Arkansas Code
APPENDIX — TITLE 19 BOND ISSUES
21. GVAB Facilities Project — Acts 2015 (1st Ex. Sess.), Nos. 9 and 10.

SECTION 1. Legislative findings and intent.
SECTION 2. Definitions.
As used in Sections 2 through 5 of this act:
SECTION 3. Declaration of qualified Amendment 82 project — Authorization to execute the Amendment 82 Agreement.
SECTION 4. GVAB and additional products production project bonds issued under Arkansas Constitution, Amendment 82.
SECTION 5. Implementation of the Amendment 82 Agreement.
SECTION 6. Amendment 82 Agreement between the State of Arkansas and Lockheed Martin Corporation.
AMENDMENT 82 AGREEMENTbetweenTHE STATE OF ARKANSASandLOCKHEED MARTIN CORPORATION_________, 2015AMENDMENT 82 AGREEMENT
THIS AMENDMENT 82 AGREEMENT (this “Agreement”) is made and entered into by and between the State of Arkansas (the “State”) and Lockheed Martin Corporation, a corporation organized under the laws of the State of Maryland (the “Sponsor”).
WITNESSETH
WHEREAS, the State, under Amendment 82 to its Constitution, may issue general obligation bonds to finance infrastructure or other needs to attract large economic development projects; and
WHEREAS, the Sponsor proposes to locate such a project in the State by way of building, improving, and operating new and existing manufacturing facilities for the production of products not now made at Sponsor's existing facility and employing State residents in connection therewith; and
WHEREAS, the State proposes to issue bonds under Amendment 82 and grant a portion of the proceeds of the bonds' sale to the Sponsor to finance infrastructure or other needs in connection with the project; and
WHEREAS, in consideration of the grant, the Sponsor proposes to make certain commitments to the State regarding project development, employment, and compensation; and
WHEREAS, the Arkansas Economic Development Commission (the “Commission”), on behalf of the State, made a Formal Proposal dated December 11, 2014 (the “Formal Proposal”), to the Sponsor, and tendered to the Sponsor a Letter of Commitment dated April 16, 2015 (the “Letter of Commitment”), which the Sponsor accepted and agreed to on April [16], 2015; and
WHEREAS, the Arkansas Amendment 82 Implementation Act (the “Implementation Act”) requires that the State and the sponsor of a large economic development project enter into an Amendment 82 Agreement to evidence the terms and conditions on which the State will provide Amendment 82 bond financing in exchange for the sponsor's agreeing to make an investment and to locate a new business or substantially expand an existing business in the State in accordance with Amendment 82 and the Implementation Act; and
WHEREAS, in view of such requirement the State and the Sponsor enter into this Agreement;
NOW THEREFORE
In consideration of the mutual promises contained herein, the State and the Sponsor enter into this Agreement confirming the terms and conditions of the parties' binding agreement to proceed with funding for the project proposed by the Sponsor (the “Project” as defined in Paragraph 1 hereof), including the Amendment 82 Financing (as defined in Paragraph 8 hereof), as more fully set forth below:
Recapture Amount = 0.013 X Grant Amount Disbursed X(1 — (Actual Project FTEs / Project FTEs Agreed per Exhibit A))
Recapture Amount = 0.013 X Grant Amount Disbursed X(1 — ((Existing Facility FTEs + Excess Project FTEs) / 556))
Recapture Amount = 0.014 X Grant Amount Disbursed X(1 — (Actual Average Project FTE Wage / Average Project FTE Wage Agreed per Exhibit A))
If to the State: Office of the Governor State Capitol Room 250 Little Rock, Arkansas 72201 [email protected] [email protected] AND Office of the Attorney General 323 Center Street, Suite 200 Little Rock, Arkansas 72201 [email protected] AND Arkansas Department of Finance and Administration Office of the Director 1509 West Seventh Street, Suite 401 Little Rock, Arkansas 72203-3278 [email protected] AND Arkansas Economic Development Commission Attn: Executive Director 900 West Capitol Avenue, Suite 400 Little Rock, Arkansas 72201 [email protected] [email protected] AND Arkansas Development Finance Authority Attn: President 900 West Capitol Avenue, Suite 310 Little Rock, Arkansas 72201 [email protected] [email protected] If to the Arkansas Economic Development Commission Commission: Attn: Executive Director 900 West Capitol Avenue, Suite 400 Little Rock, Arkansas 72201 [email protected] AND Arkansas Economic Development Commission Attn: Bryan Scoggins 900 West Capitol Avenue, Suite 400 Little Rock, Arkansas 72201 [email protected] If to the Authority: Arkansas Development Finance Authority Attn: President 900 West Capitol Avenue, Suite 310 Little Rock, Arkansas 72201 [email protected] AND Arkansas Development Finance Authority Attn: Vice President, Development Finance 900 West Capitol Avenue, Suite 310 Little Rock, Arkansas 72201 [email protected] If to the Sponsor: Lockheed Martin Corporation Attn: Mr. Harold R. O’Neal Vice President, Production Operations Lockheed Martin Missiles and Fire Control 1701 W. Marshall Drive Dallas, Texas 75051 [email protected] AND Attn: James C. Mifsud Deputy General Counsel Lockheed Martin Missiles and Fire Control 5600 Sand Lake Road, MP-532 Orlando, Florida 32819 [email protected] AND Kathryn B. Hasse Director, Tactical Wheeled Vehicles Lockheed Martin Missiles and Fire Control 1701 W. Marshall Drive, M/S: SP-11 Dallas, Texas 75051 [email protected] With a copy to: LMC Properties, Inc. 100 S. Charles Street, Suite 1400 Baltimore, MD 21201 Attn: General Counsel [email protected]
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EXECUTED and DELIVERED as of _________, 2015.
THE STATE OF ARKANSAS
By: Governor, Asa Hutchinson
By: President Pro Tempore of the Senate,
Jonathan Dismang
By: Speaker of the House of Representatives,
Jeremy Gillam
By: Chief Fiscal Officer and Director of the
Department of Finance and Administration,
Larry Walther
By: Director of the Arkansas Economic
Development Commission,
Michael Preston
By: President of the Arkansas Development
Finance Authority, Aaron Burkes
THE SPONSOR
LOCKHEED MARTIN CORPORATION
By: Vice President, Production Operations,
Harold R. O’Neal
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Compensation Commitment
Project Employment Commitment
EXHIBIT B
Facilities Projects
Construction
• Test Track
• Test Building
•Parking Lots
•Access Roads
•Other construction necessary to support the project
Purchases and Installations
•HVAC Systems
•Furniture and Appliances
•Fencing
•Other purchases and installations necessary to support the project
Building Equipment
Bridge Cranes
•Warehouse racking
•Assembly Carts
•Other building equipment necessary to support the project
Quality Assurance Equipment
•Calibrators
•Automated Torque System
•Laser Trackers
•Other quality assurance equipment necessary to support the project
Wheeled Vehicles — Rolling Stock
•Forklifts
•Tugs
•Carts
•Trucks
•Other wheeled vehicles necessary to support the project
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EXHIBIT C
SECURITY PROTOCOL
Security Protocol Between Lockheed Martin Corporation, acting by and through its Missiles and Fire Control (“LMMFC”) Business Area (“Sponsor”) and the State of Arkansas (“State”) regarding the Letter of Commitment and the Amendment 82 Agreement for new products and existing facility improvements at the LMMFC Facility in Calhoun County, Arkansas.
SECTION 1. This protocol applies to the LMMFC Facility in Camden, Arkansas and the LMMFC Facilities in Dallas, Texas and Orlando, Florida. All documents, records and other information pertaining to disbursement requests pursuant to the Letter of Commitment between Lockheed Martin Corporation and the Arkansas Economic Development Commission and the Amendment 82 Agreement between Lockheed Martin Corporation and the State of Arkansas (“State”) covering LMMFC's Camden, Arkansas Facility are expected to be in Camden, Arkansas; Dallas, Texas; or Orlando, Florida.
PROCESS
Security Services
Business Operations
EXHIBIT D
REQUEST FOR GRANT DISBURSEMENT
TO: ARKANSAS DEVELOPMENT FINANCE AUTHORITY (“ADFA”) Attn: Vice President Development Finance 900 W. Capitol, Suite 310 Little Rock, AR 72201 ARKANSAS ECONOMIC DEVELOPMENT COMMISSION (“AEDC”) Attn: Director of Business Finance 900 W. Capitol, Suite 400 Little Rock, AR 72201 SPONSOR: Lockheed Martin Corporation RE: Amendment 82 Agreement
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REQUEST # ________ (the “Request”)
Balance Before this Request $83,000,000 Amount of this Request $ Balance After this Request $
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By signing below, Lockheed Martin Corporation (the “Sponsor”) represents and warrant to ADFA and AEDC that:
1. Sponsor in not in material default of any term or condition of the Amendment 82 Agreement.
2. The JLTV Contract, as defined by the Amendment 82 Agreement, has been issued to Sponsor, remains in full force and effect, and performance or payment under the JLTV Contract has not been stayed or enjoined.
3. All of the costs represented by this Request qualify as Eligible Costs as defined by the Amendment 82 Agreement.
4. Sponsor is not presently in material default under the DOD Contract, as defined by the Amendment 82 Agreement.
5. Sponsor is presently in compliance with each of the Commitments, as defined by the Amendment 82 Agreement.
6. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Amendment 82 Agreement.
7. Sponsor has actually paid or caused to be paid each of the costs and expenses for which reimbursement is sought by the Sponsor.
8. The attachments hereto include an itemization of each cost and expense for which reimbursement or payment is sought by the Sponsor.
IN WITNESS WHEREOF, Sponsor has duly executed and delivered this Request as of the date set forth below.
SPONSOR :
LOCKHEED MARTIN CORPORATION
By:
Name:
Title:
Date:
By authorizing payment under this Request, neither ADFA nor AEDC make any warranty or representation as to the quality of the Work completed or materials delivered for the Project or with respect to the compliance of the Plans or the Work with any Governmental Regulations, and ADFA and AEDC executes this Application for Advance solely for purposes of approving the disbursement of the Advance requested herein.
ARKANSAS ECONOMIC DEVELOPMENT ARKANSAS DEVELOPMENT FINANCE COMMISSION AUTHORITY By: By: Name: Name: Title: Title: Date: Date:
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