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Home My WebLink About2000-057i 5/00(legal/reso/2000-44amendment)Ow RESOLUTION NO. 2000- 057 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, AMENDING RESOLUTION NO. 2000-044, REPLACING THE EXHIBIT "A" ATTACHED THERETO WITH A NEW EXHIBIT "A" AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (the County) that: SECTION 1. FINDINGS. The County finds, determines and declares that: A. The County duly adopted, on April 18, 2000, Resolution No. 2000-044 (the "Consent Resolution"), to provide for the County's consent to amendment of that certain Agreement between Trustee and Registrar and Paying Agent, dated as March 1, 1988, between SunTrust Bank, as Trustee and The Chase Manhattan Bank, as successor in interest to Chemical Bank, as Registrar and Paying Agent, with respect to the County's Variable Rate Demand/Fixed Rate Industrial Development Revenue Refunding Bonds (Florida Convalescent Centers, Inc. Project), Series 1988A. B. The County wishes to replace the Exhibit "A" attached to the Consent Resolution with the new Exhibit "A" attached to this Resolution (the "Amendment"), to reflect the consent of the County to the additional amendments set forth in the Amendment. SECTION 2. REPLACEMENT OF EXHIBIT "A" TO CONSENT RESOLUTION. The Consent Resolution is hereby amended by replacing Exhibit "A" originally attached to the Consent Resolution with the new Exhibit "A" attached hereto. SECTION 3. REAFFIRMATION OF CONSENT RESOLUTION. Except as expressly set forth above, the Consent Resolution is hereby affirmed and shall remain in full force and effect. [The remainder of this page is intentionally left blank] ' RESOLUTION NO. 2000- 057 The resolution was moved to adoption by Commissioner Gi nn and the motion was seconded by Commissioner Stanbri due and, upon being put to a vote, the vote was as follows: Chairman Fran B. Adams Ave Vice Chairman Caroline D. Ginn Aye Commissioner Kenneth R. Macht Aye Commissioner Ruth M. Stanbridge Ave Commissioner John W. Tippin Aye The Chairman thereupon declared the resolution duly passed and adopted this 16th day of May. , 2000. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA Attest: J. K. Barton, Clerk Deputy Clerk I Fran B. Adams, Chairman Inhr ave Cal Awove0 De to q1W n� $ v of Rlsh Myr. 011 Exhibit "A" AMENDMENT TO AGREEMENT BETWEEN TRUSTEE AND REGISTRAR AND PAYING AGENT THIS AMENDMENT TO AGREEMENT BETWEEN TRUSTEE AND REGISTRAR AND PAYING AGENT (the "Amendment") is made as of the 251h day of April, 2000, by and between SUNTRUST BANK, as successor to Third National Bank in Nashville, a national banking association, as Trustee (the "Trustee"), and THE CHASE MANHATTAN BANK, as successor in interest to Chemical Bank, a New York banking corporation, as Registrar and Paying Agent (the "Agent"). This Amendment amends the Agreement Between Trustee and Registrar and Paying Agent, dated as of March 1, 1988 (the "Agency Agreement"), by and between the Trustee and the Agent and relating to the $4,478,000 Indian River County, Florida Variable Rate Demand / Fixed Rate Industrial Development Revenue Refunding Bonds (Florida Convalescent Centers, Inc. Project) Series 1988A (the "Bonds"). WITNESSETH: WHEREAS, the Trustee is trustee for the Bonds under that certain Indenture of Trust, dated as of March 1, 1988 (the "Indenture"), by and between the Trustee and Indian River County, Florida, relating to the Bonds; and WHEREAS, the Agent serves as the Registrar and Paying Agent (as defined in the Indenture) under the terms and conditions of the Indenture; and WHEREAS, the Trustee has held a letter of credit issued by The Toronto - Dominion Bank (the "Replaced Letter of Credit") as the Credit Facility under the Indenture. Florida Convalescent Centers, Inc. (the "Borrower") has caused there to be delivered to, and there has been accepted by, the 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; and WHEREAS, the Trustee and the Agent wish to enter into this Amendment to amend the Agency Agreement as set forth herein to (i) provide for the acknowledgement of the assumption of the duties and obligations of Registrar and Paying Agent (as defined in the Indenture) by the Agent, as successor in interest to Chemical Bank, (ii) reflect the replacement of the Replaced Letter of Credit with the Substitute Letter of Credit or such other Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, cause to be delivered 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 Minnesota, National Association, or such other Credit Facility Provider that issues such other Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, cause to be delivered to the Trustee in accordance with Section 5.07(b) of the Indenture, as the "Bank" under the Agency Agreement. NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trustee and the Agent hereby agree as follows: 1. All capitalized terms not otherwise defined herein shall have the meanings ascribed to those terms in the Indenture. 2. The Agent hereby acknowledges that, as a matter of law, (a) the Agent, as successor in interest to Chemical Bank, has succeeded to and assumed all of the duties and obligations of (i) the Registrar and Paying Agent (as defined in the Indenture) under the terms of the Indenture and (ii) Chemical Bank under the Agency Agreement, as amended hereby, and (b) the Trustee, as successor to Third National Bank in Nashville, has succeeded to and become the beneficiary of the rights and benefits of Third National Bank in Nashville under the Agency Agreement, as amended hereby. 3. All references in the Agency Agreement to "Chemical" shall be deemed to mean the Agent and any successor of the Agent that succeeds to the duties and obligations of the Registrar and Paying Agent (as defined in the Indenture) under the Indenture. 4. All references in the Agency Agreement to "Credit Facility" shall be deemed to mean the Irrevocable Transferable Letter of Credit No. S751046, issued for the benefit of the Trustee by Norwest Bank Minnesota, National Association, or such other substitute Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, cause to be delivered to the Trustee in accordance with and pursuant to Section 5.07(b) of the Indenture. 5. All references in the Agency Agreement to "Bank" shall be deemed to mean Norwest Bank Minnesota, National Association, or such other Credit Facility Provider that issues such other Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, cause to be delivered to the Trustee in accordance with and pursuant to Section 5.07(b) of the Indenture. G. The word "thereon" in the last line of numbered Paragraph 2(d) of the Agency Agreement is hereby deleted and the word "therein" is hereby substituted in lieu therefor. 7. The following phrase is added to the end of numbered Paragraph 4 of the Agency Agreement between the word "thereof' and prior to the period: "or to correctly and accurately complete any certificates, draw requests or documentation submitted under or pursuant to the Credit Facility, the Indenture or this Agreement". 2 A 8. Except as amended and modified hereby, the terms and conditions of the Agency Agreement remain in full force and effect, are incorporated herein by reference, and are ratified and confirmed by the Trustee and the Agent. IN WITNESS WHEREOF, the Trustee and the Agent have executed this Amendment as set forth below. May 1, 2000 036261.21 1.AK1 0214376 v2 SUNTRUST BANK, as Trustee By: Title: THE CHASE MANHATTAN BANK, as Registrar and Paying Agent By: Title: 3