94-18 v RESOLUTION NO. 94-18
A RESOLUTION AUTHORIZING THE EXECUTION AND
DELIVERY BY THE CITY OF ATLANTIC BEACH, FLORIDA,
OF A SUPPLEMENTAL TRUST INDENTURE AMENDING
AND SUPPLEMENTING THE TRUST INDENTURE
RELATING TO THE CITY'S VARIABLE RATE DEMAND
REVENUE BONDS (FLEET LANDING PROJECT), SERIES
1989, FOR THE PURPOSE OF AMENDING CERTAIN
PROVISIONS SET FORTH THEREIN RELATING TO
OPTIONAL REDEMPTIONS OF VARIABLE RATE BONDS;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, at the request of Naval Continuing Care Retirement Foundation, Inc.
(the "Company"), a Florida not-for-profit corporation, the City of Atlantic Beach, Florida (the
"Issuer"), has heretofore issued its Variable Rate Demand Revenue Bonds (Fleet Landing
Project), Series 1989, dated as of February 1, 1989, currently outstanding in the aggregate
principal amount of $40,035,000 (the "Bonds"), under and pursuant to the provisions of that
certain Trust Indenture dated as of February 1, 1989 (the "Indenture"), by and between the
Issuer and Southeast Bank, N.A., predecessor to First Union National Bank of Florida, as
trustee (the "Trustee"); and
WHEREAS, Section 13.02(k) of the Indenture authorizes the Issuer and the
Trustee to enter into a supplemental indenture for the purpose of making any changes to the
Indenture without the consent of the owners of the Bonds if, among other things, (a) the owners
are notified by first-class mail, postage prepaid, at least thirty (30) days prior to the effective
date of the proposed supplemental indenture, which notice shall include a copy of the proposed
supplemental indenture and (b) each owner shall have had at least one opportunity to tender such
owner's Bonds for purchase pursuant to the optional or mandatory tender provisions of Section
3.01 or 3.02 of the Indenture during a period beginning thirty (30) days after the giving of such
notice and ending on the effective date of the proposed supplemental indenture; and
WHEREAS, the Company has requested that the Issuer authorize the execution
and delivery of a supplemental indenture in the form of the Supplemental Indenture attached
hereto as Exhibit A (the "Supplemental Indenture") for the purpose of(a) authorizing an optional
redemption of Bonds bearing interest at a Variable Rate (as defined in the Indenture) in whole
on any date and (b) authorizing notice of such optional redemption to be sent to owners of the
Bonds no less than fifteen (15) days prior to the optional redemption date; and
WHEREAS, the Issuer deems it necessary and desirable to authorize the execution
and delivery by the Issuer of the Supplemental Indenture;
1
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF ATLANTIC BEACH, FLORIDA:
SECTION 1. The Supplemental Trust Indenture to be executed between the Issuer
and the Trustee, substantially in the form attached hereto as Exhibit A and incorporated herein
by reference, with such changes, corrections, insertions and deletions as may be approved by
the Mayor-Commissioner and the City Clerk, such approval to be evidenced conclusively by
their execution thereof, is hereby approved and authorized; the Issuer hereby authorizes and
directs the Mayor-Commissioner to date and execute and the City Clerk to attest, under the
official seal of the Issuer, the Supplemental Indenture, and to deliver the Supplemental Indenture
to the Trustee; all of the provisions of the Supplemental Indenture when executed and delivered
by the Issuer as authorized herein, and by the Trustee, shall be deemed to be a part of this
Resolution as fully and to the same extent as if incorporated verbatim herein.
SECTION 2. In case any one or more of the provisions of this Resolution shall
for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any
other provisions of this Resolution, and this Resolution shall be construed and enforced as if
such illegal or invalid provision had not been contained herein.
SECTION 3. The officers, employees and agents of the Issuer and the Issuer are
hereby authorized and directed to execute such documents, instruments or contracts, whether not
expressly contemplated hereby, and to do all acts and things required by the provisions of this
Resolution and by the provisions of the Supplemental Indenture as may be necessary for the full,
punctual and complete performance of all of the terms, covenants, provisions and agreements
herein and therein contained, or as may be necessary or desirable to effectuate the purpose and
intent of this Resolution.
SECTION 4. All resolutions or parts thereof in conflict with the provisions herein
contained are, to the extent of such conflict, hereby superseded and repealed.
SECTION 5. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this ninth day of May, 1994.
40Ae���
(OFFICIAL SEAL) A%7).'A%7).'
-�or-Commissioner
Attest: Approved as to Form and Correctness:
t,te / Z);°#
City Clerk •, Attorney
\DOCS\FLEET.94WES.T1;C5f09/94 9:00am
79204/104 I JAXA08 IJMMxk;
2
SUPPLEMENTAL TRUST INDENTURE
Dated as of June 2, 1994
By and Between
CITY OF ATLANTIC BEACH, FLORIDA,
as Issuer
and
FIRST UNION NATIONAL BANK OF FLORIDA,
as Trustee
Relating to:
CITY OF ATLANTIC BEACH, FLORIDA
VARIABLE RATE DEMAND REVENUE BONDS
(FLEET LANDING PROJECT)
SERIES 1989
Supplementing and amending that certain Trust Indenture dated as of February 1, 1989, between
City of Atlantic Beach, Florida, and Southeast Bank, N.A., predecessor to First Union National
Bank of Florida, as Trustee.
This Instrument Prepared By:
Jean M. Mangu, Attorney
Foley & Lardner
200 Laura Street
Jacksonville, FL 32202
(904) 359-2000
SUPPLEMENTAL TRUST INDENTURE
This SUPPLEMENTAL TRUST INDENTURE dated as of the second day of
June, 1994 (this "Supplemental Indenture"), by and between the CITY OF ATLANTIC BEACH,
FLORIDA (the "Issuer"), an incorporated municipality organized and existing under the laws
of the State of Florida, and FIRST UNION NATIONAL BANK OF FLORIDA, successor to
Southeast Bank, N.A. (the "Trustee"), a national banking association organized and existing
under and by virtue of the laws of the United States of America and duly authorized to accept
and execute trusts, with its principal place of business located in the City of Jacksonville,
Florida, as Trustee, supplementing and amending that certain Trust Indenture dated as of
February 1, 1989 (the "Indenture"), by and between the Issuer and the Trustee (capitalized terms
used herein but not defined herein shall have the respective meanings assigned to such terms in
the Indenture);
WITNESSETH:
WHEREAS, at the request of Naval Continuing Care Retirement Foundation, Inc.
(the "Company"), a Florida not-for-profit corporation, the Issuer has heretofore issued its
Variable Rate Demand Revenue Bonds (Fleet Landing Project), Series 1989, dated as of
February 1, 1989, currently outstanding in the aggregate principal amount of$40,035,000 (the
"Bonds"), under and pursuant to the provisions of the Indenture; and
WHEREAS, at the request of the Company, the Issuer by resolution adopted May
9, 1994, has determined to amend the Indenture for the purpose of (a) authorizing an optional
redemption of Bonds bearing interest at a Variable Rate in whole on any date and (b) authorizing
notice of such optional redemption to be sent to Owners no less than fifteen (15) days prior to
the optional redemption date; and
WHEREAS, Section 13.02(k) of the Indenture authorizes the Issuer and the
Trustee to enter into a supplemental indenture for the purpose of making any changes to the
Indenture without the consent of the Owners of the Bonds if(a) the Owners are notified by first-
class mail, postage prepaid, at least thirty (30) days prior to the effective date of the proposed
supplemental indenture, which notice shall include a copy of the proposed supplemental
indenture and (b) each Owner shall have had at least one opportunity to tender such Owner's
Bonds for purchase pursuant to Section 3.01 or 3.02 of the Indenture during a period beginning
thirty (30) days after the giving of such notice and ending on the effective date of the proposed
supplemental indenture; and
WHEREAS, all notices, consents and other preconditions to the execution and
delivery of this Supplemental Indenture have been duly given, obtained or satisfied; and
1
WHEREAS, the execution and delivery of this Supplemental Indenture have been
duly authorized by the parties hereto and all things necessary to make this Supplemental
Indenture a valid and binding agreement have been done;
NOW, THEREFORE, this Supplemental Indenture witnesseth:
Section 1. Amendments to the Indenture. The Indenture is hereby amended as
follows:
(a) Section 4.02(a) of the Indenture is hereby amended to read as follows:
"During any period the Bonds bear interest at a Variable Rate, the
Bonds shall be subject to redemption by the Issuer, at the direction
of the Company, in whole on any date or in part on any Interest
Payment Date, at a redemption price equal to the principal amount
thereof."
(b) Section 4.04(a) of the Indenture is hereby amended by adding the following
sentence at the end of the first paragraph thereof:
"Notwithstanding the foregoing, except as described in the second
preceding sentence, notice of optional redemption of Bonds bearing
interest at a Variable Rate pursuant to Section 4.02(a) of the
Indenture shall be given by Mail to the Owners of such Bonds to
be redeemed not more than sixty (60) days nor less than fifteen
(15) days prior to the date fixed for redemption."
Section 2. Ratification. As amended and supplemented by this Supplemental
Indenture, the Indenture is in all respects ratified and confirmed, and this Supplemental Indenture
shall be read, taken and construed so that all of the terms, conditions, covenants and agreements
contained in the Indenture, as modified herein, shall apply and remain in full force and effect.
Section 3. Governing Law. This Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of Florida.
Section 4. Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the City of Atlantic Beach, Florida, has caused this
Supplemental Indenture to be executed in its behalf by its Mayor-Commissioner and its official
2
seal to be impressed hereon and attested by its City Clerk, and First Union National Bank of
Florida has caused this Supplemental Indenture to be executed in its behalf by a duly authorized
officer, and its seal to be impressed hereon and attested by another one of its duly authorized
officers, all as of the day and year first above written.
CITY OF ATLANTIC BEACH, FLORIDA
By
Mayor-Commissioner
Attest:
By
City Clerk
(SEAL OF ISSUER)
FIRST UNION NATIONAL BANK
OF FLORIDA, as Trustee
By
Title:
(SEAL OF TRUSTEE)
3
NAVAL CONTINUING CARE RETIREMENT FOUNDATION, INC., hereby
consents to the foregoing Supplemental Trust Indenture.
NAVAL CONTINUING CARE
RETIREMENT FOUNDATION, INC.
By
President
COMMONWEALTH BANK OF AUSTRALIA, acting through its New York
Branch, as issuer of the Letter of Credit, hereby consents to the foregoing Supplemental Trust
Indenture.
COMMONWEALTH BANK OF AUSTRALIA
By
Title:
\DOCS1FLEET.94\SUPTRUST.IND I06/06/94 1 1:07 am
76204/1041 JAXA081JMM:akj
4