meeting
place of the Council at '~~..~ o'clock ~.m., on the ~_ day
of December, 1987.
'ty r
(S E A L)
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