HomeMy WebLinkAboutRes 1996-04 Terror Lake TrusteesALASKA ENERGY AUTHORITY
RESOLUTION NO. 1996-04
RESOLUTION OF THE ALASKA ENERGY AUTHORITY RELATING TO
THE RESIGNATION OF FIRST TRUST OF NEW YORK NATIONAL
ASSOCIATION, AS SUCCESSOR TRUSTEE TO MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, AS TRUSTEE UNDER THE
AUTHORITY'S RESOLUTION ADOPTED JUNE 18, 1982, RELATING
TO THE ISSUANCE OF THE AUTHORITY'S TERROR LAKE HYDRO-
ELECTRIC PROJECT NOTES; THE APPOINTMENT OF FIRST TRUST
NATIONAL ASSOCIATION AS SUCCESSOR TRUSTEE; AND RELAT-
ED MATTERS.
WHEREAS, on June 18, 1982, the Alaska Energy Authority (the "Authority")
adopted its resolution entitled "Resolution Authorizing $115,000,000 Principal Amount
Of Variable Rate Demand Notes (Terror Lake Hydroelectric Project) Of The Alaska
Power Authority; Covenanting With Respect To The Issuance Of Bonds To Refund
The Notes; And Authorizing The Execution Of A Credit Agreement And A Sales
Agency Agreement With Respect To The Notes" (the "Resolution"); and
WHEREAS, pursuant to Section 7.01 of the Resolution, First Trust of New
York National Association (as the successor trustee to Morgan Guaranty Trust
Company of New York) (the "Original Trustee") was appointed trustee under the
Resolution; and
WHEREAS, the Original Trustee has notified the Authority of its intention to
resign as trustee under the Resolution, and First Trust National Association (the
"Successor Trustee") has indicated its willingness to replace the Original Trustee; and
WHEREAS, there has been presented to this meeting the form of a
Resignation, Successor Appointment and Acceptance Agreement by and among the
Authority, the Original Trustee, and the Successor Trustee (the "Agreement");
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE ALASKA ENERGY AUTHORITY AS FOLLOWS:
Section 1. The resignation of the Original Trustee and the appointment of the
Successor Trustee to replace the Original Trustee are hereby ratified, approved, and
confirmed.
Section 2. The Executive Director, or his designee, is hereby directed to
execute the Agreement on behalf of the Authority substantially in the form presented
to this meeting; however, the Executive Director, or his designee, may agree to such
changes in the form of the Agreement as he or she considers appropriate for the
purpose of replacing the Original Trustee with the Successor Trustee.
Section 3. The Executive Director and his designee, if any, are hereby
authorized to execute such further documents and take such further actions as may
be necessary or appropriate to complete the appointment of the Successor Trustee
in replacement of the Original Trustee.
Section 4. This Resolution shall take effect immediately upon its adoption.
DATED this 26th day of September 1996.
[SEAL]
~£HI
Secretary
AEA/Terror Lake Hydroelectric Project
Resolution No. 1996-04
AFF05305J5379.0100
lJ~ L~L
Chairman
Page 2
RESIGNATION, SUCCESSOR APPOINTMENT
AND ACCEPTANCE AGREEMENT
AGREEMENT dated _, 1996, among Alaska Energy Authority ("Issuer"),
First Trust of New York, as successor trustee to Morgan Guaranty Trust Company of New
York (the "Original Trustee") and First Trust National Association ("First Trust").
1. The Original Trustee hereby (a) resigns as Trustee under the Issuer's Resolution
adopted June 18, 1982, entitled "Resolution Authorizing $115,000,000 Principal Amount Of
Variable Rate Demand Notes (Terror Lake Hydroelectric Project) Of The Alaska Power
Authority; Covenanting With Respect To The Issuance Of Bonds To Refund The Notes; And
Authorizing The Execution Of A Credit Agreement And A Sales Agency Agreement With
Respect To The Notes" (the "Resolution"), (b) delivers all its records and documents in
respect of the Resolution to First Trust and (c) agrees to execute and deliver all further
documents reasonably requested to evidence the foregoing acts.
2. Issuer hereby (a) accepts the Original Trustee's resignation as Trustee under the
Resolution and waives notice to it thereof, (b) appoints First Trust as successor Trustee in
accordance with Section 7.06 of the Resolution, (c) instructs the Original Trustee to deliver
to First Trust all records and documents held by the Original Trustee in respect of the
Resolution, and (c) agrees to execute and deliver all further documents reasonably
requested to evidence the foregoing acts.
3. First Trust hereby (a) represents that it satisfies all legal and contractual
requirements to succeed the Original Trustee as Trustee under the Resolution, (b) accepts
appointment as successor Trustee to the Original Trustee under the Resolution,
(c) assumes all rights, duties, obligations and immunities of the Original Trustee as
successor to the Original Trustee under the Resolution, (d) acknowledges receipt from the
Original Trustee of its records and documents (including supplies of unissued securities)
in respect of the Resolution, and (e) agrees to execute and deliver all further documents
reasonably requested to evidence the foregoing acts.
IN WITNESS WHEREOF, the parties hereto have duly authorized, executed and
delivered this Agreement effective on the date hereof.
ALASKA ENERGY AUTHORITY
By Its-----------
FIRST TRUST OF NEW YORK
By Its-----------
AFF05021f5379.0804
FIRST TRUST NATIONAL ASSOCIATION
By __________ _
Its ___________ _