1988-05
8
RECEIVED MAR 0 9 1988
8
~
~sun Bank, N,A,
Investment Banking Division
88~{)O5
MASTER REPURCHASE AGREEMENT
Dated as of
M¡:¡rc:h 4 r 1 qAA
Between:
Sun Bank, N.A.
and
CITY OF CLERMONT. FLORIDA
1.
Applicability
From time to time the parties hereto may enter into transactions
in which Sun Bank, N.A. ("Seller") agrees to transfer to ("Buyer")
securities or financial instruments ("Securities") against the
transfer of funds by Buyer, with a simultaneous agreement by Buyer
to transfer to Seller such Securities at a date certain or on demand,
against the transfer of funds by Seller. Each such transaction
shall be referred to herein as a "Transaction" and shall be governed
by this Agreement, including any supplemental terms or conditions
contained in Annex 1 hereto, unless otherwise agreed in writing.
2.
Definitions
(a) "Act of Insolvency", with respect to any party, (i)the commence-
ment by such party as debtor of any case or proceeding under any
bankruptcy, insolvency, reorganization, liquidation, dissolution
or similar law, or such party seeking the appointment of a receiver,
trustee, custodian or similar official for such party or any substantial
part of its property, or (ii) the commencement of any such case
or proceeding against such party, or another seeking such an appointment,
or the filing against a party of an application for a protective
decree under the provisions of the Securities Investor Protection
Act of T970, which (A) is consented to or not timely contested
by such party, (B) results in the entry of an order for relief,
such an appointment, the issuance of such a protective decree or
the entry of an order having a similar effect, or (C) is not dismissed
within 15 days, (iii) the making by a party of a general assignment
for the benefit of creditors, or (iv) the admission in writing
by a party of such party's inability to pay such party's debts
as they become due;
(b) "Additiona1 Purchased Securities", Securities provided by Seller
to Buyer pursuant to Paragraph 4 (a) hereof;
(c) "Buyer's Margin Amount", with respect to any Transaction as
of any date, the amount obtained by application of a percentage
(which may be equal to the percentage that is agreed to as the
Seller's Margin Amount under subparagraph (q) of this Paragraph),
agreed to by Buyer and Seller prior to entering into the Transaction,
to the Repurchase Price for such Transaction as of such date;
P.O. Box 3833/ Orlando, Florida 32897
8
8
(d) "Confirmationll, the meaning specified in Paragraph 3(b) hereof;
(e) "Income", with respect to any Security at any time, any principal
thereof then payable and all interest, dividends or other distributions
thereon;
(f) IIMargin Deficitll, the meaning specified in Paragraph 4(a) hereof;
(g) IIMargin Excessll, the meaning specified in Paragraph 4(b) hereof;
(h) IIMarket Valuell, with respect to any Securities as of any date,
the price for such Securities on such date obtained from a generally
recognized source agreed to by the parties or the most recent closing
bid quotation from such a source, plus accrued income to the extent
not included therein (other than any income credited or transferred
to, or applied to the obli~ations of, Seller pursuant to Paragraph
5 hereof) as of such date (unless contrary to market practice for
such Securities);
(i) "Price Differentialll, with respect to any Transaction hereunder
as of any date, the aggregate amount obtained by daily application
of the Pricing Rate for such Transaction to the Purchase Price
for such Transaction on a 360 day per year basis for the actual
number of days during the period commencing on (and including)
the Purchase Date for such Transaction and ending on (but excluding)
the date of determination (reduced by any amount of such Price
Differential previously paid by Seller to Buyer with respect to
such Transaction);
(j) IIPricing Rate, the per annum percentage rate for determination
of the Price Differential;
(k) IIPrime Rate", the prime rate of U.S. money center commercial
banks as published in The Wall Street Journal;
(1) IIPurchase Datell, the date on which Purchased Securities are
transferred by Seller to Buyer;
(m) IIPurchase Pricell, (i) on the Purchase Date, the price at which
Purchased Securities are transferred by Seller to Buyer, and (ii)
thereafter, such price increased by the amount of any cash transferred
by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased
by the amount of any cash transferred by Seller to Buyer pursuant
to Paragraph 4(a) hereof or applied to reduce Seller's obligations
under clause (ii) of Paragraph 5 hereof;
(n) IIPurchased Securities", the Securities transferred by Seller
to Buyer in a Transaction hereunder, and any Securities substituted
therefor in accordance with Paragraph 9 hereof. The term IIPurchased
Securitiesll with respect to any Transaction at any time also shall
include Additional Purchased Securities delivered pursuant to Paragraph
4(a) and shall exclude Securities returned pursuant to Paragraph
4(b);
(0) IIRepurchase Datell, the date on which Seller is to repurchase
the Purchased Securities from Buyer including any date determined
by application of the provisions of Paragraph 3(c) or 11 hereof;
(p) IIRepurchase Pricell, the price at which Purchased Securities
are to be transferred from Buyer to Seller upon termination of
a Transaction, which will be determined in each case (including
Transactions terminable upon demand) as the sum of the Purchase
Price and the Price Differential as of the date of such determination,
increased by any amount determined by the application of the provisions
of Paragraph 11 hereof;
8
8
3.
(q) "Seller's ~1argin Amount", with respect to any Transaction as
of any date, the amount obtained by application of a percentage
(which may be equal to the percentage that is agreed to as the
Buyer's Margin Amount under subparagraph (c) of this paragraph),
agreed to by Buyer and Seller prior to entering into the transaction,
to the Repurchase Price for such Transaction as of such date.
Initiation; Confirmation; Termination
(a) An agreement to enter into a Transaction may be made orally
or in writing at the initiation of either Buyer or Seller. On
the Purchase Date for the Transaction, the Purchased Securities
shall be transferred to Buyer or its agent against the transfer
of the Purchase Price to an account of Seller.
(b) Upon agreeing to enter into a Transaction hereunder, Buyer
or Seller (or both), as shall be agreed, shall promptly deliver
to the other party a written confirmation of each Transaction (a
IIConfirmationll). The Confirmation shall describe the Purchased
Securities (including CUSIP number if any), identify Buyer and
Seller and set forth (i) the Purchase Date, (ii) the Purchase Price,
(iii) the Repurchase Date, unless the Transaction is to be terminable
on demand, (iv) the Pricing Rate or Repurchase Price applicable
to the Transaction and, (v) any additional terms or conditions
of the Transaction not inconsistent with this Agreement. The Confirmation,
together with this Agreement, shall constitute conclusive evidence
of the terms agreed between Buyer and Seller with respect to the
Transaction to which the Confirmation relates, unless with respect
to the Confirmation specific objection is made promptly after receipt
thereof. In the event of any conflict between the terms of such
Confirmation and this Agreement, this Agreement shall prevail.
(c) In the case of Transactions terminable upon demand, such demand
shall be made by Buyer or Seller, no later than such time as is
customary in accordance with market practice, by telephone or otherwise
on or prior to the business day on which such termination will
be effective. On the date specified in such demand, or on the
date fixed from termination in the case of Transactions having
a fixed term, termination of the Transaction will be effected by
transfer to Seller or its agent of the Purchased Securities and
any income in respect thereof received by Buyer (and not previously
credited or transferred to, or applied to the obligations of, Seller
pursuant to Paragraph 5 hereof) against the transfer of the Repurchase
Price to an account of Buyer.
4.
Margin Maintenance
(a) If at any time the aggregate Market Value of all Purchased
Securities subject to all Transactions in which a particular party
hereto is acting as Buyer is less than the aggregate Buyer's Margin
Amount for all such Transactions (a "Margin Deficitll), then Buyer
may by notice to Seller require Seller in such Transactions, at
Seller's option, to transfer to Buyer cash or additional Securities
reasonably acceptable to Buyer (IIAdditional Purchased Securities"),
so that the cash and aggregate Market Value of the Purchased Securities,
including any such Additional Purchased Securities, will thereupon
equal or exceed such aggregate Buyer's Margin Amount (decreased
by the amount of any Margin Deficit as of such date arising from
any Transactions in which such Buyer is acting as Seller).
8
8
5.
(b) If at any time the aggregate Market of all Purchased Securities
subject to all Transactions in which a particular party hereto
is acting as Seller exceeds the aggregate Seller's Margin Amount
for all such Transactions at such time (a "Margin Excess"). then
Seller may by notice to Buyer require Buyer in such Transactions.
at Buyer's option, to transfer cash or Purchased Securities to
Seller, so that the aggregate Market Value of the Purchased Securities,
after deduction of any such cash or any Purachased Securities so
transferred, will thereupon not exceed such aggregate Seller's
Margin Amount (increased by the amount of any Margin ExceSs as
of such date arising from any Transactions in which such Seller
is acting as Buyer).
(c) Any cash transferred pursuant to this Paragraph shall be attributed
to such Transactions as shall be agreed upon by Buyer and Seller.
(d) Seller and Buyer may agree to any or all Transactions hereunder.
that the respective rights of Buyer of Seller (or both) undersubparagraphs
(a) and (b) of this Paragraph may be exercised only where a Margin
Deficit or Margin Excess exceeds a specified dollar amount or a
specified percentage of the Repurchase Prices for such Transactions
(which amount or percentage shall be agreed to by Buyer and Seller
prior to entering into any such Transactions).
(e) Seller and Buyer may agree, with respect to any or all Transactions
hereunder, that the respective rights of Buyer and Seller under
subparagraphs (a) and (b) of this Paragraph to require the elimination
of a Margin Deficit or a Margin Excess, as the case may be exercised
whenever such a Margin Deficit or Margin Excess exists with respect
to any single Transaction hereunder (calculated without regard
to any other Transaction outstanding under this Agreement).
Income Payments
Where a particular Transaction's term extends over an income payment
date on the Securities subject to that Transaction, Buyer shall,
as the parties may agree with respect to such Transaction (or.
in the absence of any agreement, as Buyer shall reasonably determine
in its discretion, on the date such income is payable either (i)
transfer to or credit to the account of Seller an amount equal
to such income payment or payments with respect to any Purchased
Securities subject to such Transaction or (ii) apply the income
payment or payments to reduce the amount to be transferred to Buyer
by Seller upon termination of the Transaction. Buyer shall not
be obligated to take any action pursuant to the preceding sentence
to the extent that such action would result in the creation of
a Margin Deficit, unless prior thereto or simultaneously therewith
Seller transfers to Buyer cash or Additional Securities sufficient
to eliminate such Margin Deficit.
6.
Secur;ty Interest
Although the parties intend that all Transactions hereunder be
sales and purchases and not loans, in the event any such Transactions
are deemed to be loans, Seller shall be deemed to have pledged
to Buyer as security for the performance by Seller of its obligations
under each such Transaction, and shall be deemed to have granted
to Buyer a security interest in, all of the Purchased Securities
with respect to all Transactions hereunder and all proceeds thereof.
8
8
7.
Payment and Transfer
Unless otherwise mutually agreed, all transfers of funds hereunder
shall be in immediately available funds. All Securities transferred
by one party hereto to the other party (i) shall be in suitable
form for transfer or shall be accompanied by duly executed instruments
of transfer or assignment in blank and such other documentation
as the party receiving possession may reasonably request, (ii)
shall be transferred on the book-entry system of a Federal Reserve
Bank, or (iii) shall be transferred by any other method mutually
acceptable to Seller and Buyer. As used herein with respect to
Securities, IItransferll is intended to have the same meaning as
when used in Section 8-313 of the New York Uniform Commercial Code
or, where applicable, in any federal regulation governing transfers
of the Securities.
8.
Segregation of Purchased Securities
To the extent required-by applicable law, all Purchased Securities
in the possession of Seller shall be segregated from other securities
in its possession and shall be identified as subject to this Agreement.
Segregation may be accomplished by appropriate identification on
the books and records of the holder, including a financial intermediary
or a clearing corporation. Title to all Purchased Securities shall
pass to Buyer and, unless otherwise agreed by Buyer and Seller,
nothing in this Agreement shall preclude Buyer from engaging in
repurchase transactions with the Purchased Securities or otherwise
pledging or hypothecating the Purchased Securities, but no such
transaction shall relieve Buyer of its obligations to transfer
Purchased Securities to Seller pursuant to Paragraphs 3,4 or 11
hereof, or of Buyer's obligation to credit or pay Income to, or
apply Income to the obligations of, Seller pursuant to Paragraph
5 hereof.
Required Disclosure for Transactions in Which the Seller
Retains Custody of the Purchased Securities
Seller is not permitted to substitute other securities for
those subject to thi s Agreement and therefore must keep
Buyer"s securities segregated at all times, unless in this
Agreement Buyer grants Seller the right to substitute other
securities. If Buyer grants the right to substitute, this
means that Buyer's securities will likely be commingled with
Seller's own securities during the trading day. Buyer is
advised that, during any trading day that Buyer's securities
are commingled with Seller's securities, they may be subject
to 1 iens granted by Seller to thi rd parties and may be used
by Seller for deliveries on other securities transactions.
Whenever the securities are commingled, Seller's ability to
resegregate substitute securities for Buyer will be subject
to Seller's ability to satisfy any lien or to obtain substitute
securities.
8
8
9.
Substitution
(a) Seller may, subject to agreement with and acceptance by Buyer,
substitute other Securities for any Purchased Securities. Such
substitution shall be made by transfer to Buyer of such other Securities
and transfer to Seller of such Purchased Securities. After substitution,
the substituted Securities shall be deemed to be Purchased Securities.
(b) In Transactions in which the Seller retains custody of Purchased
Securities, the parties expressly agree that Buyer shall be deemed,
for purposes of subparagraph (a) of this Paragraph, to have agreed
to and accepted in this agreement substitution by Seller of other
Securities for Purchased Securities; provided, however, that such
other Securities shall have a Market Value at least equal to the
Market Value of the Purchased Securities for which they are substituted.
10.
Representations
Each of Buyer and Seller represents and warrants to the other that
(i) it is duly authorized to execute and deliver this Agreement,
to enter into the Transactions contemplated hereunder and to perform
its obligations hereunder and has taken all necessary action to
authorize such execution, delivery and performance, (ii) it will
engage in such Transactions as principal (or, if agreed in writing
in advance of any Transaction by the other party hereto as agent
for a disclosed principal), (iii) the person signing this Agreement
on its behalf is duly authorized to do so on its behalf (or on
behalf of any such disclosed principal), (iv) it has obtained all
authorizations of any governmental body required in connection
with this Agreement and the Transactions hereunder and such authorizations
are in full force and effect and (v) the execution, delivery and
performance of this Agreement and the Transactions hereunder will
not violate any law ordinance charter by-law or rule applicable
to it or any agreement by which it is bound or by which any of
its assets are affected. On the Purchase Date for any Transaction
Buyer and Seller shall each be deemed to repeat all the foregoing
representations made by it.
11.
Events of Default
In the event that (i) Seller fails to repurchase or Buyer fails
to transfer Purchased Securities upon the applicable Repurchase
Date, (ii) Seller or Buyer fails, after one business day's notice,
to comply with Paragraph 4 hereof. (iii) Buyer fails to comply
with Paragraph 5 hereof, (iv) an Act of Insolvency occurs with
respect to Seller or Buyer, (v) any representation made by Seller
or Buyer shall have been incorrect or untrue in any material respect
when made or repeated or deemed to have been made or repeated,
or (vi) Seller or Buyer shall admit to the other its inability
to, or its intention not to, perform any of its obligations hereunder
(each an "Event of Default"):
(a) At the option of the nondefau1ting party, exercised by written
notice to the defaulting party (which option shall be deemed to
have been exercised, even if no notice is given. immediately upon
the occurrence of an Act of Insolvency), the Repurchase Date for
each Transaction hereunder shall be deemed immediately to occur.
(b) In all Transactions in which the defaulting party is acting
8
8
as Seller, if the nondefaulting party exercises or is deemed to
have exercised the option referred to in subparagraph (a) of this
Paragraph, (i) the defaulting party.s obligations hereunder to
repurchase all Purchased Securities in such Transactions shall
thereupon become immediately due and payable, (ii) to the extent
permitted by applicable law, the Repurchase Price with respect
to each such Transaction shall be increased by the aggregate amount
obtained by daily application of (x) the greater of the Pricing
Rate for such Transaction or the Prime Rate to (y) the Repurchase
Price for such Transaction as of the Repurchase Date as determined
pursuant to subparagraph (a) of this Paragraph (decreased as of
any day by (A) any amounts retained by the nondefaulting party
with respect to such Repurchase Price pursuant to clause (iii)
of this subparagraph, (B) any proceeds from the sale of Purchased
Securities pursuant to subparagraph (d)(i) of this Paragraph, and
(C) any amounts credited to the account of the defaulting party
pursuant to subparagraph (e) of this Paragraph) on a 360 day per
year basis for the actual number of days during the period from
and including the date of the Event of Default giving rise to such
option to but excluding the date of payment of the Repurchase Price
as so increased, (iii) all Income paid after such exercise or deemed
exercise shall be retained by the nondefaulting party and applied
to the aggregate unpaid Repurchase Prices owed by the defaulting
party, and (iv) the defaulting party shall immediately deliver
to the nondefaulting party any Purchased Securities subject to
such Transactions then in the defaulting party's possession.
(c) In all Transactions in which the defaulting party is acting
as Buyer, upon tender by the nondefaulting party of payment of
the aggregate Repurchase Prices for all such Transactions, the
defaulting party.s right, title and interest in all Purchased
Securities subject to such Transactions shall be deemed transferred
to the nondefaulting party, and the defaulting party shall deliver
all such Purchased Securities to the nondefaulting party.
(d) After one business day"s notice to the defaulting party (which
notice need not be given if an Act of Insolvency shall have occurred,
and which may be the notice given upon subpara~raph (a) of this
Paragraph or the notice referred to in clause (ii) of the first
sentence of this Paragraph), the nondefaulting party may:
(i) as to Transactions in which the defaulting party is acting
as Seller, (A) immediately sell, in a recognized market at
such price or prices as the nondefaulting party may reasonably
deem satisfactory, any or all Purchased Securities subject
to such Transactions and apply the proceeds thereof to the
aggregate unpaid Repurchase Prices and any other amounts owing
by the defaulting party hereunder or (B) in its sole discretion
elect, in lieu of selling all or a portion of such Purchased
Securities, to give the defaulting party credit for such Purchased
Securities in an amount equal to the price therefor on such
date, obtained from a generally recognized source or the most
recent closing bid quotation from such a source, against the
aggregate unpaid Repurchase Prices and any other amounts owing
by the defaulting party hereunder; and
(ii) as to Transactions in which the defaulting party is acting
as Buyer, (A) purchase securities (IiReplacement Securitiesll)
8
8
of the same class and amount as any Purchased Securities that
are not delivered by the defaulting party to the nondefaulting
party as required hereunder or (B) in its sale discretion
elect, in lieu of purchasing Replacement Securities. to be
deemed to have purchased Replacement Securities at the price
therefor on such date, obtained from a generally recognized
source or the most recent closing bid quotation from such
a source.
(e) As to Transactions in which the defaulting party is acting
as Buyer, the defaulting party shall be liable to the nondefaulting
party (i) with respect to Purchased Securities (other than Additional
Purchased Securities), for any excess of the price paid (or deemed
paid) by the nondefaulting party for Replacement Securities therefor
over the Repurchase Price for such Purchased Securities and (ii)
with respect to Additional Purchased Securities, for the price
paid (or deemed paid) by the nondefaulting party for the Replacement
Securities therefor. In addition, the defaulting party shall be
liable to the nondefaulting party for interest on such remaining
liability with respect to each such purchase (or deemed purchase)
or Replacement Securities from the date of such purchase (or deemed
purchase) until paid in full by Buyer. Such interest shall be
at a rate equal to the greater of the Pricing Rate for such Transaction
or the Prime Rate.
(f) For purposes of this Paragraph 11, the Repurchase Price for
each Transaction hereunder in respect of which the defaulting party
is acting as Buyer shall not increase above the amount of such
Repurchase Price for such Transaction determined as of the date
of the exercise or deemed exercise by the nondefau1ting party of
its option under subparagraph (a) of this Paragraph.
(g) The defaulting party shall be liable to the nondefaulting party
for the amount of all reasonable legal or other expenses incurred
by the nondefaulting party in connection with or as a consequence
of an Event of Default, together with interest thereon at a rate
equal to the greater of the Pricing Rate for the relevant Transaction
or the Prime Rate.
(h) The nondefaulting party shall have, in addition to its rights
hereunder, any rights otherwise available to it under any other
agreement or applicable law.
12.
Single Agreement
Buyer and Seller acknowledge that, and have entered hereinto and
will enter into each transaction hereunder in consideration of
and in reliance upon the fact that, all Transactions hereunder
constitute a single business and contractual relationship and have
been made in consideration of each other. Accordingly, each of
Buyer and Seller agrees (1) to perform all of its obligations in
respect of each Transaction hereunder, and that a default in the
performance of any such obligations shall constitute a default
by it in respect of all Transactions hereunder, (ii) that each
of them shall be entitled to set off claims and apply property
held by them in respect of any Transaction against obligations
owin9 to them in respect of any other Transactions hereunder and
(iii) that payments, deliveries and other transfers made by either
of them in respect of any Transaction shall be deemed to have been
made in consideration of payments, deliveries and other transfers
in respect of any other Transactions hereunder, and the obligations
to make any such payments, deliveries and other transfers may be
applied against each other and netted.
8
8
13.
Notices and Other Coa8Unicat1ons
Unless another address is specified in writing by the respective
party to whom any notice or other communication 1s to be given
hereunder. all other notices or communications shall be in writing
or confirmed in writing and delivered at the respective addresses
set forth in Annex II attached hereto.
Entire Agreement; Severability
This Agreement shall supersede any existing agreements between
the parties containing general terms and conditions for repurchase
transactions. Each provision and agreement herein shall be treated
as separate and independent from any other provision or agreement
herein and shall be enforceable notwithstanding the unenforceability
of any such other provision or agreement.
14.
Non-assignability; Teniination
The rights and obligations of the parties under this Agreement
and under any Transaction shall not be assigned by either party
without the prior written consent of the other party. Subject
to the foregoing. this Agreement and any Transactions shall be
binding upon and shall inure to the benefit of the parties and
their respective successors and assigns. This Agreement may be
cancelled by either party upon given written notice to the other.
except that this Agreement shall. notwithstanding such notice.
remain applicable to any Transactions then outstanding.
16. Goveming La.
This Agreement shall be governed by the laws of the State of New York
without giving effect to the conflict of law principles thereof.
15.
17.
No Waivers, Etc.
No express or implied waiver of any Event of Default by either
party shall constitute a waiver of any other Event of Default and
no exercise of any remedy hereunder by any party shall constitute
a waiver of its right to exercise any other remedy hereunder.
No modification or waiver of any provision of this Agreement and
no consent by any party to a departure herefrom shall be effective
unless and until such shall be in writing and duly executed by
both of the parties hereto. Without limitation on any of the foregoing.
the failure to give a notice pursuant to subparagraphs 4(a) or
4(b) hereof will not constitute a waiver of any right to do so
at a later date.
18.
Use of E8ployee Plan Assets
(a) If assets of any employee benefit plan subject to any provision
of the Employee Retirement Income Security Act of 1974 (IIERISA")
are intended to be used by either party hereto (the "Plan Partyll)
in a Transaction, the Plan Party shall so notify the other party
prior to the Transaction. The Plan Party shall represent in writing
to the other party that the Transaction does not constitute a prohibited
transaction under ERISA or is otherwise exempt therefrom. and the
other party may proceed in reliance thereon but shall not be required
so to proceed.
8-
8
(b) Subject to the last sentence of subparagraph (a) of this Paragraph,
any such Transaction shall proceed only if Seller furnishes or
has furnished to Buyer its most recent available audited statement
of its financial condition and its most recent subsequent unaudited
statement of its financial condition.
(c) By entering into a Transaction pursuant to this Paragraph,
Seller shall be deemed (i) to represent to Buyer that since the
date of Seller's latest such financial statements, there has been
no material adverse change in Seller's financial condition which
Seller has not disclosed to Buyer, and (ii) to agree to provide
Buyer with future audited and unaudited statements of its financial
condition as they are issued, so long as it is a Seller in any
outstanding Transaction involving a Plan Party.
19.
Intent
(a) The parties recognize that each Transaction is a "repurchase
agreement" as that tern is defined in Section 101 of Title 11 of
the United States Code, as amended (except insofar as the type
of Securities subject to such Transaction or the tern of such Transaction
would render such definition inapplicable), and a "securities contract"
as that tern is defined in Section 741 of Title 11 of the United
States Code, as amended.
(b) It is understood that either party's right to liquidate Securities
delivered to it in connection with Transactions hereunder or to
exercise any other remedies pursuant to Paragraph 11 hereof, is
a contractual right to liquidate such Transaction as described
in Sections 555 and 559 of Title 11 of the United States Code,
as amended.
20.
Disclosure Relating to Certain Federal Protections
The parties acknowledge that they have been advised that:
(a) in the case of Transactions in which one of the parties is
a broker or dealer registered with the Securities and Exchange
Commission ("SEC") under Section 15 of the Securities Exchange
Act of 1934 ("1934 Act"), the Securities Investor Protection Corporation
has taken the position that the provisions of the Securities Investor
Protection Act of 1970 ("SIPA") do not protect the other party
with respect to any Transaction hereunder;
(b) in the case of Transactions in which one of the parties is
a government securities broker or a government securities dealer
registered with the SEC under Section 15C of the 1934 Act, SIPA
will not provide protect10n to the other party with respect to
any Transaction hereunder;'and
(c) in the case of Transactions in which one of the parties is
a financial institution, funds held by the financial instution
pursuant to a Transaction hereunder are not a deposit and therefore
are not insured by the Federal Deposit Insurance Corporation, the
Federal Savings and Loan Insurance Corporation or the National
Credit Union Share Insurance Fund as applicable,
(Name of Party)
By ít~-
Title C MANAGER
By
Date
March 4. 1988
r1a rch 8, 1988
8
8
Appex I
Sun Bank, N.A.
200 S. Orange Avenue
Orlando, Florida 32801
SUPPLEMENTAL PROVISIONS TO
MASTER REPURCHASE AGREEMENT
Dated as of ~1arch it. 1988
Between:
Sun Bank, N.A.
and
CITY OF CLERMONT. FLORIDA
The parties hereto agree that, notwithstanding any prior agreements
between them, the following terms and conditions shall govern all trans-
actions hereafter entered into between them in which Sun Bank, N.A.
CISe 11 erll) agrees to transfer to _CitX of Cl ermont (IIBuyerll) securi ti es
or financial instruments (IISecurities ) against the transfer of funds
by Buyer, with a simultaneous agreement by Buyer to transfer to Seller
such Securities at a date certain or on demand, against the transfer
of funds by Seller (each such transaction referred to herein as a IITransactionll):
1.
Disclosure Relating to Certain Federal Protections. The parties
acknowledge that they have been advised that: (a) Funds held by
Sun Bank, N.A. pursuant to a Transaction here under are not a deposit
and therefore are not insured by the Federal Deposit Insurance
Corporation.
Substitution. (a) Seller may, subject to agreement with an acceptance
by Buyer, substitute other Securities for any Purchased Securities
(as defined below). Such substitution shall be made by transfer
to Buyer of such other Securities and transfer to Seller of such
Purchased Securities. After substitution, the substituted Securities
shall be deemed to be Purchased Securities for purposes of this
Agreement or any prior Agreement between the parties with respect
to Transactions hereunder.
(b) In Transactions in which the Seller retains custody of Purchased
Securities, the parties expressly agree that Buyer shall be deemed,
for purposes of subparagraph (a) of this Paragraph, to have agreed
to the accepted in this Agreement substitution by Seller of other
Securities for Purchased Securities; provided, however, that such
other Securities shall have a market value (determined as previously
agreed between the parties or, in the absence of any such prior
agreement, as the parties may hereafter agree) at least equal to
the market value (as so determined) of the Purchased Securities
for which they are substituted.
2.
8
8
(c) As used herein, "Purchased Securities" shall mean the Securities
transferred by Seller to Buyer in a Transaction hereunder, and
any Securities substi tuted therefore i n accordance with thi s
Paragraph. The term "Purchased Securities" shall also include
any other Securities delivered to Buyer pursuant to any margin
maintenance or similar agreements between the parties and shall
exclude any Securities returned pursuant to any such agreements.
3. Transfer. As used herei n, and i n any pri or agreement between
the parties with respect to Transactions hereunder, "transfer"
is intended to have the same meaning as when used in Section 8-313
of the New York Unifonn Commercial Code or, where applicable, in
any federal regulation governing transfer of the Securities.
4. Segregation. Seller shall be requi red to segregate Purchased
Securities in its possession from other securities in its possession
and to identify such Purchased Securities as subject to this
Agreement (and any prior agreement between the parties with respect
to any Transactions hereunder) solely to the extent that such segre-
gation and identification are required by applicable law or to
effect validly a transfer hereunder.
\
Vice President
(Name of par~
By 1; /
Ti tl e C1 MANAGER
By
March 8, 1988
Date March 4, 1988
., . .
8
8
ANNEX 18
Names and Addresses for Communications Between Parties
SELLER
SunBank, N.A.
Investment Banking Division
P. O. Box 3833
Or1ando, FL 32897
Contact: Marte11e Boe1ter
Phone:
305/237-4382
BUYER
Name:
CITY OF CLERMONT
Address: P.O. BOX 219
CLERMONT. FL.
32711
Contact: JOSEPH E. VAN ZILE
Phone: 904-394-4081
Tax id: 59-6000290
Account: #