Res 72-97 RESOLUTION NO. 97-72
~AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated
as of ~f~/~,7' by and among Landmark National Bank of Fort Lauderdale, a
Nationa~ Banking Association organized and existing under the laws of the State of Florida and
having its principal corporate trust office at Ft. Lauderdale, Florida ("Prior Trustee") and THE
BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of
the State of New York and having its principal corporate trust office at 101 Barclay Street, Floor
21 West, New York, New York 10286 ("Successor Trustee").
RECITALS:
WHEREAS, the Issuer and Prior Trustee entered into [a Trust Indenture dated as of
December 1, 1985] by and between the Issuer and the Prior Trustee (the "Indenture").
WHEREAS, the bonds (as such term is defined in the Indenture) were originally
authorized and issued under the Indenture;
WHEREAS, the Issuer desires to appoint Successor Trustee as Trustee, PayingAgent
and Registrar to succeed Prior Trustee in such capacities under the Indenture; and
WHEREAS, Successor Trustee is willing to accept such appointment as Successor
Trustee, Paying Agent and Registrar under the Indenture;
NOW, THEREFORE, the Issuer, Prior Trustee and Successor Trustee, for and in
consideration of the premises of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby consent and agree as follows:
ARTICLE I
THE PRIOR TRUSTEE
SECTION 1.01 Prior Trustee hereby resigns as Trustee under the Indenture.
SECTION 1.02 Prior Trustee hereby assigns, transfers, delivers and confirms to
Successor Trustee all right, title and interest of Prior Trustee in and to the trusts of the Trustee
under the Indenture and all the rights, powers and trusts of the Trustee under the Indenture. Prior
Trustee shall execute and deliver such further instruments and shall do such other things as
Successor Trustee may reasonably require as to more fully and certainly vest and confirm in °
Successor Trustee all the rights, powers and trusts hereby assigned, transferred, delivered and
confirmed to Successor Trustee as Trustee, Paying Agent and Registrar.
ARTICLE II
THE ISSUER
SECTION 2.01 The Issuer hereby accepts the resignation of Prior Trustee as Trustee,
Paying Agent and Registrar under the Indenture.
SECTION 2.02 All conditions relating to the appointment of The Bank of New York
as Successor Trustee, Paying Agent and Regis.trar under the Indenture have been met by the
Issuer, and the Issuer hereby appoints Successor Trustee as Trustee, Paying Agent and Registrar
under the Indenture with like effect as if originally named as Trustee, Paying Agent and
Registrar in the Indenture.
ARTICLE III
THE SUCCESSOR TRUSTEE
SECTION 3.01 Successor Trustee hereby represents and warrants to Prior Trustee and
to the Issuer that Successor Trustee is not disqualified to act as Trustee under the Indenture.
SECTION 3.02 Successor Trustee hereby accepts its appointment as Successor
Trustee, Paying Agent and Registrar under the Indenture and accepts the rights, powers, duties
and obligations of Prior Trustee as Trustee, Paying Agent and Registrar under the Agreement,
upon the terms and conditions set forth therein, with like effect as if originally named as Trustee,
Paying Agent and Registrar under the Indenture.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01 This Agreement and the resignation, appoi~otment and acceptance
effected hereby shall be effective as of the opening of business on ,d~,,/,~,/ff~7' ·
SECTION 4.02 This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida.
SECTION 4.03 This Agreement may be executed in any number of counterparts each
of which shall be an original, but such counterparts shall together constitute but one and the same
instrument.
RESOLUTION NO. 97-72
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation,
Appointment and Acceptance to be duly executed and acknowledged and their respective seals to
be affixed hereunto and duly attested all as of the day and year first above written.
[SEAL]
The City of Delray Beach, Florida
the Issuer
Attest: NamBY: e/3a~~p~
Name: Barbara Garito
Approved as to fornl and
Title: Deputy City Clerk ~_ficiency:--' -';~
City Attorney
NationsBank, lq.A. formerly
Nat±ons Bank of Flor±da, N.A., formerly
aks~r~o~r~s~,~ ar~ional Bank of Ft. Lauderdal(
I / / /--
Attest: By:
Na
.~_ ~ Title: Trust Officer
Title: Assistant Vt~e President
[SEAL]
THE BANK OF NEW YORK, as
Successor Trustee
~ 3 ' ATitle: E. BENNETT
Assistant Treasurer
Title:
Assi tat Tr ,r r
RESOLUTION NO. 97-72
MEMORANDUM
To: David T. Harden, City Manager
From: Joseph ector of Finance
Subject: Industrial Revenue Bonds, Series 1985
Date: September 17, 1997
The attached is a tri-party agreement by resolution between the City of Delray Beach
("Conduit Issuer"), NationsBank ("Prior Trustee"), and the Bank of New York
("Successor Trustee") with respect to the Industrial Revenue Bonds, Series 1985. These
bonds were issued for the purpose of financing the Seneca Group Park 10 Project. In this
agreement, NationsBank agrees to resign as Trustee and agrees to transfer all rights and
duties to the Bank of New York. The Bank of New York agrees to accept these duties and
rights and to accept the appointment by the City as Trustee, Paying Agent and Registrar.
We recommend that this resolution, which is required under the Indenture, be placed on
the next available agenda for Commission approval.
c: R. S. O'Connor, Treasurer