HomeMy WebLinkAboutContract 40755-A2 ' Amendment Numbed to Municipal Equipment Lease/Purchase
Agreement dated as of September 7, 2010
And Waiver to Trust Supelement No. 23 dated September 29,2010
This Amendment and Waiver(this"Amendment and Waiver"),is made this ..$day of August, 2012 between Wells Fargo Bank,
National Association,not in its individual capacity but solely as trustee under the Trust Agreement(as defined below) ("Trustee"), City
of Fort Worth,a home rule municipal corporation situated in Tarrant,Denton,Parker and Wise Counties,Texas("Lessee"), Johnson
Controls, Inc.,a Wisconsin corporation("JCI"), and Johnson Controls Performance Funding, LLC,a Delaware limited liability
company("JCPF").
CITY SECTARY
WITNES S ETH :
WHEREAS, JCI and Lessee are parties to the Municipal Equipment Lease/Purchase Agreement dated as of September 7,2010(the
"Agreement"),certain rights in which have been conveyed by JCI to JCPF and further conveyed to Johnson Controls Performance
Funding Trust;
WHEREAS, JCPF, Banc of America Public Capital Corp,and Trustee are parties to Trust Supplement No.23 dated September 29,
2010 the"Trust Supplement")to Johnson Controls Performance Funding Trust Pass Through Trust Agreement, Series 2001-1 dated
� pp � g l� �
October 15,2001 (as amended and supplemented from time to time,the"Trust Agreement")between JCPF and Trustee;and
WHEREAS,the parties hereto desire to amend certain provisions of the Agreement and to waive certain provisions of the Trust
Supplement;
NOW,THEREFORE, in consideration of the premises and the mutual obligations hereinafter contained,and for other good and
valuable consideration,the receipt whereof is hereby acknowledged,the parties hereto agree as follows:
1. Section 1.01 of the Agreement is amended by deleting in the definition of"Acquisition Period"the date July 7, 2012 and
replacing it with December 31,2012.
2. Except as amended or waived hereby, each of the Agreement and the Trust Supplement shall remain in full force and
effect and is in all respects hereby ratified and affirmed.
3. For the purposes of this Amendment and Waiver only, each party to the Trust Supplement agrees to and hereby waives the
requirement for Trustee to receive an Opinion of Tax Counsel with respect to an amendment to, inter alia,the Contract,as
set forth in Section 1.3(c)of the Trust Supplement(each of the terms"Opinion of Tax Counsel"and"Contract"having
the meaning ascribed thereto in the Trust Supplement).
4. In accordance with,and in satisfaction of, Section 8.4 of the Trust Agreement,JCPF hereby certifies to Trustee that
Trustee's execution of this Amendment and Waiver is authorized or permitted by the Trust Agreement.
IN WITNESS WHEREOF,the parties hereunto have caused this instrument to be executed by their duly authorized officers as of the
day and year first above written.
Wells Fargo Bank,National Association, as Trustee City of Fort Worth,Texas
By: By:
Printed Name: Printed Name: FernanAa
Title: Title: Arc's t 5 Mat not Ae r
Banc of America Public Capital Corp Johnson Controls,Inc.
By By:
Printed Name: Printed Name:
Title: Title:
Johnson Controls Performance Funding, LLC
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Amendment and Waiver , _ L Kays6�ti Page 1 of 1
09--13-12 All : '12 IN
Amendment Number T to Municipal Equipment Lease/Purchic
• Agreement dated as of September 7,2010
and
Waiver to Trust Supplement No. 23 dated September 29, 2010
This Amendment and Waiver(this"Amendment and Waiver"),is made this day of August,2012 between Wells Fargo Bank,National
Association,not in its individual capacity but solely as trustee under the Trust Agreement(as defined below)("Trustee"),City of Fort Worth,a home
rule municipal corporation situated in Tarrant,Denton,Parker and Wise Counties,Texas("Lessee"),Johnson Controls,Inc.,a Wisconsin corporation
('10"),and Johnson Controls Performance Funding,LLC,a Delaware limited liability company("JCPF"},
WITNESSETH :
WHEREAS,JCI and Lessee are parties to the Municipal Equipment Lease/Purchase Agreement dated as of September 7,2010(the"Agreement"},
certain rights in which have been conveyed by.ICI to JCPF and further conveyed to Johnson Controls Performance Funding Trust;
WHEREAS,JCPF,Banc of America Public Capital Corp, and Trustee are parties to Trust Supplement No.23 dated September 29,2010(the"Trust
Supplement")to Johnson Controls Performance Funding Trust Pass Through Trust Agreement,Series 2001-1,dated October 15,2001 (as amended and
supplemented from time to time,the"Trust Agreement")between JCPF and Trustee;and
WHEREAS,the parties hereto desire to amend certain provisions of the Agreement and to waive certain provisions of the Trust Supplement;
NOW,THEREFORE, in consideration of the premises and the mutual obligations hereinafter contained,and for other good and valuable
consideration,the receipt whereof is hereby acknowledged,the parties hereto agree as follows:
I. Section ).01 of the Agreement is amended by deleting in the definition of"Acquisition Period"the date July 7,2012 and replacing it
with December 31,2012,
2. Except as amended or waived hereby,each of the Agreement and the Trust Supplement shall remain in full force and effect and is in all
respects hereby ratified and affirmed.
3. For the purposes of this Amendment and Waiver only,each party to the Trust Supplement agrees to and hereby waives the requirement
for Trustee to receive an Opinion of Tax Counsel with respect to an amendment to,inter alia,the Contract,as set forth in Section 13(c)
of the Trust Supplement(each of the terms"Opinion of Tax Counsel"and"Contract"having the meaning ascribed thereto in the Trust
Supplement).
4. In accordance with,and in satisfaction of,Section 8.4 of the Trust Agreement,JCPF hereby certifies to Trustee that Trustee's execution
of this Amendment and Waiver is authorized or permitted by the Trust Agreement.
IN WITNESS WHEREOF,the parties hereunto have caused this instrument to be executed by their duly authorized officers as of the day and year
first above written.
Wells Fargo Bank,National Association,as Trustee City of Fort Worth,Texas
By: By:
Printed Name: Printed Name:
Title: Title:
B f America ublic 1 Johnson Controls,Inc.
B . r -� By:
end J. Pr�lr�
Printed Name: Printed Name:
1'3
Title: Title:
Johnson Controls Performance Funding,LLC
By:
Printed Name:
Title:
P elofI
Amendment and Waiver � ag
Amendment Number,to Municipal Equipment Lease/Purchase
Agreement dated as of September 7,2010
And Waiver to Trust Element No.23 dated September 29 2010
This Amendment and Waiver(this"Amendment and Waiver"},is made this ff7ay of August,2012 between Wells Fargo Bank
National Association,not in its individual capacity but solely as trustee under the Trust Agreement(as defined below)("Trustee"),City
of Fort Worth,a home rule municipal corporation situated in Tarrant,Denton,Parker and Wise Counties, Texas("Lessee");Johnson
Controls, Inc.,a Wisconsin corporation("JCl"},and Johnson Controls Performance Funding, LLC,a Delaware limited liability
company("JCPF").
WITNESSETH :
WHEREAS,JC1 and Lessee are parties to the Municipal Equipment Lease/Purchase Agreement dated as of September 7,2010(the
certain ri is in which have been conveyed b JC1 to JCPF and further conveyed to Johnson Controls Performance
"Agreement"), rights y y y
Funding Trust;
WHEREAS,JCPF, Banc of America Public Capital Corp,and Trustee are parties to Trust Supplement No.23 dated September 29,
2010(the"Trust Supplement")to Johnson Controls Performance Funding Trust Pass Through Trust Agreement,Series 2001-1,dated
October 15,2001 (as amended and supplemented from time to time,the"Trust Agreement")between JCPF and Trustee; and
WHEREAS,the parties hereto desire to amend certain provisions of the Agreement and to waive certain provisions of the Trust
Supplement;
NOW,THEREFORE, in consideration of the premises and the mutual obligations hereinafter contained,and for other good and
valuable consideration,the receipt whereof is hereby acknowledged,the parties hereto agree as follows:
1. Section 1.01 of the Agreement is amended by deleting in the definition of"Acquisition Period"the date July 7,2012 and
replacing it with December 31,2012.
2. Except as amended or waived hereby,each of the Agreement and the Trust Supplement shall remain in full force and
effect and is in all respects hereby ratified and affirmed.
3. For the purposes of this Amendment and Waiver only,each party to the Trust Supplement agrees to and hereby waives the
requirement for Trustee to receive an Opinion of Tax Counsel with respect to an amendment to, inter alia,the Contract,as
set forth in Section 1.3(c)of the Trust Supplement(each of the terms"Opinion of Tax Counsel"and"Contract"having
the meaning ascribed thereto in the Trust Supplement).
4. In accordance with,and in satisfaction of,Section 8.4 of the Trust Agreement,JCPF hereby certifies to Trustee that
Trustee's execution of this Amendment and Waiver is authorized or permitted by the Trust Agreement.
IN WITNESS WHEREOF,the parties hereunto have caused this instrument to be executed by their duly authorized officers as of the
day and year first above written.
Wells Fargo Bank,National Association,as Trustee City of Fort Worth, Texas
By:
Printed Name: inn M.Steiner Printed Name:
Title: Vice President Title:
Banc of America Public Capital Corp Johnson Controls, Inc.
By: By:
Printed Name: Printed Name:
Title: Title:
Johnson Controls Performance Funding, LLC
By:
Printed Name:
Title:
Counterpart No. of manually executed and serially numbered counterparts.
w /
Amendment Numherlto Municipal Equipment Lease/Purchase
Agreement dated as of September 7, 2010
And Waiver to Trust Su lement No. 23 dated Se tember 29 2010
This Amendment and Waiver(this"Amendment and Waiver"),is made this'aBday of August,2012 between Wells Fargo Bank,
National Association,not in its individual capacity but solely as trustee under the Trust Agreement(as defined below)("Trustee"),City
Of Fort Worth, a home rule municipal corporation situated in Tarrant,Denton,Parker and Wise Counties,Texas("Lessee"),Johnson
Controls,Inc.,a Wisconsin corporation("JCI"),and Johnson Controls Performance Funding,LLC,a Delaware limited liability
company("JCPF").
WITNESSETH .-
WHEREAS,JCI and Lessee are parties to the Municipal Equipment Lease/Purchase Agreement dated as of September 7,2010(the
"Agreement"),certain ri rights in which have been conveyed b JCI to JCPF and further conveyed to Johnson Controls Performance
g Y Y Y
Funding Trust;
WHEREAS,JCPF,Banc of America Public Capital Corp,and Trustee are parties to Trust Supplement No. 23 dated September 29,
2010(the"Trust Supplement" to Johnson Controls Performance Funding Trust Pass Through Trust Agreement,Series 200 1-1,dated
October 15,2001 (as amende and supplemented from time to time,the"Trust Agreement")between JCPF and Trustee;and
WHEREAS,the parties hereto desire to amend certain provisions of the Agreement and to waive certain provisions of the Trust
Supplement;
NOW,THEREFORE,in consideration of the premises and the mutual obligations hereinafter contained,and for other good and
valuable consideration,the receipt whereof is hereby acknowledged,the parties hereto agree as follows:
I. Section 1.01 of the Agreement is amended by deleting in the definition of"Acquisition Period"the date July 7,2012 and
replacing it with December 31,2012.
2. Except as amended or waived hereby, each of the Agreement and the Trust Supplement shall remain in full force and
effect and is in all respects hereby ratified and affirmed.
3. For the purposes of this Amendment and Waiver only,each party to the Trust Supplement agrees to and hereby waives the
requirement for Trustee to receive an opinion of Tax Counsel with respect to an amendment to, inter alia,the Contract,as
set forth in Section 1.3(c)of the Trust Supplement(each of the terms"Opinion of Tax Counsel" and"Contract"having
the meaning ascribed thereto in the Trust Supplement).
4. In accordance with,and in satisfaction of, Section 8.4 of the Trust Agreement,JCPF hereby certifies to Trustee that
Trustee's execution of this Amendment and Waiver is authorized or permitted by the Trust Agreement.
IN WITNESS WHEREOF,the parties hereunto have caused this instrument to be executed by their duly authorized officers as of the
day and year first above written.
Wells Fargo Bank,National Association, as Trustee City of Fort Worth,Texas
By:_— _ By.
Printed Name: Printed Name:
Title: Title:
Banc of America Public Capital Corp Johnson Controls,Inc.
By: -�--- By- _(t r
Printed Name: Printed Name:
Title: Title: �C.
Johnson Controls Performance in C
Sy.
Printed Name: ��
Title: o►-
Counterpart No. of_ manually executed and serially numbered counterparts.
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