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Home My WebLink AboutContract 31143-A6 CITY SECRETARY CONTRACT NO AMENDMENT dated as of January 19,2011 to the TERMS AND RENEWAL AGREEMENT among MORGAN STANLEY& CO. INCORPORATED("Morgan Stanley")and CITY OF FORT WORTH(the"Customer") and to the MASTER REPURCHASE AGREEMENT between Morgan Stanley and the Customer Morgan Stanley and the Customer have previously entered into that certain Terms and Renewal Agreement dated as of November 12, 1993 (the"Renewal Agreement")(as amended from time to time) Morgan Stanley and the Customer have previously entered into that certain Master Repurchase Agreement dated as of October 30, 1989, as amended on November 9, 1989 (the "Amendment Agreement")(as amended from time to time). The parties have previously amended the Renewal Agreement and the Amendment Agreementto extend the term and negotiate the price differential in an Amendment dated as of January 1,2010. The parties wish to further amend the Renewal Agreement and the Amendment Agreement in accordance with the terms of this Amendment(the"Amendment"). Morgan Stanley and the Customer agree that the obligations of each party under the Current Paired Transaction shall continue to be governed by the provisions of the Renewal Agreement. NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby,the parties hereto agree as follows: 1. Amendment of the Renewal Agreement As used in the Renewal Agreement(including any Confirmation relating thereto), as amended by this Amendment, the terms "Terms and Renewal Agreement", "Agreement", "this Agreement", "herein", "hereinafter", "hereof', "hereto" and other words of similar import, shall mean the Renewal Agreement as amended hereby, unless the context otherwise specifically requires. Any term used in this Paragraph 1 and not defined shall have the meaning set forth in theRenewal Agreement. Upon execution of this Amendment by both parties, the Renewal Agreement shall be and hereby is amended as follows: (a) Paragraph 2 under"Amendments to Amendment"of the Renewal Agreement shall be deleted in its entirety and the following provision shall be added in its place: "2. Paragraph 7 (g)of the Amendment Agreement,Miscellaneous, shall be replaced in its entirety with the following: g. This Amendment Agreement shall terminate on February 28, 2011, provided, however, the Customer and Morgan Stanley may, upon at least 30 days prior notice to the other party, request a renegotiation of the Price Differential for each Repu chase Transaction to be applicable as of January 1. 201 1." OFFICIAL RECORD CITY SECRETARY FT WORTH, T'X (b) Paragraph l under"Amendments to Custody Agreement"of the Renewal Agreement shall be deleted in its entirety and the following provision shall be added in its place: 111. The first sentence of Paragraph 1 of Article VI of the Custody Agreement, Termination, shall be replaced in its entirety with the following: `This agreement shall terminate on February 28, 2011, provided, however, the Customer and Morgan Stanley may, upon at least 30 days prior notice to the other party,request a renegotiation of the Price Differential for each Repurchase Transaction to be applicable as of January 1,2011. 2. Amendment of the Amendment Agreement As used in the Amendment Agreement (including any Confirmation relating thereto), as amended by this Amendment, the terms "Master Repurchase Agreement", "Agreement", "this Agreement", "herein", "hereinafter", "hereof', "hereto" and other words of similar import, shall mean the Amendment Agreement as amended hereby, unless the context otherwise specifically requres. Any term used in this Paragraph 2 and not defined shall have the meaning set forth in the Amendment Agreement. Upon execution of this Amendment by both parties, the Amendment Agreement shall be and hereby is amended as follows: (a) Paragraph 6 of the Amendment Agreement,Price Differentials and Renewals,as amended in the Terms and Renewal Agreement dated as of November 2, 1993, shall be replaced in its entirety with the following: "a. During the term hereof, for all Paired Transactions: (1) The Price Differential applicable to each repurchase transaction in which Customer is acting a Seller of United States Treasury Securities shall, in all cases, be seven (7)basis points less than the Price Differential applicable to the corresponding repurchase transaction in which Morgan Stanley is acting as Seller. (2) The Price Differential applicable to each repurchase transaction involving Eligible Securities which represent the most current U.S. Treasury Securities issue with an original maturity of two,three,five,and ten years in which Customer is acting as Seller shall in all cases by twenty (20) basis points less than the Price Differential applicable to the corresponding repurchase in which Morgan Stanley is acting as Seller. (3) The Price Differential applicable to each repurchase transaction involving Eligible Securities which represent Federal National Mortgage Association Bullet Benchmark Bills, Notes, and Bonds and Federal Home Loan Mortgage Corporation Reference Bills, Notes, and Bonds in which Customer is acting as Seller shall in all cases by four(4)basis points less than the Price Differential applicable to the corresponding repurchase transaction in which Morgan Stanley is acting as Seller. (4) Such Price Differentials shall be effective from January 1, 201 l until February 28, 2011. All payments of net Price Differential from Morgan Stanley to Customer shall be paid on the last Business Day of each month during the term hereof or in the event such day is not a Business Day, on the next succeeding Business Day." 2 3. Representations Each party represents to the other party that all representations contained in the Agreement,as amended,are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment. 4. Miscellaneous (a) Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement. (b) Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings(except as otherwise provided herein)with respect thereto. (c) Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission)each of which will be deemed an original. (d) Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment. (e) Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York(without reference to choice of law doctrine). IN WITNESS WHEREOF,the parties have executed this Amendment on the respective dates specified below with effect from the date specified in this Amendment. MORGAN STANLEY& CO. INCORPORATED CITY OF FORT WORTH By: By: ame: Name: Karen L . Montg ery Or Title: Tho J.Kinn* Title: Assistant City Manager Date: Managing Director Date: /agl`j APPROVED TO FORM AND TEGAIaIT� �a�� NO M& REQUIRED Assistant ity Attornwy Ago°� 0 0'� Attested bye .0, YID coo 00000 tY Marty Hendrix, y Secretary OFFICIAL RECORD CITY SECRETARY FT WORTHS TX