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RESOLUTION NO. g
A RESOLUTION APPROVING VARIOUS MATTERS IN CGNNECTIGV
WITH A CORPORATE CONSOLID~~TION INVOLVING t1 F'F:OJECT
FINANCED IIY INDUSTRIAL pEVEL(~i'i~II.NT R.:JVENtJI? i?,ONDF;
k OF THE CITY; AND PRESCRIBING OTIIF.R M11`I'TEIZ:J PI;:RT~.I:~INC:,
' THERETO.
WHEREAS, the City of West Memphis, Arkansas (the "City")
lias issued and there is still outstanding a portion of the City's
Industrial Development Revenue Bonds - Reflexion Project, Series
1977, dated June 1, 1977 (the "Bonds"), for the puz-pose of financing
the acquisition, construction and equipment of an industrial
project (the "Project"); and
WHEREAS, the Bonds are not general oblig~~tions of the
City but are special obligations, secured solely by a pledge of
revenues derived from the Project, including p~~r.ti.cularly lease:
rentals payable under a Lease and Agreement (the "Lease Agree-
ment") between the City and Reflexion Industric,s, Inc., an A.r}:ansas
corporation ("Reflexion"), as set forth in and evidenced by a
'c'rust Indenture between the City and ;Mercantile Funk, Jonesl-;oro,
~+rkansas (the "Trustee"); and
WHEREAS, the payment of the principal of and interest on
the Bonds, as due, is guaranteed by the Arkansas Industrial pevelop-
ment Commission Guaranty (the "AIDC"); .znd
WHEREAS, performance of the rental and other oblicJ,~t.ions
~ of Reflexion under the Lease Agreement is guaranteed by the principal
shareholders of Reflexion pursuant to certain personal guaranty
agreements (the "Personal Guaranty Agreements"); and
WHEREAS, it is proposed that. REDflexion shall undertal~.~ a
corporate consolidation, as authorized by Section ?.310 of the
Lease Agreement, pursuant to which the successor corporation will
assume the obligations of Reflexion under the LeasE~ Agreement; and
WHEREAS, it is appropriate that. those persons obligated
under the Personal Guaranty Agreements (the "G~iarantors") be
released from their obligations on condition that AIDC and the
`T'rustee have approved such release;
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NOW, THEREFORE, BE IT RESOL~'I:D F3Y TIii; CITY CCUIICIL OF THE
CITY OF WEST MEMPHIS, ARKANSAS:
Section 1. The consolidation of Retlexian, on the
terms and conditions set forth in th~~ recitals hereinabove,
is hereby approved. The Mayor is authorized and dit~ccted to f>xecute
and deliver such documents and writings and to take such ~-~ction as
may be appropriate to implement the consolidation, including,
without limitation, a release or releases of the Gu.,_~rantors from
their obligations under the Personal Guaranty Agreements, subject
to approval of such release or releases by AIDC and the Trustee.
Section 2. All resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
Section 3. The provisions of this Resolution are
declared to be severable. If any provision should be held to
be invalid or to be inapplicable to any person or ci.rcumstancE~
such holding shall not affect the validity and applicability of
the remainder hereof.
Section 4. This Resolution shall be in effect upon its
passage and approval.
ADOPTED AND APPROVED this ~ day of ~U~, 19131.
ATTEST:
~,-cz~ ~~ i ty Clerk
(SEAL)
CITY OI' WJ:S'I' MEMPI{I5, ZK71NS~~S
BY ._ Mayes ~`~ _,~1y.-~
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CERTIFICATE
I, the undersigned, City Clerk of West Nlern~,h.is, Arkansas,
t:ereby certify that the foregoing pages :ire a true anti compared
dopy of a Resolution adopted at a ~t~~,,_ session ~~~ the C.i i. 1/
ccuncil of the City of West Memphis, Arkansas, held at the regular
~.reeting place of the Council in the City at ~ ; ~, n o'clock 1' .m. ,
and that the Resolution is of record in Resolution Record Boob: No.
Page now in my possession.
GIVEN under my hand and seal this 2__ day of ,.~~ti ,
_ ~_~~
1981, being the date of the a~option of this Resolution.
do ~ ~~-vk-~ City Clerk
(SEAL)