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Exhibit 4(f)
FIRST SUPPLEMENTAL LEASE AGREEMENT
between
CITY OF XXXXXXX, ARKANSAS
and
MRL, INC.
(formerly Missouri Research Laboratories, Inc.)
Dated as of November 1, 1995
Relating to $405,000 City of Xxxxxxx, Arkansas Industrial
Development Refunding Revenue Bond - MRL, Inc. Project, Series 1995
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FIRST SUPPLEMENTAL LEASE AND AGREEMENT
This FIRST SUPPLEMENTAL LEASE AND AGREEMENT made as of
the first day of November, 1995, by and between the CITY OF
XXXXXXX, ARKANSAS ("Lessor") and MRL, INC., a corporation organized
under and existing by virtue of the laws of the State of Missouri
("Lessee");
W I T N E S E T H:
WHEREAS, Lessor and Lessee (formerly Missouri Research
Laboratories, Inc.) have heretofore entered into a Lease and
Agreement dated as of May 1, 1984, which is recorded in the office
of the Circuit Clerk and Ex-Officio Recorder of Clay County,
Arkansas in Misc. Record Book Misc. 10, at page 770 (the "Original
Lease Agreement") covering certain machinery, equipment and other
personal property (the "Project") located on the lands described in
Exhibit A attached hereto (the "Plant"); and
WHEREAS, Lessor has heretofore issued its Industrial
Development Revenue Bonds Missouri Research Laboratories, Inc.
Project, Series A, dated May 1, 1984 and in the principal amount of
$1,000,000 (the "Prior Bonds") secured by a Trust Indenture by and
between Lessor and Boatmen's Trust Company (as successor to
Centerre Trust Company of St. Louis), as Trustee (the "Trustee"),
dated as of May 1, 1984 (the "1984 Indenture"); and
WHEREAS, the Prior Bonds are guaranteed by the Department
of Industrial Development of the State of Arkansas (the
"Department"), pursuant to a Guaranty of Payment of Industrial
Development Revenue Bonds dated as of May 1, 1984 (the "1984
Guaranty"), among Lessor, the Department and the Trustee; and
WHEREAS, the Prior Bonds are secured by a mortgage lien
on the Plant and a security interest in the Project in favor of the
Trustee; and
WHEREAS, Lessor has assigned its rights to payments due
under the Original Lease Agreement to pay the principal of and
interest on the Prior Bonds when due; and
WHEREAS, the Department is subrogated to the rights of
Lessor and the Trustee to the extent of payments made under the
1984 Guaranty; and
WHEREAS, the Department made the principal and interest
payment due on the Prior Bonds on May 1, 1995, because Lessee
failed to make its rental payment due under the Original Lease
Agreement on that date; and
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WHEREAS, Lessee remains in default under the Original
Lease Agreement; and
WHEREAS, the Department proposes to redeem the Prior
Bonds on November 1, 1995, by paying the outstanding principal
amount of the Prior Bonds, plus accrued interest; and
WHEREAS, in lieu of exercising its right to foreclose on
the Plant and the Project, the Department has offered, and Lessor
and Lessee have agreed, to restructure the debt represented by the
Prior Bonds by Lessor issuing its refunding bond to the Department,
and by continuing to lease the Project to the Company with an
extension of the term of the Original Lease Agreement and a
restructuring of the payments due as rent thereunder; and
WHEREAS, the refunding bond will be issued in the
principal amount of $405,000 which is equal to the principal amount
of the Prior Bonds presently outstanding, the interest on the Prior
Bonds due November 1, 1995, the amounts that have been heretofore
advanced by the Department to pay principal and interest on the
Prior Bonds, and the expenses of issuing the refunding bond; and
WHEREAS, Lessee represents and warrants that it is a
corporation duly incorporated under the laws of the State of
Missouri and in good standing under the laws of such state, is duly
authorized to do business in the State of Arkansas, is not in
violation of any provision of its Articles of Incorporation or its
Bylaws, has power to enter into this First Supplemental Lease and
Agreement, and has duly authorized the execution and delivery of
this First Supplemental Lease and Agreement by proper corporate
action; and
WHEREAS, Lessee represents and warrants that neither the
execution and delivery of this First Supplemental Lease and
Agreement, the consummation of the transactions contemplated hereby
nor the fulfillment of or compliance with the terms and conditions
of this First Supplemental Lease and Agreement conflicts with or
results in a breach of the terms, conditions or provisions of any
restriction or any agreement or instrument to which Lessee is now
a party or by which Lessee is bound, or constitutes a default under
any of the foregoing or results in the creation or imposition of
any lien, charge or encumbrance whatsoever upon any of the property
or assets of Lessee except any interests herein under the terms of
any instrument or agreement; and
WHEREAS, Lessee represents and warrants that no approval,
consent or authorization of, or registration, declaration or filing
with, any governmental or public body or authority is required in
connection with the valid execution delivery and performance by
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the Lessee of this First Supplemental Lease and Agreement which has
not heretofore been obtained; and
WHEREAS, Lessee represents and warrants that when
executed and delivered, this First Supplemental Lease and Agreement
will be a valid and binding obligation or agreement of Lessee
enforceable in accordance with its terms (subject to bankruptcy
insolvency, reorganization, moratorium and other similar laws
affecting creditors' rights heretofore or hereafter enacted to the
extent constitutionally applicable) and that their enforcement may
also be subject to the exercise of judicial discretion in
appropriate cases;
NOW, THEREFORE, for valuable consideration, receipt of
which is hereby acknowledged by Lessor and Lessee, and in
consideration of the mutual benefits and covenants of the parties
under the Original Lease Agreement and under this First
Supplemental Lease and Agreement, Lessor and Lessee agree as
follows:
ARTICLE I
AMENDMENTS AND SUPPLEMENTS
TO ORIGINAL LEASE AGREEMENT
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Section 101. Section 101 of the Original Lease Agreement
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is hereby amended and supplemented as follows:
"Authorized Lessee Representative" - The person at the
time designated to act in behalf of Lessee by written certificate
furnished to Lessor and the Department containing the specimen
signature of such person and signed on behalf of Lessee by the
President of Lessee. Such certificate may designate an alternate
or alternates.
"Authorized Lessor Representative" - The person at the
time designated to act in behalf of Lessor by written certificate
furnished to Lessee and the Department containing the specimen
signature of such person and signed on behalf of Lessor by the
Mayor. Such certificate may designate an alternate or alternates.
"Department of Industrial Development" or "Department" -
The Department of Industrial Development of the State of Arkansas,
and any successor department or agency. Whenever referred to
herein, it is intended by Lessor and Lessee that so long as the
Refunding Bond is outstanding under the Indenture, the Department
of Industrial Development shall have and be entitled to all rights
set forth in connection with such reference as though and to the
extent as if it were a signatory party hereto and shall be entitled
to exercise such rights on its own behalf and in its own name.
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"Guaranty" - The Guaranty Agreement dated as of
November 1, 1995, by and between Lessee and the Department,
pursuant to which Lessee guarantees the payment of the principal of
and interest on the Refunding Bond and any amendments and
supplements thereto.
"Indenture" or "Trust Indenture" - Prior to November 1,
1995, such term shall mean the Trust Indenture between Lessor and
the Trustee, dated as of May 1, 1984, which is recorded in the
office of the Circuit Clerk and Ex Officio Recorder of Clay County,
Arkansas. Thereafter, such term shall mean the Indenture between
Lessor and the Department dated as of November 1, 1995, which is
recorded in the office of the County Clerk and Ex Officio Recorder
of Clay County, Arkansas. All references in the Indenture, in this
Lease Agreement, and in the authorizing ordinances to "Indenture"
shall mean the definition as expressed herein.
"Lease Agreement" - The Lease and Agreement between
Lessor and Lessee, dated as of May 1, 1984, recorded in the office
of the Circuit Clerk and Ex Officio Recorder of Clay County
Arkansas, together with all supplements thereto, including
particularly the First Supplemental Lease and Agreement, dated as
of November 1, 1995. All references in this Lease Agreement, in
the Indenture (particularly, but without limitation, the granting
clauses), and in the authorizing ordinances to "Lease Agreement"
shall mean the definition as expressed herein.
"Lessee" - MRL, Inc., a corporation organized and
existing under the laws of the State of Missouri, and its permitted
successors and assigns hereunder.
"Refunding Bond" - The City of Xxxxxxx, Arkansas
Industrial Development Revenue Refunding Bond - MRL, Inc. Project,
Series 1995, in the principal amount of $405,000.
Section 102. Article IV of the Original Lease Agreement
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is hereby amended to read as follows:
"Section 401. Lessor, for and in consideration of the
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rents, covenants and agreements herein reserved, mentioned and
contained, on the part of Lessee to be paid, kept and performed,
agrees to and does hereby lease, take and hire from Lessor, subject
to the terms, conditions and provisions of this Lease Agreement
expressed, all machinery, equipment and other personal property of
every kind and nature whatever acquired by Lessor and paid for from
the proceeds of the Bonds and placed on or in the lands and/or the
improvements described in Exhibit A hereto, or elsewhere, whether
or not such machinery and equipment becomes affixed thereto,
including, without limitation, all machinery and equipment
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described in Exhibit B hereto and all replacements and
substitutions which become the property of the Lessor pursuant to
the provisions of this Lease Agreement. The machinery, equipment
and other personal property leased hereby shall be referred to
herein as 'Leased Equipment.'
TO HAVE AND TO HOLD the Leased Equipment unto the Lessee
for the term of this Lease Agreement as hereafter set forth.
Section 402. The initial term of this Lease Agreement
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shall commence on May 1, 1984, and shall continue until April 1,
2001, and as long thereafter as the Refunding Bond remains
outstanding under the Indenture.
Section 403. (a) Basic Rent.
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(1) Lessee covenants to pay to Lessor, in the manner
hereinafter provided in Section 404, Basic Rent monthly in the
amounts necessary to pay interest on and principal of the Refunding
Bond as the same becomes due under the provisions of the Indenture.
Basic Rent shall be payable on November 29, 1995 and the 29th day
of each month thereafter until the principal of and interest on the
Refunding Bond shall have been fully paid. In the event a Basic
Rent payment date falls on a Saturday or Sunday or a day on which
banking institutions are authorized by law to close, the Basic Rent
payment involved shall not be due and payable until the time of
opening of business on the next succeeding day thereafter that is
a banking day.
(b) Additional Rent. During the term hereof, Lessee
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shall pay as Additional Rent the expenses and charges payable to
the Department, any expenses which are required to be incurred by
Lessor pursuant to the provisions of the Lease Agreement or the
Indenture the payment of which is not otherwise provided for by
applicable provisions of the Lease Agreement or the Indenture, and
all impositions (as defined in Section 501), expenses, liabilities,
obligations and other payments of whatever nature which Lessee has
agreed to pay or assume under the provisions of this Lease
Agreement. If at any time any amounts paid by Lessee as Additional
Rent hereunder are or become in excess of the amounts required for
the purposes for which they were paid, such excess amounts shall be
refunded to Lessee.
(c) Until the principal of and interest on the
Refunding Bond shall have been paid, Lessee's obligation to pay
Basic Rent and Additional Rent shall be absolute and unconditional
and the Basic Rent and the Additional Rent shall be certainly
payable on the dates or at the times specified, and without
abatement or set-off, and regardless of any contingencies
whatsoever, and
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notwithstanding any circumstances or occurrences that may now exist
or that may hereafter arise or take place, including, but without
limiting the generality of the foregoing
(1) The unavailability of the Leased Equipment, or any
part thereof, for use by the Lessee at any time by reason of the
failure to complete the Project by any particular time or at all or
by reason of any other contingency, occurrence or circumstances
whatsoever;
(2) Damage to or destruction of the Leased Equipment,
or any part thereof;
(3) Legal curtailment of Lessee's use of the Leased
Equipment, or any part thereof;
(4) Change in Lessor's legal organization or status;
(5) The taking of title to or the temporary use of the
whole or any part of the Leased Equipment by condemnation;
(6) Any assignment under the provisions of Article III
including, without limitation, an assignment as part of a
transaction involving merger, consolidation or sale of all or
substantially all of Lessee's assets, as provided in Section 1701;
subject, however, to the provisions of Section 1701 that
performance by an assignee or sublessee shall be considered as
performance pro tanto by Lessee;
(7) Any termination of this Lease Agreement for any
reason whatsoever, including, without limitation, termination under
Article XX;
(8) Failure of consideration or commercial frustration
of purposes;
(9) Any change in the tax or other laws of the United
States of America or of the State of Arkansas; or
(10) Any default of the Lessor under this Lease
Agreement, or any other fault or failure of the Lessor whatsoever.
Lessee covenants that it will not enter into any
contract, indenture or agreement of any nature whatsoever which
shall in any way limit, restrict or prevent Lessee from performing
any of its obligations under this Lease Agreement.
Section 404. Payments of Basic Rent shall be made to
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Lessor by Lessee's remitting the same directly to the Department,
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for the account of Lessor. Such payments shall be applied to pay
the principal of and interest on the Refunding Bond. Additional
Rent specified in Section 403(b) shall be paid by Lessee's
remitting the same directly to the Department, for the account of
Lessor, in the case of the Department's expenses and charges, and
either making direct payment in the case of impositions and other
costs, expenses, liabilities and payments assumed and agreed to be
paid by Lessee under this Lease Agreement, or reimbursing Lessor or
Department, if, pursuant to the provisions of this Lease Agreement,
or Department shall make payment thereof.
Section 405. Lessor covenants that Lessee, upon paying
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the rentals and performing all covenants, obligations and
agreements on the part of Lessee to be performed under this Lease
Agreement, shall and may peaceably and quietly have, hold and enjoy
the Leased Equipment for the term of this Lease Agreement."
Section 103. Section 501 of the Original Lease Agreement
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is hereby amended to read as follows:
"Section 501. Subject to the provisions of Section 502,
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Lessee shall pay all taxes and assessments, general and specific,
if any, levied and assessed on the Leased Equipment and the Plant
during the term, and all water and sewer charges, assessments, and
other governmental charges and impositions whatsoever, foreseen and
unforeseen, which if not paid when due, would impair the lien of
the Indenture on the Leased Equipment and the Plant or the security
of the Refunding Bond, encumber Lessor's title, or impair the right
of the Lessor and the Department to receive the rent hereunder or
in any manner whatsoever diminish the amounts thereof, all of which
are herein called impositions; provided, however, that any
impositions relating to a fiscal period of the taxing authority,
part of which extends beyond the term, shall be apportioned as of
the expiration of the term. Lessor shall promptly forward to Lessee
any notice, xxxx or other statement received by Lessor concerning
any impositions. Lessee may pay any imposition in installments if
so payable by law, whether or not interest accrues on the unpaid
balance."
Section 104. Section 601 of the Original Lease Agreement
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is hereby amended to read as follows:
"Section 601. A. Lessee shall, at Lessee's sole cost and
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expense, keep the Plant and Leased Equipment insured:
(i) Against the perils of fire and the hazards
ordinarily included under broad form extended coverage
endorsements in amounts not less than their sound
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replacement value but not less than the outstanding
principal amount of the Refunding Bond.
(ii) If there are boiler or pressure vessels, from
boiler or pressure vessel explosion in an amount
customarily carried in the case of similar industrial
operations.
The term "sound replacement value" means such value as
shall be determined from time to time at the request of Lessor,
Lessee or Department (but not more frequently than once in every
forty-eight (48) months) by one of the insurers selected by Lessee.
B. At all times during the term, Lessee shall, at no
cost or expense to Lessor, maintain or cause to be maintained:
(i) General public liability insurance against
claims for bodily injury or death occurring upon, in or
about the Leased Equipment and the Plant, with such
insurance to afford protection to the limits of not less
than $500,000 in respect of bodily injury or death to any
one person and to the limit of not less than $1,000,000
in respect of any one accident; and
(ii) Property damage insurance against claims for
damage to property occurring upon, in or about the Leased
Equipment and the Plant with such insurance to afford
protection to the limit of not less than $100,000 in
respect of damages to the property of any one owner.
C. The insurance required by this Article VI shall be
maintained in full force and effect at all times during the term of
this Lease Agreement.
D. Copies or certificates of the insurance provided
for by this Article or elsewhere in this Lease Agreement shall be
delivered to Lessor and the Department. And, in the case of
expiring policies throughout the term, copies or certificates of
any new or renewal policies shall be delivered by Lessee to Lessor
and the Department. At the time of the delivery of this Lease
Agreement, copies or certificates of all insurance meeting the
requirements of this Lease Agreement shall be delivered to the
Department.
E. Policies of insurance provided for in Section 601
A. of this Article VI shall name Lessor and Lessee as insureds as
their respective interests may appear, provided, however, that the
Department shall also be named as a party insured pursuant to a
standard mortgagee clause as its interests may appear.
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F. All insurance required by this Section 601 shall
be effected with insurance companies qualified to do business in
the State of Arkansas selected by the Lessee and acceptable to the
Department. Lessee shall cause appropriate provisions to be
inserted in each insurance policy making each policy noncancellable
without at least ten (10) days prior written notice to Lessor,
Lessee and the Department. Also, it is agreed that no claim shall
be made and no suit or action at law or in equity shall be brought
by the Lessor or by anyone claiming by, through or under Lessor,
against Lessee for any damage to the Leased Equipment or the Plant
covered by the insurance provided for by this Article VI, however
caused, but nothing in this Subsection F shall diminish Lessee's
obligation to repair or rebuild as provided in Article XV. The
Lessee shall have the sole right and responsibility to adjust any
loss with the insurer involved and to conduct any negotiations in
connection therewith."
Section 105. Section 1001 of the Original Lease
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Agreement is hereby amended to read as follows:
"Section 1001. If any lien shall be filed against the
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interest of Lessor, Lessee or the Department in the Plant or the
Leased Equipment or asserted against any rents payable hereunder,
by reason of work, labor, services or materials supplied or claimed
to have been supplied on or to the Leased Equipment or the Plant at
the request or with the permission of Lessee, or anyone claiming
under Lessee, Lessee shall, within thirty (30) days after receipt
of notice of the filing thereof or the assertion thereof against
such rents, cause the same to be discharged of record, or
effectively prevent the enforcement or foreclosure thereof against
the Plant or Leased Equipment or such rents, by contest, payment,
deposit, bond, order of Court or otherwise. Nothing contained in
this Lease Agreement shall be construed as constituting the express
or implied consent to or permission of Lessor for the performance
of any labor or services or the furnishing of any materials that
would give rise to any such lien against Lessor's interest in the
Leased Equipment or the Plant."
Section 106. Section 1101 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
"Section 1101. Commencing with the completion of the
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Project or when the Lessee takes possession if prior to the
completion, Lessee shall and agrees to indemnify and save Lessor
and the Department harmless against and from all claims by or on
behalf of any person, firm or corporation arising from the conduct
or management of, or from any work or thing done with, the Leased
Equipment or the Plant during the term, and against and from all
claims arising during the term from (a) any condition of the Leased
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Equipment or the Plant, (b) any breach or default on the part of
Lessee in the performance of any of its obligations under this
Lease Agreement, (c) any act or negligence of Lessee or of any of
its agents, contractors, servants, employees or licensees, or (d)
any act or negligence of any assignee or sublessee of Lessee, or of
any agents, contractors, servants, employees or licensees of any
assignee or sublessee of Lessee. Lessee shall indemnify and save
Lessor and the Department harmless from and against all costs and
expenses incurred in or in connection with any such claim arising
as aforesaid, or in connection with any action or proceeding
brought thereon, and upon notice from Lessor, or the Department,
Lessee shall defend them or either of them in any such action or
proceeding."
Section 107. Article XV of the Original Lease Agreement
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is hereby amended to read as follows:
"Section 1501. A. Lessee covenants and agrees that in the
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event of damage to or destruction of the Plant or the Leased
Equipment, or any part thereof, by fire or other casualty, the
Lessee shall immediately notify the Lessor and the Department. If
the damage to the Leased Equipment is in the amount of $25,000 or
less, Lessee shall proceed to restore, repair, rebuild or replace
the Leased Equipment to the same extent, if any, required so that
in the judgment of the Lessee, the Leased Equipment is suitable for
use for Lessee's purpose under this Lease Agreement subject to such
alterations as Lessee may elect to make in conformity with the
provisions of Article XXVI hereof. If the damage exceeds $25,000,
Lessee shall, at no cost and expense to Lessor or Department,
proceed to restore, repair, rebuild or replace the Leased Equipment
as nearly as possible to the condition it was in immediately prior
to such damage or destruction, subject to such alterations as
Lessee may elect to make in conformity with the provisions of
Article XVI hereof. Any item of machinery and equipment acquired
as a replacement hereunder, or any item acquired, in whole or in
part, out of insurance proceeds under this Article XV, whether or
not a replacement of or substitute for any item of damaged or
destroyed machinery and equipment, if the insurance proceeds with
which such item of machinery and equipment was purchased, in whole
or in part, were derived from insurance on property which was part
of the Leased Equipment, shall be and become the property of Lessor
and shall be part of the Leased Equipment and subject to this Lease
Agreement. Such restoration, repairs, replacements or rebuilding
shall be commenced promptly and prosecuted with reasonable
diligence.
B. All insurance money paid on account of damage or
destruction involving $25,000 or less shall be paid to Lessee and
all insurance money paid on account of damage or destruction
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involving $25,000 or more shall be paid to the Department and
applied as hereinafter set forth to the payment of the cost of the
aforesaid restoration, repairs, replacements or rebuilding,
including expenditures made for temporary repairs or for the
protection of property pending the completion of permanent
restoration, repairs, replacements, or rebuilding or to prevent
interference with the business operated thereon (sometimes referred
to as the "restoration"). In the case of damage involving a loss
of $25,000 or less, the insurance proceeds shall be paid by the
Department to Lessee upon receipt by Lessor and the Department of
a certificate signed by an officer of Lessee that the restoration
has been made, or is in the process of being made in accordance
with the provisions of Subsection A hereof pertaining to Lessee's
obligation to restore. In the case of damage involving a loss of
more than $25,000, the insurance proceeds shall be paid by the
Department to the Lessee upon receipt by Lessor and the Department
of:
A certificate signed by an officer of Lessee:
(i) requesting payment of a specified amount of
such insurance proceeds;
(ii) detailing the progress of the restoration and
repair work;
(iii) stating that such specified amount does not
exceed the estimated cost of the work and materials in
connection with the restoration, including as part
thereof the estimated fees of any architect or engineer,
if any; and
(iv) stating that no part of such cost has
previously been made the basis of any request for the
withdrawal of insurance proceeds under this Article.
The Department shall have no responsibility as to the
application by Lessee of the insurance proceeds. If requested by
Lessee, all insurance proceeds delivered to the Department pursuant
to the terms of this Lease Agreement shall be held by the
Department in a separate account in trust for the Lessee.
If the insurance money shall be insufficient to pay all
costs of the restoration, Lessee shall pay the deficiency and shall
nevertheless proceed to complete the restoration and pay the cost
thereof. Any balance of the insurance proceeds remaining over and
above the cost of the restoration shall be used by the Department
to redeem the Refunding Bond upon receipt by Lessor and the
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Department of certificates as required by this Article to the
effect that the restoration has been completed.
The total amount collected under any and all policies of
insurance covering such damage or destruction shall be placed in a
special fund and the same may be invested in any investments
authorized to be made by the Department under the laws of the State
of Arkansas. Such investments shall be made by the Department as
directed and designated by an Authorized Lessee Representative, and
in the Department's discretion, in the absence of such direction.
Section 1502. Lessee's obligation to make payment of the
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Basic Rent and all other covenants on the part of Lessee to be
performed shall not be affected by any such destruction or damage,
and Lessee hereby waives the provisions of any statute or law now
or hereafter in effect contrary to such obligation of Lessee as
herein set forth, or which releases Lessee therefrom.
Section 1503. Notwithstanding the provisions of the
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foregoing sections of this Article XV, Lessee shall not be required
to repair, restore, replace or rebuild the Leased Equipment, or any
part thereof, (a) if Lessee, pursuant to the provisions of Article
XXI, shall elect to purchase the Leased Equipment and shall proceed
to pay the specified purchase price or (b) if the full amount
necessary under the provisions of the Indenture to pay or fully
redeem the Refunding Bond shall have been paid and Lessee has not
elected to purchase the Leased Equipment. If Lessee shall so elect
to purchase, the proceeds of all insurance may be used as part of
the purchase price and upon the request of Lessee shall be so
applied. If there be any excess insurance proceeds over and above
the amount necessary to pay the purchase price, such excess shall
be paid to and shall belong to Lessee. If Lessee shall have paid
the full amount necessary to pay or fully redeem the Refunding
Bond, any insurance proceeds shall be paid to and shall belong to
Lessee.
Section 1504. If the Plant or part thereof is damaged or
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destroyed by fire or other casualty and Lessor is not obligated to
repair, rebuild or replace the Plant in accordance with the
provisions of Section 9 of the Land Lease within the 180 day period
provided for therein or if Lessee does not proceed to repair,
rebuild or replace the Plant as nearly as possible to the condition
it was in immediately prior to such damage or destruction, then the
Lessee shall be required to pay as Additional Basic Rent hereunder,
the full amount necessary under the provisions of the Indenture to
pay or fully redeem the Refunding Bond within thirty days after
such 180 day period."
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Section 108. Section 1601 of the Original Lease
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Agreement is hereby amended to read as follows:
"Section 1601. A. If during the term of this Lease
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Agreement title to all or substantially all of the Leased Equipment
shall be taken or condemned by a competent authority for any public
use or purpose, the net amount awarded as damages or paid as a
result of such taking (being the gross award less attorneys' fees
and other expenses and costs incurred in the condemnation
proceedings, hereinafter referred to as the "net award") shall be
used on the next redemption date to pay in accordance with the
provisions of the Indenture, the entire principal and interest on
the Refunding Bond. If the net award shall be insufficient to pay
in full, on the next redemption date, the amount necessary to pay
the principal and interest on the Refunding Bond (all of which, for
purposes of this Section, shall be called total bond redemption
expense"), Lessee agrees to pay, promptly upon payment of the net
award, as Additional Rent hereunder, the amount by which the total
bond redemption expense shall exceed the net award. For purposes
of this Article XVI and of Article XXI, "title to all or
substantially all of the Leased Equipment shall be taken or
condemned" shall be deemed to mean a taking of all of the Leased
Equipment or a taking of such substantial portion of the Leased
Equipment that the Lessee, as determined by the Lessee in its sole
discretion, cannot reasonably operate with the remainder in
substantially the same manner as before. In the event the net
award shall be in excess of the amount necessary to pay the total
bond redemption expense, such excess shall belong to and be paid to
Lessee.
B. If less than substantially all of the Leased
Equipment shall be taken or condemned by a competent authority for
any public use or purpose, neither the term nor any of the
obligations of either party under this Lease Agreement shall be
affected or reduced in any way, and
(i) Lessee shall proceed to repair, rebuild and
replace the remaining part of the Leased Equipment as
nearly as possible to the condition existing prior to
such taking, to the extent that the same may be feasible,
subject to the right on the part of Lessee to make
alterations which, in the reasonable judgment of Lessee,
will improve the efficiency of the Leased Equipment for
the purposes of its intended use under this Lease
Agreement; and
(ii) The net award shall be paid to the Department
and by it to Lessee, and Lessor hereby assigns the same
to the Department for the use of Lessee in repairing,
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rebuilding and replacing as provided in (i) above. The
net award shall be transferred to the Lessee in the same
manner as is provided in Section 1501 with respect to
insurance proceeds, provided that the words "insurance
proceeds" there referred to shall for purposes of this
subparagraph (ii) refer to "net award." If the net award
is in excess of the amount necessary to repair, rebuild
and replace as specified in (i) above, such excess shall
be applied to the redemption of the Refunding Bond or if
the Refunding Bond is no longer outstanding under the
Indenture the excess shall belong to and shall be paid to
Lessee. If the net award is less than the amount
necessary for Lessee to repair, rebuild and replace as
set forth in (i) above, Lessee shall nevertheless
complete the repair, rebuilding and replacement work and
pay the cost thereof.
C. In the event of a taking under either A or B
above, the Lessee shall have the right to participate in and to
prove in the condemnation proceedings and to receive any award (by
way of negotiation, settlement or judgment) which may be made for
damages sustained by Lessee by reason of the condemnation;
provided, however, nothing in this subsection C shall be construed
to diminish or impair in any way Lessee's obligation under
subsection A of this Section 1601 to pay as Additional Rent the
amount of any insufficiency of the net award to pay the total bond
redemption expense as therein defined.
D. If the temporary use of the whole or any part of
the Leased Equipment shall be taken by right of eminent domain,
this Lease Agreement shall not be thereby terminated and the
parties shall continue to be obligated under all of its terms and
provisions and Lessee shall be entitled to receive the entire
amount of the award made for such taking, whether by way of
damages, rent or otherwise."
Section 109. Section 1701 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
"Section 1701. A. Lessee may assign this Lease Agreement
------------
or sublet the Leased Equipment or part thereof provided that no
such assignment or subletting and no dealings or transactions
between Lessor or the Department and any sublessee or assignee
shall relieve Lessee of any of its obligations under this Lease
Agreement and Lessee shall remain as fully bound as though no
assignment or subletting had been made, and performance by any
assignee or sublessee shall be considered as performance pro tanto
by Lessee; provided, however, that Lessee may assign this Lease
Agreement, and be thereby relieved of further obligation hereunder,
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in connection with a transaction involving merger, consolidation or
sale as permitted under Section 2409 provided the requirements
thereof are met or if the Lessee obtains the written consent of the
Department and Lessor.
B. It is understood and agreed that this Lease
Agreement (and the Leased Equipment and rents hereunder) and the
Land Lease (and the leased Plant and rents thereunder) will be
assigned to the Department as security for the payment of the
principal of and interest on the Refunding Bond, but otherwise
Lessor shall not assign, encumber, sell or dispose of all or any
part of its rights, title and interest in and to the Leased
Equipment or the Plant and this Lease Agreement, except to Lessee
in accordance with the provisions of the Lease Agreement and to the
Department, but subject to the provisions of Article XVIII hereof,
without the prior written consent of Lessee."
Section 110. Section 2001 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
"Section 2001. The following shall be 'events of default'
------------
under this Lease Agreement and the terms `event of default' or
'default' shall mean, whenever they are used in this Lease
Agreement, any one or more of the following events:
(a) Failure by Lessee to pay the rents or any part
thereof when due and the continuance of said failure for a period
of two days.
(b) Failure by Lessee to observe and perform any
covenant, condition or agreement on its part to be observed or
performed, other than as referred to in subsection (a) of this
Section, (i) for a period of thirty (30) days after written notice,
specifying such failure and requesting that it be remedied, given
to Lessee by Lessor or the Department unless Lessor and the
Department shall agree in writing to an extension of such time
prior to its expiration or (ii) for such longer period as may be
reasonably necessary to remedy such default provided that the
Lessee is proceeding with reasonable diligence to remedy the same.
(c) The dissolution or liquidation of the Lessee or
failure by Lessee promptly to lift any execution, garnishment or
attachment of such consequence as will impair its ability to carry
on its operations at the Plant. The term "dissolution or
liquidation of Lessee," as used in this subsection, shall not be
construed to include the cessation of the corporate existence of
the Lessee resulting either from a merger or consolidation of the
Lessee into or with another corporation or a dissolution or
liquidation of the Lessee following a transfer of all or
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substantially all of its assets as an entirety, under the
conditions permitting such actions contained in this Lease
Agreement.
(d) The occurrence of a default under the Land Lease
by Lessee and failure by Lessee to cure the default within the
applicable grace period under the Land Lease.
(e) A court having jurisdiction in the premises shall
enter a decree or order for relief in respect of Lessee in an
involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Lessee or for any substantial part of its
property, or ordering the winding-up or liquidation of its affairs
and such decree or order shall remain unstayed and in effect for a
period of sixty (60) consecutive days.
(f) Lessee shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or shall consent to the entry of an order for
relief in an involuntary case under any such law, or shall consent
to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Lessee or for any substantial part of its
property, or shall make any general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they become
due, or shall taken any corporate action in furtherance of any of
the foregoing."
Section 111. Section 2002 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
"Section 2002. Whenever any event of default shall happen
------------
and then be continuing, Lessor or the Department may take any of
the following remedial steps:
(a) Lessor, with the prior written consent of the
Department, or the Department may, at its option, declare all
installments of rent payable for the remainder of the term to be
immediately due and payable, whereupon the same shall become
immediately due and payable.
(b) Lessor, with the prior written consent of the
Department, or the Department may re-enter the Plant and take
possession of the Leased Equipment without terminating this Lease
Agreement, and sublease the Leased Equipment for the account of
Lessee, holding Lessee liable for the difference in the rent and
other amounts payable by Lessee hereunder.
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(c) Lessor, with the prior written consent of the
Department, or the Department may terminate the term, exclude
Lessee from possession of the Leased Equipment and use its best
efforts to lease the Leased Equipment to another for the account of
Lessee, holding Lessee liable for all rent and other payments due
up to the effective date of any such leasing.
(d) Lessor or the Department shall have access to and
inspect, examine and make copies of the books and records relating
to the Leased Equipment.
(e) Lessor, with the prior consent of the Department,
or the Department may take whatever action at law or in equity may
appear necessary or desirable to collect the rent and any other
amounts payable by Lessee hereunder, then due and thereafter to
become due, or to enforce performance and observance of any
obligation, agreement or covenant of the Lessee under this Lease
Agreement.
Any amounts collected pursuant to action taken under this
Section shall be applied in accordance with the provisions of the
Indenture."
Section 112. Section 2003 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
"Section 2003. No remedy herein conferred upon or
------------
reserved to Lessor or the Department is intended to be exclusive of
any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other
remedy given under this Lease Agreement or now or hereafter
existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver
thereof but any such right or power may be exercised from time to
time as often as may be deemed expedient."
Section 113. Section 2007 of the Original Lease
-----------
Agreement is hereby deleted.
Section 114. Section 2102 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
"Section 2102. A. Lessee shall have the right and option
------------
to purchase the Leased Equipment at any time if:
(i) The Leased Equipment or the Plant shall sustain
major damage or destruction; or
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(ii) Title to all or substantially all of the Leased
Equipment shall be condemned as provided in
Article XVI hereof; or
(iii) As a result of changes in the Constitution of the
United States or of the State of Arkansas, or of
legislative action, or by the final decree,
judgment or order of any court or administrative
body entered after Lessee's contest thereof in
good faith, or change in Lessor's legal
organization or status, this Lease Agreement
becomes void or unenforceable or impossible of
performance in accordance with the intent and
purposes of the parties as expressed in this
Lease Agreement, or unreasonable burdens or
excessive liabilities are imposed upon either
party to it; or
(iv) There is legal curtailment of Lessee's use and
occupancy of all or substantially all of the
Leased Equipment or the Plant for any reason
other than condemnation referred to in subsection
(ii).
The term "major damage or destruction" as used in
subsection (i) is defined to mean any damage or injury to or
destruction of the Leased Equipment or the Plant or any part
thereof (whether or not resulting from an insured peril) such that
the Leased Equipment or the Plant cannot reasonably be restored to
its condition immediately preceding such damage, injury or
destruction within a period of seventy-five (75) working days, or
which would prevent Lessee from carrying on its manufacturing
operations therein for a period of seventy-five (75) working days
or the restoration cost of which would exceed the total amount of
insurance carried on the Leased Equipment or the Plant in
accordance with the provisions of Article VI hereof, or such that
it would not be economically feasible for Lessee to repair the
Leased Equipment or the Plant, as determined by Lessee in its
discretion.
B. At any time during the initial term or any
extension term and for a period of ninety (90) days thereafter, if
the purchase options under the provisions of Paragraph A of this
Section 2102 have not been exercised, Lessee shall have the further
unconditional right and option to purchase the Leased Equipment.
C. The purchase price payable if Lessee exercises
Lessee's option to purchase the Leased Equipment under the
provisions of Paragraphs A or B of this Section, shall be the full
amount necessary under the provisions of the Indenture to pay or
fully redeem the Refunding Bond. In any case, if the Refunding
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Bond has been fully paid at the time of purchase, the purchase
price of the Leased Equipment shall be One Hundred Dollars
($100.00).
D. Any of the foregoing options may be exercised by
giving written notice to Lessor, with a copy to the Department, of
the exercise thereof specifying the time and place of closing. At
the closing, Lessor shall, upon payment of the purchase price
hereinabove specified, deliver to Lessee bills of sale and other
appropriate conveyance instruments transferring good and
merchantable title to the Leased Equipment free and clear of all
liens and encumbrances except those to which title was subject when
leased hereunder, Permitted Encumbrances under this Lease
Agreement, or resulting from any failure of Lessee to perform any
of its obligations under this Lease Agreement; provided, however,
that if such option is exercised under the provisions of
subparagraph A (ii) of this Section, such title may be subject to
the rights, titles and interests of any party having taken or who
is attempting to take title to or use of all or substantially all
or part of the Leased Equipment by eminent domain."
Section 115. Section 2201 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
"Section 2201. All notices, demands and requests which
------------
may or are required to be given by either party to the other or to
the Department shall be in writing, and each shall be deemed to
have been properly given when served personally on an executive
officer of the party to whom such notice is to be given, or when
sent postage prepaid by certified mail by deposit thereof in a duly
constituted United States Post Office or branch thereof located in
one of the present states of the United States of America in a
sealed envelope addressed as follows:
If intended for Lessee: MRL, Inc.
000 Xxxxx Xxxx Xxxx, Xxxxx 000 Xx. Xxxxxxx,
Xxxxxxxx 00000
Attention: President
If intended for Lessor: City of Piggott
000 Xxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Mayor
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If intended for
Department: Department of Industrial Development
of the State of Arkansas
Xxx Xxxxxxx Xxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Deputy Director
Any party or the Department may change the address and
the name of addressee to which subsequent notices are to be sent by
notice to the other parties given as aforesaid."
Section 116. Section 2301 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
"Section 2301. Lessee shall cause this Lease Agreement
------------
and the Indenture, and all instruments supplemental to any of them,
to be recorded in the office of the Circuit Clerk and Ex Officio
Recorder of Clay County (Eastern District), Arkansas, and to be
kept recorded and filed in such manner and in such places (if any)
as may be required by law in order fully to preserve and protect
the security of the Department and the rights of the Department
under the Indenture."
Section 117. Section 2405 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
"Section 2405. It is agreed that in the event of any
------------
non-payment of rent by Lessee or the failure or refusal by Lessee
to observe, keep or perform any other covenant, condition, promise
or agreement set forth in this Lease Agreement to be observed, kept
or performed by Lessee, the Department shall be entitled, in the
name of Lessor, or in its own name (in accordance with the
provisions of the Indenture), to enforce each and every right or
remedy here in accorded in this Lease Agreement to Lessor in the
event of the non-performance or non-observance by Lessee of any
such promise, covenant or agreement."
Section 118. Section 2407 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
"Section 2407. It is agreed that Lessor and Lessee shall
------------
not alter, modify or amend any of the terms of this Lease Agreement
without the prior written approval of the Department, as set forth
in the Indenture."
Section 119. Section 2601 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
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"Section 2601. Lessee may, provided Lessee is not in
------------
default in the payment of Basic Rent or Additional Rent as required
by the provisions of this Lease Agreement and has not received
notice of any other default on its part hereunder, remove, free of
any right or claim of Lessor or the Department, any building
service equipment paid for and installed at the expense of the
Lessee (hereinafter defined) which is a part of the Plant, subject
however, in all cases to the following:
(a) Building service equipment may be so removed upon
the substitution thereof, then or theretofore, by Lessee of other
building service equipment of a utility or value at least equal to
that, at the time of removal, of the building service equipment
removed;
(b) Worn out or obsolete building service equipment
may be so removed and building service equipment added by Lessee
after the full completion of a building (and not by way of repair,
replacement or the like) may be removed, provided the original
efficiency, utility and value of the building is not impaired;
(c) Lessee shall pay all the costs and expenses of any
such removal and shall immediately repair at its expense all
damages caused thereby.
The term "building service equipment" is intended to
refer to such things as are affixed to or incorporated in a
building for its operation, such as boilers, pumps, tanks,
electrical panel switchboards, sprinklers, lighting equipment and
wiring, heating, plumbing and ventilating equipment, elevators,
escalators, refrigerating, air conditioning and air cooling
equipment, and items similar in general to any of the foregoing."
Section 120. Section 2602 of the Original Lease
-----------
Agreement is hereby amended to read as follows:
"Section 2602. Lessor and Lessee recognize that after the
------------
Leased Equipment is installed portions thereof may become
inadequate, obsolete, worn out, unsuitable, undesirable or
unnecessary in the operation of the Plant. Lessor shall not be
under any obligation to renew, repair or replace any such
inadequate, obsolete, worn out, unsuitable, undesirable or
unnecessary items of Leased Equipment. In any instance where
Lessee in its sound discretion determines that any items of Leased
Equipment have become inadequate, obsolete, worn out, unsuitable,
undesirable or unnecessary in the operation of the Plant,
(a) Lessee may remove such items of Leased Equipment
from the Plant, and (on behalf of Lessor) sell, trade-in, exchange
or
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otherwise dispose of them without any responsibility or
accountability to Lessor or the Department therefor, provided that
Lessee substitute (either by direct payment of the cost thereof or
by advance to Lessor of the funds necessary therefor, as
hereinafter provided) and install anywhere in the Plant other
machinery or equipment having equal or greater utility (but not
necessarily the same function) in the operation of the Plant and
provided further that such removal and substitution shall not
impair the operating unity of the Plant, and all such substituted
machinery or equipment shall be the sole property of Lessor, shall
be and become a part of the Leased Equipment subject to this Lease
Agreement and shall be held by Lessee on the same terms and
conditions as items originally comprising Leased Equipment; or
(b) Lessee may remove such items of Leased Equipment from
the Plant and sell, trade-in or exchange them on behalf of Lessor,
either to itself or to another, or scrap them (in whole or in
part), without being required to substitute and install in the
Plant other items of machinery or equipment in lieu thereof,
provided (i) that in the case of the sale of any such machinery or
equipment to anyone other than itself or in case of the scrapping
thereof, Lessee pays to the Department the proceeds from such sale
or the scrap value thereof, as the case may be, (ii) that in the
case of the trade in of such machinery or equipment for other
machinery or equipment, Lessee pays to the Department, the amount
of the credit received by it on such trade in, and (iii) that in
the case of the sale of any such machinery or equipment to Lessee,
Lessee pays to the Department an amount equal to the original cost
thereof less depreciation at rates calculated in accordance with
generally accepted accounting principles. The amounts paid to the
Department shall be used to redeem the Refunding Bond.
In any case where Lessee purchases, installs and
substitutes in the Plant any item of machinery or equipment, Lessee
may, in lieu of purchasing and installing said items of machinery
and equipment itself, advance to Lessor the funds necessary
therefor, whereupon Lessor will purchase and install such machinery
or equipment in the Plant.
Lessee will promptly report such removals, substitutions,
sales and other dispositions of items of Leased Equipment to the
Department, will certify to the Department that it is in compliance
with this Article XXVI when such reports are made, will pay to the
Department such amounts as are required by the provisions of the
preceding subsection (b) to be paid to the Department promptly
after the sale, trade-in or scrapping requiring such payment, and
will execute and deliver to Lessor and the Department such
documents as may from time to time be requested to confirm the
title of Lessor (subject to this Lease Agreement) to any items of
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machinery and equipment that under the provisions of this section
are to become a part of Leased Equipment. Lessee will pay any
costs (including counsel fees) incurred in subjecting to the lien
of the Indenture any items of machinery or equipment that under the
provisions of this section are to become a part of Leased
Equipment. Lessee will not remove or permit the removal of any of
Leased Equipment from the leased premises except in accordance with
the provisions of this section."
Section 121. Exhibit B to the Original Lease Agreement
-----------
is hereby amended to read as follows:
"See Exhibit B to this First Supplemental Lease and Agreement"
ARTICLE II
MISCELLANEOUS
-------------
Section 201. The provisions of the Original Lease
-----------
Agreement, as amended and supplemented by this First Supplemental
Lease and Agreement, shall continue in full force and effect.
Section 202. This First Supplemental Lease and Agreement
-----------
may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but
one and the same instrument. A copy hereof shall be recorded in the
office of the Circuit Clerk and Ex Officio Recorder of Clay County,
Arkansas, and a copy shall be filed and remain on file with the
Department.
Section 203. It is agreed that after the Refunding Bond
-----------
is fully paid and discharged, and all proper and reasonable
expenses of the Department are paid for, the Department shall cease
to have any right, title and interest in, to or under this Lease
Agreement. Thereafter, all rights of approval or other rights
herein specified with reference to the Department shall inure to
the benefit of and be applicable to Lessor.
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IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Lease and Agreement to be executed by their duly
authorized officials and officers as of the day and year first
above written.
CITY OF XXXXXXX, ARKANSAS
ATTEST:
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
/s/Xxxx Xxxx Mayor
-----------------------------
City Clerk
(SEAL)
MRL, INC.
ATTEST:
By: /s/ Xxxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxx ---------------------------------
-----------------------------
Chief Financial Officer President
----------------------------- ---------------------------------
(Title) (Title)
(SEAL)
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DEPARTMENT'S CONSENT TO EXECUTION OF
FIRST SUPPLEMENTAL LEASE AND AGREEMENT
The execution and delivery of this First Supplemental
Lease and Agreement is hereby consented to and approved by the
undersigned.
DEPARTMENT OF INDUSTRIAL
DEVELOPMENT OF THE STATE
OF ARKANSAS
By: ---------------------------------
---------------------------------
(Title)
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00
XXXXXXXXXXXXXX
XXXXX XX XXXXXXXX
XXXXXX XX XXXX
Xx this ----- day of -----------, 1995, before me, a
Notary Public duly commissioned, qualified and acting, within and
for the County and State aforesaid, appeared in person the within
named Xxxxxxx Xxxxxxx and Xxxx Xxxx, Mayor and City Clerk,
respectively, of the City of Xxxxxxx, Arkansas, a municipality of
the State of Arkansas, to me personally known, who stated that they
were duly authorized in their respective capacities to execute the
foregoing instrument for and in the name of the municipality, and
further stated and acknowledged that they had signed, executed and
delivered the foregoing instrument for the consideration, uses and
purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
official seal.
/s/ Xxxx X. Xxxxxx
---------------------------------
Notary Public
My Commission Expires:
10-16-2002
-------------------------------
(SEAL)
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00
XXXXXXXXXXXXXX
XXXXX XX XXXXXXXX
XXXXXX XX XX. XXXXXXX
Xx this 31st day of October , 1995, before me
---- ----------
a Notary Public duly commissioned, qualified and acting, within and
for the County and State aforesaid, appeared in person the within
named Xxxxx X. Xxxxxxxxx and Xxxxx X. Xxxxx, President and Chief
--------------------- -------------- --------- -----
Financial Officer, respectively, of MRL, Inc., a Missouri
-----------------
corporation, to me personally known, who stated that they were duly
authorized in their respective capacities to execute the foregoing
instrument for and in the name and behalf of the corporation, and
further stated and acknowledged that they had so signed, executed
and delivered the foregoing instrument for the considerations, uses
and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
official seal.
/s/ Xxxxx X. Xxxxx
---------------------------------
Notary Public
My Commission Expires:
6-12-98
-------------------------------
(SEAL)
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ACKNOWLEDGEMENT
STATE OF ARKANSAS
COUNTY OF PULASKI
On this ----- day of ----------, 1995, before me, a
Notary Public duly commissioned, qualified and acting, within and
for the County and State aforesaid, appeared in person the within
named ---------------------------, ------------------ of the
Department of Industrial Development of the State of Arkansas, to
me personally known, who stated that he was duly authorized in his
capacity to execute the foregoing instrument for and in the name
and behalf of the Department, and further stated and acknowledged
that he had so signed, executed and delivered the foregoing
instrument for the consideration, uses and purposes therein
mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
official seal.
------------------------------------
Notary Public
My Commission Expires:
-------------------------
(SEAL)
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