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HomeMy WebLinkAbout10-113 (2) Resolution No. 10-113 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE WITH JP MORGAN CHASE BANK,N.A. AND THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Ed Schock, Mayor, be and is hereby authorized and directed to execute an Agreement of Resignation,Appointment and Acceptance with JP Morgan Chase Bank,N.A.and The Bank of New York Mellon Trust Company,N.A. on behalf of the City of Elgin in connection with the Questek Manufacturing Corporation Project, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: June 9,2010 Adopted: June 9,2010 Omnibus Vote: Yeas: 5 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk • . • , AGREEMENT OF RESIGNATION,APPOINTMENT AND ACCEPTANCE THIS AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this "Agreement") dated as of September 9, 2009, by and among JPMorgan Chase Bank, N.A., formerly J.P. Morgan Trust Company, National Association,a national banking association organized and existing under the laws of the United States of America (the "Resigning Trustee"), City of Elgin, Illinois, a municipality and a home-rule unit organized and existing under the laws of Illinois (the "Issuer"), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America (the "Successor"). WHEREAS, the Resigning Trustee or its predecessor in interest and the Issuer entered into the Trust Indenture[s] set forth on the attached Schedule 1 (the "Trust Indenture[s] "; terms defined in the Trust Indenture[s]shall have such defined meanings herein unless otherwise provided), pursuant to which the Issuer's Bonds, as set forth on the attached Schedule 1, (the "Bonds") were issued and the Resigning Trustee has been acting in the capacities assigned to it by the Trust Indenture[s] (all such applicable roles being hereinafter included in the term the"Trustee"); WHEREAS, the Purchase and Assumption Agreement, dated as of April 7, 2006, as the same may be amended from time to time (the "Purchase Agreement"; terms defined in the Purchase Agreement shall have such defined meanings herein unless otherwise provided),by and between The Bank of New York Company,Inc. and JPMorgan Chase &Co.,provides for the sale of the Resigning Trustee's Corporate Trust Business including the Trust Indenture[s]to the Successor on or after the Closing Date specified under the Purchase Agreement (the "Closing Date"); WHEREAS, pursuant to the Trust Indenture[s], the Resigning Trustee desires to resign as the Trustee, the Issuer desires to appoint the Successor as Trustee and the Successor desires to accept appointment as Trustee. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound,the parties hereto agree as follows: ARTICLE I Succession Section 1.01. Resignation of Resigning Trustee. The Resigning Trustee resigns as the Trustee as of the close of business on the date of this Agreement(the "Effective Date"). The Issuer accepts such resignation and waives any required notice thereof. Section 1.02. Appointment of Successor. The Issuer appoints the Successor to serve as Trustee, with all the authority, rights,powers and immunities vested in, and all duties and obligations binding on, the Trustee, on the Effective Date. In accordance with the provisions of the Trust Indenture[s], all rights, powers, duties and immunities of the Trustee,shall be vested in and undertaken by the Successor. Section 1.03. Acceptance of Appointment; Notice to Bondholders. The Successor accepts its appointment as Trustee by the Issuer with all the authority, rights, powers and immunities vested in the Trustee and agrees to serve as Trustee and to perform the duties and obligations of the Trustee,on the Effective Date.The Successor agrees to notify the registered holders of the Bonds of the resignation of the Resigning Trustee and its appointment as Trustee to the extent,if any,and in the manner,if any,required by the Trust Indenture[s]. Section 1.04. Assignment of Powers and Property; Delivery of Documents. The Resigning Trustee, as provided in Section 2.1 of the Purchase Agreement, hereby confirms and assigns to the Successor, in trust under the Trust Indenture[s], all property, rights, powers, duties, trusts, immunities and obligations of the Resigning Trustee as Trustee. The Resigning Trustee confirms that it has transferred to the Successor (a) all moneys, securities and other assets held under the Trust Indenture[s], (b) all documents relating to the trust L - created by the Trust Indenture[s] and (c) any other information in respect of the Bonds required under the Purchase Agreement. Section 1.05. Further Assurances. The Resigning Trustee agrees, upon reasonable request of the Successor,to execute,acknowledge and deliver such further instruments of transfer and further assurances and to do such other things as may reasonably be required for more fully and certainly vesting and confirming in Successor all the property, rights, powers, duties, trusts, immunities and obligations of the Resigning Trustee as Trustee. ARTICLE II Representations and Warranties Section 2.01. Representations and Warranties of Resigning Trustee. Resigning Trustee hereby represents and warrants to Successor as follows: (a) Resigning Trustee is a national banking association, and is duly organized and existing under the laws of the United States of America; (b) from the date of the Purchase Agreement until October 1, 2006, the Trust Indenture has not been amended or supplemented; (c) from the date of the Purchase Agreement until October 1,2006,Resigning Trustee has received no notice of any event of default under the terms of the Trust Indenture[s];and (d) to the best knowledge of the Resigning Trustee, there is no suit, action, claim or proceeding pending or threatened against the Resigning Trustee related to the Bonds, the Trust Indenture[s], or Resigning Trustee's administration of the trusts created under the Trust Indenture[s]. Section 2.02. Representations of Successor. The Successor hereby represents and warrants to Resigning Trustee and the Issuer as follows: (a) The Successor is a national banking association, and is duly organized and existing under the laws of the United States of America;and (b) The Successor is qualified and eligible to serve as Trustee under the Indenture[s]. ARTICLE III Miscellaneous Section 3.01. Applicable Law. This Agreement shall be construed under the laws of the State of New York without application of its conflict of laws provisions; provided that all obligations, rights and remedies relating the Issuer shall be construed under the laws of the State of Illinois.. Section 3.02. Counterparts. This Agreement may be executed in a number of counterparts, each of which shall constitute an original,but such counterparts shall together constitute but one and the same instrument. Section 3.03. Preservation of Rights. Except as expressly provided herein, nothing contained in this Agreement shall in any way affect the obligations or rights of the Issuer, the Resigning Trustee, the Successor or any holder of the Bonds under the Trust Indenture[s]. As between the Resigning Trustee and the Successor, nothing in this Agreement,express or implied,is intended or shall be construed to modify,expand or limit in any way the rights or obligations of the parties under,and the terms of,the Purchase Agreement. 2 Section 3.04. Severability. In the event any provisions of this Agreement shall be held invalid or unenforceable,such holding shall not invalidate or render unenforceable any other provision hereof. Section 3.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Resigning Trustee,the Successor and the Issuer and their respective successors and assigns. Section 3.06. Amendments. This Agreement shall be amended only in a writing signed by the parties hereto. 3 IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have executed this Agreement by their duly authorized corporate officers as of the date first above written. CITY OF ELGIN,ILLINOIS By: Tit e: Mayor JPMORGAN CHASE BANK,N.A.,FORMERLY J.P.MORGAN TRUST COMPANY,NATIONAL ASSOCIATION By: Title: pp ev T' THE B K OF NEW YORK MELLON TRUST CO ,N.A. By: L. Titl : U ' •< 4 • SCHEDULE 1 1. Trust Indenture dated December 1, 1999 between City of Elgin, Illinois and American National Bank and Trust Company of Chicago relating to City of Elgin, Illinois Variable Rate Demand Industrial Development Revenue Bonds(Questek Manufacturing Corporation Project),Series 1999 2. City of Elgin,Illinois Attn:City Manager 150 Dexter Court Elgin,Illinois 60120 5 Consent to Appointment of Successor Trustee The undersigned, Questek Manufacturing Corporation, as required by Section 704 of that certain Trust Indenture dated as of December 1, 1999 (the "Indenture") between the City of Elgin, Illinois (the "Issuer") and JPMorgan Chase Bank, N.A. (formerly J.P. Morgan Trust Company, National Association, and successor to American National Bank and Trust Company of Chicago), as trustee, hereby consents to the appointment by the Issuer of The Bank of New York Mellon Trust Company,N.A.as successor Trustee under the Indenture. Dated: June /0,2010 :est1m ek a c inn Corporation Name: i�Act 2, I ✓rz,Z7e4— Title: e,2 (0 6 Consent to Appointment of Successor Trustee The undersigned, JPMorgan Chase Bank, N.A., as the issuer of the current Letter of Credit securing the Bonds and as required by Section 704 of that certain Trust Indenture dated as of December 1, 1999 (the"Indenture")between the City of Elgin, Illinois (the"Issuer") and JPMorgan Chase Bank, N.A. (formerly J.P. Morgan Trust Company, National Association, and successor to American National Bank and Trust Company of Chicago), as trustee,hereby consents to the appointment by the Issuer of The Bank of New York Mellon Trust Company, N.A. as successor Trustee under the Indenture. All capitalized terms used herein shall have the meanings given them in the Indenture. Dated: June /O , 2010 JPMorgan Chase Bank,N.A. By,Z.vt �� Name: &AA it ,; Title: M�,RPidai7f 7