Arkansas-Little Rock Assignment of Head Lease - Wells Fargo Bank Northwest NA and Acxiom Corp.
ASSIGNMENT OF HEAD LEASE
THIS ASSIGNMENT OF HEAD LEASE (this "Assignment") is made and entered into as of the 10th day of
February, 2003, by and between Wells Fargo Bank Northwest, National Association (formerly First Security Bank,
National Association), not in its individual capacity but solely as Owner Trustee under the AC Trust 2000-1
("Assignor"), and Acxiom Corporation, a Delaware corporation ("Assignee").
Recitals
A. Assignor, as lessee, Assignee, and the City of Little Rock, Arkansas, a municipality and city
of the first class organized and existing under the laws of the State of Arkansas, as lessor ("Lessor"), are
parties to that certain Head Lease Agreement (the "Lease") dated as of May 1, 2000, pursuant to which Assignor
leased certain real property located in Little Rock, Pulaski County, Arkansas, as more particularly described on
Exhibit A attached hereto and made a part hereof (the "Property").
B. Pursuant to a Lease Agreement dated as of October 24, 2000 (the "Sublease"), Assignor subleased
the Property to Assignee.
C. Assignor and Assignee have agreed to terminate the Sublease, Assignor has agreed to assign to
Assignee all of Assignor's right, title and interest in the Lease, and Assignee desires to accept such assignment
and assume the obligations of Assignor under the Lease, subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Assignment. Assignor hereby assigns and transfers to Assignee as of the date hereof all of
its right, title and interest in and to the Lease.
2. Assumption. Assignee hereby accepts such assignment and hereby assumes all of the obligations
of Assignor under the Lease, and shall make all payments and keep and perform all conditions and covenants of the
Lease in the same manner as if Assignee were the original lessee thereunder.
3. Indemnification. Assignee will indemnify Assignor against and will hold Assignor harmless from
any loss, liability, and expense (including reasonable attorneys' fees and court costs) arising out of any breach
by Assignee of its agreements contained in this Assignment.
4. Acceptance of Property. Assignee acknowledges that it has examined and inspected the Property
and accepts it "as is." Assignee further acknowledges that Assignor has not made and does not make any
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representations or warranties regarding the physical condition of the Property and that there are no warranties,
either expressed or implied, regarding the condition of the Property.
5. Consent of Lessor. By its execution below, Lessor hereby consents to the assignment of
Assignor's interest in the Lease to Assignee. This consent shall not be deemed to release Assignor from its
obligation to obtain Lessor's consent to any future assignment or subletting.
6. Release of Assignor. Assignee and Lessor each agree that upon execution of this Assignment,
Assignor shall be fully and completely released from any obligations, liabilities and duties in any manner
related to the Lease, including without limitation, the obligation to pay Basic Rent and Additional Rent under
the Lease. Lessor will take such steps as are appropriate to terminate any security interest filings of record
that have been executed by Assignor in favor of Lessor. The provisions of Section 12.10 of the Head Lease shall
continue after the effectiveness of this Assignment for the benefit of the Assignor and its beneficiaries.
7. Further Assurances. The parties shall, upon written request, execute, acknowledge, and deliver
such other documents and documents and take such further action as may be reasonably necessary to carry out the
intent of this Assignment.
8. Binding Effect and Benefit. This Assignment shall inure to the benefit of, and shall be
binding upon, the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed and delivered by
their respective duly authorized officers, as of the date first above written.
[The balance of this page left blank intentionally.]
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ASSIGNOR:
Wells Fargo Bank Northwest, National Association
(formerly First Security Bank, National
Association), not in its individual capacity but
solely as Owner Trustee under the AC Trust 2000-1
By:_________________________________
Val T. Orton, Vice President
ASSIGNEE:
Acxiom Corporation, a Delaware corporation
By:_________________________________
Dathan A. Gaskill,
Corporate Finance Leader
LESSOR:
City of Little Rock, Arkansas
By:_________________________________
Jim Dailey, Mayor
ATTEST:
By:_________________________________
Nancy Wood, City Clerk
ACKNOWLEDGMENT
STATE OF ______________ )
) ss
COUNTY OF ____________ )
On this ____ day of February, 2003, before me, a Notary Public duly commissioned, qualified and acting,
within and for the County and State aforesaid, appeared in person the within named Val T. Orton, Vice President
of Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as Owner Trustee
under the AC Trust 2000-1, a grantor trust created pursuant to the terms and conditions of a Trust Agreement (the
"Trust Agreement") between the several holders from time to time as parties thereto, as holders, and Wells Fargo
Bank Northwest, National Association (formerly First Security Bank, National Association), 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 bank, 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 on the date first above written.
____________________________________
Notary Public
My commission expires:
____________________________________
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss
COUNTY OF PULASKI )
On this ____ day of February, 2003, before me, a Notary Public duly commissioned, qualified and acting,
within and for the County and State aforesaid, appeared in person the within named Dathan A. Gaskill, Corporate
Finance Leader of Acxiom Corporation, a Delaware corporation, 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 corporation,
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 on the date first above written.
____________________________________
Notary Public
My commission expires:
____________________________________
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss
COUNTY OF PULASKI )
On this 10th day of February, 2003, before me, a Notary Public duly commissioned, qualified and acting,
within and for the County and State aforesaid, appeared in person the within named Jim Dailey and Nancy Wood,
Mayor and City Clerk, respectively, of the City of Little Rock, 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 City, 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 on the date first above written.
____________________________________
Notary Public
My commission expires:
____________________________________
EXHIBIT A
Real Property Description
The following described lands situated in the County of Pulaski, State of Arkansas:
PARCEL 1:
Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12, Block 14, Pope's Addition to the City of Little Rock, Pulaski
County, Arkansas, as shown on the Plat recorded in Plat Book H, Page 30, records of Pulaski
County, Arkansas;
LESS AND EXCEPT THE FOLLOWING:
TRACT A:
A part of Lot 6, Block 14, Pope's Addition to the City of Little Rock, Pulaski County, Arkansas
being more particularly described as follows:
BEGINNING at the NE Corner of said Lot 6 thence S 09°23'25" W, along the West
Right of Way line of Ferry Street, 19.99 feet; thence along a curve to the
left having a radius of 20.00 feet, an arc of 31.40 feet and a chord bearing
and distance of N 35°35'38" W, 28.28 feet to the South Right of Way line of
East 3rd Street; thence S 80°34'41" E, along said South Right of Way line,
19.99 feet to the POINT OF BEGINNING. Containing 0.002 Acres (86 Sq. Ft.) more
or less.
AND
TRACT B:
A part of Lot 1, Block 14, Pope's Addition to the City of Little Rock, Pulaski County, Arkansas
being more particularly described as follows:
BEGINNING at the SE Corner of said Lot 1 thence N 80°28'37" W, along the North
Right of Way line of East 4th Street, 20.05 feet; thence along a curve to the
left having a radius of 20.00 feet, an arc of 31.46 feet and a chord bearing
and distance of N 54°27'24" E, 28.32 feet to the West Right of Way line of
Ferry Street; thence S 09°23'25" W, along said West Right of Way line, 20.05
feet to the POINT OF BEGINNING. Containing 0.002 Acres (86 Sq. Ft.) more or
less.
PARCEL 2:
Lots 1 through 12, Block 15, Pope's Addition to the City of Little Rock, Pulaski County,
Arkansas, as shown on the Plat recorded in Plat Book H, Page 30, records of Pulaski County,
Arkansas and the alley running North and South through said Block 15, which was closed by City
Ordinance No. 13,896, a certified copy of which is filed for record as Instrument No. 80-46764,
records of Pulaski County, Arkansas;
LESS AND EXCEPT THE FOLLOWING:
TRACT C:
A part of Lot 12, Block 15, Pope's Addition to the City of Little Rock, Pulaski County,
Arkansas being more particularly described as follows:
BEGINNING at the SW Corner of said Lot 12 thence N 09°25'37" E, along the East
Right of Way line of Commerce Street, 19.97 feet; thence along a curve to the
left having a radius of 20.00 feet, an arc of 31.38 feet and a chord bearing
and distance of S 35°31'30" E, 28.26 feet to the North Right of Way line of
East 4th Street, thence N 80°28'37" W, along said North Right of Way line,
19.97 feet to the POINT OF BEGINNING. Containing 0.002 Acres (86 Sq. Ft.) more
or less.
AND
TRACT D:
A part of Lot 7, Block 15, Pope's Addition to the City of Little Rock, Pulaski County, Arkansas
being more particularly described as follows:
BEGINNING at the NW Corner of said Lot 7 thence S 80°26'59" E, along the South
Right of Way line of East 3rd Street, 20.04 feet; thence along a curve to the
left having a radius of 20.00 feet, an arc of 31.46 feet and a chord bearing
and distance of S 54°29'19" W, 28.31 feet to the East Right of Way line of
Commerce Street; thence N 09°25'37" E, along said East Right of Way line,
20.04 feet to the POINT OF BEGINNING. Containing 0.002 Acres (86 Sq. Ft.) more
or less.
PARCEL 3:
All that part of Sherman Street between 3rd and 4th Streets and the Alley within Block 14 in
Pope's Addition to the City of Little Rock, Arkansas, which was closed by City Ordinance No.
18,026, a Certified copy of which was filed for record on September 23, 1999 and recorded as
Instrument No. 99-76741, records of Pulaski county, Arkansas;
together with all rights, structures, easements, alleys, rights-of-ways, improvements,
fixtures, or privileges located thereon or appertaining thereto.
_______________________________________________________________________________
City of Little Rock, Arkansas
Lessor
First Security Bank, National Association, not in its individual capacity but
solely as Owner Trustee under the AC Trust 2000-1
Lessee
Acxiom Corporation
_____________________________
Head Lease Agreement
Dated as of May 1, 2000
_____________________________
The interest of the Lessor in this Head Lease Agreement has been assigned to
First Security Bank, National Association, Salt Lake City, Utah, as Bond
Trustee, under the Trust Indenture, dated as of May 1, 2000, securing City of
Little Rock, Arkansas Taxable Industrial Development Revenue Bonds (Acxiom
Corporation Project), $1,446,192 Series 2000-A and $36,553,808 Series 2000-B.
Prepared by:
Rose Law Firm, a Professional Association
120 East Fourth Street
Little Rock, Arkansas 72201
_______________________________________________________________________________
Head Lease Agreement
TABLE OF CONTENTS
Page
ARTICLE I
Section 1.1. Definitions.....................................................................................2
Section 1.2. Rules of Interpretation.........................................................................2
ARTICLE II
Representations
Section 2.1. Representations by Issuer.......................................................................3
Section 2.2. Representations by Company......................................................................4
Section 2.3. Representations by Acxiom.......................................................................4
ARTICLE III
Demising Clauses and Warranty of Title
Section 3.1. Demise of the Project...........................................................................6
Section 3.2. Warranty of Title...............................................................................6
Section 3.3. Quiet Enjoyment.................................................................................6
ARTICLE IV
Acquisition, Construction, and Equipping of the Project; Issuance of the Bonds
Section 4.1. Agreement to Acquire, Construct, and Equip the Project..........................................6
Section 4.2. Disbursements of Bond Proceeds..................................................................7
Section 4.3. Furnishing Documents to Bond Trustee............................................................7
Section 4.4. Establishment of Completion Date................................................................7
Section 4.5. Company Required to Pay in Event Bond Proceeds Insufficient.....................................7
Section 4.6. Enforcement of Contracts........................................................................8
Section 4.7. Ownership of Tax Benefits.......................................................................8
Section 4.8. Investment of Moneys............................................................................8
Section 4.9. Plans and Specifications; Modifications to Project..............................................9
Section 4.10. Agreement to Issue Bonds; Application of Bond Proceeds..........................................9
ARTICLE V
Effective Date of This Head Lease; Definition of Lease Term; Rental Provisions
Section 5.1. Effective Date of this Head Lease; Duration of Lease Term.......................................9
Section 5.2. Delivery and Acceptance of Possession...........................................................9
Section 5.3. Basic Rent and Additional Rent Payable..........................................................9
Section 5.4. Place of Rental Payments.......................................................................10
Section 5.5. Obligations of Company Hereunder Unconditional.................................................10
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Section 5.6. Credit for Bonds Surrendered...................................................................11
ARTICLE VI
Maintenance, Modifications, Impositions, and Insurance
Section 6.1. Maintenance and Modifications of Project by Company............................................11
Section 6.2. Removal of Leased Equipment....................................................................12
Section 6.3. Impositions....................................................................................13
Section 6.4. Insurance......................................................................................14
Section 6.5. Application of Net Proceeds of Insurance.......................................................16
Section 6.6. Advances by Issuer or Bond Trustee.............................................................16
Section 6.7. Release and Indemnification Covenants..........................................................16
ARTICLE VII
Damage, Destruction, and Condemnation; Use of Net Proceeds
Section 7.1. Damage and Destruction.........................................................................19
Section 7.2. Application of Net Proceeds....................................................................19
Section 7.3. Insufficiency of Net Proceeds..................................................................20
Section 7.4. Cooperation of Issuer..........................................................................20
Section 7.5. Rights of Parties in Event of Condemnation; Bonds Protected in Any Event.......................20
Section 7.6. Company Obligated to Continue Basic and Additional Rental Payments Until
Condemnation Award Available...................................................................22
Section 7.7. Right of Company to Participate in Condemnation Proceedings....................................22
Section 7.8. Issuer's Covenant Not to Condemn...............................................................22
ARTICLE VIII
Special Covenants
Section 8.1. No Warranty of Condition or Suitability by Issuer..............................................22
Section 8.2. Inspection of the Project......................................................................22
Section 8.3 Acxiom to Maintain its Corporate Existence; Conditions Under Which Exceptions
Permitted......................................................................................23
Section 8.4. Furnishing of Certain Information..............................................................23
ARTICLE IX
Assignment, Subleasing, Pledging, and Selling; Redemption; Optional and
Mandatory Prepayment of Rent; Abatement of Rent
Section 9.1. Assignment and Subleasing......................................................................23
Section 9.2. Restrictions on Sale, Mortgage, or other Conveyance of Project by Issuer.......................24
Section 9.3. Redemption of Bonds............................................................................24
Section 9.4. Prepayment of Rents............................................................................24
Section 9.5. Company Entitled to Certain Rent Abatement if Bonds Paid Prior to Maturity.....................24
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Section 9.6. Reference to Bonds Ineffective After Bonds Paid or Cancelled...................................24
ARTICLE X
Events of Default and Remedies
Section 10.1. Events of Default..............................................................................25
Section 10.2. Remedies on Default............................................................................26
Section 10.3. No Remedy Exclusive............................................................................27
Section 10.4. Agreement to Pay Attorneys' Fees and Expenses..................................................27
Section 10.5. No Waiver......................................................................................27
Section 10.6. Notice of Default..............................................................................27
Section 10.7. Equitable Relief...............................................................................27
ARTICLE XI
Option in Favor of Company
Section 11.1. Extraordinary Optional Redemption..............................................................27
Section 11.2 Conveyance on Exercise of Option to Acquire Legal Title........................................29
Section 11.3 Option to Acquire Legal Title Upon Full Payment, Cancellation, or Return of
the Bonds......................................................................................29
ARTICLE XII
Miscellaneous
Section 12.1. Notices........................................................................................30
Section 12.2. Binding Effect.................................................................................31
Section 12.3. Severability...................................................................................31
Section 12.4. Amendments, Changes, and Modifications.........................................................31
Section 12.5. Priority of Head Lease.........................................................................31
Section 12.6. Execution Counterparts.........................................................................31
Section 12.7. Captions.......................................................................................31
Section 12.8. Security Agreement; Recording and Filing.......................................................31
Section 12.9. Law Governing Construction of Head Lease.......................................................32
Section 12.10. Limitation of Liability of the Company.........................................................32
Execution
Exhibit A Real Property Description.....................................................................A-1
Exhibit B Form of Requisition Certificate...............................................................B-1
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Head Lease Agreement
This HEAD LEASE AGREEMENT, dated as of May 1, 2000, is among the City of Little Rock, Arkansas (the
"Issuer"), a municipality and city of the first class organized and existing under the laws of the State of
Arkansas (the "State"), as lessor; First Security Bank, National Association, not in its individual capacity but
solely as Owner Trustee under the AC Trust 2000-1 (the "Company"), a grantor trust created pursuant to the terms
and conditions of a Trust Agreement dated as of October 24, 2000 (the "Trust Agreement") between the several
holders from time to time as parties thereto, as holders, and First Security Bank, National Association, as
lessee; and Acxiom Corporation ("Acxiom").
W I T N E S S E T H:
WHEREAS, the Issuer is authorized by the Municipalities and Counties Industrial Development Revenue Bond
Law, Ark. Code Ann. (1998 Repl. & 1999 Supp.) §§ 14-164-201 to -224 (the "Act"), to acquire lands, construct and
equip industrial buildings, improvements, and facilities, and incur other costs and expenses and make other
expenditures incidental to and for the securing and developing of industry; and
WHEREAS, the Issuer is authorized by the Act to issue industrial development revenue bonds payable from
revenues derived from the industrial project so acquired and constructed and secured by a lien thereon and
security interest therein; and
WHEREAS, the necessary arrangements have been made with the Company for the acquisition, construction, and
equipping of a substantial industrial project consisting of the acquisition of land (the "Land Project") and the
improvement of the land and acquisition, construction, and equipping thereon of a 12-story building, including
floors for parking (the "Building Project;" the Land Project and the Building Project are referred to
collectively as the "Project"), located at 601 East Third Street, Little Rock, Arkansas 72202, and to lease the
Project to the Company; and
WHEREAS, the Company will sublease the Project to Acxiom for use in Acxiom's business of comprehensive
information management solutions using customer, consumer, and business data and such other operations as Acxiom
shall elect; and
WHEREAS, the Company desires that the Issuer issue its $1,446,192 Taxable Industrial Development Revenue
Bonds (Acxiom Corporation Project), Series 2000-A (the "Series 2000-A Bonds"), to provide funds to acquire the
Land Project and $36,500,000 Taxable Industrial Development Revenue Bonds (Acxiom Corporation Project), Series
2000-B (the "Series 2000-B Bonds;" the Series 2000-A Bonds and the Series 2000-B Bonds are referred to
collectively as the "Bonds"), to provide funds to acquire, construct, and equip the Building Project, and the
Issuer has agreed to do the same; and
WHEREAS, pursuant to a Trust Indenture, dated as of the date hereof, between the Issuer and First Security
Bank, National Association, a national banking association, as Bond Trustee, having all requisite power and
authority to act as trustee, and having its principal corporate trust office in Salt Lake City, Utah, as Bond
Trustee, the Issuer intends to assign to the Bond Trustee as security for the Bonds its interest in this Head
Lease (except for the reimbursement of certain expenses and payments for indemnification of the Issuer); and
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NOW, THEREFORE, in consideration of the respective representations and agreements hereinafter contained, the
Issuer and the Company agree as follows (provided, that in the performance of the agreements of the Issuer herein
contained, any obligation it may thereby incur for the payment of money shall not be a general debt on its part,
but shall be payable solely out of the proceeds derived from this Head Lease, the sale of the bonds referred to
in Section 2.1, and the insurance and condemnation awards as herein provided):
ARTICLE I
Definitions
Section 1.1 Definitions. All terms defined in the Indenture shall have the same meanings for purposes of
this Head Lease and of any amendment hereto. In addition, unless the context requires otherwise, the following
terms shall, for all purposes of this Head Lease and any amendment hereof, have the meanings herein specified:
"Acxiom" means Acxiom Corporation, a Delaware corporation, and, to the extent permitted by Section 8.3, its
lawful successors and assigns.
"Basic Rent" means the amounts payable as basic rent pursuant to Section 5.3(a).
"Company" means First Security Bank, National Association, not in its individual capacity but solely as
Owner Trustee under the AC Trust 2000-1, a grantor trust created pursuant to the terms and conditions of a Trust
Agreement dated as of October 24, 2000 between the several holders from time to time as parties thereto, as
holders, and First Security Bank, National Association, and its lawful successors and assigns.
"Head Lease" means this Head Lease Agreement, dated as of May 1, 2000, as amended or supplemented from time
to time.
"Indenture" means the Trust Indenture, dated as of May 1, 2000, between the Issuer and First Security Bank,
National Association, as Bond Trustee, as amended or supplemented from time to time, pursuant to which the Bonds
are authorized to be issued.
"Issuer" means the City of Little Rock, Arkansas, a city of the first class under the laws of the State of
Arkansas, and its successors and assigns.
"Unassigned Issuer's Rights" means the Issuer's rights to payments pursuant to Section 5.3(b)(i), the
Issuer's rights to reimbursement pursuant to Section 6.6, and the Issuer's rights to indemnification pursuant to
Section 6.7.
Section 1.2 Rules of Interpretation. For purposes of this Head Lease, except as otherwise expressly provided
or unless the context otherwise requires:
(a) The words "herein," hereof," and "hereunder" and other similar words refer to this Indenture as a
whole and not to any particular Article, Section, or other subdivision.
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(b) The definitions in this Article are applicable whether the terms defined are used in the singular or
the plural.
(c) All accounting terms which are not defined in this Head Lease have the meanings assigned to them in
accordance with then applicable generally accepted accounting principles.
(d) Any pronouns used in this Head Lease include both the singular and the plural and cover both genders.
(e) Any terms not defined in this Head Lease but which are defined in the Indenture have the same
meaning in this Head Lease as are given to them in the Indenture.
(f) Any terms defined elsewhere in this Head Lease have the meanings attributed to them where defined.
(g) Words referring to the redemption or calling for redemption of Bonds shall not be deemed to refer to
the payment of Bonds at their stated maturity.
(h) The captions or headings herein are for convenience only and in no way define, limit, or describe
the scope or intent, or control or affect the meaning or construction, of any provisions or securities
hereof.
(i) The Section numbers are those of this Head Lease unless stated otherwise.
ARTICLE II
Representations
Section 2.1. Representations by Issuer. The Issuer makes the following representations as the basis for the
undertakings on its part herein contained:
(a) Under the provisions of the Act and the Constitution of the State, the Issuer is authorized to enter
into the transactions to be performed by it under this Head Lease and the Indenture and to carry out its
obligations hereunder and thereunder. The Issuer has been duly authorized to execute and deliver this Head
Lease and the Indenture.
(b) The Issuer will perform all of its obligations with reference to the acquiring, constructing, and
equipping of the Project as specified in Article IV.
(c) Notwithstanding anything herein contained to the contrary, it is the intention of the Issuer that
any obligation it may hereby incur for the payment of money shall not be a general debt on its part but
shall be payable solely from the proceeds derived from this Head Lease, the sale of the Bonds, and the
insurance and condemnation awards as herein provided.
(d) The Issuer has been induced to enter into this undertaking by the promise of the Company to locate
industrial facilities within or near the corporate limits of the Issuer.
3
(e) In order to furnish necessary moneys for the payment of Project Costs and a portion of the expenses
of authorizing and issuing the Bonds, the Issuer has authorized the issuance of the Bonds.
(f) The Bonds are to be issued under and secured by the Indenture, pursuant to which the Real Property,
the Project, the Issuer's interest in this Head Lease, and the revenues and receipts derived by the Issuer
from the leasing of the Real Property and the Project will be pledged to the Bond Trustee as security for
payment of the principal of and premium, if any, and interest on the Bonds, and the Bonds will be secured by
a mortgage on and security interest in the Issuer's interest in the Real Property and the Project.
Section 2.2. Representations by Company. The Company makes the following representations as the basis for
the undertakings on its part herein contained:
(a) First Security Bank, National Association, is a national banking association duly organized under
the laws of the United States of America, is in good standing under the laws of the United States of
America, and, assuming due authorization, execution, and delivery of the Trust Agreement by the holders from
time to time as parties thereto, has power to enter into the Lease Documents and to perform all obligations
contained herein and therein, and by proper corporate action, has been duly authorized to execute and
deliver the Lease Documents.
(b) Neither the execution and delivery of the Lease Documents, the consummation of the transactions
contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof
and thereof conflicts with or results in a material breach of the terms, conditions, or provisions of the
Articles of Association or bylaws of the Company or any agreement or instrument to which the Company is now
a party or by which the Company is bound, or constitutes a material 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 the Company under the terms of any instrument or agreement except as provided herein.
(c) There is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by
any court or public board or body, known to be pending or threatened against or affecting the Company, nor
to the best of the knowledge of the Company is there any basis therefor, wherein an unfavorable decision,
ruling, or finding would materially adversely affect the transactions contemplated by this Head Lease or
which, in any way, would materially adversely affect the validity or enforceability of the Bonds, the Lease
Documents, or any other agreement or instrument, to which the Company is a party, used or contemplated for
use in the consummation of the transactions contemplated hereby.
(d) The Company agrees to cooperate with the Issuer in the performance of the Issuer's obligations under
the Indenture.
(e) No actions will be taken by the Company which shall in any way impair the qualification of the
Project under the Act.
Section 2.3. Representations by Acxiom. Acxiom makes the following representations as the basis for the
undertakings on its part herein contained:
4
(a) Acxiom is a corporation duly incorporated under the laws of the State of Delaware, is in good
standing under the laws of the State of Delaware and the State, and has power to enter into the Lease
Documents and to perform all obligations contained herein and therein, and by proper corporate action, has
been duly authorized to execute and deliver the Lease Documents.
(b) The leasing by the Issuer of the Project to the Company and the subleasing by the Company of the
Project to Acxiom will induce Acxiom to acquire, construct, and equip an industrial enterprise within the
corporate limits of the Issuer.
(c) Acxiom will operate the Project upon its completion as a headquarters for comprehensive information
management solutions using customer, consumer, and business data operations until the expiration or earlier
termination of the Lease Term as provided herein, all to the extent that such operation is, in Acxiom's
judgment, commercially desirable.
(d) Neither the execution and delivery of the Lease Documents, the consummation of the transactions
contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof
and thereof conflicts with or results in a material breach of the terms, conditions, or provisions of the
Articles of Incorporation or bylaws of Acxiom or any agreement or instrument to which Acxiom is now a party
or by which Acxiom is bound, or constitutes a material 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
Acxiom under the terms of any instrument or agreement except as provided herein.
(e) There is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by
any court or public board or body, known to be pending or threatened against or affecting Acxiom, nor to the
best of the knowledge of Acxiom is there any basis therefor, wherein an unfavorable decision, ruling, or
finding would materially adversely affect the transactions contemplated by this Head Lease or which, in any
way, would materially adversely affect the validity or enforceability of the Bonds, the Lease Documents, or
any other agreement or instrument, to which Acxiom is a party, used or contemplated for use in the
consummation of the transactions contemplated hereby.
(f) The Project consists of land, buildings, or facilities that can be used to secure and develop
industry within City of Little Rock, Arkansas, and its estimated Cost of the Project is not less than
$38,000,000.
(g) The proceeds from the sale of the Bonds will be used only for the payment of the Cost of the Project
and paying a portion of the costs of issuing the Bonds.
(h) The Project complies, or will comply upon completion of construction, with all presently applicable
building and zoning ordinances where failure to comply would have a materially adverse effect on Acxiom's
ability to utilize the Project for the purposes intended.
(i) No changes shall be made in the Project and no actions will be taken by Acxiom which shall in any
way impair the qualification of the Project under the Act.
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ARTICLE III
Demising Clauses and Warranty of Title
Section 3.1. Demise of the Project. The Issuer demises and leases to the Company, and the Company leases
from the Issuer, the Real Property and the Project at the rental set forth in Section 5.3 and in accordance with
the provisions of this Head Lease.
TO HAVE AND TO HOLD the Real Property and the Project unto the Company for the term of this Head Lease as
hereafter set forth.
The parties acknowledge that the Company will sublease the Project to Acxiom and assign and pledge as
security its rights hereunder to Bank of America, N.A.
Section 3.2. Warranty of Title. The Issuer warrants that it lawfully owns and is lawfully possessed of the
Real Property and the Project and that it has good and merchantable title and estate therein, free from all
encumbrances other than Permitted Encumbrances, but it has no liability in regard thereto.
Section 3.3. Quiet Enjoyment. The Issuer covenants and agrees that the Company, upon paying the rent herein
and upon performing and observing the covenants, conditions, and agreements hereof, shall and may peaceably hold
and enjoy the Real Property and the Project during the Lease Term without any interruption or disturbance,
subject however, to the terms of this Head Lease.
ARTICLE IV
Acquisition, Construction, and Equipping of the Project; Issuance of the Bonds
Section 4.1. Agreement to Acquire, Construct, and Equip the Project. After the Bond proceeds are available,
the Issuer (or Acxiom, as agent for the Issuer and the Company) will enter into or accept the assignment of
contracts or purchase orders having terms, conditions, drawings, specifications, and other provisions designated
and prescribed by the Company (or Acxiom, as agent for the Company) for acquiring, constructing, and equipping
the Project. All payments necessary to acquire, construct, and equip the Project shall be made out of proceeds of
the Bonds, and the Company shall be reimbursed out of proceeds of the Bonds for all expenditures made by it in
connection with the Project. Title to all machinery, equipment, and personal property of every nature paid for
out of proceeds of the Bonds (either by direct payment or by virtue of reimbursement to the Company) shall be
vested in, or be transferred to, the Issuer. The obligations of the Issuer hereunder are subject to the
provisions of this Head Lease limiting the obligations of the Issuer to the extent of Bond proceeds.
The Company, with the cooperation of the Issuer when necessary, shall obtain all necessary approvals from
any and all governmental agencies requisite to the constructing and equipping of the Project, and the Project
shall be constructed and equipped in compliance with all State and local laws, ordinances, and regulations
applicable thereto.
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All requests, approvals, and agreements required on the part of the Issuer and the Company shall be
evidenced by an Officer's Certificate of the Issuer and/or the Company, as appropriate, granting such approval or
entering into such agreement.
Section 4.2. Disbursements of Bond Proceeds.
(a) Except as provided in the Indenture in case of certain Events of Default with respect to the Bonds, the
Bond Trustee shall disburse proceeds of the Bonds in accordance with this Section.
(b) The Bond Trustee shall disburse (or, for interest payments during construction, transfer to the Debt
Service Fund) proceeds of the Bonds to pay Project Costs or Issuance Costs upon receipt of a certificate in
substantially the form provided in Exhibit B to this Head Lease accompanied an Officer's Certificate of the
Company or Acxiom stating: (1) the requisition number, amount to be paid, and the name of the Person to whom
payment is to be made; (2) that there has been expended, or is being expended concurrently with the delivery of
such certificate (or in the case of interest which the Bond Trustee is directed to transfer to the Debt Service
Fund after the Completion Date, will be expended within one year following the Completion Date), an amount on
account of Project Costs or Issuance Costs at least equal to the amount set forth in such certificate; and (3)
that no other certificate in respect of such expenditure is being or previously has been delivered to the Bond
Trustee.
Section 4.3. Furnishing Documents to Bond Trustee. The Company agrees to cause such requisitions to be
directed to the Bond Trustee as may be necessary to effect installment purchases of the Bonds in accordance with
Section 4.2. The Bond Trustee shall retain a record of all such requisitions.
Section 4.4. Establishment of Completion Date. The Completion Date shall be evidenced to the Issuer and the
Bond Trustee by an Officer's Certificate of the Company or Acxiom stating that, except for amounts retained by
the Bond Trustee at the Company's direction for any Cost of the Project not then due and payable, (i) acquisition
and construction of the Project has been completed and all costs of labor, services, materials, and supplies used
in such acquisition and construction have been paid, (ii) all equipment for the Project has been installed to the
Company's satisfaction, such equipment so installed is suitable and sufficient for the operation of the Project,
and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and
(iii) all other facilities necessary in connection with the Project have been acquired, constructed, and equipped
and all costs and expenses incurred in connection therewith have been paid. Notwithstanding the foregoing, such
certificate shall state that it is given without prejudice to any rights against third parties which exist at the
date of such certificate or which may subsequently come into being. Forthwith upon completion of the acquisition,
construction, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the
Issuer and the Bond Trustee.
Section 4.5. Company Required to Pay in Event Bond Proceeds Insufficient. In the event the proceeds of the
Bonds available for payment of the Cost of the Project should not be sufficient to pay the Cost of the Project in
full, the Company agrees to complete the Project and to pay that portion of the Cost of the Project in excess of
the moneys available therefor from Bond proceeds. The Issuer does not make any warranty, either express or
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implied, that the proceeds of the Bonds and available for payment of the Cost of the Project will be sufficient
to pay all of the Cost of the Project. The Company agrees that if, after exhaustion of the proceeds of the Bonds,
the Company should pay any portion of the Cost of the Project pursuant to the provisions of this Section, the
Company shall not be entitled to any reimbursement therefor from the Issuer, the Bond Trustee, or the owners of
any of the Bonds, nor shall the Company be entitled to any diminution of the amounts payable under Section 5.3.
Section 4.6. Enforcement of Contracts.
(a) The Issuer covenants that it will take any action and institute any proceedings requested by the Company
to cause and require all contractors and material suppliers to complete their contracts diligently in accordance
with the terms of said contracts, including, without limitation, the correcting of any defective work. All
expenses incurred by the Issuer in connection with the performance of its obligations under this subsection may
be considered part of the Cost of the Project, and the Issuer agrees that the Company may, from time to time, in
its own name, or in the name of the Issuer, take such action as may be necessary or advisable, as determined by
the Company, to insure the construction of the Project in accordance with the terms of the construction contract
and the installation of machinery and equipment in accordance with any applicable contract pertaining thereto, to
insure the peaceable and quiet enjoyment of the Project for the term of this Head Lease.
(b) If requested by the Company, the Issuer will assign and extend to the Company any vendor's warranties
received by the Issuer in connection with machinery and equipment purchased by the Issuer for the Project,
together with any warranties given by contractors, manufacturers, or service organizations who perform
construction work or install any machinery and equipment on or in the Project. If requested, the Issuer will
execute and deliver instruments of assignment to the Company to accomplish the foregoing.
Section 4.7. Ownership of Tax Benefits. It is the intention of the parties that any tax benefits resulting
from ownership of the Project and any tax credit or comparable credit which may ever be available shall accrue to
the benefit of Acxiom (unless the Company has notified the Issuer that a default has occurred under the sublease
of the Project to Acxiom and that the Company or its assignee has foreclosed on Acxiom's rights in and to the
Project), and Acxiom shall, and the Issuer upon advice of Counsel may, make any election and take other action in
accordance with the Internal Revenue Code and the regulations promulgated thereunder as may be necessary to
entitle Acxiom to have such benefit and credit.
Section 4.8. Investment of Moneys. Money held for the credit of any fund or account created in the Indenture
shall, to the extent practicable, be invested and reinvested in Eligible Investments which shall mature not later
than the date or dates on which the money held for credit of the particular fund shall be required for the
purposes intended. The Bond Trustee shall so invest and reinvest pursuant to written instructions from the
Company.
The Bond Trustee may make any and all such investments through its own investment department or the
investment department of any bank or trust company under common control with the Bond Trustee. The Issuer shall
have no responsibility for control of or directing such investments and shall not be held accountable for any
losses resulting from any such investments. All such investments and the income thereon shall at all times be a
8
part of the fund (the Debt Service Fund or such other fund, as the case may be) from which the moneys used to
acquire such investments shall have come, and all losses on such investments shall be charged against such fund.
All investments shall be registered in the name of the Bond Trustee, as Bond Trustee under the Indenture.
Section 4.9. Plans and Specifications; Modifications to Project. The Company agrees to maintain plans and
specifications for the Project. The Company may make any changes in or modifications of the plans and
specifications, and may make any deletions from or substitutions or additions to the Project without the prior
consent of the Issuer or the Bond Trustee so long as such changes or modifications in the plans and
specifications, or deletions from or substitutions or additions to the Project, do not materially alter the size,
scope, or character of the Project or impair the structural integrity and utility of the Project. If any such
changes or modifications in the plans and specifications, or if any such deletions from or substitutions or
additions to the Project, materially alter the size, scope, or character of the Project or impair the structural
integrity and utility of the Project then, and in such event, no such changes, modifications, substitutions,
deletions, or additions shall be made without the express written consent of the Issuer, which consent shall not
be unreasonably withheld. The Company covenants and agrees that no changes, modifications, substitutions,
deletions, or additions shall be made with respect to the Project if such change disqualifies the Project under
the Act.
Section 4.10. Agreement to Issue Bonds; Application of Bond Proceeds. In order to provide funds for payment
of the Cost of the Project, the Issuer, concurrently with the execution of this Head Lease, will issue, sell, and
deliver the Bonds and utilize the proceeds thereof to pay Issuance Costs and the Costs of the Project.
ARTICLE V
Effective Date of This Head Lease; Definition of Lease Term; Rental Provisions
Section 5.1. Effective Date of this Head Lease; Duration of Lease Term. This Head Lease shall become
effective upon its delivery, and the leasehold estate created herein shall then begin, and, subject to the
provisions of this Head Lease (including particularly Sections 5.3 and 7.5 and Articles X and XI), shall continue
until the later of (a) such date as payment has been made in full of the Bonds or provision for such payment has
been made as provided in the Indenture or (b) at midnight, Little Rock, Arkansas time, October 24, 2005.
Section 5.2. Delivery and Acceptance of Possession. The Issuer agrees that the Company shall have possession
of the Project (subject to the right of the Bond Trustee to enter thereon for inspection purposes and to the
other provisions of Section 8.2) whenever such possession is desired by the Company, provided such possession
does not unreasonably interfere with the construction of the Buildings or installation of the Leased Equipment,
and the Company or Acxiom may install, maintain, and operate its own equipment during the Construction Period.
Section 5.3. Basic Rent and Additional Rent Payable.
(a) Basic Rent. On or before each Interest Payment Date, and on or before any date on which all the Bonds
shall be declared to be and shall become due and payable prior to their stated maturity pursuant to the
9
provisions of the Indenture, the Company shall pay directly to the Bond Trustee in immediately available funds
the aggregate amount of principal, premium, if any, and interest becoming due and payable on the Bonds
Outstanding on such date at maturity or call for redemption or otherwise.
Anything herein to the contrary notwithstanding, any amount at any time held by the Bond Trustee in the Debt
Service Fund shall be credited against the next succeeding rental payment and shall reduce the payment to be made
by the Company to the extent such amount is in excess of the amount required for payment of Bonds Outstanding
theretofore matured or called for redemption and past due interest in all cases where such Bonds have not been
presented for payment; and further, if the amount held by the Bond Trustee in the Debt Service Fund should be
sufficient to pay at the times required the principal of and premium, if any, and interest on the Bonds then
remaining unpaid, the Company shall not be obligated to make any further rental payments under the provisions of
this subsection.
It is understood and agreed that all payments payable by the Company under this subsection are assigned by
the Issuer to the Bond Trustee for the benefit of the owners of the Bonds. The Company assents to such assignment.
(b) Additional Rent.
(i) The Company will pay the reasonable fees and expenses of the Issuer related to the issuance of the
Bonds or in connection with the Project and incurred upon the written request of the Company.
(ii) The Company will pay the reasonable fees and expenses of the Bond Trustee and any Paying Agents
under the Indenture, such reasonable fees and expenses to be paid directly to the Bond Trustee or any Paying
Agents for the Bond Trustee's or any such Paying Agents' own account, as and when such reasonable fees and
expenses become due and payable, and any reasonable expenses in connection with any redemption of the Bonds.
(c) In the event the Company should fail to make any of the payments required in this Section, the item or
installment so in default shall continue as an obligation of the Company until the amount in default shall have
been fully paid, and the Company agrees to pay the same with interest thereon or with respect to payments to the
Bond Trustee or the Issuer with interest thereon, to the extent permitted by law, from the date thereof at the
prime rate of interest of Bank of America, N.A.
Section 5.4. Place of Rental Payments. The Issuer hereby directs the Company and the Company hereby agrees
to pay to the Bond Trustee at the Bond Trustee's principal corporate trust office all payments payable by the
Company pursuant to subsections 5.3(a) and 5.3(b)(ii).
Section 5.5. Obligations of Company Hereunder Unconditional. Subject to the provisions of Sections 9.5 and
12.10, the obligations of the Company to make the payments required in Section 5.3 and to perform and observe the
other agreements on its part contained herein shall be absolute and unconditional, and the payments required in
Section 5.3 shall be certainly payable on the dates and at the times specified without notice or demand, and
without abatement or set-off, and regardless of any contingencies whatsoever, and 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:
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(a) The unavailability of the Project or any part thereof for use by the Company at any time by reason
of the failure to complete the overall industrial project by any particular time or at all or by reason of
any other contingency, occurrence, or circumstance whatsoever;
(b) Damage to or destruction of the Project or any part thereof;
(c) Legal curtailment of the Company's use of the Project or any part thereof;
(d) Change in the Issuer's legal organization or status;
(e) The taking of title to or the temporary use of the whole or any part of the Project by condemnation;
(f) Any termination of this Head Lease for any reason whatsoever (other than in connection with the
acquisition of the Project by the Company hereunder);
(g) Failure of consideration or commercial frustration of purposes;
(h) Any change in the tax or other laws of the United States of America or of the State of Arkansas; or
(i) Any default of the Issuer under this Head Lease or any other fault or failure of the Issuer
whatsoever.
Nothing contained in this Section shall be construed to release the Issuer from the performance of any of
the provisions of this Head Lease on its part to be performed.
The Company 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 the Company from performing any of its obligations
under this Head Lease.
Section 5.6. Credit for Bonds Surrendered. The Company shall have the right to surrender Bonds acquired by
it to the Bond Trustee. Bonds so redeemed, purchased, or surrendered shall be forthwith cancelled and the
principal amounts thereof shall be applied as credits upon the Basic Rent payments due and payable with respect
to the respective maturity dates or redemption dates of Bonds.
ARTICLE VI
Maintenance, Modifications, Impositions, and Insurance
Section 6.1. Maintenance and Modifications of Project by Company.
(a) The Company agrees that during the Lease Term it will at its own expense (i) keep the Real Property and
Project in reasonably safe condition as its operations shall permit and (ii) keep the Buildings and the Leased
11
Equipment and all other improvements forming a part of the Project in good repair and in good operating
condition, making from time to time all necessary repairs thereto and renewals and replacements thereof.
(b) The Company may from time to time, in its sole discretion and at its own expense, make any additions or
modifications at the Project location, including installation of additional machinery, equipment, furniture, or
fixtures in the Buildings or on the Real Property, which it may deem desirable for its business purposes;
provided that all such additions, modifications, and improvements do not adversely affect the structural
integrity of the Buildings. All machinery, equipment, furniture, and fixtures so installed by the Company or
Acxiom shall remain the sole property of the Company or Acxiom (other than interest of a secured party) in which
neither the Issuer nor the Bond Trustee shall have any interest, and may be sold, encumbered, modified, or
removed at any time while the Company is not in default under this Head Lease; provided that any damage to the
Project occasioned by such modification or removal shall be repaired by the Company at its own expense.
(c) The Company will not permit any mechanics', materialmen's, or other liens to be established or remain
against the Project for labor or materials furnished in connection with any addition, modifications,
improvements, repairs, renewals, or replacements so made by it; provided, that if the Company shall first notify
the Bond Trustee of its intention so to do, the Company may in good faith contest any mechanics' or other liens
filed or established against the Project, and in such event may permit the items so contested to remain
undischarged and unsatisfied during the period of such contest and any appeal therefrom unless the Issuer or the
Bond Trustee shall notify the Company that, in the opinion of independent legal counsel, by nonpayment of any
such items, the security of the Bondowners, as to any part of the Project, will be materially endangered or the
Project or any substantial part thereof will be subject to loss or forfeiture, in which event the Company shall
promptly pay and cause to be satisfied and discharged or bond (if legally permissible) all such unpaid items. The
Issuer will cooperate fully with the Company in any such contest.
Section 6.2. Removal of Leased Equipment. The Issuer shall not be under any obligation to renew, repair, or
replace any inadequate, obsolete, worn-out, unsuitable, undesirable, or unnecessary Leased Equipment. In any
instance where the Company in its sound discretion determines that any items of Leased Equipment have become
inadequate, obsolete, worn-out, unsuitable, undesirable, or unnecessary, the Company may remove such items of
Leased Equipment from the Buildings and the Real Property and (on behalf of the Issuer) sell, trade-in, exchange,
or otherwise dispose of them (as a whole or in part) without any responsibility or accountability to the Issuer
or the Bond Trustee therefor, provided that the Company shall:
(a) Substitute (either by direct payment of the costs thereof or by advancing to the Issuer the funds
necessary therefor) and install anywhere in the Buildings or on the Real Property other machinery or
equipment having equal or greater utility (but not necessarily having the same function) in the operation of
the Buildings as a modern manufacturing facility (provided such removal and substitution shall not impair
the operating unity of the remaining property), all of which substituted machinery or equipment shall be
free of all liens and encumbrances (other than Permitted Encumbrances) but shall become a part of the Leased
Equipment; or
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(b) Not make any such substitution and installation unless, (i) in the case of the sale of any such
machinery or equipment to anyone other than itself or in the case of the scrapping thereof, the Company
shall pay into the Debt Service Fund the proceeds from such sale or the scrap value thereof, as the case may
be, (ii) in the case of the trade-in of any such machinery or equipment for other machinery or equipment not
to be installed in the Buildings or on the Real Property, the Company shall pay into the Debt Service Fund
the amount of the credit received by it in such trade-in, and (iii) in the case of the sale of any such
machinery or equipment to the Company or in the case of any other disposition thereof the Company shall pay
into the Debt Service Fund an amount equal to the original cost thereof less depreciation at rates
calculated in accordance with generally accepted accounting practice; provided, however, that no such
payment into the Debt Service Fund need be made until the amount to be paid into the Debt Service Fund on
account of all such dispositions not previously reported aggregates at least $100,000 in any calendar year;
provided further, that the Company may not fail to make any such substitution and installation if such
failure would impair the operating unity of the remaining property.
The removal from the Project of any portion of the Leased Equipment pursuant to the provisions of this
Section shall not entitle the Company to any abatement or diminution of the rents payable under Section 5.3.
The Company will promptly report to the Bond Trustee such removal, substitution, sale, and other disposition
and will pay to the Bond Trustee such amounts, if any, as are required by the provision of the preceding
subsection (b) of this Section to be paid into the Debt Service Fund promptly after the sale, trade-in,
scrapping, or other disposition requiring such payment.
Section 6.3. Impositions. The Company shall, during the Lease Term, bear, pay, and discharge, before the
delinquency thereof, all taxes and assessments, general and special, if any, which may be lawfully taxed,
charged, levied, assessed, or imposed upon or against or be payable for or in respect of the Project, or any part
thereof, or any improvements at any time thereon or the Company's interest in the Project under this Head Lease,
including any new lawful taxes and assessments not of the kind enumerated above to the extent that the same are
lawfully made, levied against real and personal property, and further including all water and sewer charges,
assessments, and other governmental charges and impositions whatsoever, foreseen or unforeseen, which if not paid
when due would encumber the Issuer's title to the Project (all of the foregoing being herein referred to as
"Impositions"). In the event any special assessment taxes are lawfully levied and assessed which may be paid in
installments, the Company shall be required to pay only such installments thereof as become due and payable
during the Lease Term as and when the same become due and payable. Any Impositions which the Company is required
to bear, pay, and discharge shall be remitted directly to the authority which is entitled to the payment thereof.
Within 30 days after the last day for payment, without penalty or interest, of an Imposition which the
Company is required to bear, pay, and discharge pursuant to the terms hereof, the Company shall deliver to the
Issuer upon its written request a reproduced copy of the statement issued therefor duly receipted to show the
payment thereof.
The Company shall have the right, in its or the Issuer's name, to contest in good faith the validity or
amount of any Imposition which the Company is required to bear, pay, and discharge pursuant to the terms of this
13
Section by appropriate legal proceedings provided the Company, before instituting any such contest in the
Issuer's name, gives the Issuer written notice of its intention so to do and the Company diligently prosecutes any
such contest, at all times effectively stays or prevents any official or judicial sale therefor, under execution
or otherwise, and promptly pays any final judgment enforcing the Imposition so contested and thereafter promptly
procures record release or satisfaction thereof. The Company shall hold the Issuer whole and harmless from any
costs and expenses the Issuer may incur related to any such contest.
The Issuer covenants that it will not part with title to the Project or any part thereof during the Lease
Term or take any other affirmative action which may reasonably be construed as tending to cause or induce the
levy or assessment of ad valorem taxes on the Project. The Issuer and the Company acknowledge that under present
law no part of the Project will be subject to ad valorem taxation by the State or by any political or taxing
subdivision thereof.
Section 6.4. Insurance.
(a) Insurance Required. During the Construction Period and throughout the Lease Term, the Company shall keep
the Project continuously insured against such risks as are customarily insured against by business of like size
and type, paying as the same become due all premiums in respect thereto, including but not necessarily limited to:
(1) Public Liability and Workers' Compensation Insurance. During the Lease Term, the Company shall
procure and carry, at the Company's sole cost and expense, commercial general liability and umbrella
liability insurance for claims for injuries or death sustained by persons or damage to property while on
or respecting the Project and such other public liability coverages as are then customarily carried by
similarly situated companies conducting business similar to that conducted by the Company (including
automobile insurance). Such insurance shall be on terms and in amounts that are no less favorable than
insurance maintained by the Company with respect to similar properties and equipment that it owns and
are then carried by similarly situated companies conducting business similar to that conducted by the
Company, and in no event shall have a minimum combined single limit per occurrence coverage (i) for
commercial general liability of less than $1,000,000 per occurrence and $2,000,000 in the aggregate,
(ii), for an additional, project specific commercial general liability of less than $25,000,000 in the
aggregate during the construction period, and (iii) for umbrella liability of less than $100,000,000.
The policies shall name the Company as the insured and shall be endorsed to include the Issuer and the
Bond Trustee as additional insureds. The policies shall also specifically provide that such policies
shall be considered primary insurance which shall apply to any loss or claim before any contribution by
any insurance which the Issuer or the Bond Trustee may have in force. In the operation of the Project,
the Company shall comply with applicable workers' compensation laws and protect the Issuer and the Bond
Trustee against any liability under such laws.
(2) Permanent Hazard Insurance. During the Lease Term, the Company shall keep the Project insured
against all risk of physical loss or damage by fire and other risks (including boiler and machinery
perils, flood with an annual aggregate of $5,000,000, and earthquake with an annual aggregate of
$10,000,000) and shall maintain builders' risk insurance during construction of the Building Project in
14
each case in amounts no less than the then current replacement value of the Building Project (assuming
that the Building Project was in the condition required by the terms of this Head Lease immediately
prior to such loss) and on terms that (i) are no less favorable than insurance covering other similar
properties owned by the Company and (ii) are then carried by similarly situated companies conducting
business similar to that conducted by the Company. The policies shall name the Company as the insured
and shall be endorsed to name the Issuer and the Bond Trustee (on behalf of the Bondholders) as a named
additional insured and loss payee, to the extent of their respective interests; provided, so long as no
Event of Default exists, any loss payable under the insurance policies required by this Section for
losses up to $1,000,000 will be paid to the Company.
(3) Flood Insurance. If, during the Lease Term the area in which the Project is located is
designated a "flood-prone" area pursuant to the Flood Disaster Protection Act of 1973, or any amendments
or supplements thereto or is in a zone designated A or V, then the Company shall comply with the
National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973. In addition,
the Company will fully comply with the requirements of the National Flood Insurance Act of 1968 and the
Flood Disaster Protection Act of 1973, as each may be amended from time to time, and with any other
legal requirement, concerning flood insurance to the extent that it applies to any the Project. During
the Lease Term, the Company shall, in the operation and use of the Project, maintain workers'
compensation insurance consistent with that carried by similarly situated companies conducting business
similar to that conducted by the Company and containing minimum liability limits of no less than
$100,000. In the operation of the each Project, the Company shall comply with workers' compensation laws
applicable to the Company, and protect the Issuer and the Bond Trustee against any liability under such
laws.
(b) Coverage.
(1) As of the date of this Head Lease and annually thereafter during the Lease Term, the Company
shall furnish the Bond Trustee (on behalf of the Issuer and the other beneficiaries of such insurance
coverage) with certificates prepared by the insurers or insurance broker of the Company showing the
insurance required under by Sections 6.4 (a), (b), and (c) to be in effect, including (to the extent of
their respective interests) the Issuer and the Bond Trustee as additional insureds and loss payees and
evidencing the other requirements of this Section 6.4. All such insurance shall be at the cost and
expense of the Company and provided by nationally recognized, financially sound insurance companies
having an A+ or better rating by A.M. Best's Key Rating Guide. The Company shall cause such certificates
to include a provision for 30 days' advance written notice by the insurer to the Bond Trustee (on behalf
of the Issuer and the other beneficiaries of such insurance coverage) in the event of cancellation or
material alteration of such insurance. If an Event of Default has occurred and is continuing and the
Bond Trustee (on behalf of the Issuer and the other beneficiaries of such insurance coverage) so
requests, the Company shall deliver to the Bond Trustee (on behalf of the Issuer and the other
beneficiaries of such insurance coverage) copies of all insurance policies required by Sections 6.4 (a),
(b), and (c).
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(2) The Company agrees that the insurance policy or policies required by Sections 6.4 (a), (b), and
(c) shall include (i) an appropriate clause pursuant to which any such policy shall provide that it will
not be invalidated should the Company or any contractor of any financing party, as the case may be,
waive, at any time, any or all rights of recovery against any party for losses covered by such policy or
due to any breach of warranty, fraud, action, inaction, or misrepresentation by the Company, any
financing party, or any Person acting on behalf of the Company, and (ii) a so called "Waiver of
Subrogation" clause. The Company hereby waives any and all such rights against the Issuer and the Bond
Trustee to the extent of payments made to any such Person under any such policy.
(c) No Separate Insurance. Neither the Issuer nor the Company shall carry separate insurance concurrent in
kind or form or contributing in the event of loss with any insurance required under this Section 6.4.
(d) Payment of Insurance Premiums. The Company shall pay as they become due all premiums for the insurance
required by Sections 6.4(a), (b), and (c) and shall renew or replace each policy prior to the expiration date
thereof or otherwise maintain the coverage required by such Sections without any lapse in coverage.
Section 6.5. Application of Net Proceeds of Insurance. The Net Proceeds of the insurance required in Section
6.4 shall be applied as follows: (i) the Net Proceeds of the insurance required in Sections 6.4 (b) and (c) shall
be applied as provided in Section 7.2, and (ii) the Net Proceeds of the insurance required in Section 6.4(a)
shall be applied toward extinguishment or satisfaction of the liability with respect to which such insurance
proceeds may be paid.
Section 6.6. Advances by Issuer or Bond Trustee. In the event the Company shall fail to maintain the full
insurance coverage required by this Head Lease or shall fail to keep the Project in as reasonably safe condition
as its operating conditions will permit, or shall fail to keep the Buildings and the Leased Equipment in good
repair and good operating condition, the Issuer or the Bond Trustee may (but unless satisfactorily indemnified
shall be under no obligation to) take out the required policies of insurance and pay the premiums on the same or
make the required repairs, renewals, and replacements; and all amounts so advanced therefor by the Issuer or the
Bond Trustee shall become an additional obligation of the Company to the one making the advancement, which
amounts the Company agrees to pay with interest at the lower of (i) 2% above the prime rate of interest of Bank
of America, N.A. and (ii) the maximum rate of interest authorized under State law.
Section 6.7. Release and Indemnification Covenants.
(a) The Company shall and hereby agrees to indemnify and save the Issuer (including but not limited to past,
present, and future officials, officers, directors, agents, and other persons acting on the Issuer's behalf) and
the Bond Trustee, and their officers, agents, and employees, harmless against and from all claims by or on behalf
of any person, firm, corporation, or other legal entity arising from the conduct or management of, or from any
work or thing done on, the Project during the term of this Head Lease, including without limitation, (i) any
condition of the Project, (ii) any breach or default on the part of the Company in the performance of any of its
obligations under this Head Lease, (iii) any act or negligence of the Company or of any of its agents,
contractors, servants, employees, or licensees, or (iv) any act or negligence of any assignee or lessee of the
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Company, or of any agents, contractors, servants, employees, or licensees of any assignee or lessee of the
Company. The Company shall indemnify and save the Issuer and the Bond Trustee harmless from any such claim
arising as aforesaid, or in connection with any action or proceeding brought thereon, and upon notice from the
Issuer or the Bond Trustee, the Company shall defend them or either of them in any such action or proceedings.
(b) It is the intention of the parties hereto that the Issuer shall not incur any pecuniary liability by
reason of the terms of this Head Lease or the undertakings required of the Issuer hereunder, by reason of the
issuance of the Bonds, by reason of the execution of the Indenture, or by reason of the performance of any act
requested of the Issuer by the Company, including all claims, liabilities, or losses arising in connection with
the violation of any statutes or regulations pertaining to the foregoing; nevertheless, if the Issuer should
incur any such pecuniary liability, then in such event the Company shall indemnify and hold the Issuer, its
officials, officers, directors, agents, and employees harmless against all claims by or on behalf of any person,
firm, or corporation or other legal entity arising out of the same and all costs and expenses reasonably incurred
in connection with any such claim or in connection with any action or proceeding brought thereon, and upon notice
from the Issuer, the Company shall defend the Issuer in any such action or proceeding.
(c) Nothing contained in this Section shall be construed to indemnify or release the Issuer from its
liability in connection with the Project arising from the wanton negligence or intentional acts or failure to act
on the part of the Issuer, its employees, agents, or representatives acting in their capacities as such.
(d)(1) The Company warrants and represents that, except as described in that certain First Amended
Memorandum of Agreement dated September 9, 2000, entered by the Arkansas Department of Environmental Quality in
the Matter of Acxiom Property Development, Inc., Respondent, Regarding the Acxiom Property, Little Rock, Pulaski
County, Arkansas, LIS No. 00-097 (the "MOA"): (A) no hazardous or toxic materials, including without limitation,
any asbestos containing materials, polychlorinated byphenyls, solid, liquid, gaseous, or thermal irritant or
contaminant or any substances now or hereinafter defined as or included in the definition of "hazardous
substances," "hazardous wastes," or "toxic substances" under any applicable federal, state, or local laws,
ordinances, codes, rules, orders, decrees, or regulations and including materials to be recycled, reconditioned,
or reclaimed (collectively hereinafter referred to as "Hazardous Material") have been or, during the Company's
occupancy of the Real Property will be manufactured, used, located on, installed in, transported to or from,
generated, stored, buried, released, allowed to escape, discovered upon, or disposed of on or in the Real
Property other than substances properly stored or otherwise present on the Real Property in the ordinary course
of the Company's business and with respect to "hazardous wastes" transported and disposed of in accordance with
the Hazardous Materials Laws (defined herein); (collectively referred to as "Incident") and (B) to the best of
the Company's knowledge no notice, requests, investigation, administrative order, consent order, agreement,
litigation, or settlement (collectively referred to herein as "Action") is proposed, threatened, anticipated, or
in existence with respect to the presence, suspected presence, or potential presence of any Hazardous Material on
or about the Real Property from any source.
(2) The Company shall (A) provide prompt written notice to the Issuer if any Hazardous Material is Incident
on the Real Property; (B) provide prompt written notice to the Issuer along with a photocopy thereof of any
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Action, orders, requests, notifications, or other written or verbal communication from any agency relating to the
presence, suspected presence, or potential presence of any Hazardous Material on the Real Property from any
source; and (C) provide prompt written notice to the Issuer in the event that the Real Property: (w) is not in
material compliance with requirements of applicable federal, state, or local laws, ordinances, or regulations
relating to any Hazardous Material materially adversely affecting the Real Property (collectively "Hazard
Material Laws"); (x) is subject to a federal or state investigation evaluating whether any remedial action is
needed to respond to the Incident; (y) is subject to a federal, state, or local lien in connection with remedial
action needed or taken to respond to any Hazardous Material; or (z) is the subject of claims made or threatened
by any third party against the Company and the Real Property relating to damage, contribution, cost recovery
compensation, loss, or injury resulting from any Hazardous Material or Hazardous Material Laws (collectively
"Hazardous Material Claims").
(3) The Issuer shall have the right (but not the obligation) to join and participate in, as a party if it so
elects, any legal proceedings or actions initiated in connection with any Hazardous Material Claims and to have
its reasonable attorneys' fees in connection therewith paid by the Company. The Company shall be solely
responsible for, and shall indemnify and hold harmless the Issuer, its directors, officers, employees, agents,
successors, and assigns from and against, any loss, damage, reasonable cost and expense, or liability directly or
indirectly arising out of or attributable to the Incident of Hazardous Material on or under the Real Property, or
resulting from or during the Company's occupancy thereof including, without limitation; (A) all foreseeable
consequential damages; (B) the costs of any required or necessary repair, cleanup, or detoxification of the Real
Property and the preparation and implementation of any closure, remedial, or other required plans; and (C) all
reasonable costs and expenses incurred by the Issuer in connection with clauses (A) and (B), including but not
limited to reasonable attorneys' fees.
(4) Except for the MOA, without the Issuer's prior written consent, which shall not be unreasonably
withheld, the Company shall not take any remedial action in response to the presence of any Hazardous Material
on, under, Incident upon, or about the Real Property, nor enter into any settlement agreement, consent decree, or
other compromise in respect to any Hazardous Material Claims, which remedial action, settlement, consent, or
compromise will, in the Issuer's reasonable judgement, materially impair the value of the Issuer's security
hereunder; provided, however, that the Issuer's prior consent shall not be necessary in the event that the
presence of Hazardous Material on, under, Incident upon, or about the Real Property either poses an immediate
threat to the health, safety, or welfare of any individual or is of such a nature that an immediate remedial
response is necessary and it is not possible to obtain the Issuer's consent before taking such action, provided
that in such event the Company shall notify the Issuer as soon as practicable of any action so taken. The Issuer
agrees not to withhold its consent, where such consent is required hereunder, if either (A) a particular remedial
action is ordered by a Court of competent jurisdiction or (B) the Company establish to the reasonable
satisfaction of the Issuer that there is no reasonable alternative to such remedial action which would result in
less impairment of the Issuer's security hereunder.
(5) The Company hereby agrees to indemnify the Issuer and hold the Issuer harmless from and against any and
all liability arising in any manner whatsoever out of any Hazardous Material on, about, Incident upon, the Real
Property during or resulting from the Company's occupancy thereof, including, without limitation, claims, losses,
damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments,
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remedial action requirements, enforcement actions of any kind, and reasonable costs and expenses incurred in
connection therewith (including but not limited to reasonable attorneys' fees and expenses), arising directly or
indirectly, in whole or in part, out of (A) the presence on or under the Real Property of any Hazardous Material
or any Incident of any Hazardous Material on, under, or from the Real Property; (B) any activity carried on or
undertaken on or off the Real Property by the Company or the Company's employees, agents, contractors, or
subcontractors during the term of this Head Lease in connection with the handling, treatment, removal, storage,
decontamination, clean-up, or Incident of any Hazardous Material at any time located or present on or under the
Real Property; and (C) any Hazardous Material Claims. The foregoing indemnity shall further apply to any residual
contamination on or under the Real Property, or affecting any natural resources, and to any contamination of any
property or natural resources arising in connection with the presence or Incident of any Hazardous Material, and
irrespective of whether any of such activities were or will be undertaken in accordance with applicable laws,
regulations, codes, and ordinances.
(6) The covenants, agreements, obligations, and liabilities of the Company under this subsection shall
survive termination of this Head Lease, conveyance of the Real Property either in lieu of foreclosure or pursuant
to power of sale, or the repayment of the Bonds and the discharge and release of the documents evidencing and
securing the Bonds.
(7) In the event of a conflict between the terms, covenants, obligations, or any other provisions contained
in this Subsection and those contained in any other section or subsection of this Head Lease, the terms,
covenants, obligations, and other provisions of this subsection shall control.
ARTICLE VII
Damage, Destruction, and Condemnation; Use of Net Proceeds
Section 7.1. Damage and Destruction. Unless the Company shall have exercised its option to prepay the
amounts payable under this Head Lease pursuant to the provisions of Section 11.2(a), if prior to full payment of
the Bonds (or provisions for payment thereof having been made in accordance with the provisions of the Indenture)
the Project or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty,
the Company shall be obligated to continue to pay the amounts specified in Section 5.3. The Company shall give
prompt written notice of any such destruction or damage in excess of $100,000 to the Issuer and the Bond Trustee.
Section 7.2. Application of Net Proceeds. All Net Proceeds of any insurance proceeds resulting from any
event described in Section 7.1 shall be applied in one or more of the following ways as shall be elected by the
Company in a written notice to the Issuer and the Bond Trustee:
(a) To the prompt repair, restoration, modification, or improvement of the Project by the Company, and
the Issuer does hereby authorize and direct the Bond Trustee to make disbursements from such separate fund
for such purposes or to reimburse the Company for costs paid by it in connection therewith upon receipt of a
requisition acceptable to the Bond Trustee signed in the name of the Company or Acxiom by any Officer
thereof or any other person or persons as may be designated and authorized in writing to sign for the
Company or Acxiom and forwarded to the Bond Trustee, stating with respect to each disbursement to be made:
(1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is
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due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly
incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous
disbursement. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to
the Company.
(b) To the redemption of the Bonds on the next succeeding interest payment date as specified in a
written notice by the Company to the Bond Trustee; provided, that no part of the Net Proceeds may be applied
for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon
prepayment of the amounts payable hereunder pursuant to Section 11.2(a) or (2) in the event that less than
all of the Bonds are to be redeemed, the Company shall furnish to the Issuer and the Bond Trustee an
Officer's Certificate of the Company acceptable to the Issuer and the Bond Trustee stating that (i) the
property forming the part of the Project that was damaged or destroyed by such casualty is not essential to
the use or possession of the Project by the Company or (ii) the Project has been repaired, restored,
modified, or improved to operate as designed.
(c) If the Series 2000-B Bonds have been fully paid or cancelled, as the Company shall otherwise direct.
Section 7.3. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of
any repair, restoration, modification, or improvement referred to in Section 7.2(a), the Company will nonetheless
complete the work and will pay any cost in excess of the amount of the Net Proceeds held by the Bond Trustee. The
Company agrees that if by reason of any such insufficiency of the Net Proceeds the Company shall make any
payments pursuant to the provisions of this Section, the Company shall not be entitled to any reimbursement
therefor from the Issuer, the Bond Trustee, or the owners of any of the Bonds, nor shall the Company be entitled
to any diminution of the amounts payable under Section 5.3.
Section 7.4. Cooperation of Issuer. The Issuer shall cooperate fully with the Company at the expense of the
Company in filing any proof of loss with respect to any insurance policy covering the casualties described in
Section 7.1 and will, to the extent it may lawfully do so, permit the Company to litigate in any proceeding
resulting therefrom in the name and behalf of the Issuer. In no event will the Issuer voluntarily settle, or
consent to the settlement of, any proceeding arising out of any insurance claim without the written consent of
the Company.
Section 7.5. Rights of Parties in Event of Condemnation; Bonds Protected in Any Event.
A. If during the Lease Term title to all or substantially all of the leased premises shall be taken or
condemned by a competent authority for any public use or purpose, then this Head Lease shall terminate at
midnight on the 15th day after the vesting of title in such authority and rent shall be paid to and adjusted as
of that day. In that event, subject to the subsequent provisions of this Section, the condemnation award shall
belong to the Issuer and shall be paid to the Bond Trustee and deposited into the Debt Service Fund (subject to
the provisions of the Indenture and this Head Lease) and the Company hereby assigns the award to the Issuer. In
the event the net condemnation award (being the gross amount awarded less all attorney's fees and other expenses
and costs in the condemnation proceeding) together with the amount then in the Debt Service Fund shall be
insufficient to pay in full, on the redemption date fixed by the Company pursuant to the provisions of Section
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3.03 of the Indenture, the amount necessary to pay all principal, premium, if any, interest, the Bond Trustee's
fees, and all other costs of redemption (all of which, for purposes of this Section, shall be called "total bond
redemption expense"), the Company agrees to pay, promptly upon payment of the condemnation award, as additional
rent under this Head Lease, the amount by which the total bond redemption expense shall exceed the net
condemnation award plus the amount then on deposit in the Debt Service Fund. The Company's agreement to pay
additional rent pursuant to this Section shall survive any termination of this Head Lease under this Section. For
the purposes of this Article, "all or substantially all of the leased premises" shall be deemed to mean a taking
of all of the leased premises or a taking of such substantial portion of the leased premises that the Company, as
determined by the Company in its sole discretion, cannot reasonably operate in the remainder in substantially the
same manner as before. In the event the net condemnation award, together with the amount in the Debt Service
Fund, shall be in excess of the amount necessary to pay the total bond redemption expense, the appropriate excess
shall belong to and be paid to the Company. To the extent that the sum of the net condemnation award plus the
amount then on deposit in the Debt Service Fund plus any amount previously paid to the owners of the Bonds on
account of the total bond redemption expense shall be less than the total bond redemption expense, the Company
agrees to pay such deficiency to the Issuer as additional rent hereunder. The Issuer agrees that it will not
voluntarily accept, without the prior approval of the Company, any condemnation award, and the Issuer agrees that
it will cooperate with the Company with the end in view of obtaining the maximum justifiable condemnation award.
B. If less than substantially all of the leased premises 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
Head Lease shall be affected or reduced in any way, and
(i) If any part of the improvements owned by the Issuer on the leased premises (improvements as used
herein shall include any item of the Issuer's equipment) is taken, the Company shall proceed to repair or
rebuild (repair or rebuild shall include replacement of any item of the Issuer's equipment) the remaining
part 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 the Company to make alterations so as to improve the
efficiency of the improvements; and
(ii) The entire condemnation award shall be paid to the Company, and the Issuer hereby assigns the same
to the Company for the use of the Company in repairing and rebuilding as provided in (i) above. The said
award shall be transferred to the Company in the same manner as is provided in Section 7.1 with respect to
insurance proceeds, provided that the words "Net Proceeds" there referred to shall for purposes hereof refer
to "net condemnation award." If the net condemnation award is in excess of the amount necessary to repair
and rebuild as specified in (i) above the excess shall be paid to the Company. If the net condemnation award
is less than the amount necessary for the Company to repair and rebuild as set forth in (i) above, the
Company shall nevertheless complete the repair and rebuilding work and pay the cost thereof; and
(iii) If no part of the improvements is taken, the net condemnation award shall be paid to the Company.
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C. In the event of taking under either A or B above, the Company shall have the right to participate at its
own expense in, and to offer proof in, the condemnation proceedings and to receive any award (by way of
negotiation, settlement, or judgment) which may be made for damages sustained by the Company by reason of the
condemnation; provided, however, nothing in this subsection C shall be construed to diminish or impair in any way
the Company's obligation under subsection A of this Section to pay as additional rent the amount of any
insufficiency of the net condemnation award and the funds in the Debt Service Fund to pay the total bond
redemption expense.
D. If the temporary use of the whole or any part of the leased premises shall be taken by right of, or
acquired pursuant to the threat of, eminent domain, this Head Lease shall not be thereby terminated and the
parties shall continue to be obligated under all of its terms and provisions, and the Company shall be entitled
to receive the entire amount of the award made for such taking, whether by way of damages, rent, or otherwise.
Section 7.6. Company Obligated to Continue Basic and Additional Rental Payments Until Condemnation Award
Available. In the event of a taking of all or substantially all of the leased premises as provided in Section 7.5
A, notwithstanding the provision therein that the rent shall be paid to and adjusted as of the 15th day after
vesting of title in the taking authority, the Company agrees to continue to make payment of the Basic Rent and
the additional rent until the condemnation award shall be actually received by the Issuer; provided, however, the
Company shall be repaid, solely out of the net condemnation award, the amount of rent so paid after the date
provided in Section 7.5 A for the adjustment of rent. This agreement to repay shall not be construed in any way
to impair or diminish the Company's obligations under Section 7.5 to pay as additional rent the amount of any
insufficiency of the net condemnation award and the moneys in the Debt Service Fund to pay the total bond
redemption expense.
Section 7.7. Right of Company to Participate in Condemnation Proceedings. The Company shall have the right
to participate in its own name in any negotiations or condemnation proceedings, but at its own expense, to resist
or defend condemnation, and to make any presentation or conduct any proceeding which in its discretion is
necessary or desirable to obtain any proper relief and, if the condemnation is concluded, to obtain the maximum
award justified by the taking, subject, however, at all times to the prior rights of the Issuer and the Bond
Trustee with respect to the indebtedness represented by the Bonds.
Section 7.8. Issuer's Covenant Not to Condemn. The Issuer covenants that it will not take or condemn any
part of the leased premises, or attempt to do so.
ARTICLE VIII
Special Covenants
Section 8.1. No Warranty of Condition or Suitability by Issuer. THE ISSUER MAKES NO WARRANTY, EITHER EXPRESS
OR IMPLIED, AS TO THE CONDITION OF THE PROJECT OR THAT IT WILL BE SUITABLE FOR COMPANY'S PURPOSES OR NEEDS.
Section 8.2. Inspection of the Project. The Company agrees that the Bond Trustee and the Issuer and their
duly authorized agents shall have the right at all reasonable times during business hours to enter upon the Real
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Property and to examine and inspect the Project without interference or prejudice to the Company's operations.
The Company further agrees that the Issuer and its duly authorized agents who are acceptable to the Company shall
have such rights of access to the Project as may be reasonably necessary to cause to be completed the
construction and installation provided for in Section 4.1.
Section 8.3. Acxiom to Maintain its Corporate Existence; Conditions under which Exceptions Permitted. Acxiom
will maintain its corporate existence and will not dissolve or otherwise dispose of all or substantially all of
its assets and will not consolidate with or merge into another corporation or permit one or more other
corporations to consolidate with or merge into it; provided, however, Acxiom may, without violating such
agreement, consolidate with or merge into another domestic corporation, or permit one or more other domestic
corporations to consolidate with or merge into it, or sell or otherwise transfer to another domestic corporation
(a domestic corporation means a corporation organized and existing under the laws of one of the states of the
United States of America) all or substantially all of its assets as an entirety and thereafter dissolve on the
condition that such surviving, resulting, or transferee corporation shall expressly assume in writing all of the
obligations of Acxiom contained in this Head Lease and the Bond Guaranty Agreement, shall have a consolidated
tangible net worth after the consolidation, merger, or sale of not less than 95 percent of the net worth of
Acxiom immediately prior to such consolidation, merger, or sale, and shall qualify or be qualified to do business
in the State. As used herein, "net worth" means the difference obtained by subtracting total consolidated
liabilities (not including as a liability any capital or surplus item) from total consolidated tangible assets
determined in accordance with generally accepted accounting principles applied on a consistent basis. Prior to
any such consolidation, merger, or sale, the Bond Trustee shall be furnished a certificate from the chief
financial officer of Acxiom or his deputy stating that in the opinion of such officer none of the covenants in
this Head Lease will be violated as a result of said consolidation, merger, or sale.
Section 8.4. Furnishing of Certain Information. The Company will permit any of the Bond Trustee's
representatives, at the Bond Trustee's expense, to visit and inspect the Project, to examine all of the Company's
books of account, records, reports, and other papers, to make copies and extracts therefrom, and to discuss their
respective affairs, finances, and accounts relating to the Project with their respective officers, employees, and
independent public accountants (and by this provision the Company authorizes its accountants to discuss the same)
all at such reasonable times and as often as may be reasonably requested; provided, however, that the Bond
Trustee shall hold such information in confidence and shall not use such information for any purpose other than
to determine whether the covenants, terms, and provisions of this Head Lease have been complied with by the
Company and to protect its interest under this Head Lease or where disclosure may be required by law. Nothing
herein shall be deemed to constitute a waiver of any accountant-client privilege during the pendency of
litigation between the Bond Trustee and the Company.
ARTICLE IX
Assignment, Subleasing, Pledging, and Selling; Redemption; Optional and Mandatory Prepayment of Rent; Abatement
of Rent
Section 9.1. Assignment and Subleasing. Neither the Company nor Acxiom may assign this Head Lease or sublet
the leased premises or part thereof, other than to Acxiom, without the prior written consent of the Issuer, which
consent shall not be unreasonably withheld; provided, however, that without the prior written consent of the
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Issuer the Company and/or Acxiom may assign and pledge as security its rights hereunder to Bank of America, N.A.,
or any affiliate thereof. Notwithstanding the foregoing, no assignment or subletting and no dealings or
transactions between the Issuer or the Bond Trustee and any sublessee or assignee shall relieve the Company or
Acxiom of any of its obligations under this Head Lease, and the Company and Acxiom 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 the Company and Acxiom.
It is understood and agreed that this Head Lease (and the leased premises and rents hereunder) will be
assigned and pledged to the Bond Trustee as security for the payment of the principal of and premium, if any, and
interest on the Bonds, but otherwise the Issuer shall not, without the prior written consent of the Company and
Acxiom, assign, encumber, sell, or dispose of all or any part of its rights, title, and interest in and to the
leased premises and this Head Lease, except to the Company in accordance with the provisions of this Head Lease
and to the Bond Trustee under the Indenture, but subject to the provisions set forth below, without the prior
written consent of the Company.
Section 9.2. Restrictions on Sale, Mortgage, or other Conveyance of Project by Issuer. The Issuer agrees
that, except for the assignment of this Head Lease and the rentals hereunder to the Bond Trustee pursuant to the
Indenture, it will not sell, assign, mortgage, pledge, transfer, or convey the Project during the Lease Term,
except as specifically provided in this Head Lease.
Section 9.3. Redemption of Bonds. The Issuer, at the request at any time of the Company and if the Bonds are
then callable, shall forthwith take all steps that may be necessary under the applicable redemption provisions of
the Indenture to effect redemption of all or part of the then outstanding Bonds, as may be specified by the
Company, on the earliest redemption date on which such redemption may be made under such applicable provisions or
upon the date set for the redemption by the Company pursuant to Section 11.2.
Section 9.4. Prepayment of Rents. To permit the redemption of Bonds pursuant to the exercise of any options
of the Company hereunder, and solely for that purpose, there is expressly reserved to the Company the right, and
the Company is authorized and permitted, at any time it may choose, to prepay all or any part of the rents
payable under Section 5.3, and the Issuer agrees that the Bond Trustee may accept such prepayment of rents when
the same are tendered by the Company. All rents so prepaid shall be credited on the rental payments specified in
Section 5.3, in the order of their maturities, and shall be used for the redemption of the Bonds in accordance
with the Indenture.
Section 9.5. Company Entitled to Certain Rent Abatement if Bonds Paid Prior to Maturity. If at any time the
moneys in the Debt Service Fund shall be sufficient to retire, in accordance with the provisions of the
Indenture, all of the Bonds Outstanding, and to pay all fees and charges of the Bond Trustee due or to become due
through the date on which the last of the Bonds is retired, under circumstances not resulting in termination of
the Lease Term, and if the Company is not at the time otherwise in default hereunder, the Company shall be
entitled to use and occupy the Project from the date on which such aggregate moneys are in the hands of the Bond
Trustee to and including the date on which the last of the Bonds is retired, without the payment of rent during
the interval (but otherwise on the terms and conditions hereof, in the absence of exercise of the purchase option
provided for in Section 11.4).
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Section 9.6. Reference to Bonds Ineffective After Bonds Paid or Cancelled. Upon payment in full or
cancellation of the Bonds or the return thereof marked paid in full (or provision for payment thereof having been
made in accordance with the provisions of the Indenture) and all fees and charges of the Bond Trustee, all
references in this Head Lease to the Bonds and the Bond Trustee shall be ineffective and neither the Bond Trustee
nor the Bondowners shall thereafter have any rights hereunder, saving and excepting those that shall have
theretofore vested.
ARTICLE X
Events of Default and Remedies
Section 10.1 Events of Default. Each of the following shall be an Event of Default:
(a) The Company shall fail to pay any Lease Payment on or prior to the date on which such Lease Payment
is due and payable;
(b) The Company shall default in the performance of or breach of any agreement, covenant, warranty, or
representation contained in this Head Lease (other than as specified in subsection (a) above), and the
continuation of such failure for a period of 30 days after notice thereof shall have been given to the
Company by the Issuer or the Bond Trustee, or for such longer period as the Issuer and the Bond Trustee may
agree to in writing; provided, that if the failure is other than the payment of money and is of such nature
that it can be corrected but not within the applicable period, that failure shall not constitute an Event of
Default so long as the Company institutes curative action within the applicable period and diligently
pursues that action to completion;
(c) The Company or Acxiom shall (1) institute a voluntary case under the Bankruptcy Code, as now or
hereafter constituted, or any other federal or state bankruptcy, insolvency, or similar law; (2) consent to
the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator,
or other similar official of the Company or Acxiom or any substantial portion of its property; (3) make any
assignment for the benefit of creditors; (4) admit in writing its inability generally to pay its debts
generally as they become due; or (5) take corporate action in furtherance of any of the foregoing;
(d) (1) A decree or order for relief by a court having jurisdiction of the Company or Acxiom adjudging
the Company or Acxiom as insolvent or approving as properly filed a petition seeking reorganization,
arrangement, adjustment, or composition in respect of the Company or Acxiom in an involuntary case under the
Bankruptcy Code, as now or hereafter constituted or any other federal or state bankruptcy, insolvency, or
similar law shall have been filed with respect to the Company or Acxiom; (2) a receiver, liquidator,
assignee, custodian, trustee, sequestrator, or other similar official of the Company or Acxiom or of any
substantial portion of the Company's or Acxiom's property shall have been appointed; or (3) a decree for the
winding up or liquidation of the Company's or Acxiom's affairs shall have been entered and such decree or
order shall have continued unstayed and in effect for a period of 60 consecutive days;
Notwithstanding the foregoing, if, by reason of Force Majeure (as hereinafter defined), the Company is
unable to perform or observe any agreement, term, or condition hereof which would give rise to an Event of
25
Default under subsection (b) hereof, the Company shall not be deemed in default during the continuance of such
inability. However, the Company shall promptly give notice to the Bond Trustee and the Issuer of the existence of
an event of Force Majeure and the Company shall use its best efforts to remove the effects thereof; provided that
the settlement of strikes or other industrial disturbances shall be entirely within its discretion. The term
Force Majeure shall mean, without limitation, the following: acts of God; strikes, lockouts, or other industrial
disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of
America or of the State or any of their departments, agencies, political subdivisions, or officials, or any civil
or military authority; insurrections; civil disturbances; riots; epidemics; landslides; lightning; earthquakes;
fires; hurricanes; tornadoes; storms; droughts; floods; arrests; restraint of government and people; explosions;
breakage, malfunction or accident to facilities, machinery, transmission pipes, or canals; partial or entire
failure of utilities; shortages of labor, materials, supplies, or transportation; or any other cause,
circumstance or event not reasonably within the control of the Company.
Section 10.2. Remedies on Default. Whenever an Event of Default shall have happened and be continuing, any
one or more of the following remedial steps may be taken:
(a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.02 of
the Indenture, the Bond Trustee shall declare all Lease Payments to be immediately due and payable,
whereupon the same shall be and become immediately due and payable;
(b) Re-enter and take possession of the Project without terminating this Head Lease and sublease the
Project for the account of the Company, holding the Company liable for the difference in the rent and other
amounts payable by such sublessee in such subleasing and the basic and additional rent payable by the
Company hereunder.
(c) Terminate the Lease Term, exclude the Company from possession of the Project, and use its best
efforts to lease the Project to another for the account of the Company.
(d) The Issuer or the Bond Trustee or the holders of a majority in aggregate principal amount of the
Outstanding Bonds may have access to, inspect, examine, and make copies of the books, records, accounts, and
financial data of the Company pertaining to the Project; or
(e) The Issuer or the Bond Trustee may pursue all remedies now or hereafter existing at law or in equity
to collect all amounts then due and thereafter to become due under this Head Lease or the Bond Guaranty
Agreement or to enforce the performance and observance of any other obligation or agreement of the Company
under those instruments.
Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will
or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity
bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Lease
Payments or applicable to Lease Payments and any other amounts which would be applicable to the payment of
amounts due under this Head Lease and the Indenture collected pursuant to action taken under this Section shall
26
be paid into the Debt Service Fund and applied in accordance with the provisions of the Indenture or, if the
Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid
as provided in the Indenture for transfers of remaining amounts in the Bond Fund.
The provisions of this Section are subject to the further limitation that the rescission by the Bond Trustee
of its declaration that all of the Bonds are immediately due and payable may but need not constitute an annulment
of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of
the consequences of that declaration and of the Event of Default with respect to which that declaration has been
made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or
impair any right consequent thereon.
Section 10.3. No Remedy Exclusive. No remedy conferred upon or reserved to the Issuer or the Bond Trustee by
this Head Lease 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 Head Lease or the Bond
Guaranty Agreement, now or hereafter existing at law, in equity, or by statute. No delay or omission to exercise
any right or power accruing upon any default shall impair that right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Issuer or the Bond Trustee to exercise any remedy reserved to it in this
Article, it shall not be necessary to give any notice, other than any notice required by law or for which express
provision is made herein.
Section 10.4. Agreement to Pay Attorneys' Fees and Expenses. If an Event of Default should occur and the
Issuer or the Bond Trustee should incur expenses, including attorneys' fees, in connection with the enforcement
of this Head Lease or the Bond Guaranty Agreement or the collection of sums due thereunder, the Company shall
reimburse the Issuer and the Bond Trustee, as applicable, for the reasonable expenses so incurred upon demand.
Section 10.5. No Waiver. No failure by the Issuer or the Bond Trustee to insist upon the strict performance
by the Company of any provision hereof shall constitute a waiver of the right to strict performance and no
express waiver shall be deemed to apply to any other existing or subsequent right to remedy the failure by the
Company to observe or comply with any provision hereof.
Section 10.6. Notice of Default. The Company or the Issuer shall notify the Bond Trustee immediately if it
becomes aware of the occurrence of any Event of Default hereunder or of any fact, condition or event which, with
the giving of notice or passage of time or both, would become an Event of Default.
Section 10.7. Equitable Relief. The Issuer, the Company, and the Bond Trustee shall each be entitled to
specific performance, injunctive, or other appropriate equitable relief for any breach or threatened breach of
any of the provisions of this Head Lease, notwithstanding the availability of an adequate remedy at law, and each
party hereby waives the right to raise such defense in any proceeding in equity.
27
ARTICLE XI
Options in Favor of Company
Section 11.1. Extraordinary Optional Redemption. The Company shall have, subject to the conditions
hereinafter imposed, the option to direct the redemption of the entire unpaid principal balance of the Bonds in
accordance with Section 3.03 and other applicable provisions of the Indenture upon the occurrence of any of the
following events.
(a) The Project shall have been damaged or destroyed to such an extent that (1) it cannot reasonably be
expected to be restored, within a period of six months, to the condition thereof immediately preceding such
damage or destruction or (2) its normal use and operation is reasonably expected to be prevented for a
period of six consecutive months.
(b) Title to, or the temporary use of, all or a significant part of the Real Property or the Project
shall have been taken under the exercise of the power of eminent domain, or sold in lieu thereof, (1) to
such extent that the Project cannot reasonably be expected to be restored within a period of six months to a
condition of usefulness comparable to that existing prior to the taking or (2) as a result of the taking,
normal use and operation of the Project is reasonably expected to be prevented for a period of six
consecutive months.
(c) As a result of any changes in the Constitution of the State, the Constitution of the United States
of America, or state or federal laws or as a result of legislative or administrative action (whether state
or federal) or by final decree, judgment, or order of any court or administrative body (whether state or
federal) entered after the contest thereof by the Issuer or the Company in good faith, this Head Lease shall
have become void or unenforceable or impossible of performance in accordance with the intent and purpose of
the parties as expressed in this Head Lease, or if unreasonable burdens or excessive liabilities shall have
been imposed with respect to the Real Property or the Project or the operation thereof, including, without
limitation, federal, state, or other ad valorem, property, income, or other taxes not being imposed on the
date of this Head Lease other than ad valorem taxes presently levied upon privately owned property used for
the same general purpose as the Project.
To exercise its option provided for in this Section, the Company, within 90 days following the event
authorizing the exercise of that option, shall give notice to the Issuer and to the Bond Trustee specifying the
date on which the Company will deliver the funds required for redemption, which date shall be not more than 90
days from the date that notice is mailed, and shall make arrangements satisfactory to the Bond Trustee for the
giving of the required notice of redemption.
The amount payable by the Company in the event of its exercise of the option granted in this Section shall be
the sum of the following:
(i) An amount of money which, when added to the moneys and investments held to the credit of the Debt
Service Fund, will be sufficient pursuant to the provisions of the Indenture to pay, at par, and discharge
all then Outstanding Bonds on the earliest applicable redemption date, plus
28
(ii) An amount of money equal to all other payments, fees, and expenses relating to the Bonds accrued
and to accrue until actual final payment and redemption of the Bonds, including amounts to be paid to the
Bond Trustee.
The requirement of (ii) above with respect to additional payments to accrue may be met if provisions
satisfactory to the Bond Trustee and the Issuer are made for paying those amounts as they accrue.
The Company also shall have the option, in the event that title to or the temporary use of a portion of the
Real Property or the Project shall be taken under the exercise of the power of eminent domain, or sold in lieu
thereof, even if the taking is not of such nature as to permit the exercise of the redemption option upon an
event specified in (b) above, to direct the redemption, at a redemption price of 100 percent of the principal
amount thereof prepaid, plus accrued interest to the redemption date, of that part of the outstanding principal
balance of the Bonds (rounded downward to the nearest Authorized Denomination) as may be payable from the
proceeds received by the Company (after the payment of costs and expenses incurred in the collection thereof)
received in the eminent domain proceeding or related sale, provided, that, the Company shall furnish to the
Issuer and the Bond Trustee a certificate of an engineer stating that (1) the property comprising the part of the
Project taken is not essential to continued operations of the Real Property or the Project in the manner existing
prior to that taking, or (2) other improvements have been acquired or made which are suitable for the continued
operation of the Project.
The rights and options granted to the Company in this Section may be exercised whether or not the Company is
in default hereunder; provided, that such default will not relieve the Company from performing those actions
which are necessary to exercise any such right or option granted hereunder.
Section 11.2. Conveyance on Exercise of Option to Acquire Legal Title. At the closing of the purchase
pursuant to the exercise of any option to acquire legal title granted herein, or upon payment in full of its
obligations pursuant to Section 7.5 A or 11.3, the Issuer will upon receipt of the purchase price deliver to the
Company the following:
(a) If the Indenture shall not at the time have been satisfied in full, a release from the Bond Trustee
of the property being acquired from the lien of the Indenture.
(b) Documents conveying to the Company good and marketable title to the property being acquired, as such
property then exists, subject to the following: (i) those liens and encumbrances, if any, to which title to
said property was subject when conveyed to the Issuer; (ii) those liens and encumbrances created by the
Company or to the creation or suffering of which the Company consented; (iii) those liens and encumbrances
resulting from the failure of the Company to perform or observe any of the agreements on its part contained
in this Head Lease; (iv) Permitted Encumbrances other than the Indenture and this Head Lease; and (v) the
rights and title of the condemning authority with respect to Section 7.5 A.
Section 11.3. Option to Acquire Legal Title Upon Full Payment, Cancellation, or Return of the Bonds. The
Company shall have and is hereby granted an option to purchase and acquire legal title to and the Issuer agrees
29
to sell the Project at or at any time during or after the expiration or sooner termination of the Lease Term
following full payment or cancellation of the Bonds (or provision for payment thereof having been made in
accordance with the provisions of the Indenture) or the return to the Issuer of the Bonds marked "Paid in Full"
for a price of $10. At the closing of the foregoing purchase, the Issuer will deliver to the Company the
documents referred to in Section 11.2.
The rights and options granted to the Company in this Section may be exercised whether or not the Company is
in default hereunder; provided, that such default will not relieve the Company from performing those actions
which are necessary to exercise any such right or option granted hereunder.
ARTICLE XII
Miscellaneous
Section 12.1. Notices. All notices, certificates, or other communications hereunder shall be sufficiently
given and shall be deemed given when mailed by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
Company: First Security Bank, National Association
79 South Main Street
Salt Lake City, UT 84111
Attention: Val T. Orton, Vice President
Telephone: (801) 246-5300
Telecopy: (801) 246-5053
With a copy to:
Bank of America, N.A.
555 California Street, 41st Floor
San Francisco, CA 94104-1503
Attention: Kevin Leader, Managing Director
Telephone: (415) 622-4585
Telecopy: (415) 622-4585
Acxiom Acxiom Corporation
1 Information Way
Little Rock, AR 72202
Attention: Jerry C. Jones,
Business Development/Legal Leader
Telephone: (501) 252-1350
Telecopy: (501) 252-5395
30
Issuer: City of Little Rock, Arkansas
City Hall, Room 203
500 West Markham Street
Little Rock, AR 72201
Attention: Cy Carney, City Manager
Telephone: (501) 371-4510
Telecopy: (501) 371-4498
Bond Trustee: First Security Bank, National Association,
79 South Main Street
Salt Lake City, UT 84111
Attention: Val T. Orton, Vice President
Telephone: (801) 246-5300
Telecopy: (801) 246-5053
A duplicate copy of each notice, certificate, or other communication given hereunder by either the Issuer or
the Company to the other shall also be given to the Bond Trustee. The Issuer, the Company, and the Bond Trustee
may, by notice given hereunder, designate any further or different address to which subsequent notices,
certificates, or other communications shall be sent.
Section 12.2. Binding Effect. This Head Lease shall inure to the benefit of and shall be binding upon the
Issuer, the Company, Acxiom, and their respective successors and assigns, subject, however, to the limitations
contained in Sections 9.1 and 9.2.
Section 12.3. Severability. In the event any provision of this Head Lease shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable
any other provision hereof.
Section 12.4. Amendments, Changes, and Modifications. Except as otherwise provided in this Head Lease or in
the Indenture, subsequent to the initial issuance of Bonds and prior to their payment in full (or provision for
the payment thereof having been made in accordance with the provisions of the Indenture), this Head Lease may not
be effectively amended, changed, modified, altered, or terminated without the concurring written consent of the
Bond Trustee given in the manner and subject to the approval of owners of the Bonds as provided in Section 10.08
of the Indenture.
Section 12.5. Priority of Head Lease. This Head Lease (as it may be amended or supplemented pursuant to the
provisions hereof) and the estate of the Company hereunder are and shall continue to be superior and prior to the
Indenture (as it may be amended or supplemented).
Section 12.6. Execution Counterparts. This Head Lease may be executed in counterparts, each of which shall
be an original and all of which shall constitute one and the same instrument.
Section 12.7. Captions. The captions or headings of this Head Lease are for convenience only and in no way
define, limit, or describe the scope or intent of any provisions of this Head Lease.
31
Section 12.8. Security Agreement; Recording and Filing.
(a) This Head Lease is also a security agreement under the Uniform Commercial Code of the State, and it is
contemplated by the parties that a security interest (i) in the rentals and other money due from the Company to
the Issuer hereunder, (ii) the Leased Equipment, and (iii) certain other interests of the Issuer, will be granted
to the Bond Trustee pursuant to the Indenture.
(b) This Head Lease or a memorandum thereof and the Indenture shall be recorded in the Office of the Circuit
Clerk and Ex-Officio Recorder of Pulaski County, Arkansas, or in such other office as may at the time be provided
by law as the proper place for the recordation thereof.
(c) The Company hereby agrees to execute one or more financing statements and renewals thereof with respect
to the security interests granted by this Head Lease and to file such statements or renewals thereof in any
appropriate public office. The Company hereby delegates to the Bond Trustee the authority to execute such
renewals on its behalf.
Section 12.9. Law Governing Construction of Head Lease. This Head Lease shall be governed by, and construed
in accordance with, the laws of the State.
Section 12.10. Limitation of Liability of the Company. Other than with respect to the representations,
warranties, and covenants of the Company set forth in Section 2.2, and without limiting any of the Company's
rights under this Head Lease, including without limitation the right to purchase the Project under Section 11.3,
all representations, warranties, and covenants of the Company made in this Head Lease shall also be deemed to
have been made by Acxiom, and the Company shall have no liability to the Issuer, the Bond Trustee, or any other
party claiming by or through them, and all such parties hereby expressly waive and release the Company from any
such liability for any breach of any such representation, warranty, or covenant; it being understood that the
Issuer and the Bond Trustee shall rely solely on Acxiom for the performance of all such representations,
warranties, and covenants and with respect to any liability resulting from the breach thereof as if such
representations, warranties, and covenants were made directly by Acxiom and not the Company and performance by
Acxiom thereof shall be considered performance pro tanto by the Company.
[The balance of this page left blank intentionally.]
32
Signature Pages of the Head Lease Agreement
IN WITNESS WHEREOF, the parties hereto have executed these presents as of the day and year first above
written.
City of Little Rock, Arkansas, Issuer
By:_________________________________
Jim Dailey, Mayor
ATTEST:
By:_________________________________
Nancy Wood, City Clerk
First Security Bank, National Association, not in
its individual capacity but solely as Owner Trustee
under the AC Trust 2000-1
By:_________________________________
Val T. Orton, Vice President
Acxiom Corporation
By:_________________________________
Jerry C. Jones,
Business Development/Legal Leader
Acknowledgment Pages of the Head Lease Agreement
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss
COUNTY OF PULASKI )
On this ____ day of October, 2000, before me, a Notary Public duly commissioned, qualified and acting,
within and for the County and State aforesaid, appeared in person the within named Jim Dailey and Nancy Wood,
Mayor and City Clerk, respectively, of the City of Little Rock, 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 City, 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 on the date first above written.
____________________________________
Notary Public
My commission expires:
____________________________________
ACKNOWLEDGMENT
STATE OF ______________ )
) ss
COUNTY OF ____________ )
On this ____ day of October, 2000, before me, a Notary Public duly commissioned, qualified and acting,
within and for the County and State aforesaid, appeared in person the within named Val T. Orton, Vice President
of First Security Bank, National Association, not in its individual capacity but solely as Owner Trustee under
the AC Trust 2000-1, a grantor trust created pursuant to the terms and conditions of a Trust Agreement (the
"Trust Agreement") between the several holders from time to time as parties thereto, as holders, and First
Security Bank, National Association, 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 bank, 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 on the date first above written.
____________________________________
Notary Public
My commission expires:
____________________________________
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss
COUNTY OF PULASKI )
On this ____ day of October, 2000, before me, a Notary Public duly commissioned, qualified and acting,
within and for the County and State aforesaid, appeared in person the within named Jerry C. Jones, Business
Development/Legal Leader of Acxiom Corporation, a Delaware corporation, 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
corporation, 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 on the date first above written.
____________________________________
Notary Public
My commission expires:
____________________________________
EXHIBIT A
TO THE HEAD LEASE AGREEMENT BY AND AMONG THE CITY OF LITTLE ROCK, ARKANSAS, AS LESSOR; FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE UNDER THE AC TRUST 2000-1, AS
LESSEE; AND ACXIOM CORPORATION
Real Property Description
The following described lands situated in the County of Pulaski, State of Arkansas:
PARCEL 1:
Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12, Block 14, Pope's Addition to the City of Little Rock, Pulaski
County, Arkansas, as shown on the Plat recorded in Plat Book H, Page 30, records of Pulaski
County, Arkansas;
LESS AND EXCEPT THE FOLLOWING:
TRACT A:
A part of Lot 6, Block 14, Pope's Addition to the City of Little Rock, Pulaski County, Arkansas
being more particularly described as follows:
BEGINNING at the NE Corner of said Lot 6 thence S 09°23'25" W, along the West
Right of Way line of Ferry Street, 19.99 feet; thence along a curve to the
left having a radius of 20.00 feet, an arc of 31.40 feet and a chord bearing
and distance of N 35°35'38" W, 28.28 feet to the South Right of Way line of
East 3rd Street; thence S 80°34'41" E, along said South Right of Way line,
19.99 feet to the POINT OF BEGINNING. Containing 0.002 Acres (86 Sq. Ft.) more
or less.
AND
TRACT B:
A part of Lot 1, Block 14, Pope's Addition to the City of Little Rock, Pulaski County, Arkansas
being more particularly described as follows:
BEGINNING at the SE Corner of said Lot 1 thence N 80°28'37" W, along the North
Right of Way line of East 4th Street, 20.05 feet; thence along a curve to the
left having a radius of 20.00 feet, an arc of 31.46 feet and a chord bearing
and distance of N 54°27'24" E, 28.32 feet to the West Right of Way line of
Ferry Street; thence S 09°23'25" W, along said West Right of Way line, 20.05
feet to the POINT OF BEGINNING. Containing 0.002 Acres (86 Sq. Ft.) more or
less.
A-1
PARCEL 2:
Lots 1 through 12, Block 15, Pope's Addition to the City of Little Rock, Pulaski County,
Arkansas, as shown on the Plat recorded in Plat Book H, Page 30, records of Pulaski County,
Arkansas and the alley running North and South through said Block 15, which was closed by City
Ordinance No. 13,896, a certified copy of which is filed for record as Instrument No. 80-46764,
records of Pulaski County, Arkansas;
LESS AND EXCEPT THE FOLLOWING:
TRACT C:
A part of Lot 12, Block 15, Pope's Addition to the City of Little Rock, Pulaski County,
Arkansas being more particularly described as follows:
BEGINNING at the SW Corner of said Lot 12 thence N 09°25'37" E, along the East
Right of Way line of Commerce Street, 19.97 feet; thence along a curve to the
left having a radius of 20.00 feet, an arc of 31.38 feet and a chord bearing
and distance of S 35°31'30" E, 28.26 feet to the North Right of Way line of
East 4th Street, thence N 80°28'37" W, along said North Right of Way line,
19.97 feet to the POINT OF BEGINNING. Containing 0.002 Acres (86 Sq. Ft.) more
or less.
AND
TRACT D:
A part of Lot 7, Block 15, Pope's Addition to the City of Little Rock, Pulaski County, Arkansas
being more particularly described as follows:
BEGINNING at the NW Corner of said Lot 7 thence S 80°26'59" E, along the South
Right of Way line of East 3rd Street, 20.04 feet; thence along a curve to the
left having a radius of 20.00 feet, an arc of 31.46 feet and a chord bearing
and distance of S 54°29'19" W, 28.31 feet to the East Right of Way line of
Commerce Street; thence N 09°25'37" E, along said East Right of Way line,
20.04 feet to the POINT OF BEGINNING. Containing 0.002 Acres (86 Sq. Ft.) more
or less.
PARCEL 3:
All that part of Sherman Street between 3rd and 4th Streets and the Alley within Block 14 in
Pope's Addition to the City of Little Rock, Arkansas, which was closed by City Ordinance No.
18,026, a Certified copy of which was filed for record on September 23, 1999 and recorded as
Instrument No. 99-76741, records of Pulaski county, Arkansas;
A-2
together with all rights, structures, easements, alleys, rights-of-ways, improvements,
fixtures, or privileges located thereon or appertaining thereto.
A-3
EXHIBIT B
TO THE HEAD LEASE AGREEMENT BY AND AMONG THE CITY OF LITTLE ROCK, ARKANSAS, AS LESSOR; FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE UNDER THE AC TRUST 2000-1, AS
LESSEE; AND ACXIOM CORPORATION
Form of Requisition Certificate
Requisition No.: ______ Date: ________________________
First Security Bank, National Association, Corporate Trust Department:
This certificate is provided to you pursuant to Section 4.2 of the Head Lease Agreement, dated as of May 1,
2000 (the "Head Lease"), among the City of Little Rock, Arkansas (the "Issuer"); First Security Bank, National
Association, not in its individual capacity but solely as Owner Trustee under the AC Trust 2000-1 (the "Lessee");
and Acxiom Corporation ("Acxiom"); and in accordance with Section 4.02 of the Trust Indenture, dated as of May 1,
2000 (the "Indenture"), between the Issuer and First Security Bank, National Association, as Bond Trustee.
Capitalized terms used in this certificate have the same meanings given such terms in the Head Lease.
On behalf of Acxiom, the undersigned, a duly authorized officer of Acxiom, do hereby certify as follows:
(i) There has been expended, or is being expended concurrently with the delivery of this certificate (or
in the case of interest to be transferred to the Debt Service Fund after the Completion Date, will be
expended within one year after the Completion Date), an amount on account of Project Costs or Issuance Costs
at least equal to $_______________, which amount is hereby requisitioned for disbursement; and
(ii) No other certificate in respect of the expenditures set forth in clause (i) above is being or has
previously been delivered to the Bond Trustee.
You are hereby directed to pay the amount of $______________ (which is the amount requisitioned by clause
(i) above) from proceeds of the Bonds
to _______________________________________________________________ (payee)
by ___________________________________________________ (method of payment).
You are hereby directed to transfer $_______________ to the Debt Service Fund for interest during
construction.
Acxiom Corporation
By: ________________________________
Name/Title: _________________________
B-1