HomeMy WebLinkAboutSuccessor Agreement with Wells Fargo Bank for fiduciary assignmentSUCCESSOR AGREEMENT
INSTRUMENT OF APPOINTMENT OF SUCCESSOR (the "Successor
Agreement"}, dated as of February 20, 2004, by and among Economic Development
Corporation of Meridian, Idaho (the "Issuer"), Wells Fargo Bank Northwest, N.A. (the
"Incumbent"), a national banking association with full fiduciary powers, duly organized and
existing under the laws of the United States of America, and Wells Fargo Bank,1V.A. (the
"Successor"), a national banking association with full fiduciary powers, duly organized and
existing under the laws of the United States of America..
WHEREAS, the Incumbent has been duly appointed and is validly serving as
trustee, registrar, paying agent, and/or other fiduciary or agency function (the "Existing
Functions"), pursuant to a trust indenture, appointment resolution, and/or other validly
executed appointment documents (the "Appointment Documents") executed by the Issuer
and the Incumbent, relating to each of the corporate trust accounts listed on the attached
Exhibit A (the "Existing Accounts").
WHEREAS, each of the Incumbent and the Successor is a national banking
association duly organized, validly existing and in good standing under the laws of the
United States of America, and has all requisite power, authority and legal right, and is duly
eligible and qualified to exercise full fiduciary powers under all applicable laws, including
full authority to act in all fiduciary capacities under 12 U.S.C. 92a, including but not
limited to performing the Existing Functions with regard to its obligations described in the
Appourtment Documents relating to the Existing Accounts. Capitalized terms used herein
and not defined herein shall have the respective meanings given to them in the
Appointment Documents.
WI~REAS, the Incumbent and the Successor are national banks, each a wholly
owned affiliate bank of Wells Fargo & Company ("WFC"), and have engaged in a
purchase and assumption transaction, effective as of February 20, 2004, (the "P&A
Transaction") under which Wells Fargo Bank, N.A acquired most of the assets and
assumed most of the liabilities of Wells Fargo Bank Northwest, N.A., including without
limitation, the rights and obligations of the Incumbent to perform the Existing Functions
pursuant to the Appointment Documents.
WHEREAS, each of the Incumbent and the Successor has taken all necessary
corporate action to authorize the acceptance of the Existing Functions under the
Appointment Documents relating to the Existing Accounts, and to authorize the
execution, delivery of and the performance of its obligations under this Successor
Agreement.
WI~REAS, the Appointme~ Documents provide that the Incumbent may be
succeeded by a Successor with the written consent of the Issuer. The Incumbent represents
that it has given the Issuer written notice of the P&A Transaction, and of its intent to be
succeeded by the Successor pursuant to the Appointment Documents.;
VVIIEREAS, the Appointment Documents provide that the Successor shall execute,
acknowledge and deliver to the Issuer and to the Incumbent an instrument such as this
Successor Agreement, hereby accepting such appointment, thereupon the replacement of
the Incumbent by the Successor shall become effective, and the Successor shall, without
any fiu-ther act, deed or conveyance, become vested with all rights, powers, duties and
obligations of the Incumbent under the Appointmenrt Documents;
VVI~REAS, Successor is a national banking association with full trust powers,
organized under the laws of the United States of America, duly qualified under the
Appointment Documents and applicable law, eligible and willing to accept such
appointment as Successor to perform the Existing Functions thereunder;
WI~REAS, the Successor, upon the execution and delivery of this Successor
Agreement, shall cause any notice required pwsuant to the Appointment Documents to be
mailed to the issuers, bondholders, depositories and any other interested persons as therein
required;
NOW TH~RFFORE, THIS SUCCESSOR AGREEMENT, VVTTNESSETH, that for
and in consideration of the premises and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby covenanted, declared
and decreed by the Incumbent and the Successor as follows:
1. The resignation of Wells Fargo Bank Northwest, N.A., as trustee and/or
agent, and as provider of the Existing Functions under the Appointment Documents, and its
discharge from the trust created by the Appointment Documents shall be effective as of the
date hereof upon the execution and delivery of this Successor Agreement by all the parties
hereto.
2. The Issuer, in the exercise of the authority vested in it by the Appointment
Documents hereby appoints the Successor, with all rights, powers, trusts, duties and
obligations regarding the Existing Functions under the Appointment Documents, such
appointment to be effective as of February 20, 2004, upon the execution and delivery of
this Successor Agreement by all the parties hereto.
3. Successor hereby represents and warrants that it is duly qualified and eligible
under the provisions of the Appointment Documents and applicable law to be appointed
Successor, and hereby accepts such appointment to perform the Existing Functions,
effective as of the date hereof upon the execution and delivery of this Successor Agreement
by all parties hereto, and hereby assumes the rights, powers, trusts, duties and obligations
of the Incumbent, under the Appointment Documents, subject to all terms and provisions
therein contained.
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4. Wells Fargo Bank Northwest, N.A. hereby (i) grants, releases, conveys,
confirms, transfers and assigns to Wells Fargo Bank, N.A., as Successor, and its successors
and assigns, all rights, title and interest of Wells Fargo Bank Northwest, N.A. in and to the
trust estate and all rights, powers and trusts under the Appointment Documents; (ii)
transfers, assigns and delivers to Successor, pursuant to the Appointment Documents, any
and all assets, money, property, records, and documents held by Wells Fargo Bank
Northwest, N.A., pwsuant to its obligations to perform the Existing Functions thereunder;
and (iii) agrees to execute and deliver all further documents reasonably requested to
evidence the foregoing acts.
5. The Issuer, for the purpose of more fully and certainly vesting in and
confirming to Successor said estate, properties, rights, powers and, at the request of the
Incumbent and the Successor, joins in the execution hereof. The Issuer hereby (i) confirms
that it shall remain obligated under the Appointment Documents to compensate, reimburse
and indemnify the Incumbem and the Successor, as the case maybe, in connection with the
Existing Functions under the Appointment Documents, and (ii) agrees to execute and
deliver all futher documents reasonably requested to evidence the foregoing acts.
6. This Successor Agreement may be executed in any number of counterparts,
each of which shall be an original but such counterparts shall together constitute but one
and the same instrument.
[ Signature page is attached. ]
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IN WITNESS WHEREOF, the parties hereto have caused this Successor
Agreement to be duly executed and delivered by their authorized officers, as of the day and
year first above written.
Economic Development Corporation of Meridian,
Idaho, as Issuer
By
Titl
Wells Fargo Bank Northwest, N.A.,
as trustee and/or agent under the Appointment
Documents
B Gz~zC~/i
Title: Assistant Yce President
Wells Fargo Bank, N.A.
as successor trustee and/or agent under the
Appointment Documents
By ~
Title: Assistant vice President
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EI~~IT A
Economic Development Corporation of the City of Meridian,
Idaho Variable Rate Demand Revenue Bonds (Computrol,
004564 Inc. Project) Series 1989
Economic Development Corporation of the City of Meridian,
Idaho Industrial Development Revenue and Refunding Bonds
32867 (tii-Micro Project), Series 1996
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