RES NO 11-07-1987 CITY OF VAN BUREN, ARKANSAS
RESOLUTION NO. 7 1/ -1987
A RESOLUTION ACCEPTING THE RESIGNATION OF MBANK DALLAS AS TRUSTEE, PAYING
AGENT AND REGISTRAR UNDER THE INDENTURE DATED MARCH 22, 1983, (ARKANSAS
INDUSTRIAL DEVELOPMENT REVENUE BOND WESTERN ARKANSAS EXPORT ELEVATOR PRO-
JECT, SERIES 1983) AND APPOINTING MTRUST CORP, AS ITS SUCCESSOR.
WHEREAS, MBank Dallas has notified the City that under new Texas
legislation they will no longer provide trustee service
under its name; and
WHEREAS, MBank Dallas is resigning as trustee on the above issue
and requests appointment of MTrust Corp as Successor
Trustee:
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VAN
BUREN, ARKANSAS:
THAT, 1. The City hereby accepts the resignation of MBank
Dallas, as Trustee, paying agent and registrar under the
Indenture dated March 22, 1983, and appoints MTrust Corp,
as its successor in such capacities under such indenture
in accordance with the terms of such indenture and the
supplement to such indenture attached to this Resolution
as Annex A, the terms of which and the amendments made to
the indenture thereby being approved and ratified in all
respects; and
2. The Mayor and City Clerk- Treasurer are hereby author-
ized, empowered and directed on behalf of the City to
execute and deliver the supplemental indenture in the
form attached as Annex A, with such modifications as such
officers in their sole judgment may deem necessary or
appropriate, and to execute and deliver all such other
instruments and agreements by any such officer to effec-
tuate the purposes and intent of these resolutions.
PASSED AND APPROVED THIS 16th DAY OF November 19 87
i
YOR
'ATTESTED: C= CLERK-TREASURER
t Dal las of AN Q
A Momentum Bank G`(,�OV0�9 E°(+{ 3�1987 [j[ �,�yy�lP._
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October 27, 1987
1 Services Of?, S O s is
e Mr. Robert (Gene) Bell
Employee Benefits City of Van Buren, Arkansas
Debi Administration P.O. Box 668
Stock Transler
Inves'menl Management Van Buren, AR 72956
Individual
Asset Management
Estate Administration RE: City of Van Buren, Arkansas Industrial Development Revenue
auSleCapital Man BondWestern Arkansas Export Elevator Pro
Trust A Capital Management BdWt Ak E El Project, Series 1983 p
Dear Mr. Bell:
Pursuant to our conversation of October 26, 1987, in its most recent
regular session, the Texas Legislature enacted a new law which permits
Texas Bank Holding Companies to transfer trust accounts from their
subsidiary banks to a state chartered Trust Company subsidiary, provided
the parent holding company files an irrevocable undertaking with the
Texas Banking Commission agreeing to be responsible for the acts and
ommissions of its subsidiary trust company.
In anticipation of the passing of the new legislation, MCorp created
MTrust Corp, a state chartered trust company, in order to better serve
its Trust customers. In compliance with the new law, MCorp has filed
an undertaking of the type described above with the Banking
Commissioner. As a result of this requirement of the new law, Trust
customers now receive the direct backing of MCorp, thus providing
additional protection for you and your Bondholders.
With the creation of i,:Trust Corp, MBank Dallas will no longer provide
trustee services under its name. MBank Dallas is therefore resigning
as the Trustee on your debt issue and requests your appointment of
MTrust Corp as Successor Trustee, Registrar and Paying Agent. For
your convenience, we are enclosing a packet of documents to affect
the appointment of MTrust Corp to succeed MBank Dallas in such
capacities. The documents are as follows:
1. The Officers' Certificate which contains the City's resolution
accepting MBank's resignation and appointing MTrust Corp as
Successor Trustee, Paying Agent and Registrar.
2. The Supplemental Indenture which formally recognizes the
resignation of MBank Dallas and the appointment of MTrust
Corp as Successor Trustee and simultaniously amends certain
provisions of the Indenture to authorize MTrust Corp to serve
in such capacity.
MBank Dallas tit t.
Main at Ervay, PO. Box 225415, Dallas, Texas 75265 214 698 6000
Member MCorp
Mr. Robert E. (Gene) Bell:
October 27, 1987
Page Two
3. The Notice to Bondholders will be sent to all Bondholders to
inform them of the change of Trustee in accordance with the
terms of the Indenture.
We wish to make it clear that MBank Dallas values your City as a Trust
customer and sincerely believes that this change will enable us to
administer your account in a more efficient manner. Since your account
will continue to be administered at the same location by the same people,
the transition from MBank Dallas to MTrust Corp in no way will effect
the service you are currently receiving.
If you have any questions or wish to discuss this request please do not
hesitate contact the undersigned at (214) 290 -3396. We look forward
to continue providing your City with Trust Services of the highest quality.
Sincerely,
{61/r,y pp?r
Kim J. Vandiver
Debt Administration
Enclosures: Supplemental Indenture
Officers Certificate
Notice to Bondholders
MTrust Corp Charter
MTrust Corp Articles 6z Amendments
MTrust Corp Bylaws Sz Amendments
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture, dated as of November I, 1987
(the "Supplemental Indenture is entered into by and among The City
of Van Buren, Arkansas, a city of the first class, duly existing under
the laws of the State of Arkansas (the "City MBank Dallas, National
Association (the "Resigning Trustee and MTrust Corp, a Texas truss
company (the "Successor Trustee in order to supplement and amend
that certain Indenture dated March 22, 1983 among the City and the
Resigning Trustee, as amended to date (the "Indenture Terms used
herein which are not separately defined are used as defined in the
Indenture.
WHEREAS, the Resigning Trustee hereby indicates its desire to
resign as Trustee and to have its affiliate, the Successor Trustee, succeed
it in such capacity, and the City is willing to accept the resignation of
the Resigning Trustee and to appoint the Successor Trustee in its place
pursuant to the terms of this Supplemental Indenture;
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein, the parties hereto, for themselves and the benefit
of the holders of the Bonds without, preference, priority or distinction
among them, agree as follows:
1. Resignation and Appointment of Successor Trustee, Paving Agent
and Registrar. The Resigning Trustee hereby confirms its resignation
as Trustee, Paying Agent and Registrar under the Indenture, as of the
effective date of this Supplemental Indenture and the effectiveness of
the appointment of the Successor Trustee as the Successor Trustee, Paying
Agent and Registrar under the Indenture. The City hereby appoints and
designates the Successor Trustee as the Successor Trustee, Paying Agent
and Registrar under the Indenture as of the effective date of this
Supplemental Indenture.
2. Amendments to Permit Successor Trustee to Serve. If to the
extent required under the Indenture in order to permit the Successor
Trustee to serve and qualify as the Trustee, the Indenture is hereby
amended as follows:
(a) Notwithstanding any provision in the Indenture to the contrary,
the types of organizations permitted to serve as Trustee under the
Indenture shall be expanded to include any corporation incorporated
under Chapter 388, Acts of the 55th Legislature, Regular Session,
1957 (Article 1513a, Vernon's Texas Civil Statutes), as amended;
and
(b) Notwithstanding any provision in the Indenture to the contrary,
provided that the Trustee satisfies the minimum capitalization
requirements set forth in Section 310(a) (2) of the Trust Indenture
Act, the separate eligibility requirements set forth herein with respect
to the capital and surplus of the Trustee shall be deemed to have
been satisfied if the parent corporation of the affiliated group of
corporations (as defined by Section 1504 of the Internal Revenue
Code of 1986) of which the Trustee is a member has filed an
undertaking, pursuant to the Texas Substitute Fiduciary Act of
May 25, 1987, CH. 207, 1987 Texas Laws, with the Banking
Commissioner of the State of Texas evidencing its irrevocable
undertaking to be fully responsible for the acts and omissions of
the Trustee, and such parent company and its subsidiaries satisfy
such capital and surplus requirements on a consolidated basis.
(c) Notwithstanding any provision in the Indenture to the
contrary, the Trustee shall not be required to maintain any office
within any designated city within the State of Texas so long as the..
Trustee maintains at least one office within such state.
3. Further Assurances. Upon request of any party to this
0 Supplemental Indenture, the other parties to this Supplemental Indenture
shall execute and deliver such further instruments and do such further
acts as may reasonably be necessary or advisable to more effectually
carry out the purposes of this Supplemental Indenture.
4. Notices. If required by the Indenture, notices of this Supplemental
Indenture, and the appointment of the Successor Trustee shall be delivered
to the holders of the Bonds.
5. Continuation. Except as supplemented hereby, the Indenture
remains in full force and effect in accordance with its terms.
6. Counterparts. This Supplemental Indenture may be executed
in one or more counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Supplemental Indenture to be effective as of November 1, 1987.
SEAL CITY OF VAN BUREN, ARKANSAS
Attest:
By:
Title:
SEAL MBANK DALLAS
Attest•
C By: I I )7
Title: 1 5T Its
SEAL MTRUST CORP
Attest: j
a f B
Title: `T1? r ILl-Y2
STATE OF
COUNTY OF
Before me, the undersigned authority, on this day personally appeared
of who being by me
first duly sworn declared that he is the person who signed the foregoing
document, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, in the capacity therein
stated and as the act and deed of said corporation.
Given under my hand and seal of office on this the day of
1987.
Notary Public, State of
My Commission Expires:
STATE OF TEXAS
COUNTY OF DALLAS
Before me, the undersigned authority, on this day personally appeared
RIM 1 VANDIVER TRUST OFFICER
of MBank Dallas, who being by me first duly sworn declared that he is
the person who signed the foregoing documents, and acknowledged to
me that he executed the same for the purposes and consideration therein
expressed, in the capacity therein stated and as the act and deed of said
corporation.
,G under my hand and seal of office on this the Z� 1, day of
ne1\ Lj h 1987.
lvki9
Notary Public, State of Texas
My Commission Expires:
oocec
I t? MICKI HANNAN 8
,:i R No :ary Public. Stale_ of Texas Q 8
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STATE OF TEXAS
COUNTY OF DALLAS
Before me, the undersigned authority, on this day personally appeared'
KIM J. VANDIVER TRUST OFFICER
of MTrust Corp, who being by me first duly sworn declared that he is
the person who signed the foregoing document, and acknowledged to
me that he executed the same for the purposes and consideration therein
expressed, in the capacity therein stated and as the act and deed of said
corporation.
Given under my hand and seal of' office on this the athday of afpigt,
1987.
n .41447nd44
Notary Public, State of Texas
My Commission Expires:
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8 MICKIHANNAN
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OFFICERS' CERTIFICATE
The undersigned, as the duly authorized
and respectively, of The City of Van
buren, Arkansas (the "City hereby certify that the Board of Directors
of the City, at a meeting on, or acting by consent dated as of,
1987, duly adopted resolutions to the following
effect, which have not since been modified or rescinded:
RESOLVED, that the City hereby accepts the resignation
of MBank Dallas, as Trustee, paying agent and registrar under the
Indenture dated March 22, 1983 and appoints MTrust Corp, as its
successor in such capacities under such indenture in accordance
with the terms of such indenture and the supplement to such
indenture attached to this resolution as Annex A, the terms of
which and the amendments made to the indenture thereby being
approved and ratified in all respects.
RESOLVED FURTHER, that the appropriate officers of the
City be, and each hereby is, authorized, empowered and directed
on behalf of the City to execute and deliver the supplemental
indenture in the form attached as Annex A, with such modifications
as such officer in his sole judgment may deem necessary or
appropriate, and to execute and deliver all such other instruments
and agreements and take such other acts as may be deemed necessary
or appropriate by any such officer to effectuate the purposes and
intent of these resolutions.
IN WITNESS WHEREOF, the undersigned have executed this
certificate as of the day of 1987.
NOTICE OF APPOINTMENT OF SUCCESSOR TRUSTEE
Notice is hereby given to all registered holders of The City of Van
Buren, Arkansas Industrial Development Revenue Bond Western Arkansas
Export Elevator Project, Series 1983 (the "Bonds that MTrust Corp
has been appointed as a Successor Trustee, Paying Agent and Registrar
under the Indenture pursuant to which the Bonds were issued, replacing
MBank Dallas, N.A., which is resigning as Trustee, Paying Agent and
Registrar. Such appointment is effective as of November 1, 1987 and
after such date any and all communications with the Trustee should be
addressed to MTrust Corp, 1717 Main Street, 12th Floor, P.O. Box 655415,
Attention: Debt Administration, Dallas, Texas 75201.
The City of Van Buren, Arkansas