Loading...
HomeMy WebLinkAbout2000-1180 ,a CERTIFICATE OF CONSENT TO AMENDMENT TO AGENCY AGREEMENT I, the undersigned Chairman of the Board of County Commissioners of Indian River County, Florida (the "County") DO HEREBY CERTIFY on behalf of the County, that: 1. The County has issued its Variable Rate Demand/Fixed Rate Industrial Development Revenue Refunding Bonds (Florida Convalescent Centers, Inc. Project), Series 1988A (the "Bonds") pursuant to (i) the Indenture of Trust, dated as of March 1, 1988, as amended (the "Indenture"), by and between the County and SunTrust Bank, as successor to Third National Bank in Nashville, as Trustee (the "Bond Trustee") and (ii) a Loan Agreement, dated as of March 1, 1988, as amended (the "Loan Agreement"), between the County and Florida Convalescent Centers, Inc. (the 'Borrower"). All capitalized terms not otherwise defined herein shall have the meanings ascribed to those terms in the Indenture. 2. As security for the payment of the Bonds, the Bond Trustee currently holds the letter of credit of The Toronto -Dominion Bank (the "Replaced Letter of Credit") as the Credit Facility under the Indenture and the Loan Agreement. The Indenture and the Loan Agreement authorize the substitution of the Replaced Letter of Credit with a Substitute Qualified Credit Facility. The Borrower has delivered to the Bond Trustee a Substitute Qualified Credit Facility issued by Norwest Bank, Minnesota, National Association (the "Substitute Letter of Credit") to replace the Replaced Letter of Credit pursuant to the terms of the Indenture. 4. The Trustee entered into that certain Agreement Between Trustee and Registrar and Paying Agent, dated as of March 1, 1988 (the "Agency Agreement") between the Trustee and The Chase Manhattan Bank, as successor in interest to Chemical Bank, as Registrar and Paying Agent (the "Agent"), to enable the Agent to draw upon the Credit Facility on behalf of the Trustee. The Trustee and the Agent wish to amend the Agency Agreement to (i) provide for the acknowledgement of the assumption of the duties and obligations of Registrar and Paying Agent by the Agent, its successor in interest to Chemical Bank, (ii) reflect the replacement of the Repla^ed Letter of Credit with the Substitute Qualified Credit Facility, or such other Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, deliver to the Trustee in accordance with Section 5.07(b) of the Indenture, and (iii) reflect the replacement of The Toronto - Dominion Bank with Norwest Bank, National Association, or such other Credit Facility Provider that issues a Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, deliver to the Trustee in accordance with Section 5.07(b) of the Indenture, as the "Bank" under the Agency Agreement.. 5. Under the terms of the Indenture, such amendment to the Agency Agreement requires the Consent of the County. The Borrower has requested that the County consent to such amendment of the Agency Agreement, as set forth in the form of Amendment to Agreement Between Trustee and Registrar and paying Agent attached hereto as Exhibit "A" (the "Amendment"). 6. Pursuant to its Resolution adopted on Apri 1 18 , 2000 the County hereby acknowledges receipt of notice of, and consents to, the amendment of the Agency Agreement as set forth in the Amendment. 7. The County has not, by this Consent, approved or verified any other requirement with respect to the substitution of Credit Facilities under the Indenture or the Loan Agreement and assumes no responsibility to do so. IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of Indian River County, Florida this 18thday of April, 2000. April 17, 2900 39251.21 ORLI #553909 v INDIAN RIVER COUNTY, FLORIDA By: Board of County Commissioners By: Chairman of the Board, Fran B. Adans of County Commissioners RESOLUTION NO. 2000-044 RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA CONSENTING TO THE AMENDMENT TO THE AGREEMENT BETWEEN TRUSTEE AND REGISTRAR AND PAYING AGENT WITH RESPECT TO ITS VARIABLE RATE DEMAND/FIXED RATE INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (FLORIDA CONVALESCENT CENTERS, INC. PROJECT), SERIES 1988A; AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN RELATED DOCUMENTS AND CERTIFICATES; AND PROVIDING CERTAIN OTHER DETAILS AND AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNT COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (the "County'), that: SECTION 1. AUTHORITY. This Resolution is adopted pursuant to Part III of Chapter 159 of Florida Statutes, as amended, and other applicable provisions of law (collectively, the "Act"). SECTION 2. DEFINITIONS. All capitalized terms not otherwise defined herein shall have the meanings ascribed to those terms in the Indenture of Trust, dated as of March 1, 1988, as amended (the "Indenture"), by and between the County and SunTrust Bank, as successor to Third National Bank in Nashvff as Trustee (the "Bond Trustee"). SECTION 3. FINDINGS. The County finds, determines and declares that: A. The County has issued its Variable Rate Demand/Fixed Rate Industrial Development Revenue Refunding Bonds (Florida Convalescent Centers, Inc. Project), Series 1988A (the "Bonds") pursuant to the Indenture and a Loan Agreement, dated as of March 1, 1988, as amended (the "Loan Agreement"), between the County and Florida Convalescent Centers, Inc. (the "Borrower"). B. As security for the payment of the Bonds, the Bond Trustee currently holds the letter of credit of The Toronto -Dominion Bank (the "Replaced Letter of Credit") as the Credit Facility under the Indenture and the Loan Agreement. The Indenture and the Loan Agreement authorize the substitution of the Replaced Letter of Credit with a Substitute Qualified Credit Facility. The County has been advised that the Borrower intends to deliver to the Bond Trustee a Substitute Qualified Credit Facility issued by Norwest Bank, National Association (the "Substitute Qualified Credit Facility") to replace the Replaced Letter of Credit pursuant to the terms of the Indenture. C. The Trustee entered into that certain Agreement Between Trustee and Registrar and Paying Agent, dated as of March 1, 1988 (the "Agency Agreement") between the Trustee and The Chase Manhattan Bank, as successor in interest to Chemical Bank, as Registrar and Paying Agent (the "Agent"), to enable the Agent to draw upon the Credit Facility on behalf of the Trustee. The Trustee and the Agent wish to amend the Agency Agreement to (i) provide for the acknowledgement of the assumption of the duties and obligations of Registrar and Paying Agent by the Agent, as successor in interest to Chemical Bank, (ii) reflect the replacement of the Replaced Letter of Credit with the Substitute Qualified Credit Facility or such other Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, deliver to the Trustee in accordance with Section 5.07(b) of the Indenture, and (iii) reflect the replacement of The Toronto - Dominion Bank with Norwest Bank, National Association, or such other Credit Facility Provider that issues a Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, deliver to the Trustee in accordance with Section 5.07(b) of the Indenture, as the "Bank" under the Agency Agreement. D. Under the terms of the Indenture, an amendment to the Agency Agreement requires the Consent of the County. The Borrower has requested that the County consent to such amendment of the Agency Agreement, as set forth in the form of Amendment to Agreement Between Trustee and Registrar and Paying Agent attached hereto as Exhibit "A" (the "Amendment"). SECTION 4. CONSENT TO AMENDMENT TO AGENCY AGREEMENT. The County consents to the amendment to the Agency Agreement as set forth in the Amendment. The County has not, by this Resolution, approved or verified any other requirement with respect to the substitution of the Substitute Qualified Credit Facility for the Replaced Letter of Credit under the Indenture or the Loan Agreement and assumes no responsibility to do so. SECTION 5. GENERAL AUTHORIZATION. The officers, employees and agents of the County acting on behalf of the County are hereby authorized and directed to execute and/or countersign such documents, instruments and contracts, whether or not expressly contemplated by this Resolution, and to do all acts and things required by the previsions of this Resolution and by the provisions of the Bonds, the Indenture, the Lean Agreement and all related documents, as may be necessary for the full, punctual and complete substitution of the Replaced Letter of Credit with the Substitute Qualified Credit Facility in accordance with the terms of the Indenture and the Loan Agreement, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution, or as may be requested by the Bond Trustee. SECTION 6. EFFECTIVE DATE. This Resolution shall become effective immediately upon its passage and adoption by the County. PASSED AND ADOPTED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA this 18th day of Aori 1 —12000. ATTEST: [� Clerk to the Board of Count Commis*'envrs Approved as to form and legal sufficiency by Indianver C ty Attorney's office: 7 _ ` Assistant County Attorney April 17, 2000 030251.21 MIA 11553906 vl 3 INDIAN RIVER COUNTY, FLORIDA By: Board of County Commissioners By: CSI G'.t Chairman of the Board, Fran B. Adams of County Commissioners