Res 25-88 RESOLUTION NO. 25-88
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DELRAY
BEACH, FLORIDA, APPROVING AND AUTHORIZING THE EXECUTION
OF A FIRST SUPPLEMENTAL TRUST INDENTURE BY AND BETWEEN
THE CITY OF DELRAY BEACH AND CITIZENS AND SOUTHERN TRUST
COMPANY (FLORIDA), NATIONAL ASSOCIATION, IN CONNECTION
WITH THE CITY'S $4,000,000 INDUSTRIAL DEVELOPMENT REVENUE
BONDS, 1985 SERIES (THE SENECA GROUP-PARK TEN PROJECT);
AUTHORIZING THE PROPER OFFICERS OF THE CITY TO DO ALL
OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION
WITH SUCH FIRST SUPPLEMENTAL TRUST INDENTURE AND
PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION.
WHEREAS, the City of Delray Beach (hereinafter, the "Issuer")
has' heretofore, issued its $5,000,000 Industrial Development Revenue
Bonds, 1985 Series° (the Seneca Group'Park Ten Project) (the "1985 Serie~
Bonds"), pursuant to the terms and provisions of the Trust Indenture,
dated as of December 1, 1985 (hereinafter, the "Trust Indenture"), by
and between the Issuer and Citizens and Southern Trust Company
(Florida), National Association, (hereinafter, the "Trustee"), said
Trustee being successor to Landmark First National Bank of Fort
Lauderdale, as original trustee under such Trust Indenture, the proceeds
of which were loaned to the Seneca Group, (hereinafter, the "Company"),
a general partnership organized and existing under the laws of Florida,
to pay the costs of constructing, installing and equipping a facility to
be used for a warehouse, office and showroom; and,
WHEREAS, Section 13.03 of the Trust Indenture permits
modification and alterations of the Trust Indenture which will affect
the times and amounts of payment of the principal of or redemption
premium, if any, or interest on the 1985 Series Bonds, provided that the
Company and all of the holders of the Bonds consent to such modification
or alteration; and,
WHEREAS, the Company and Citizens and Southern National Bank of
Fort Lauderdale (hereinafter, the "Bank"), as the Holder of the 1985
Series Bond have mutually agreed, to modify the methodology by which the
principal of the 1985 Series Bonds shall, from the date of the First
Supplemental Trust Indenture (herein referred to) to the final maturity
of the 1985 Series Bonds, be amortized, and,
WHEREAS, the Issuer finds that the modification of the method
by which the principal of the 1985 Series Bonds is to be amortized will
not be detrimental to the Bank or the Issuer,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
Section 1. That approval and Execution of the First
Supplemental Trust Indenture, the form of the First Supplemental Trust
Indenture presented at this meeting (and attached hereto as Exhibit A)
dated as of April 1, 1988, by and between the Issuer and the Trustee
(the "First Supplemental Trust Indenture"), is hereby approved and
adopted by the City Council, together with such changes, modifications
and deletions as may be deemed necessary and appropriate. The Mayor is
hereby authorized to execute and deliver on behalf of the City and the
City Clerk is hereby authorized to affix and attest to the seal of the
City in the form presented to this meeting together with such changes,
modifications and deletions as the Mayor may deem necessary, and
delivery thereof to be conclusive evidence of the approval thereof of
the City Council.
Section 2. That the Mayor of the City, the Clerk of the
City and any other proper official of the City, be and each of them is
hereby authorized and directed to execute and deliver any and all
documents and instruments including, but not limited to the execution of
the new 1985 Series Bond and to do all acts and things required of them
by the provisions of the First Supplemental Trust Indenture or deemed
necessary to effectuate the modification contained in the First
Supplemental Trust Indenture. The Trustee is hereby authorized and
directed to authenticate the new Series 1985 Bond reflecting the
modification contained in the First Supplemental Trust Indenture and
deliver such Series 1985 Bond to the Bank.
PASSED AND ADOPTED in regular session on this the 26th day of
April, 1988.
ATTEST:
?? City Clerk
//
EXHIBIT A
FIRST SUPPLEMENTAL TRUST INDENTURE
This First Supplemental Trust Indenture, dated as of
May 1, 1988, is by and between the City of Delray Beach, Florida,
a municipal corporation of the State of Florida (hereinafter
called the "Issuer") and Citizens and Southern Trust Company
(Florida), National Association, a national banking association
incorporated and existing under the laws of the United States of
America and having its principal corporate trust office in the
City of Fort Lauderdale, Florida (said trust company and any bank
or trust company becoming successor trustee under this First
Supplemental Trust Indenture being herein called the "Trustee"),
said Trustee being successor to Landmark First National Bank of
Fort Lauderdale, as trustee under that certain Trust Indenture,
dated as of December 1, 1985 (the "Trust Indenture"), by and
between Landmark First National Bank of Fort Lauderdale and the
Issuer.
WITNESSETH:
'WHEREAS, any term not otherwise defined in this First
Supplemental Trust Indenture shall have the meaning ascribed to
such term in the Trust Indenture; and
WHEREAS, the Issuer did, on December 30, 1985, issue,
Pursuant to the terms and provisions of the Trust Indenture, its
1985 Industrial Development Revenue Bond (the Seneca Group - Park
Ten Project) in the aggregate principal amount of $5,000,000 (the
"Series 1985 Bonds") the proceeds of which were loaned to the
Company to pay the costs of constructing, installing and
equipping the Project; and
WHEREAS, the Holder of the 1985 Series Bond is Citizens
and Southern National Bank of Fort Lauderdale (herein referred to
as the "Bank"); and
WHEREAS, Section 13.03 of the Trust Inden.ture allows
modifications or alterations to the Trust Indenture to be made
which affect the times and amounts of payment of the principal of
or interest or redemption premium, if any, on the 1985 Series
Bonds, provided that the Company and all of the holders of the
1985 Series'Bonds consent to such modification or alteration; and
WHEREAS, the Company and the Bank have mutually agreed
to modify the methodology by which the principal of the 1985
Series Bonds shall be amortized; and
WHEREAS, the Issuer and the Trustee by their execution
of this First Supplemental Trust Indenture hereby consent to such
aforementioned modification;
NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the Issuer and the Trustee
hereby agree to amend the Trust Indenture as follows:
SECTION 1. The second paragraph of Section 2.02 of the
Trust Indenture is amended in full to read as follows:
Interest only, or interest and principal, on the Series
1985 Bonds shall be payable on the Payment Dates. Interest only
on the Series 1985 Bonds shall be payable beginning February 1,
1986, and on the first day of each month thereafter through and
including January 1, 2011, unless amortization of principal is
begun, as hereinafter provided. Amortization of principal shall
commence on the first day of the month succeeding the earlier of
the Completion Date or January 1, 1988 (the "Principal
Commencement Date") and shall be payable each month thereafter in
such amounts as determined below. The Trustee shall each year,
commencing on the Principal Commencement Date and on or before
the fifteenth (15th) day ~ prior to each anniversary date
thereafter, .determine the principal amount due on each of the
next twelve' (12) Payment Dates b~ computing the 'total amount of'
principal and interest on the Series 1985 Bonds (taking into
account the outstanding principal amount of Series 1985 Bonds on
such date of calculation) that is due and payable in such year
assuming an interest rate per annum of 8.5% on the then
outstanding principal amount of Series 1985 Bonds (the principal
component of such calculation is referred to as the "Annual
Principal Amount"). The Annual Principal Amount shall be divided
by 12 and will be the principal amount due and payable on each
Payment Date for such next 12 consecutive months (the "Monthly
Amount"). The Trustee shall cause notice of the Annual Principal
Amount to be given to the holders of the Series 1985 Bonds and
the Company. The Trustee shall be entitled to give credit to the
Company against the Monthly Amounts due from any principal amount
previously paid prior to the effective date of this First
Supplemental Trust Indenture. Notwithstanding anything to the
contrary contained in this paragraph, the Series 1985 Bonds shall
bear interest at the Base Rate (except in the case such Base Rate
may be adjusted as provided herein)
SECTION 2. Save and except as supplemented by this
First SuppI%mental Trust Indenture, the Trust Indenture shall
remain in full force and effect.
SECTION 3. This First Supplemental Trust Indenture may
be executed in counterparts, one original and comptete set
thereof constituting but one and the same instrumenT.
-2-
SECTION &. This First Supplemental Trust Indenture
shall take effect upon the surrender by the Bank of the original
1985 Series Bond in exchange by the Trustee of a new 1985 Series
Bond executed by the Issuer and authenticated by the Trustee,
identical in all respects to such Bond surrendered, except for
the changes reflected by this First Supplemental Trust Indenture.
IN WITNESS WHEREOF, the City of Delray Beach, Florida,
has caused this First Supplemental Trust Indenture to be executed
by its Mayor and its corporate seal to be impressed hereon and
attested by its Clerk, and the Trustee has caused this First
Supplemental Trust Indenture to be executed in its behalf by its
Vice President and its corporate seal to be impressed hereon and
attested by one of its duly authorized corporate trust officers,
all as of the stated date of execution.
CITY OF DELRAY BEACH, FLORIDA
[SEAL] By:
Mayor
Attest: Date of Execution
City Clerk
CITIZENS AND SOUTHERN TRUST COMPANY
(FLORIDA), NATIONAL ASSOCIATION, as
Trustee
[SEAL] By:
Vice President
Attest: Date of Execution
Title:
STATE OF FLORIDA )
)SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me by
Doak S. Campbell, III, and Elizabeth Arnau, respectively, Mayor
and Clerk, of the City of Delray Beach, Florida, this day of
May, 1988, on behalf of the Issuer.
Notary Public
My Commission Expires:
(Affix notarial seal
STATE OF FLORIDA
)SS:
COUNTY OF BRONARD )
The foregoing instrument was acknowledged before me by
Raymond Ifert and , respectively,
Vice President and of Citizens and
Southern Trust Company (Florida), National Association, this
day of May, 1988, on behalf of the Trustee.
Notary Public
My Commission Expires:
(Affix notarial seal)