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0706~- .. V RESOLUTION N0. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST MEMPHIS, ARKANSAS, COMMITTING ITSELF TO ACQUIRING UNDIVIDED INTERESTS IN ARKANSAS POWER & LIGHT COMPANY STEAM ~~ ~ ELECTRIC GENERATING STATIONS SUBJECT ONLY ~ ) TO THE CITY OF WEST MEMPHIS' ABILITY TO '~, OBTAIN NECESSARY FINANCING THEREFOR. WHEREAS, the City Attorney and West Memphis Utility Commission have recently completed negotiations with the Arkansas Power & Light Company (AP&L) toward acquisition by the City of West Memphis of undivided interests in AP&L's coal fired steam electric generating stations, commonly known as the .White Bluff Steam Electric Generating Station and the Independence Steam Electric Generating Station; and, WHEREAS, under the terms and provisions of AP&L's offer, the City of West Memphis (the "City") must commit itself on or before July 2, 1979 to become a party in the projects subject only to the ability of the City to secure necessary financing. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West Memphis, Arkansas: Section 1. The City, subject only to the issuance of electric revenue bonds under Act 5 of the Acts of Arkansas of 1979 hereby commits itself to becoming a participant with AP&L and various other Arkansas utilities in the acquisition, construction, ownership and operation of the so called White Bluff Steam Electric Generating Station and Independence Steam Electric Generating Station, and by this Resolution accepts the offer of AP&L to acquire undivided interests in the aforesaid steam electric generating stations, 1. ~~ Section 2. The following tentative financing schedule recommended by the underwriters is hereby approved. JULY Monday, July 2, Thursday, July 5, Wednesday, July 11, Wednesday, July 18, Tuesday, Thursday, Tuesday, Monday, Wednesday, Thursday, Tuesday, Thursday, Monday, July 23, July 26, July 31, August 6, August 8, August 9, August 14, August 23, August 27, Receipt by AP&L of Resolution of the City accepting AP&L's offer of participatory interests. Meeting of Utility Department, Bond Counsel, Utility Department Counsel, City Attorney, Underwriters and Underwriters Counsel to discuss terms of Bond Ordinance. Begin preparation of data for. Official Statement. Distribution of first draft of Bond Ordinance. Finalize comments on Bond Ordinance. Distribution of first proof of Official Statement. Meeting of all parties on Official Statement. Distribution of second proof, of Official Statement. . Prepare Rating Agency Presentation. AUGUST Rating Agencies Meeting. Finalize Official Statement. Mail Offering Documents to Investors. Preliminary Pricing. City Council Meeting to approve Bond Ordinance and Bond Purchase Agreement. Publication of Bond Ordinance. SEPTEMBER AND OCTOBER Monday, October 1 Pre-closing in New York. Tuesday, October 2, Closing in New York. 2~ :. ~ ., Section 3. This Resolution shall be in full force and effect from and after its passage and approval. ADOPTED this ~ ~ day of ~ U N ~ 1979. APPROVED: ~~~f '-~> MAYOR nmm~em• (SEAL) ;4 3. CERTIFICATE The undersigned, City Clerk of the City of West Memphis, Arkansas, hereby certifies that the foregoing pages are a true and perfect copy of Resolution No. ® adopted at a ~,~ session of the City Council of the City of West Memphis, Arkansas held at the regular meeting place in the City at .~~ o'clock ~.m. on the ~ day of ~ ~1E!..• 1979 and that the Resolution is of record in Record Book No, at page now in my possession. GIVEN under my hand and seal on this ~~_ day of 1979. (SEAL) 6