HomeMy WebLinkAbout2016-11-15AGENDA
Nantucket Land Bank Commission
Special Meeting of November 15, 2016
Land Bank Conference Room, 22 Broad Street
Nantucket, Massachusetts
CALL TO ORDER: 3:00 P.M.
A. CONVENE IN OPEN SESSION
1. FINANCIAL BUSINESS
:u 3 2: 5
1. 2007A Bond Refunding — Vote to adopt a resolution (i) authorizing and directing the
issuance, sale and delivery of 2016 Series A Refunding Bonds (Full Faith and Credit
Issue) and (2) authorizing the execution and delivery of a Supplemental Trust
Agreement relating to such 2016 Series A Refunding Bonds and other actions.
ADJOURNMENT
DOCUMENTS AND EXHIBITS
Nantucket Land Bank Commission
Special Meeting of November 15, 2016
1. Commission Resolution
2. Supplemental Trust Agreement
MINUTES
Nantucket Land Bank Commission
Special Meeting of November 15, 2016
Land Bank Meeting Room, 22 Broad Street
Nantucket, Massachusetts
CALL TO ORDER: 3:00 p.m.
PRESENT: Richard Glidden, Allen Reinhard, John Stackpole.
ABSENT: Robert Gardner, Neil Paterson.
STAFF PRESENT: Eric Savetsky, Executive Director; Susan Campese, Administrator/Finance
Manager.
I. CONVENE IN OPEN SESSION
A. FINANCIAL BUSINESS:
1. 2007A Bond Refunding — Vote to adopt a resolution (i) authorizing and
directing the issuance, sale and delivery of 2016 Series A Refunding Bonds (Full Faith and
Credit Issue) and (2) authorizing the execution and delivery of a Supplemental Trust Agreement
relating to such 2016 Series A Refunding Bonds and other actions. Upon a motion made by
Commissioner Glidden and duly seconded by Commissioner Stackpole, the Nantucket Islands
Land Bank Commission unanimously VOTED to adopt the following:
RESOLUTION (1) AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND DELIVERY OF
2016 SERIES A REFUNDING BONDS (FULL FAITH AND CREDIT ISSUE) AND (2)
AUTHORIZING THE EXECUTION AND DELIVERY OF A SUPPLEMENTAL TRUST
AGREEMENT RELATING TO SUCH 2016 SERIES A REFUNDING BONDS AND OTHER ACTION
WHEREAS, the Nantucket Islands Land Bank (the "Land Bank ") a body politic and
corporate and a public instrumentality established under Chapter 669 of the Massachusetts Acts
of 1983, as amended (the "Act "), is authorized and empowered under the Act to issue its bonds
and notes for the purpose of acquiring, holding and managing land and interests in land or to
purchase, refund or renew bonds or notes previously issued, and to enter into any agreements
necessary to effectuate and to secure any bonds or notes issued by it; and
WHEREAS, agreements entered into by the Land Bank to secure its bonds or notes may
pledge or assign, in whole or in part, the revenues and other money held or to be received by the
Land Bank and may provide, among other things, for the establishment of special funds and
reserves;
WHEREAS, pursuant to the Act, the Nantucket Islands Land Bank Commission (the
"Commission ") authorized the issuance of Series A Bonds (Full Faith and Credit Issue) (the
"2007 Series A Bonds ") upon such terms and conditions as are contained in a Trust Agreement
dated as of December 1, 2007 which was later amended and supplemented by the Supplemental
Land Bank Commission
November 15, 2016
Page 2
Trust Agreement dated as of March 13, 2009, and further supplemented by the Supplemental
Trust Agreement dated February 23, 2012 (the "2007 Trust Agreement'), each among the Land
Bank, the Town of Nantucket, Massachusetts (the "Town ") and U.S. Bank National Association
as the Trustee (the "Trustee "); and
WHEREAS, the Commission hereby finds that it is in the best interest of and financially
advantageous to the Land Bank to refund all of the 2007 Series A Bonds maturing on and after
December 1, 2018 in the aggregate amount of $9,225,000 and, in order to finance the costs
thereof, including costs incidental thereto and the financing thereof, to issue bonds to FTN
Financial Capital Markets (the "Purchaser ") in the aggregate principal amount of $8,995,000;
NOW, THEREFORE, BE IT RESOLVED by the Nantucket Islands Land Bank
Commission that:
SECTION 1. Pursuant to the Act, the Commission hereby authorizes the issuance of
$8,995,000 2016 Series A Refunding Bonds (Full Faith and Credit Issue) (the "Bonds "), as
Additional Bonds pursuant to the 2007 Trust Agreement upon such terms and conditions as are
set forth below and as further contained in the 2007 Trust Agreement, as amended and
supplemented by the Supplemental Trust Agreement to be dated as of December 15, 2016 among
the Land Bank, the Town and the Trustee (the "Supplemental Trust Agreement', and together
with the 2007 Trust Agreement, the "Trust Agreement').
SECTION 2. Pursuant to the Act, the Land Bank shall issue, sell and deliver the Bonds
for the purpose of refunding all of the 2007 Series A Bonds maturing on and after December 1,
2018 in the aggregate principal amount of $9,225,000, and the payment of the costs of issuance
of the Bonds. The Bonds shall be executed by the Chairman or the Vice Chairman of the
Commission, shall be dated December 15, 2016, and shall otherwise have the terms and be
substantially in the forms set forth in the Trust Agreement, with such variations, omissions or
insertions as are permitted or required hereby or thereby; provided that the maturities, mandatory
redemption amounts (if any), interest rates, redemption prices (if any), and terms of the Bonds
shall be as set forth in the Official Statement dated November 15, 2016 and shown in Exhibit A
to this resolution.
SECTION 3. The sale of the Bonds to the Purchaser at a price of $9,661,217.42 is
hereby ratified and approved. The distribution of a Preliminary Official Statement dated
November 8, 2016 relating to the Bonds and filed with the minutes of this meeting, is hereby
ratified, confirmed and approved, and the distribution of an Official Statement dated November
15, 2016 relating to the Bonds substantially in the form submitted to and filed with the records of
this meeting, with such insertions and changes as such Chairman or Vice Chairman may
approve, is hereby approved.
SECTION 4. The Chairman or the Vice Chairman of the Commission is authorized to
execute and deliver the Supplemental Trust Agreement dated as of December 15, 2016, and
which Supplemental Trust Agreement shall be in substantially the form submitted to and filed
with the records of this meeting, subject to such changes, insertions or omissions as such
Chairman or Vice Chairman may approve, and the execution thereof shall be conclusive
evidence of such approval.
A)
Land Bank Commission
November 15, 2016
Page 3
SECTION 5. In addition to the Supplemental Trust Agreement, a refunding escrow
agreement and other documents to be executed in connection with the issuance of the Bonds and
the refunding of all of the 2007 Series A Bonds maturing on and after December 1, 2018, the
Chairman or the Vice Chairman of the Commission is authorized to execute and deliver a
Amended and Restated Agreement as to Working Capital Reserve Account between the Land
Bank and the Town of Nantucket, to be dated as of December 15, 2016, which agreement will
amend, restate and replace, in part, the Amended and Restated Agreement as to Working Capital
Reserve Account between the Land Bank and Town of Nantucket, dated as of February 23, 2012,
which agreement amended, restated and replaced, in part, the Amended and Restated Agreement
as to Working Capital Reserve Account between the Land Bank and the Town of Nantucket,
dated as of March 13, 2009, which agreement amended, restated and replaced, the Amended and
Restated Agreement as to working Capital Reserve Account between the Land Bank and the
Town of Nantucket, dated as of December 19, 2007, and which agreement shall be substantially
in the form submitted to and filed with the records of this meeting, subject to such changes,
insertions or omissions as the Chairman or Vice Chairman may approve, and the execution
thereof shall be conclusive evidence of such approval.
SECTION 6. The Commission hereby determines in accordance with Section 502A of
the Trust Agreement that the amount currently on deposit in the Series A Debt Service Reserve
Fund (as defined in the Trust Agreement) that is greater than the Series A Debt Service Reserve
Fund Requirement (as defined in the Trust Agreement) is reasonably required.
SECTION 7. The Chairman or the Vice Chairman of the Commission is authorized to
covenant, on behalf of the Land Bank, that the Land Bank will pay any arbitrage rebate due to
the United States in connection with the issuance of Bonds and that the Land Bank will take all
lawful actions necessary to comply with all requirements of the Internal Revenue Code of 1986
relating to the use, expenditure and investment of the proceeds of the Bonds that must be
satisfied subsequent to the issuance of the Bonds in order that interest on the Bonds be or
continue to be excluded from gross income for federal income tax purposes and refrain from
taking any actions that would cause interest on the Bonds to become included in gross income
for federal income tax purposes.
SECTION 8. The Director or Administrator of the Land Bank are authorized and
directed to establish post issuance federal tax compliance procedures in such form as the Director
or Administrator and bond counsel deem sufficient, or if such procedures are currently in place,
to review and update said procedures, in order to monitor and maintain the tax - exempt status of
the Bonds.
SECTION 9. Each of the officers, Commissioners and agents of the Land Bank and the
Commission is to do all acts and things required of them by the provisions of the Bonds and the
Trust Agreement for the full, punctual and complete performance and observance of all of the
terms, covenants, provisions and agreements therein to be performed or observed by the Land
Bank and the Commission and also to do all acts and things necessary, desirable, or proper in
connection with the execution and delivery of the Trust Agreement and the Bonds or otherwise
required or appropriate to carry into effect the provisions of this resolution and the matters
hereby authorized, and any such actions hereby taken for such purposes by any officer,
Commissioner or agent of the Land Bank and the Commission are hereby ratified and confirmed.
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Land Bank Commission Page 4
November 15, 2016
EXHIBIT A
$8,995,000
Nantucket Islands Land Bank
2016 Series A Refunding Bonds (Full Faith and Credit Issue)
1. Date of the Bonds — December 15, 2016
2. Date of maturities — December 1
3. Years of maturities, principal amounts, and interest rates:
Year of
Principal
Interest
Year of
Principal
Interest
Maturity
Amount
Rate
Maturity
Amount
Rate
2018
$750,000
3.00%
2023
$ 910,000
3.00%
2019
790,000
3.00
2024
945,000
3.00
2020
820,000
3.00
2025
980,000
3.00
2021
855,000
3.00
2026
1,005,000
3.00
2022
890,000
3.00
2027
1,050,000
3.00
4. Optional redemption
—
The 2016 Series A Refunding Bonds shall not be subject to redemption prior to
maturity.
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Land Bank Commission
November 15, 2016
ADJOURNMENT: Upon a
Commissioner Glidden, it was VO
Attested to:
Richard J.
Page 5
P6 made by Commissioner Stackpole and duly seconded by
to adjourn at 3:08 p.m.
Accepted, Approved, and Released by the VOTE
o� the Commission this 22nd day of November, 2016.
0.
SUPPLEMENTAL TRUST AGREEMENT
Dated as of December 15, 2016
among
THE NANTUCKET ISLANDS LAND BANK
And
TOWN OF NANTUCKET, MASSACHUSETTS
M.'s kI
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
Providing for the Issuance of
Nantucket Islands Land Bank
2016 Series A Refunding Bonds
(Full Faith and Credit Issue)
SUPPLEMENTAL TRUST AGREEMENT
This Supplemental Trust Agreement (the "Supplemental Trust Agreement ") is made as of
December 15, 2016, among the Nantucket Islands Land Bank (the "Issuer "), a body politic and
corporate and a public instrumentality of The Commonwealth of Massachusetts duly organized
and existing pursuant to Chapter 669 of the Acts of 1983, as amended (the "Enabling Act "), the
Town of Nantucket, Massachusetts (the "Town "), and U.S. Bank National Association,
authorized to execute trusts of the character herein set out, with its corporate office in Boston,
Massachusetts, as Trustee (the "Trustee "). The Supplemental Trust Agreement is being entered
into for the purpose of supplementing the Trust Agreement dated as of December 1, 2007 among
the Issuer, the Town and the Trustee (the "2007 Trust Agreement ", as amended and
supplemented by the Supplemental Trust Agreement dated March 13, 2009 among the Issuer, the
Town and the Trustee (the "2009 Supplemental Trust Agreement "), and as further supplemented
by the Supplemental Trust Agreement dated February 23, 2012 among the Issuer, the Town and
the Trust (the "2012 Supplemental Trust Agreement," and collectively with the 2007
Supplemental Trust Agreement, the 2009 Supplemental Trust Agreement and the Supplemental
Trust Agreement, the "Trust Agreement "). The Town is a party to the Trust Agreement only for
the purposes described in Sections 102, 503 and 805 of the 2007 Trust Agreement.
RECITALS
The Issuer has duly determined to issue one series of bonds, to be designated "2016
Series A Refunding Bonds (Full Faith and Credit Issue)" (the "2016 Series A Refunding
Bonds "). The Issuer has further determined to issue the 2016 Series A Refunding Bonds as
Additional Bonds pursuant to the Trust Agreement. The proceeds of the 2016 Series A
Refunding Bonds will be used by the Issuer for the purpose of refunding all the Issuer's
$15,095,000 2007 Series A Bonds (Full Faith and Credit Issue) maturing on and after December
1, 2018 in the aggregate principal amount of $9,225,000 (the "2007 Bonds "). The 2016 Series A
Refunding Bonds and the obligations of the Issuer hereunder with respect to such Bonds will be
secured by a first priority security interest in the Pledged Receipts granted by the Issuer pursuant
to the Trust Agreement. The 2016 Series A Refunding Bonds will also be guaranteed by a
pledge of the full faith and credit of the Town pursuant to the Trust Agreement. The first priority
security interest in the Pledged Receipts securing the 2016 Series A Refunding Bonds will be on
a parity with the security interest in the Pledged Receipts securing any other Series A Bonds
issued pursuant to the Trust Agreement. Upon issue of the 2016 Series A Refunding Bonds the
only other Series A Bonds Outstanding under the Trust Agreement will be (i) 2007 Series A
Bonds maturing on December 1, 2017 in the amount of $715,000, (ii) the 2009 Series A
Refunding Bonds currently outstanding in the aggregate principal amount of $4,675,000, and
(iii) 2012 Series A Bonds currently outstanding in the amount of $5,645,000.
All things necessary to make the 2016 Series A Refunding Bonds, when authenticated,
the binding, limited obligations of the Issuer and the binding, general obligations of the Town to
the extent provided under the Trust Agreement, and to create a valid lien and pledge as provided
have been accomplished; and the execution and delivery of this Supplemental Trust Agreement
and the issuance of the 2016 Series A Refunding Bonds have been duly authorized.
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In consideration of the premises and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereby agree, covenant, grant, pledge,
represent and warrant as follows (it being understood and agreed that in the performance of the
agreements of the Issuer herein contained, any obligation it may incur for the payment of money
shall not be a general debt on its part or a charge against its general credit but shall be payable
solely from the Pledged Receipts):
ARTICLE I.
Introduction and Definitions
Section 101. Description of Instrument and Parties. This Supplemental Trust
Agreement is entered into as of December 15, 2016, by and among the Issuer, the Town and the
Trustee. This Supplemental Trust Agreement further supplements the 2007 Trust Agreement as
amended and supplemented by the 2009 Supplemental Trust Agreement and as supplemented by
the 2012 Supplemental Trust Agreement, which 2007 Trust Agreement provided for the issuance
of Series A Bonds, and also provided for the issuance of $15,095,007 2007 Series A Bonds,
which 2009 Supplemental Trust Agreement provided for the issuance of $13,175,000 2009
Series A Refunding Bonds as Additional Bonds under the 2007 Trust Agreement, and which
2012 Supplemental Trust Agreement provided for the issuance of $6,725,000 2012 Series A
Bonds as Additional Bonds under the 2007 Trust Agreement. As permitted by Section 303 of
the 2007 Trust Agreement, this Supplemental Trust Agreement provides for the issuance of
$8,995,000 2016 Series A Refunding Bonds as Additional Bonds under the 2007 Trust
Agreement to refund all the 2007 Series A Bonds maturing on and after December 1, 2018 in the
principal amount of $9,225,000 upon the terms set forth in the 2007 Trust Agreement.
The 2007 Trust Agreement permits the 2016 Series A Refunding Bonds to be secured on
a parity with any other Series A Bonds as to the security interest granted in the Pledged Receipts
of the Issuer. The 2007 Trust Agreement also permits the 2016 Series A Refunding Bonds to be
Additional Bonds under Section 303 of the 2007 Trust Agreement upon compliance with the
applicable conditions of that section. The 2007 Trust Agreement also permits the 2016 Series A
Refunding Bonds to be guaranteed by a pledge of the full faith and credit of the Town, as more
fully described under Sections 102 and 805 of the 2007 Trust Agreement.
The Issuer, the Town and the Trustee hereby acknowledge that the 2016 Series A
Refunding Bonds are Additional Bonds and are secured on a parity with any other Series A
Bonds as to the security interest granted in the Pledged Receipts of the Issuer under Section 101
of the 2007 Trust Agreement. The owners of the 2016 Series A Refunding Bonds will receive
the benefit of all funds established under the 2007 Trust Agreement. The owners of the 2016
Series A Refunding Bonds will also receive the benefit of all covenants and Additional Bonds
requirements set forth under the 2007 Trust Agreement.
Section 102. Definitions and Interpretations.
(a) Use of "Here" as Prefix. In the 2007 Trust Agreement, words such as
"hereby ", "herein ", "hereof', "hereunder" or other such words in which "here" is used as a prefix
shall refer to the Trust Agreement unless the context otherwise requires.
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(b) Terms. Unless otherwise defined in this Supplemental Trust Agreement,
or unless the context otherwise requires, the terms defined in the 2007 Trust Agreement shall
have the same meanings in this Supplemental Trust Agreement.
(c) Definition of Terms. The following terms have the following meanings in
this Supplemental Trust Agreement unless the context otherwise requires:
"2007 Series A Bonds" means the $15,095,007 Series A Bonds (Full Faith and Credit),
dated December 1, 2007, issued pursuant to the 2007 Trust Agreement.
"2007 Trust Agreement" means the Trust Agreement dated as of December 1, 2007
among the Issuer, the Town and the Trustee.
"2009 Series A Refunding Bonds" means the $13,175,000 Series A Refunding Bonds
(Full Faith and Credit Issue), dated March 13, 2009, issued pursuant to the 2009 Supplemental
Trust Agreement.
"2009 Supplemental Trust Agreement" means the Supplemental Trust Agreement dated
as of March 13, 2009 among the Issuer, the Town and the Trustee.
"2012 Series A Bonds" means the $6,725,000 2012 Series A Bonds (Full Faith and
Credit Issue), dated February 23, 2012, issued pursuant to Section 201 of the 2012 Supplemental
Trust Agreement.
"2012 Supplemental Trust Agreement" means the Supplemental Trust Agreement dated
as of February 23, 2012 among the Issuer, the Town and the Trustee.
"2016 Series A Refunding Bonds" means the $8,995,000 2016 Series A Refunding
Bonds (Full Faith and Credit Issue), dated December 15, 2016, issued pursuant to Section 201 of
this Supplemental Trust Agreement.
"2016 Series A Bondholder" means, as of anytime, any registered owner of the 2016
Series A Refunding Bonds as shown in the register kept by the Trustees as bond register.
"Bond Counsel" means Locke Lord LLP or any other attorney at law or a firm of
attorneys mutually acceptable to the Trustee and the Issuer of nationally recognized standing in
matters pertaining to the tax - exempt nature of interest on bonds issued by states and their
political subdivisions, duly admitted to the practice of law before the highest court of any state of
the United States of America.
"Supplemental Trust Agreement" means this Supplemental Trust Agreement dated as of
December 15, 2016 among the Issuer, the Town and the Trustee.
"Trust Agreement" means the 2007 Trust Agreement, as amended and supplemented by
the 2009 Supplemental Trust Agreement, as supplemented by the 2012 Supplemental Trust
Agreement, and as further supplemented by this Supplemental Trust Agreement.
"Trustee" means U.S. Bank National Association or its successor
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Any reference in this Supplemental Trust Agreement to the Issuer, the Trustee or the
Town shall include those which succeed to their functions, duties or responsibilities pursuant to
or by operation of law or which are lawfully performing their functions. Any reference in this
Supplemental Trust Agreement to any statute or law or chapter or section thereof shall include
all amendments, supplements or successor provisions thereto.
ARTICLE II.
The 2016 Series A Refunding Bonds
Section 201. Issuance of 2016 Series A Refunding Bonds. The 2016 Series A
Refunding Bonds shall be issued in fully registered form in denominations of $5,000 or integral
multiples thereof, and shall be issued by means of a book -entry system as described below. The
Bonds issued hereunder shall be designated "Nantucket Islands Land Bank 2016 Series A
Refunding Bonds (Full Faith and Credit Issue) ". The 2016 Series A Refunding Bonds shall be
substantially in the form set forth in Exhibit A with such variations, omissions and insertions as
are permitted or required hereby. The 2016 Series A Refunding Bonds shall be dated, shall bear
interest, shall mature, shall be redeemable and shall be issued pursuant to such other terms as
provided for by the resolution of the Issuer authorizing this Supplemental Trust Agreement, and
as more fully described in the 2016 Series A Refunding Bond form attached as Exhibit A and in
the schedule of certain terms attached as Exhibit B.
Section 202. Book -Entry System. The 2016 Series A Bonds will be issued by means of
a book -entry system, with bond certificates immobilized at The Depository Trust Company
( "DTC "). Transfer of ownership of the 2016 Series A Refunding Bonds, if and for as long as
DTC acts as securities depository therefor, shall be made only through DTC and its participants
in accordance with the rules and regulations specified by DTC. Notwithstanding anything in this
Agreement to the contrary, if and for as long as DTC acts as securities depository therefor,
notices of prepayment of the 2016 Series A Refunding Bonds or any portion thereof shall be sent
to DTC by first class mail not less than thirty days nor more than sixty days prior to the date
fixed for redemption.
In the event that (a) DTC determines not to continue to act as securities depository
therefor or (b) the Issuer determines that continuation of the book -entry system of evidence and
transfer of ownership of the 2016 Series A Refunding Bonds would adversely affect the interest
of the beneficial owners of such 2016 Series A Refunding Bonds, the Issuer will discontinue the
book -entry system with DTC. If the Issuer fails to identify another qualified depository to
replace DTC, the Trustee will authenticate and deliver replacement 2016 Series A Refunding
Bonds in the form of fully registered certificates.
The Issuer is hereby authorized to make such representations and enter into such
agreements as it deems necessary and appropriate in furtherance of the provisions of this section.
Section 203. Delivery of Materials Pursuant to Section 303 of the 2007 Trust
Agreement. Prior to delivery by the Trustee of the 2016 Series A Refunding Bonds, there shall
be filed with the Trustee all of the materials required under Section 303 of the 2007 Trust
Agreement.
ARTICLE III.
Prepayment of 2016 Series A Refunding Bonds before Maturity
Section 301. No Prepayment of Principal. The 2016 Series A Refunding Bonds are not
subject to prepayment prior to maturity.
ARTICLE IV.
Rebate
Section 401. Rebate. The Issuer hereby covenants to pay any amount due under
Section 148(f) of the Internal Revenue Code of 1986 as amended.
ARTICLE V.
Representations and Agreements of Issuer
Section 501. Reaffirmation of the Issuer's Representations and Agreements. The Issuer
hereby confirms as of the date hereof and the date of original delivery of the 2016 Series A
Refunding Bonds the representations, warranties and agreements made in Article 6 of the 2007
Trust Agreement as such representations, warranties and agreements relate to the 2016 Series A
Refunding Bonds and the Trust Agreement.
Section 502. Debt Service Reserve Fund. Pursuant to Section 502A of the 2007 Trust
Agreement, the amount of the Series A Debt Service Reserve Fund Requirement will be
recalculated upon the issuance of Additional Bonds. The 2016 Series A Refunding Bonds are
Additional Bonds as defined in the 2007 Trust Agreement. Accordingly, upon the issuance of
the 2016 Series A Refunding Bonds on December 15, 2016, the Series A Debt Service Reserve
Fund Requirement is recalculated to be $2,767,778.75.
ARTICLE VI.
Continuing Disclosure
Section 601. Continuing Disclosure. The Issuer hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure Certificate
applicable to it and this Section 601 of this Supplemental Trust Agreement. Notwithstanding
any other provisions of this Trust Agreement, failure of the Issuer to comply with the Continuing
Disclosure Certificate shall not be considered an Event of Default; however, the Trustee, at the
request of the owners of at least 25% aggregate principal amount of Outstanding Bonds, shall, or
any owner (including a beneficial owner) of the Bonds, may seek specific performance of the
Issuer's obligations to comply with the Continuing Disclosure Certificate and not for money
damages in any amount.
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ARTICLE VII.
Amendment of Supplemental Trust Agreement
Section 701. Amendments to Supplemental Trust Agreement Not Requiring Consent of
2016 Series A Bondholders. The parties may, without the consent of, or notice to, any of the
2016 Series A Bondholders, enter into agreements supplemental to this Supplemental Trust
Agreement and financing statements or other instruments evidencing the existence of a lien as
shall not, in their opinion, be inconsistent with the terms and provisions hereof for any one or
more of the following purposes:
(a) To cure any ambiguity, inconsistency or formal defect or omission in this
Supplemental Trust Agreement;
(b) to amend this Supplemental Trust Agreement to comply with the terms of
the 2007 Trust Agreement, including to comply with the requirements of Section 303 of the 2007
Trust Agreement; and
(c) To effect any other change in this Supplemental Trust Agreement which,
in the judgment of the Trustee and Bond Counsel, is not to the prejudice of the Trustee or the
holders of the 2016 Series A Refunding Bonds.
Section 702. Amendments to Supplemental Agreement Requiring Consent of 2016
Series A Bondholders. With the written approval of all 2016 Series A Bondholders, the parties
may execute and deliver supplemental agreements or waivers for the purpose of modifying,
altering, amending, adding to or rescinding or waiving (generally or in a particular circumstance)
any terms or provisions contained in this Supplemental Trust Agreement or in any 2016 Series A
Refunding Bond.
ARTICLE VIII.
Miscellaneous
Section 801. Severability. In the event that any provision of this Supplemental Trust
Agreement shall be held to be invalid in any circumstance, such invalidity shall not affect any
other provision or circumstance.
Section 802. Captions; Index. The captions, headings and index in this Supplemental
Trust Agreement are for convenience only and in no way define or describe the scope or content
of any provision of this Supplemental Trust Agreement.
Section 803. Counterparts. This Supplemental Trust Agreement may be executed
simultaneously in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same indenture.
Section 804. Governing Law; Sealed Instrument. The validity and interpretation of this
Supplemental Trust Agreement and the 2016 Series A Refunding Bonds shall be governed by the
M
laws of The Commonwealth of Massachusetts. It is intended that this Supplemental Trust
Agreement shall have the effect of a sealed instrument.
Section 805. Agreements to Constitute Covenants. Words of agreement and promises
shall also constitute covenants.
[The balance of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the Issuer has caused this Supplemental Trust Agreement to
be executed and delivered in its name and behalf by its Chairman or Vice Chairman, the Town
has caused this Supplemental Trust Agreement to be executed and delivered by its Finance
Director or Treasurer, and to evidence its acceptance of the trusts hereby created, the Trustee has
caused this Supplemental Trust Agreement to be duly executed in its name and behalf by a Vice
President or Trust Officer all as of the date appearing on the first page hereof.
Attest:
Secretary
Attest:
NANTUCKET ISLANDS LAND BANK
Title:
TOWN OF NANTUCKET
By:
Town Clerk Title:
(Town Seal)
U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE
By:
Title:
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EXHIBIT A
[Form of 2016 Series A Refunding Bond]
UNITED STATES OF AMERICA
THE COMMONWEALTH OF MASSACHUSETTS
NANTUCKET ISLANDS LAND BANK
2016 SERIES A REFUNDING BOND
(FULL FAITH AND CREDIT ISSUE)
ORIGINAL ISSUE DATE:
DATE OF REGISTRATION:
MATURITY DATE:
INTEREST RATE:
INTEREST PAYMENT DATES: June 1 and December 1 (commencing June 1, 2017)
CUSIP NUMBER: 630187
PRINCIPAL AMOUNT:
THIS 2016 SERIES A REFUNDING BOND DOES NOT CONSTITUTE A GENERAL
OBLIGATION OF THE ISSUER OR A DEBT OR A PLEDGE OF THE FAITH AND CREDIT
OF THE COUNTY OF NANTUCKET OR THE COMMONWEALTH OF MASSACHUSETTS
OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE TOWN OF
NANTUCKET BUT IS PAYABLE ONLY FROM THE FUNDS AND REVENUES PLEDGED
FOR ITS PAYMENT AND IS ADDITIONALLY SECURED BY A PLEDGE OF THE FULL
FAITH AND CREDIT OF THE TOWN OF NANTUCKET, ALL AS PROVIDED BY THE
ENABLING ACT AND THE TRUST AGREEMENT REFERRED TO BELOW.
1. Payment Provisions. The Nantucket Islands Land Bank (the "Issuer "), for value
received, promises to pay to CEDE & CO. or registered assigns or legal representatives (the
"Registered Owner ") (but only from the limited sources and in the manner hereinafter
described), the PRINCIPAL AMOUNT hereof on the MATURITY DATE hereof, unless
redeemed prior thereto as hereinafter provided, upon the presentation and surrender hereof at the
corporate trust office of U.S. Bank National Association in Boston, Massachusetts, as trustee, or
its successor, as trustee (herein called the "Trustee ") under a Trust Agreement dated as of
December 1, 2007, as amended and supplemented by a Supplemental Trust Agreement dated as
of March 13, 2009, as further supplemented by a Supplemental Trust Agreement dated as of
A -1
February 23, 2012, and as further supplemented by a Supplemental Trust Agreement dated as of
December 15, 2016, each among the Issuer, the Trustee and the Town of Nantucket,
Massachusetts (herein collectively called the "Agreement "), and to pay to the registered owner
hereof interest on such principal sum from the date hereof to the date of maturity or earlier
redemption of this 2016 Series A Refunding Bond at the rate per annum stated hereon, payable
semi - annually on the first days of June and December of each year, commencing June 1, 2017.
Principal, premium, if any, and interest are payable in lawful money of the United States of
America.
The record date for payment of interest is the fifteenth day of the month preceding the
date on which the interest is to be paid, provided that with respect to overdue interest or interest
on any overdue amount, the Trustee may establish a special record date. The special record date
may be not more than twenty (20) days before the date set for payment. The Trustee will mail
notice of a special record date to the registered owners of the 2016 Series A Refunding Bonds
(the "Bondholders ") at least ten (10) days before the special record date. The Trustee will
promptly certify to the Issuer that it has mailed such notice to all Bondholders, and such
certificate will be conclusive evidence that such notice was given in the manner required hereby.
2. Description of 2016 Series A Refunding Bond Issue. This 2016 Series A
Refunding Bond is one of an issue of $8,995,000 2016 Series A Refunding Bonds (Full Faith and
Credit Issue) (the "2016 Series A Refunding Bonds ") issued under the Agreement. The proceeds
of the 2016 Series A Refunding Bonds will be used by the Issuer to refund certain outstanding
bonds of the Issuer issued pursuant to Chapter 669 of the Acts of 1983, as amended (the
"Enabling Act "), including costs incidental thereto and to the financing thereof. This Bond is
issued pursuant to and in full compliance with the Constitution and laws of The Commonwealth
of Massachusetts, including the Enabling Act, and pursuant to the resolutions duly adopted by
the Issuer, which resolutions also authorize the execution and delivery of the Agreement.
The 2016 Series A Refunding Bonds, together with any Additional Bonds (as defined in
the Agreement) as may be issued on a parity therewith under the Agreement are to be equally
and ratably secured and entitled to the protection given by the Agreement. Reference is hereby
made to the Agreement for a description of the nature and extent of the security for the Series A
Bonds, the rights, duties and obligations and immunities of the Issuer, the Trustee and the
holders of the Series A Bonds and the terms upon which the Series A Bonds are or may be issued
and secured.
3. Registration of 2016 Series A Refunding Bonds in Book-Entry nly System. The
2016 Series A Refunding Bonds are being issued by means of a book entry system, with bond
certificates immobilized at The Depository Trust Company ( "DTC ") evidencing ownership of
the 2016 Series A Refunding Bonds in principal amounts of $5,000 or integral multiples thereof,
and with transfers of beneficial ownership effected on the records of DTC and its participants
pursuant to rules and procedures established by DTC. Bond certificates are not available for
distribution to the public. The principal or prepayment price, if any, of and interest on this 2016
Series A Refunding Bond are payable by the Trustee, as paying agent, to the Registered Owner
of this 2016 Series A Refunding Bond, as nominee of DTC. Transfer of principal, prepayment
price, if any, and interest payments to participants of DTC is the responsibility of DTC; transfer
of principal, prepayment price, if any, and interest payments to beneficial owners by participants
of DTC will be the responsibility of such participants and other nominees of beneficial owners.
A -2
The Issuer and Trustee are not responsible or liable for maintaining, supervising or reviewing the
records maintained by DTC, its participants or persons acting through such participants.
In the event that (a) DTC determines not to continue to act as securities depository for the
2016 Series A Refunding Bonds or (b) the Issuer determines that continuation of the book entry
system of evidence and transfer of ownership would adversely affect the interests of the
beneficial owners of the 2016 Series A Refunding Bonds, the Issuer will discontinue the book
entry system with DTC. If the Issuer fails to identify another qualified securities depository to
replace DTC, the Trustee will authenticate and deliver replacement 2016 Series A Refunding
Bonds in the form of fully registered certificates.
This 2016 Series A Refunding Bonds is transferable only upon the books of the Issuer
which shall be kept for such purpose by the Trustee, but only in a manner which will maintain
immobilization of bond certificates at one or more securities depositories. This 2016 Series A
Refunding Bonds may not be transferred or exchanged in a manner which would involve the
delivery of bond certificates to the beneficial owners of 2016 Series A Refunding Bonds unless
the book entry system has been discontinued by the Issuer in accordance with the preceding
paragraph, in which case replacement 2016 Series A Refunding Bonds may be issued in
accordance with law and such procedures as the Issuer shall deem appropriate.
4. Optional Prepay. The 2016 Series A Refunding Bonds shall not be subject to
optional prepayment prior to maturity.
5. Tax Exem tp ion. The Issuer hereby covenants that it will take all lawful action
necessary to comply with all requirements of the Internal Revenue Code of 1986, as amended,
that must be satisfied subsequent to the issuance of the 2016 Series A Refunding Bonds in order
that interest on the 2016 Series A Refunding Bonds be and continue to be excluded from gross
income for federal income tax purposes and it will refrain from taking any action that would
cause interest on the 2016 Series A Refunding Bonds to become included in gross income for
federal income tax purposes.
6. Continuing Disclosure. In connection with the offering of the 2016 Series A
Refunding Bonds the Issuer has executed a Continuing Disclosure Certificate (as it may be
amended from time to time, the "Certificate "). The Issuer hereby covenants to comply with the
provisions of the Certificate, and reference is made to the Certificate for a description of the
nature and extent of the obligations of the Issuer and the rights of the Registered Owner under
the Certificate. The Certificate is described in the Official Statement relating to the 2016 Series
A Refunding Bonds. A copy of the Certificate is available from the Issuer upon request.
7. Additional Provisions. The holder of this 2016 Series A Refunding Bond shall
have no right to enforce the provisions of the Agreement or to institute or appear in proceedings
with respect to the Agreement or its enforcement except as provided in the Agreement.
Modifications or alterations of the Agreement, or of any supplements thereto, may be made only
as provided by the Agreement.
The 2016 Series A Refunding Bonds shall not constitute the personal obligation, either
jointly or severally, of the members of the officers of the Issuer.
FEW
This 2016 Series A Refunding Bond shall not be valid or entitled to any security or
benefit under the Agreement until the certificate of authentication hereon shall have been signed
by the Trustee.
IN WITNESS WHEREOF, the Issuer has caused this 2016 Series A Refunding Bond to
be duly executed by the manual or facsimile signature of its Chairman, and attested by the
manual or facsimile signature of its Secretary or Assistant Secretary. This 2016 Series A
Refunding Bond is intended to take effect as a sealed instrument.
Nantucket Islands Land Bank
IC
Attest
Secretary
FM
Chairman
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This 2016 Series A Refunding Bond is one of the 2016 Series A Refunding Bonds
described in the aforementioned Agreement.
U.S. Bank National Association, as Trustee
By:
Authorized Officer
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EXHIBIT B
$8,995,000
Nantucket Islands Land Bank
2016 Series A Refunding Bonds (Full Faith and Credit Issue)
1. Date of the Bonds — December 15, 2016
2. Date of maturities — December 1
3. Years of maturities, principal amounts, and interest rates:
Year of
Principal
Interest
Year of
Principal
Interest
Maturity
Amount
Rate
Maturity
Amount
Rate
2018
$750,000
3.00%
2023
$ 910,000
3.00%
2019
790,000
3.00
2024
945,000
3.00
2020
820,000
3.00
2025
980,000
3.00
2021
855,000
3.00
2026
1,005,000
3.00
2022
890,000
3.00
2027
1,050,000
3.00
4. Optional redemption --
The 2016 Series A Refunding Bonds shall not be subject to optional redemption prior to
maturity.
AM 60369272.1
TABLE OF CONTENTS
Page
ARTICLE I. INTRODUCTION AND DEFINITIONS ......................... ............................... 2
Section 101. Description of Instrument and Parties ......................... ............................... 2
Section 102. Definitions and Interpretations ................................... ............................... 3
(a) Use of "Here" as Prefix ............................................... ............................... 3
(b) Terms .......................................................................... ............................... 3
(c) Definition of Terms ..................................................... ............................... 3
ARTICLE 1I. THE 2016 SERIES A REFUNDING BONDS ................. ............................... 4
Section 201. Issuance of 2016 Series A Refunding Bonds .............. ............................... 4
Section 202. Book -Entry System ..................................................... ............................... 4
Section 203. Delivery of Materials Pursuant to Section 303 of the 2007 Trust
Agreement................................................................... ............................... 5
ARTICLE III. PREPAYMENT OF 2016 SERIES A REFUNDING BONDS
BEFOREMATURITY ..................................................... ............................... 5
Section 301. No Prepayment of Principal ........................................ ............................... 5
ARTICLEIV. REBATE ........................................................................... ............................... 5
Section401. Rebate ......................................................................... ............................... 5
ARTICLE V. REPRESENTATIONS AND AGREEMENTS OF ISSUER .......................... 5
Section 501. Reaffirmation of the Issuer's Representations and Agreements ................ 5
Section 502. Debt Service Reserve Fund ......................................... ............................... 5
ARTICLE VI. CONTINUING DISCLOSURE ........................................ ............................... 6
Section 601. Continuing Disclosure ................................................ ............................... 6
ARTICLE VII. AMENDMENT OF SUPPLEMENTAL TRUST AGREEMENT .................. 6
Section 701. Amendments to Supplemental Trust Agreement Not Requiring
Consent of 2016 Series A Bondholders ...................... ............................... 6
Section 702. Amendments to Supplemental Agreement Requiring Consent of
2016 Series A Bondholders ........................................ ............................... 6
ARTICLE VIII. MISCELLANEOUS ......................................................... ............................... 7
Section801. Severability ................................................................. ............................... 7
Section802. Captions; Index ........................................................... ............................... 7
Section 803. Counterparts ................................................................ ............................... 7
Section 804. Governing Law; Sealed Instrument ............................ ............................... 7
Section 805. Agreements to Constitute Covenants .......................... ............................... 7
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