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Home My WebLink AboutContract 30245 CITY SECRETARY _ CONTRACT NO . Execution Copy TERMINATION AGREEMENT This Termination Agreement(this"Termination Agreement"), dated as of June 29,2004 by and between JPMorgan Chase Bank(the"Escrow Agent"),the City of Fort Worth,Texas, a political subdivision of the State of Texas (the "Issuer" or the "City"), and National Westminster Bank Plc ("NatWest"). WHEREAS, Texas Commerce Bank National Association,the Issuer and NatWest have previously entered into a Forward Purchase Agreement dated as of June 30, 1995 (the "Agreement"), and WHEREAS,JPMorgan Chase Bank is the successor entity to Texas Commerce Bank National Association; and WHEREAS,NatWest has requested that it be released from its obligations under the Agreement; and WHEREAS, in response to NatWest's request, the parties have agreed to terminate the Agreement, and pursuant to Section 6.07 thereof, the terms or provisions of the Agreement may only be amended or modified in a written document signed by the Escrow Agent,NatWest and the Issuer; NOW,THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth,the parties hereto agree as follows: SECTION 1. Defined Terms. Unless otherwise specifically defined herein,each term used herein which is defined in the Agreement has the meaning assigned to such term in the Agreement. SECTION 2. Termination of Agreement. On the Business Day on which this Termination Agreement is executed by all of the parties thereto,the Agreement is terminated and no party to the Agreement shall have any further obligations or duties to any other party thereunder for any reason whatsoever.Any consideration paid or made to the City in respect to the initial execution and delivery of the Agreement shall be retained by the City. SECTION 3. Counterparts. This Termination Agreement may be executed in several counterparts and,as so executed, shall constitute one agreement binding upon the parties hereto. SECTION 4. GOVERNING LAW. THIS TERMINATION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. (NP)14680/306/FORT.WORTH/fort.worth.termination.doc M 0 UP SECTION 5. Headings. The division of this Termination Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Termination Agreement. SECTION 6. Agency Role of Greenwich Capital Markets,Inc. In connection with the termination of the Agreement, Greenwich Capital Markets, Inc. has acted as agent on behalf of NatWest. Greenwich Capital Markets, Inc. has not guaranteed, and is not otherwise responsible for, any obligations of NatWest under this Termination Agreement. [Execution Page Follows] 2 MWY)14680/306/FORT.WORTI-Ufort.worth.termination.doc t IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed and delivered as of the above referenced date. NATIONAL WESTMINSTER BANK PLC By: GREENWICH CAPITAL MARKETS, INC., as agent By: Name: Title: JPMORGAN CHASE BANK, as Escrow Agent By: Name: Title: THE CITY OF FORT WORTH, TEXAS,as ISSUER By: Na ary . Ja s Title: City Manager ATTEST- By- 3 N e. Sylvia Glover ,�rntract Authorizatiox T,lt 5: Acting City Secretary APPROVED AS TO FORM: Date By: Qu�� Name: David Yett Title: City Attorney 3 r (Nr ion Y)14680/306/FORT.WORTH/fort.worth.termination.doc � p�J�`� CITY SECRETARY CONTRACT NO. Execution Copy TERMINATION AGREEMENT This Termination Agreement(this"Termination Agreement"), dated as of June 29,2004 by and between JPMorgan Chase Bank(the"Escrow Agent"),the City of Fort Worth,Texas, a political subdivision of the State of Texas (the"Issuer" or the"City"),and National Westminster Bank Plc("NatWest"). WHEREAS,Texas Commerce Bank National Association,the Issuer and NatWest have previously entered into a Forward Purchase Agreement dated as of June 30, 1995 (the"Agreement"), and WHEREAS,JPMorgan Chase Bank is the successor entity to Texas Commerce Bank National Association; and WHEREAS,NatWest has requested that it be released from its obligations under the Agreement;and WHEREAS, in response to NatWest's request,the parties have agreed to terminate the Agreement,and pursuant to Section 6.07 thereof,the terms or provisions of the Agreement may only be amended or modified in a written document signed by the Escrow Agent,NatWest and the Issuer; NOW,THEREFORE,in consideration of the foregoing and the mutual covenants hereinafter set forth,the parties hereto agree as follows: 1 SECTION 1. Defined Terms. Unless otherwise specifically defined herein,each term used herein which is defined in the Agreement has the meaning assigned to such term in the Agreement. SECTION 2. Termination of Aureement. On the Business Day on which this Termination Agreement is executed by all ofthe.parties thereto,the Agreement is terminated and no party to the Agreement shall have any further obligations or duties to any other party thereunder for any reason whatsoever.Any consideration paid or made to the City in respect to the initial execution and delivery of the Agreement shall be retained by the City. SECTION 3. Counterparts. This Termination Agreement may be executed in several counterparts and,as so executed,shall constitute one agreement binding upon the parties hereto. SECTION 4. GOVERNING LAW. THIS TERMINATION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS,WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. (NY)14680!306/FORT.WORTH/fort.worth.terminetion.doc YEN, 07-72.-04P03 :22 RCVD SECTION 5. Headings. The division of this Termination Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Termination Agreement, SECTION 6. Agency Role of Greenwich Capital Markets,Inc. In connection with the termination of the Agreement, Greenwich Capital Markets, Inc. has acted as agent on behalf of NatWest. Greenwich Capital Markets,Inc. has not guaranteed, and is not otherwise responsible for, any obligations of NatWest under this Termination Agreement. [Execution Page Follows] 2 (NY)14680/306/FORT.WORTH/fort.worth.termination.doc n IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed and delivered as of the above referenced date. NATIONAL WESTMINSTER BANK PLC By: GREENWICH CAP T MARKETS, IN ., as age By: Name: Title: JPMORGAN CHASE BANK, as Escrow Agent By: Name: Title: THE CITY OF FORT WORTH,TEXAS,as ISSUER By: Na 7."/.Ja s Title: City Manager ATTEST• —?f--)I--�)2 By- I /?(,?I,o Na e. Sylvia Glover Contract Authorization Tit Acting CiLty Secretary oyb4 APPROVED AS TO FORM: bate ,1 By: , Name: David Yett Title: City Attorney (NY)14680/306/FORT.WORTH/fort.worth.termination.doc 3 IVIC'JG�6 EMU,@ '�� Jsv EV?0?�;� .•.4,1. r �� IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed and delivered as of the above referenced date. NATIONAL WESTMINSTER BANK PLC By: GREENWICH CAPITAL MARKETS, INC., as agent By: Name: Title: JPMORGAN CHASE BANK, as Escrow Agent By: li Name: B606 J. WOW Title: Assistant Vice President THE CITY OF FORT WORTH,TEXAS,as ISSUER By: Name: Gary W. Jackson Title: City Manager ATTEST: By: Name: Sylvia Glover Title: Acting City Secretary APPROVED AS TO FORM: By: Name: David Yett Title: City Attorney 3 (NY)14680/306/FORT.WORTMort.worth.termination.doc City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 7/6/2004 DATE: Tuesday, July 06, 2004 LOG NAME: 13NATWEST REFERENCE NO.: **C-20137 SUBJECT: Termination of a Forward Purchase Agreement with National Westminister Bank RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a Termination Agreement with National Westminister Bank (NatWest). DISCUSSION: This action relates to a 1993 General Obligation refunding. In 1995, the City restructured the escrow fund of that issue. NatWest paid the City an upfront sum for the right to invest the escrow proceeds between the maturity dates of securities and the payment dates on the refunded bonds. NatWest is now getting out of this type of business and has requested the 1995 Forward Purchase Agreement between JPMorganChase Bank, the City of Fort Worth and NatWest be terminated. The City's financial advisors and bond counsel have reviewed the request and note that since the City was prepaid on the contract, the termination should have no impact, financial or otherwise, on the City. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will have no financial impact on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by; Charles Boswell (6183) Originating Department Head: Jim Keyes (8517) Additional Information Contact: Lop-name: 13NATWEST pnoP 1 of 1