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2025 r fl RESOLUTION NO. vt Cris" A RESOLUTION TO AUTHORIZE THE ENTRY INTO AN AGREEMENT TO ISSUE BONDS AND TO APPROVE A PAYMENT IN LIEU OF TAXES AGREEMENT FOR THE PURPOSE OF ASSISTING IN THE FINANCING OF INDUSTRIAL FACILITIES WITHIN OR NEAR THE CITY OF WEST MEMPHIS,ARKANSAS, TO BE LEASED TO BASF CORPORATION PURSUANT TO THE AUTHORITY OF THE LAWS OF THE STATE OF ARKANSAS, INCLUDING PARTICULARLY AMENDMENT 65 TO THE ARKANSAS CONSTITUTION AND THE MUNICIPALITIES AND COUNTIES INDUSTRIAL DEVELOPMENT REVENUE BOND LAW; AND FOR OTHER PURPOSES. WHEREAS, the City of West Memphis, Arkansas, is authorized under the provisions of Amendment 65 to the Arkansas Constitution and the Municipalities and Counties Industrial Development Revenue Bond Law, as amended, Ark. Code Ann. §§ 14-164-201 et seq. (the "Act"), to own, acquire, construct, equip, and lease facilities to secure and develop industry and to assist in the financing thereof by the issuance of bonds payable from the revenues derived from such facilities; and WHEREAS,the City has previously issued its Industrial Development Revenue Bonds (CPS Chemical Project), Series 1982, Series 1983, and Series 1984 for the purpose of financing the acquisition, construction, and equipping of an industrial project located at 100 Bridgeport Cove, West Memphis,Arkansas 72301 (the "Original Project"), which is leased to BASF Corporation(the"Company"), which acquired its interest in the Original Project from a successor to CPS Chemical Company of Arkansas, and utilized in the Company's business of manufacturing water treatment and specialty monomer products; and WHEREAS, the Company has evidenced its interest in acquiring,constructing, and equipping improvements and additions to the Original Project(the "Project") if the permanent financing can be provided through the issuance of bonds under the authority of the Act; and WHEREAS, notice of a hearing before this Council at this time and on this date, regarding approval of in-lieu-of-tax payments with respect to the Project, was delivered to the Superintendent of Schools for the West Memphis School District,which is the school district in which the Project is located, and to the Chief Fiscal Officer for the State of Arkansas not less than 10 days prior to this date as required under Arkansas Code Annotated § 16-164-704; and WHEREAS,the City of West Memphis desires to assist the Company in order to secure and develop industry within the County, and to aid in the financing thereof through the issuance of industrial development revenue bonds and the entry into an agreement for payments in lieu of ad valorem taxes to provide for the payments equal to 35%of the aggregate amount of ad valorem taxes that would be paid if the Project were on the tax rolls for a period of 20 years under the provisions of the Act; and WHEREAS, it is desirable that the City enter into an Agreement to Issue Bonds for such purpose; and Page 1 of 6 WHEREAS, it is desirable that the City approve and execute the PILOT Agreement NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WEST MEMPHIS, ARKANSAS: SECTION 1. The Mayor and the City Clerk of the City are hereby authorized to enter into an Agreement to Issue Bonds in substantially the form and substance as follows: AGREEMENT TO ISSUE BONDS THIS AGREEMENT TO ISSUE BONDS (the "Agreement") is made as of May 16, 2013, by and between the City of West Memphis, Arkansas, a city of the first class under the laws of the State of Arkansas (the "City"), and BASF Corporation(the "Company"), for the purpose of carrying out the purposes set forth in the Municipalities and Counties Industrial Development Revenue Bond Law, as amended, Ark. Code Ann. § 14-164-201 et seq. (the "Act"). WITNESSETH: WHEREAS, the City is authorized by Amendment 65 to the Arkansas Constitution and the Act to own, acquire, construct, reconstruct, extend, equip, improve, operate, maintain, sell, lease, or contract concerning, or otherwise deal in or dispose of any land, buildings, or facilities of any and every nature that can be used in securing or developing industry within or near the City; and WHEREAS, the City has previously issued its Industrial Development Revenue Bonds (CPS Chemical Project), Series 1982, Series 1983, and Series 1984 for the purpose of financing the acquisition, construction, and equipping of an industrial project located at 100 Bridgeport Cove, West Memphis, Arkansas 72301 (the "Original Project"), which is leased to the Company, which acquired its interest in the Original Project from a successor to CPS Chemical Company of Arkansas, and which is utilized in the Company's business of manufacturing water treatment and specialty monomer products; and WHEREAS, the Company has evidenced its interest in acquiring, constructing, and equipping improvements and additions to the Original Project (the "Project"), and the City has determined that such purposes may be served by cooperation with the Company in the acquisition, construction, and equipping of the Project; and WHEREAS, the City and the Company desire to cooperate in the acquisition, constructing, and equipping of the Project and to have the costs of the Project financed from the proceeds of revenue bonds of the City (the "Bonds") to be issued pursuant to the Act in an aggregate principal amount now estimated not to exceed $30,000,000 (excluding any bonds issued to refund the Bonds); and Page 2 of 6 WHEREAS, the City and the Company are parties to a Lease Agreement dated March 1, 1982, of the real and personal property constituting the Original Project(the "Original Lease"), which by its terms, assuming exercise of all renewal options, will expire on January 1, 2025; and WHEREAS,the City and the Company intend to enter into a Lease Agreement (the "Lease") of the real and personal property constituting the Project, which contemplates that the Project will be leased to the Company for a period of 20 years from the date of issuance of the Bonds, with an option to purchase for a nominal price,and the rental payments therefor together with other moneys available shall be sufficient to pay debt service on the Bonds and all related costs; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration under the mutual benefits, covenants, and agreements herein expressed,the City and the Company agree as follows: 1. Proceedings. All proceedings in connection with the issuance of the Bonds shall be consistent with the requirements of the Act. All references contained herein to the issuance of the Bonds shall be subject to compliance with the formalities of the Act when the facts required to do so are determined. 2. Acquisition, Construction, and Equipping. The City and the Company will cooperate in causing to be commenced and continued the required acquisition, construction, and equipping of the Project, and the Company may provide, or cause to be provided, the necessary interim financing to permit work on the Project to commence and continue expeditiously pending the issuance of Bonds.Not later than the date of issuance of the Bonds,the Company will convey and transfer or cause to be conveyed and transferred to the City, for an amount approximately equal to that then expended by the Company(including at the Company's option any costs of interim financing),the Project or portions thereof theretofore acquired, constructed, and equipped to the extent that the Project or such portions thereof are not already owned by the City. 3. Lease. The City and the Company shall enter into a Lease Agreement between the parties under which the Company will lease the Project from the City for a period of approximately 20 years from the date of issuance of the Bonds, with an option to purchase for a nominal price, and will agree to make rental payments sufficient to pay the principal of and interest on the Bonds, together with all charges of any Trustee and any Paying Agent for the Bonds. 4. Sale of Bonds, Security. The City will take such steps as are necessary to issue, sell, and deliver the Bonds, pursuant to the terms of the Act, for the purposes of financing the costs of the Project, in each case only upon receipt of the written designation by the Company of the purchaser(s) or underwriter(s) thereof, such Bonds to be in such principal amount,to mature in such amount and times,to bear interest at such rate or rates,to be payable on such dates, and to have such optional and mandatory redemption features and prices as are Page 3 of 6 determined by the City and approved in writing by the Company. The City further agrees that it will enter into a Lease and a trust indenture with a bank or trust company, qualified to exercise trust powers where necessary, for the purpose of providing rental payments sufficient, with other amounts available from the Company and/or directly or indirectly from the proceeds of the Bonds, to pay the principal of and interest on the Bonds as they become due together with the charges of any Trustee and Paying Agent for the Bonds, and pledging and otherwise securing the payment of such rental payments for the benefit of the holder(s) of the Bonds. The Lease,the trust indenture, other related documents, and the Bonds shall contain such terms and conditions as are agreed upon by the City and the Company. The City will cooperate in consummating the transactions so contemplated. 5. Bonds to be Special Obligations. The City shall have no financial responsibility with respect to the Project, the Bonds, or the costs associated with either, and the Bonds shall be special obligations of the City and shall never constitute a general obligation, indebtedness, or pledge of the credit of the City within or near the meaning of any constitutional or statutory provision and shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other revenues or other funds of the City except those (including unexpended Bond proceeds) derived from or in connection with the sale or lease of the Project as provided for herein. 6. Conditions of Issuance. The Bonds may be issued either at one time or in several series from time to time, in such aggregate principal amount or amounts as the Company shall request in writing; provided, however,that all conditions of the Act shall have been met. 7. Costs to be Financed. The costs of the Project may include any costs permissible under the Act, including but not limited to reasonable and necessary costs, expenses, and fees incurred by the Company in acquiring, constructing, and equipping of the Project; reasonable and necessary costs, expenses, and fees incurred by the City in connection with the issuance of the Bonds or in connection with the Project; fees and out-of-pocket expenses of Rose Law Firm, a Professional Association, as bond counsel; fees and expenses of any trustee; fees and expenses, if any, required in connection with the underwriting or placement of the Bonds; recording costs; and printing and publication costs. The City will upon request provide or cause to be provided any data or information which may be reasonably required to verify any of the costs, expenses, and fees enumerated above. 8. Termination. In the event that the Bonds shall not be sold within or near three years from the date hereof, this Agreement shall automatically terminate unless the parties hereto shall agree in writing to its extension for a further period of time specified in such writing, which agreement on the part of the City shall not be unreasonably withheld. The Company may unilaterally terminate this Agreement without liability to the City(except for any amounts due and owing by Page 4 of 6 the Company to the City arising out of the transactions occurring on or before the time of such termination, which shall be promptly paid by the Company to the City) by giving notice by ordinary mail,postage prepaid, to the City specifying therein the date of termination, which may be the date of the notice. 9. Protection to the City. The Company shall pay all of the City's costs and expenses reasonably and necessarily incurred in connection with this Agreement or any other related document or instrument. The Company will at all times indemnify and hold harmless the City against any and all losses, costs, damages, expenses, and liabilities of whatsoever nature directly or indirectly resulting from, arising out of, or related to matters in connection with this Agreement. 10. Ad Valorem Taxation Exemption. The City and the Company recognize that under the Arkansas Constitution and decisions of the Supreme Court of Arkansas and in accordance with Ark. Code Ann. §§ 14-164-701 et seq., the Project will be exempt from ad valorem taxation. The City agrees that the Company shall be required to enter into an Agreement for Payments in Lieu of Taxes("PILOT Agreement")with the City providing for payments in lieu of a portion of the ad valorem taxes that would otherwise be levied by local public bodies with taxing authority. The terms of the PILOT Agreement shall be approved by the City only after giving notice as required by law. 11. Purpose and Effect. The Bonds are to be issued, sold, and delivered under the authority of the Act and all related actions and documents shall be in conformity therewith. The City intends this Agreement to be the expression of its present intent, pursuant to the terms hereof,to issue the Bonds up to $30,000,000 aggregate principal amount outstanding at any one time, and also to issue additional Bonds if the Project costs exceed such amount, and to expend the Bond proceeds to defray the costs of the Project. 12. Assignment. The Company may assign this Agreement and the PILOT Agreement in whole or in part to an affiliate of the Company without the prior written consent of the City and to an entity which is not an affiliate of the Company with the prior written consent of the City, which consent shall not be unreasonably withheld. Notwithstanding the foregoing,no assignment and no dealings or transactions between the City and any assignee shall relieve the Company of any of its obligations under this Agreement. IN WITNESS WHEREOF,the City of West Memphis, Arkansas, acting pursuant to a Resolution of its City Council, has caused its name to be hereunto subscribed by its Mayor and the Company has caused its corporate name to be subscribed hereto by its duly authorized officer, all as of the year and date first above written. Page 5 of 6 CITY OF WEST MEMPHIS, ARKANSAS By: Mayor BASF CORPORATION By: [Title] SECTION 2. The City hereby approves the PILOT Agreement in substantially the form submitted to the City Council at this meeting. The Mayor is hereby authorized and directed to execute the approval of the PILOT Agreement, his execution shall constitute conclusive evidence of such approval. SECTION 3. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or word of this resolution is declared or adjudged to be invalid or unconstitutional, such declaration or adjudication shall not affect the remaining portions of this resolution, which shall remain in full force and effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part of this resolution. SECTION 4. Repealer. Resolution No. 1913 of the City, adopted April 2, 2009, authorizing the execution and delivery of a special warranty deed with respect to the Original Project from the City to CIBA Corporation, formerly known as CPS Chemical Company of Arkansas, is hereby repealed. All other ordinances or resolutions of the City in conflict herewith are hereby repealed to the extent of such conflict. PASSED AND APPROVED this 16th day of May, 2013. WILLIAM H. JOHNSON, MAYOR ATTEST: ) PHILLIP PARA, CITY CLERK SPONSORED BY: Page 6 of 6 As Presented to West Memphis City Council on 5/16/2013 PAYMENT IN LIEU OF TAXES AGREEMENT City of West Memphis, Arkansas Date: [Dated Date] 205 S Redding Street West Memphis, AR 72301 Attention: City Council and Mayor Re: $30,000,000 West Memphis, Arkansas Industrial Development Revenue Bonds (BASF Corporation Project), Series 2013 Ladies and Gentlemen: The City of West Memphis (the "City") issued The City of West Memphis, Arkansas, Industrial Development Revenue Bonds (CPS Chemical Project), Series 1982, Series 1983, and Series 1984(collectively, the"Prior Bonds")and proposes to issue the Bonds identified above under the provisions of the Municipalities and Counties Industrial Development Revenue Bond Law, Ark. Code Ann. §§ 14-164-201 et seq. (the "Act") for the purpose of financing a substantial industrial project consisting of the acquisition of land, construction of buildings, and acquisition and installation of equipment, all located at 100 Bridgeport Cove, West Memphis, Arkansas 72301, within the West Memphis School District (the "Project"). The Project is leased by the City to BASF Corporation (the "Company") pursuant to a Lease Agreement (the "Lease") for a period of approximately 20 years for rentals sufficient to pay debt service on the Bonds. The Company will use the bond proceeds to acquire, construct, and equip improvements and additions to its existing operations, which manufacture water treatment and specialty monomer products. Article V of the Lease provides that the Company is obligated to pay all taxes and assessments levied and assessed on the Project during the term of the Lease dated as of [dated date], (the "Lease"). The Company is informed and understands that, notwithstanding the provision of Article V of the Lease, under Article 16, Section 5 of the Constitution of the State of Arkansas, as interpreted by the Arkansas Supreme Court in Wayland v. Snapp, 233 Ark. 57, 334 S.W. 2d 633 (1960), and Pulaski County v. Jacuzzi Bros. Div., 332 Ark. 91, 964 S.W.2d 788 (1998), and Ark. Code Ann. §§ 14-164-701 et seq., the Project will be exempt from ad valorem taxes because it is owned by the City and used for a public purpose within the meaning of the applicable Constitutional and statutory provisions affording the exemption. Thus, the Company understands that it, as Lessee of the Project owned by the City, will, in fact, pay no ad valorem taxes on the Project property under the provisions of Article V of the Lease. The City has indicated a reluctance to lose all tax revenues which would otherwise be received by it if the property involved was privately owned. Therefore, to induce the City to proceed with the issuance of the Bonds for the purpose indicated, which will inure to the benefit of the Company, and for other valuable consideration, the receipt of which is hereby acknowledged, the Company agrees with the City as follows: 1. In lieu of ad valorem property taxes, the Company will pay to the City an annual sum equal to 35% of the amount which would be payable as ad valorem taxes that would have to be paid on the Project to the State of Arkansas, Crittenden County, West Memphis School District, 1 BASF Corporation PILOT Agreement Page 2 and/or other political subdivisions of the State of Arkansas (the"taxing authorities") if the Project were not exempt from ad valorem taxes under the provisions of Article 16, Section 5 of the Constitution of the State of Arkansas, as interpreted by the Supreme Court of the State of Arkansas in Wayland v. Snapp,supra, and Pulaski County v. Jacuzzi Bros. Div., supra, and Ark. Code Ann. §§ 14-164-701 et seq. Payments for each calendar year are due not later than the date regular ad valorem taxes are due (currently October 15); provided, however, that all payments accrued through the date of termination of the Lease shall be due no later than the date of termination of this agreement pursuant to paragraph 6. Payments not paid when due shall bear interest at 5% per annum until paid. 2. The payments to be made pursuant to paragraph 1 are intended to be in lieu of all ad valorem taxes that would have to be paid on the Project to the taxing authorities if the Project were not exempt from ad valorem taxes under the provisions of Article 16, Section 5 of the Constitution of the State of Arkansas, as interpreted by the Supreme Court of the State of Arkansas in Wayland V. Snapp, supra, and Pulaski County v. Jacuzzi Bros. Div., supra, and Ark. Code Ann. §§ 14-164-701 et seq., but are not intended to be in lieu of(i) any licenses, occupation or privilege tax, or fee imposed upon the Company for or with respect to its right to carry on its business in the State of Arkansas, (ii) any special benefit or local improvement tax or assessment, or (iii) fees or charges for utility services rendered, such as for water or sewer services. 3. Representatives of the Company will meet annually with the Assessor of Crittenden County and determine the assessed valuation of the properties comprising the Project. The determination shall be made by mutual agreement if possible, and if not shall be made by the Assessor as though the Project were privately owned. The amount to be paid each year shall be determined by applying the millage that would be applicable to the Project for that year if the Project were privately owned. The Company shall be entitled to any refund occasioned by overpayment or a reduction in millage which requires a refund by the taxing authorities. 4. The City agrees to distribute each payment under paragraph 1 among the taxing authorities in the proportion that the millage collected bears to the total millage collected by all during the year taxes would have been levied. 5. The City and the Company agree to cooperate in sustaining the enforceability of this Agreement. However, if by reason of a change in the Constitution of the State of Arkansas, a change by the Supreme Court of the State of Arkansas in its interpretation of the Constitution, a change by the General Assembly of the State of Arkansas, or otherwise the Company is required to pay any tax for which the payments specified in paragraph I are intended to be in lieu, the Company may deduct the aggregate of any such payments made by it from any amount herein agreed to be paid under paragraph 1. Furthermore, inasmuch as the payments in paragraph 1 herein agreed to be made are intended to be in lieu of taxes, it is agreed that said payments shall not as to any year be in an amount greater than would otherwise be payable for such year in ad valorem taxes, in the aggregate, on account of its ownership of the Project. 2 BASF Corporation PILOT Agreement Page 3 6. The agreement herein made by the Company shall terminate and be of no further force and effect from and after the date that the Lease shall terminate for any purpose other than a default on the part of the Company. If such termination shall be at a point constituting a portion of a year, the Company shall pay for the year in which termination occurred that portion of the specified annual payment that the number of days in such year that the Project was exempt prior to the terminations bears to 365 days (366 days in a leap year). 7. This agreement shall be binding upon the successors and assigns of the Company, but no assignment shall be effective to relieve the Company of any of its obligations hereunder unless expressly authorized and approved in writing by the City. When executed, this instrument shall constitute a valid and binding contract between the Company and the City. Very truly yours, BASF CORPORATION By: [Name/Title] ACCEPTED: WEST MEMPHIS, ARKANSAS By: William H. Johnson, Mayor 3 AGREEMENT TO ISSUE BONDS THIS AGREEMENT TO ISSUE BONDS (the "Agreement") is made as of May 16, 2013, by and between the City of West Memphis, Arkansas, a city of the first class under the laws of the State of Arkansas (the"City"), and BASF Corporation (the "Company"), for the purpose of carrying out the purposes set forth in the Municipalities and Counties Industrial Development Revenue Bond Law, as amended, Ark. Code Ann. §§ 14-164-201 et seq. (the"Act"). WITNESSETH: WHEREAS, the City is authorized by Amendment 65 to the Arkansas Constitution and the Act to own, acquire, construct, reconstruct,extend, equip, improve, operate, maintain, sell, lease, or contract concerning, or otherwise deal in or dispose of any land, buildings, or facilities of any and every nature that can be used in securing or developing industry within or near the City; and WHEREAS, the City has previously issued its Industrial Development Revenue Bonds (CPS Chemical Project), Series 1982, Series 1983, and Series 1984, for the purpose of financing the acquisition, construction, and equipping of an industrial project located at 100 Bridgeport Cove, West Memphis, Arkansas 72301 (the"Original Project"), which is leased to the Company,which acquired its interest in the Original Project from a successor to CPS Chemical Company of Arkansas, and which is utilized in the Company's business of manufacturing water treatment and specialty monomer products; and WI IEREAS, the Company has evidenced its interest in acquiring, constructing, and equipping improvements and additions to the Original Project (the "New Project";the Original Project, as improved and added to by the New Project, is referred to as the "Project"), and the City has determined that such purposes may be served by cooperation with the Company in the acquisition, construction, and equipping of the New Project; and WHEREAS, the City and the Company desire to cooperate in the acquisition, constructing, and equipping of the New Project and to have the costs of the New Project financed from the proceeds of revenue bonds of the City (the "Bonds") to be issued pursuant to the Act in an aggregate principal amount now estimated not to exceed $30,000,000 (excluding any bonds issued to refund the Bonds); and WHEREAS, the City and the Company are parties to a Lease Agreement of the real and personal property constituting the Original Project (the"Original Lease"), which by its terms, assuming exercise of all renewal options, will expire on January 1, 2025; and WHEREAS, the City and the Company intend to enter into an amendment to the Original Lease (the Original Lease, as amended, is referred to as the "Lease") of the real and personal property constituting the Project, which Page 1 of 5 � . w contemplates that the Project will be leased to the Company for a period of 20 years from the date of issuance of the Bonds, with an option to purchase form nominal price, and the rental payments therefor together with other moneys available shall be sufficient to pay debt service on the Bonds and all related costs; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration under the mutual benefits, covenants,and agreements herein expressed, the City and the Company agree as follows: I. Proceedings. All proceedings in connection with the issuance of the Bonds shall be consistent with the requirements of the Act. All references cmo1uio�db�rciotmtn: isouno�enf the ]�nodmshall hosubject to compliance with the formalities of the Act when the facts required to do so are determined. 2. cquisition. Construction,and Equipping. The City and the Company will cooperate in causing to be commenced and continued the required oc�uimidVo, 00nn1rwcdou` uod �guippioQof the New Project, and1beComnpaoy may provide, or cause to be provided,the necessary interim financing to permit work on the New Project ject to commence and continue expeditiously pending the issuance of Bonds. Not later than the date of issuance of the Bonds, the Company will convey and transfer or cause to be conveyed and transferred to the City, for an amount approximately equal to that then expended by the Company (including at the Company's option any costs of interim financing), the New Pr ject or portions thereof theretofore acquired,constructed, and equipped to the extent that the New Pr 'ectnruoobpor\ionn \hcccofazenotu\rcadyovvm:dbythe City. 3. Lease. The City and the Company shall enter into an amendment to the existing Lease Agreement between the parties under which the Company will continue to lease the Original Project and 10 lease the New Project from the City for a period of approximately 20 years from the date of issuance of thc Bonds, with an option to purchase for a nominal price, and will agree to make rental payments sufficient to pay the principal of and interest on the Bonds, together with all charges of any Trustee and any Paying Agent for the Bonds. 4. Sale of Bonds, Security. The City will take such steps as are necessary to issue, sell, and deliver the Bonds,pursuant to the terms of the Act, for the purposes of financing the costs of the Project, in each case only upon receipt of thewritteodcmi&ua1ioo6ythcConmpuoyof the purchaser(s) or underwriter(s) thereof, such Bonds to be in such principal amount, to mature in such amount and times, to bear interest at such rate or rates,to be payable on such dates, and to have such optional and mandatory redemption features and prices as are determined by the City and approved in writing by the Company. The City further agrees that it will enter into the amendment to the Lease and a trust indenture with a bank or trust company, qualified to exercise trust powers where necessary, for the purpose of providing rental payments sufficient, with other amounts available from the Company and/or directly or indirectly from the proceeds of the Bonds, to pay the principal of and interest on the Bonds as they become due together with Page 2 of 5 the charges of any Trustee and Paying Agent for the Bonds, and pledging and otherwise securing the payment of such rental payments for the benefit of the holder(s)of the Bonds. The amendment to the Lease,the trust indenture, other related documents, and the Bonds shall contain such terms and conditions as are agreed upon by the City and the Company. The City will cooperate in consummating the transactions so contemplated. 5. Bonds to be Special Obligations. The City shall have no financial responsibility with respect to the Project, the Bonds, or the costs associated with either, and the Bonds shall be special obligations of the City and shall never constitute a general obligation, indebtedness, or pledge of the credit of the City within or near the meaning of any constitutional or statutory provision and shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other revenues or other funds of the City except those (including unexpended Bond proceeds)derived from or in connection with the sale or lease of the Project as provided for herein. 6. Conditions of Issuance. The Bonds may be issued either at one time or in several series from time to time, in such aggregate principal amount or amounts as the Company shall request in writing; provided, however, that all conditions of the Act shall have been met. 7. Costs to be Financed. The costs of the New Project may include any costs permissible under the Act, including but not limited to reasonable and necessary costs, expenses, and fees incurred by the Company in acquiring, constructing, and equipping of the New Project; reasonable and necessary costs, expenses, and fees incurred by the City in connection with the issuance of the Bonds or in connection with the Project; fees and out-of-pocket expenses of Rose Law Firm, a Professional Association, as bond counsel; fees and expenses of any trustee; fees and expenses, if any, required in connection with the underwriting or placement of the Bonds; recording costs; and printing and publication costs. The City will upon request provide or cause to be provided any data or information which may be reasonably required to verify any of the costs,expenses, and fees enumerated above. 8. Termination. In the event that the Bonds shall not be sold within or near three years from the date hereof; this Agreement shall automatically terminate unless the parties hereto shall agree in writing to its extension for a further period of time specified in such writing, which agreement on the part of the City shall not be unreasonably withheld. The Company may unilaterally terminate this Agreement without liability to the City (except for any amounts due and owing by the Company to the City arising out of the transactions occurring on or before the time of such termination, which shall be promptly paid by the Company to the City) by giving notice by ordinary mail, postage prepaid, to the City specifying therein the date of termination,which may be the date of the notice. Page 3 of 5 9. Protection to the City. The Company shall pay all of the City's costs and expenses reasonably and necessarily incurred in connection with this Agreement or any other related document or instrument. The Company will at all times indemnify and hold harmless the City against any and all losses,costs, damages, expenses, and liabilities of whatsoever nature directly or indirectly resulting from, arising out of, or related to matters in connection with this Agreement. 10. Ad Valorem Taxation Exemption. The City and the Company recognize that under the Arkansas Constitution and decisions of the Supreme Court of Arkansas and in accordance with Ark. Code Ann. §§ 14-164-701 et seq., the Project will be exempt from ad valorem taxation. The City agrees that the Company shall be required to enter into an Agreement for Payments in Lieu of Taxes ("PILOT Agreement") with the City providing for payments in lieu of a portion of the ad valorem taxes that would otherwise be levied by local public bodies with taxing authority. The terms of the PILOT Agreement shall be approved by the City only after giving notice as required by law. 11. Purpose and Effect. The Bonds are to be issued, sold, and delivered under the authority of the Act and all related actions and documents shall be in conformity therewith. The City intends this Agreement to be the expression of its present intent, pursuant to the terms hereof, to issue the Bonds up to $30,000,000 aggregate principal amount outstanding at any one time, and also to issue additional Bonds if the Project costs exceed such amount, and to expend the Bond proceeds to defray the costs of the Project. 12. Assignment. The Company may assign this Agreement and the PILOT Agreement in whole or in part to an affiliate of the Company without the prior written consent of the City and to an entity which is not an affiliate of the Company with the prior written consent of the City, which consent shall not be unreasonably withheld.Notwithstanding the foregoing, no assignment and no dealings or transactions between the City and any assignee shall relieve the Company of any of its obligations under this Agreement. IN WITNESS WHEREOF, the City of West Memphis, Arkansas, acting pursuant to a Resolution of its City Council, has caused its name to be hereunto subscribed by its Mayor and the Company has caused its corporate name to be subscribed hereto by its duly authorized officer, all as of the year and date first above written. CITY OF WEST MEMPHIS, ARKANSAS By: Mayor Page 4 of 5 BASF CORPORATION By: [Title] izECEiV1. 0 CH; ICE DATE 5- 0 Page 5 of 5