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Home My WebLink About861380.tiff MANUFACTURERS HANOVER TRUST COMPANY OF CALIFORNIA 50 CALIFORNIA STREET, SAN FRANCISCO,CA 04111 July 3, 1986 Registered Mail /HELP CAt1 y nnP„wainilFRI Weld County, Colorado T` t: 7 915 Tenth Street l JUL 1 n 9886 \.f' I Greeley, CO 80631 Attn: County Clerk 11 j � Re: Tenth Street Investors 1982 IDB Manufacturers Hanover Trust Company of California has succeeded Wells Fargo Bank, N.A. , as Trustee for this issue, effective as of the above date. The Letter of Credit underwriting the issue will be transferred to us shortly. We look forward to continuing to serve you. Sincerely, bala 111#14.- John Dunn Administration Department (415) 954-9528 JD:jc:3848A-4 cc: County Attorney 8613x0 Bd �J 14-`'(o INSTRUMENT OF RESIGNATION, APPOINTMENT b ACCEPTANCE RESIGNATION, APPOINTMENT and ACCEPTANCE (the "Instrument") , dated as of July 3 , 1986, by and among THE BANK OF NEW YORK, as trustee of Municipal Investment crust Fund, Twelfth Floating Rate Series (the "Holder"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, having its principal office in San Francisco, California (the "Resigning Trustee") , and MANUFACTURERS HANOVER TRUST COMPANY OF CALIFORNIA, a corporation duly organized and existing under the laws of the State of California, having its principal corporate trust office at 50 California Street, San Francisco, California 94111 (the "Successor Trustee"). WHEREAS, there are currently issued and outstanding Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Securities" ) of Weld County, Colorado (the "Issuer") under an Indenture of Trust dated as of July 15, 1982, between the Issuer and the Resigning Trustee (the "Indenture) ; and WHEREAS, the Resigning Trustee wishes to resign as trustee under the Indenture; and WHEREAS, the Holder consents to the appointment of the Successor Trustee to succeed the Resigning Trustee as trustee under the Indenture; WHEREAS, Sara R. Asmus, Harry Asmus, Margaret A. Clemons, Bonnie Dean, Norman Dean, Tom Rapp, William L. West and Jerry D. Winters (the "Borrowers") and Wells Fargo Bank, National Association (the "Bank"), as issuer of the Letter of Credit securing payment of the Securities, wish to consent to the appointment of the Successor Trustee contained herein; and WHEREAS, the Successor Trustee wishes to accept appointment as successor trustee under the Indenture. NOW, THEREFORE, the Holder, the Resigning Trustee and the Successor Trustee agree as follows: ARTICLE I THE RESIGNING TRUSTEE 1 .1 Pursuant to the terms of the Indenture, the Resigning Trustee hereby notifies the Holders that the Resigning Trustee is resigning as trustee under the Indenture, effective as of July 3 , 1986 (the "Effective Date") . 1 .2 The Resigning Trustee hereby represents and warrants to the Successor Trustee that: Except as provided in Section 2.1 hereof, to the best knowledge of the Resigning Trustee, no covenant or condition contained in the Indenture has been waived by the holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver. /3776A/P 1 .3 Effective as of the Effective Date, the Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all of its right, title, and interest in and to the trusts under the Indenture and all of its rights, titles, interests, capacities, privileges, duties and obligations as trustee under the Indenture. 1 .4 The Resigning Trustee agrees to execute and deliver such further instruments and shall take such further action as the Successor Trustee or the Holder may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 1 .5 To the extent that the Resigning Trustee is appointed to any other capacity under the Indenture, such as paying agent or registrar of the Securities, the Resigning Trustee resigns from such capacity, effective as of the Effective Date. ARTICLE II THE HOLDER 2.1 By its execution hereof, the Holder hereby waives the net capital requirement of Section 9.07 of the Indenture. 2.2 Effective as of the Effective Date, the Holder hereby accepts the resignation of the Resigning Trustee and consents to the appointment of the Successor Trustee as successor trustee under the Indenture and confirms to the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and obligations of the trustee under the Indenture. 2.3 To the extent that the Resigning Trustee was appointed to any other capacity under the Indenture, such as paying agent or registrar of the Securities, the Holder hereby consents to the appointment of the Successor Trustee to each such other capacity, effective as of the Effective Date. ARTICLE III THE SUCCESSOR TRUSTEE 3.1 The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the Holder that, pursuant to the waiver executed by the Holder in Section 2.1 hereof, the Successor Trustee is qualified under the provisions of the Indenture to act as trustee under the Indenture, and that all required consents, approvals, authorizations, orders of and filings with governmental bodies or agencies have been duly obtained or accomplished. 3.2 Effective as of the Effective Date, the Successor Trustee hereby accepts its appointment as successor trustee under the Indenture and shall be vested with all the rights, titles, interests, capacities, privileges, duties and obligations of the trustee under the Indenture. /3776A/P 3.3 The Successor Trustee shall , until further notice to the Holder, administer the trusts created under the Indenture at the corporate trust office of the Successor Trustee located at 50 California Street, San Francisco, California 94111 , and any notices to the Successor Trustee in connection with the Indenture shall be given to the Successor Trustee at such office. 3.4 The Successor Trustee hereby accepts its appointment to each such other capacity, such as paying agent or registrar of the Securities, to which the Resigning Trustee was appointed under the Indenture, effective as of the Effective Date. 3.5 The Successor Trustee hereby agrees that promptly after the Effective Date it will use its best efforts to cause this Instrument to be filed or recorded in each recording office at which the Indenture was originally filed or recorded. ARTILCE IV NOTICES, LEGENDS, ETC. 4.1 The parties hereto agree that as of the Effective Date all references to Wells Fargo Bank, National Association, as Trustee, in each of the Loan Agreements dated as of July 15, 1982 between the Issuer and the Borrowers, the Security Agreement dated as of July 15, 1982 among the Issuer, the Borrowers and the Bank, the Deed of Trust dated as of July 15, 1982 among the Borrowers, the Public Trustee of Weld County, Colorado, the Bank and the Issuer and the Irrevocable Letter of Credit, No. 17752 dated September 2, 1982 from the Bank to the Resigning Trustee (collectively, the "Security Documents") shall be deemed to refer to Manufacturers Hanover Trust Company of California, as succeeding trustee. After the Effective Date, all notices or payments which were required by the terms of the Security Documents to be given or paid to the Trustee shall be given or paid to: Manufacturers Hanover Trust Company of California 50 California Street, 10th Floor San Francisco, California 94111 Attention: Corporate Trust Department ARTICLE V MISCELLANEOUS 5.1 Except as otherwise expressly provided or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings ascribed to them in the Indenture. 5.2 The resignation, appointment and acceptance effected hereby shall become effective as of the opening of business on the Effective Date. /3776A/P 5.3 Notwithstanding the resignation of the Resigning Trustee effected hereby, the Borrowers shall remain obligated under the terms of the Indenture to compensate, reimburse and indemnify the Resigning Trustee in connection with its trusteeship under the Indenture. 5.4 This Instrument shall be governed by and construed in accordance with the law governing the Indenture. 5.5 This Instrument may be executed in any number of counterparts, each of which shall be an original , but such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be duly executed and their respective seals to be affixed hereunder and duly attested all as of the day and year first above written. (Corporate Seal ) HAGERMAN 8 CO. , as nominee for THE BANK OF NEW YORK, trustee Attest: � By �tat",~— WELLS FARGO BANK, NATIONAL ASSOCIATION (Corporate Seal ) Attest: By l sid / Vice P ent Assistant' ecretary MANUFACTURERS HANOVER TRUST COMPANY (Corporate Seal ) OF CALIFORNIA Attest: 440- ii{g7Pres den ti Assuan Secretary /3776A/P STATE OF New York ) COUNTY OF New York ) sa. On this /7 day of June in the year /9f before me, 1NOMAS N DOLAN , a Notary Public, State of New York , duly commissioned and sworn, personally appearec oRER AMASSIMILL ersonally known to me (or proved to me on t e oasis o satisfactory evidence) to be a 'ASSISTANT VICE PRESIDENT of The Bank of New York , the person who executed the above instrument on behalf of The Bank of New York , and acknowledged to me that said corporation executed the same; and being sworn by me, he did depose and say that he knows the seal of said cor- poration, that the seal affixed to the above instrument is such corporate seal, that it was so affixed pursuant to the authority of the Board of Directors of said corpora- tion, and that he signed his name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the said New York on the date set forth above in this certificate. -741Uo Notary Public, State of THOMAS P. DOLAN Notary Public, State of New York No. 31-1723992 Qualified in New York County My commission expires wa ex,,... Met.g 19°9 �an STATE OF CALIFORNIA ) as. COUNTY OF SAN FRANCISCO ) On this{ A day of J vt in the year 1 `87 before me, -3 before M, EV�FNhS , a Notary Public, State of California, duly commissioned- and sworn, personally appeared Sara S. Battin, personally known to me (or proved to me on the basis of satisfactory evidence) to be a Vice President of Manufacturers Hanover Trust Company of California, the person who executed the above instrument on behalf of Manufacturers Hanover Trust Company of California, and acknowledged to me that said corporation executed the same; and being sworn by me, she did depose and say that she knows the seal of said corporation, that the seal affixed to the above instrument is such corporate seal, that it was so affixed pursuant to the authority of the Board of Directors of said corporation, and that she signed her name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the 21Lict County of -3z' MtZnciscQ on the date set forth above in this certificate. Notar Pu151ic' S-ta�te of California k - JOYCE M. EVANS I �A• NOTARY PUBLIC-CALIFORNIA i CITY d COUNTY OF SAN FRANCISCO MY Commission Expires August 22, 1986 My commission expires ,P-22 m J 2y STATE OF CALIFORNIA ) • ) ss. COUNTY OF SAN FRANCISCO ) On this 3 day of -it-J \4 in the year lq at before me, 1.- 1 p •, pm., Kee}-on/ , a Notary Public, State _ of California, duly commissioned and sworn, personally appeared Jack W. Wetzel, personally known to me (or proved to me on the basis of satisfactory evidence) to be a Vice President of Wells Fargo Bank, N.A. , the person who executed the above instrument on behalf of Wells Fargo Bank, N.A. , and acknowledged to me that said corporation executed the same; and being sworn by me, he did depose and say that he knows the seal of said corporation, that the seal affixed to the above instrument is such corporate seal, that it was so affixed pursuant to the authority of the Board of Directors of said corporation, and that he signed his name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the San Francisco County of California on the date set forth above in this certificate. - Not ry Pub , State California My commission expires �� u n� 10 1 q �i ". OFFICIAL SEAL I ) r M!t' I U A JEAN KEETON •4--A. NOTARY PUBLIC - CALIFORNIA VS) CONTRA COSTA COUNTY - My comet. noires JUN 10, 1990 I INSTRUMENT OF RESIGNATION, APPOINTMENT A ACCEPTANCE RESIGNATION, APPOINTMENT and ACCEPTANCE (the "Instrument"), J dated as of Y , 1986, by and among THE BANK OF NEW YORK, as trustee of Municipal Investment Trust Fund, Twelfth Floating Rate Series (the "Holder"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, having its principal office in San Francisco, California (the "Resigning Trustee"), and MANUFACTURERS HANOVER TRUST COMPANY OF CALIFORNIA, a corporation duly organized and existing under the laws of the State of California, having its principal corporate trust office at 50 California Street, San Francisco, California 94111 (the "Successor Trustee"). WHEREAS, there are currently issued and outstanding Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Securities" ) of Weld County, Colorado (the "Issuer" ) under an Indenture of Trust dated as of July 15, 1982, between the Issuer and the Resigning Trustee (the "Indenture) ; and WHEREAS, the Resigning Trustee wishes to resign as trustee under the Indenture; and WHEREAS, the Holder consents to the appointment of the Successor Trustee to succeed the Resigning Trustee as trustee under the Indenture; WHEREAS, Sara R. Asmus, Harry Asmus, Margaret A. Clemons, Bonnie Dean, Norman Dean, Tom Rapp, William L. West and Jerry D. Winters (the "Borrowers") and Wells Fargo Bank, National Association (the "Bank") , as issuer of the Letter of Credit securing payment of the Securities, wish to consent to the appointment of the Successor Trustee contained herein; and WHEREAS, the Successor Trustee wishes to accept appointment as successor trustee under the Indenture. NOW, THEREFORE, the Holder, the Resigning Trustee and the Successor Trustee agree as follows: ARTICLE I THE RESIGNING TRUSTEE 1 .1 Pursuant to the terms of the Indenture, the Resigning Trustee hereby notifies the Holders that the Resigning Trustee is resigning as trustee under the Indenture, effective as of July 3 , 1986 (the "Effective Date"). 1 .2 The Resigning Trustee hereby represents and warrants to the Successor Trustee that: Except as provided in Section 2.1 hereof, to the best knowledge of the Resigning Trustee, no covenant or condition contained in the Indenture has been waived by the holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver. /3776A/P 2 • 1 .2 The Resigning Trustee hereby represents and warrants to the Successor Trustee that: Except as provided in Section 2. 1 hereof , to the best knowledge of the Resigning Trustee, no covenant or condition contained in the Indenture has been waived by the holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver. 1. 3 Effective as of the Effective Date, the Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all of its right, title, and interest in and to the trusts under the Indenture and all of its rights, titles, interests, capacities, privileges, duties and obligations as trustee under the Indenture. 1 .4 The Resigning Trustee agrees to execute and deliver such further instruments and shall take such further action as the Successor Trustee or the Holders may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 1.5 To the extent that the Resigning Trustee is appointed to any other capacity under the Indenture, such as paying agent or registrar of the Securities, the Resigning Trustee resigns from such capacity, effective as of the Effective Date. ARTICLE II THE HOLDER 2. 1 By its execution hereof and its appointment of the Successor Trustee, the Holder hereby waives the net capital requirement of Section 9.07 of the Indenture. 2 . 2 The officer of the Holder attesting to the execution of this Instrument by such Holder hereby certifies that annexed hereto, marked Exhibit A, is a copy of Board Resolutions duly adopted by the Board of Direc- tors of the Holder, which are in full force and effect on the date hereof, authorizing certain officers of the Holder, including the officer executing this Instrument, to: 3 (a) accept the Resigning Trustee' s resignation as trustee under the Indenture; (b) appoint the Successor Trustee as successor trustee under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as successor trustee under the Indenture. 2 . 3 Effective as of the Effective Date, the Holder hereby accepts the resignation of the Resigning Trustee and appoints the Successor Trustee as successor trustee under the Indenture and confirms to the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and obligations of the trustee under the Indenture. 2 . 4 The Holder agrees to execute and deliver such further instruments and to take such further action as the Successor Trustee may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 2 . 5 To the extent that the Resigning Trustee was appointed to any other capacity under the Indenture, such as paying agent or registrar of the Securities, the Holder hereby appoints the Successor Trustee to each such other capacity, effective as of the Effective Date. ARTICLE III THE SUCCESSOR TRUSTEE 3. 1 The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the Holders that, pursuant to the waiver executed by the Holder in Section 2. 1 hereof, the Successor Trustee is qualified under the provisions of the Indenture to act as trustee under the Indenture, and that all required consents, approvals, author- izations, orders of and filings with governmental bodies or agencies have been duly obtained or accomplished. 3 .2 Effective as of the Effective Date, the Successor Trustee hereby accepts its appointment as successor trustee under the Indenture and shall be vested with all the rights, titles, interests, capacities, privileges, duties and obligations of the trustee under the Indenture. 4 3.3 The Successor Trustee shall, until further notice to the Holders, administer the trusts created under the Indenture at the corporate trust office of the Successor Trustee located at 50 California Street, San Francisco, California 94111, and any notices to the Successor Trustee in connection with the Indenture shall be given to the Successor Trustee at such office. 3 .4 The Successor Trustee hereby accepts its appoint- ment to each such other capacity, such as paying agent or registrar of the Securities, to which the Resigning Trustee was appointed under the Indenture, effective as of the Effective Date. 3 . 5 The Successor Trustee hereby agrees that promptly after the Effective Date it will use its best efforts to cause this Instrument to be filed or recorded in each recording office at which the Indenture was originally filed or recorded. ARTICLE IV NOTICES, LEGENDS, ETC. 4.1 The parties hereto agree that as of the Effec- tive Date all references to Wells Fargo Bank, National Assoc- iation, as Trustee, in each of the Loan Agreement dated as of July 15, 1982 between the Issuer and the Borrowers, the Security Agreement dated as of July 15, 1982 among the Issuer, the Borrowers and the Bank, the Deed of Trust dated as of July 15, 1982 among the Borrowers, the Public Trustee. of Weld County, Colorado, the Bank and the Issuer and the Irrevocable Letter of Credit, No. 17752 dated September 2, 1982 from the Bank to the Resigning Trustee (collectively, the "Security Documents") shall be deemed to refer to Manufacturers Hanover Trust Company of California, as succeeding trustee. After the Effective Date, all notices or payments which were required by the terms of the Security Documents to be given or paid to the Trustee shall be given or paid to: Manufacturers Hanover Trust Company of California 50 California Street San Francisco, California 94111 Attention: Corporate Trust Department 5 ARTICLE V MISCELLANEOUS 5. 1 Except as otherwise expressly provided or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings ascribed to them in the Indenture. 5 . 2 The resignation, appointment and acceptance effected hereby shall become effective as of the opening of business on the Effective Date. 5.3 Notwithstanding the resignation of the Resigning Trustee effected hereby, the Borrowers shall remain obligated under the terms of the Indenture to compensate, reimburse and indemnify the Resigning Trustee in connection with its trusteeship under the Indenture. 5 .4 This Instrument shall be governed by and construed in accordance with the law governing the Indenture. 5 . 5 This Instrument may be executed in any number of counterparts, each of which shall be an original , but such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be duly executed and their respective seals to be affixed hereunder and duly attested all as of the day and year first above written. (Corporate Seal) HAGERMAN & CO. Attest: By WELLS FARGO BANK, (Corporate Seal) NATIONAL ASSOCIATION • Attest: By v 74114 VICE HtESIDENI ASSIST/44T$CRCThRT MANUFACTURERS HANOVER TRUST COMPANY (Corporate Seal) OF CALIFORNIA At est: BY VICE T (SSISMT 9_C;u.°.RY 6 The undersigned hereby consent to the appointment of the Successor Trustee contained herein and confirm to the Issuer, the Holder, the Resigning Trustee and the Successor Trustee that all of the obligations of each of the undersigned under the Security Documents remain valid and binding upon the undersigned. BORROWERS By C fl e J\ vs Sara R. Asmu BY Harry A \ By \�cv ,. � `-- \P ... Margaret. Clemons By Utz - — Bonnie Dean By�r�1l/�fp Ct orman Dean By I t'-,— I 'N (' r-- Tom Rapp BY Z:42,---4a....2—/C—)..e..-S7-- William L. Jest B �y //1�yalflvt� er&9 D. inters The appointment of the Successor Trustee and the designation of the Successor Trustee as payee under the Irrevocable Letter of Credit contained in this Instrument are hereby consented to as of the date first above written. WELLS FARGO BANK, N.A. By p Id. Uld VICE IRESIDOIT STATE OF ss. • COUNTY OF G� On is !3-4 day+ f ca-/-r in the year ills befo e me, / „ "�� , a Notary Public , State of (.J1 -u ,, duly commissioned and sworn, personally appeared ,t-(.'- /..1a4-----xte-E,¢-/ personally known to me (or proved to me on the basis of satisfactory evidence) to be a of the person who executed the above instrument on behalf of , and acknowledged to me that said corporation executed the same; and being sworn by me, he did depose and say that he knows the seal of said cor- poration, that the seal affixed to the above instrument is such corporate seal, that it was so affixed pursuant to the authority of the Board of Directors of said corpora- tion, and that he signed his name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the l�{�� County of 'i& _ on the date set forth above in this certificate.f Notary Public, State of a i1,`„ ._,c4 My commission} ekpi'iedi ' STATE OF CALIFORNIA ss. COUNTY OF SAN FRANCISCO ) 4,4On this ' 0 day of 9in the year lin( before me, Tars M,�}$ wi p a Notary Public, State of California,u y commissioned and sworn, personally appeared Jack W. Wetzel, personally known to me (or proved to me on the basis of satisfactory evidence) to be a Vice President of Wells Fargo Bank, N.A. , the person who executed the above instrument on behalf of Wells Fargo Bank, N.A. , and acknowledged to me that said corporation executed the same; and being sworn by me, he did depose and say that he knows the seal of said corporation, that the seal affixed to the above instrument is such corporate seal, that it was so affixed pursuant to the authority of the Board of Directors of said corporation, and that he signed his name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the San Francisco County of California on the date set forth above in this certificate. otary Public, State •f C lifornia 7 OFFICIAL SEAL My commission expires • ClAUDIA WAGGONER 6p NOTARY PUBLIC-CALIFORNIA `e; SAN FRANCISCO COUNTY My comm. expires FEB 12, 1987 t Mkt Plaza,Spur St TWR,Son Francisco, CA 91105 STATE OF CALIFORNIA ] ] COUNTY OF SAN FRANCISCO ] On this day of 1 , in the year 1986, appeared before me, Lula Jean Keeton, a Notary P blic, State of California, duly commissioned and sworn, personally appeared Karen Spielman, personally known to me (or proved to me on the basis of satisfactory evidence) to be a Vice President of Manufacturers Hanover Trust Company of California, the person who executed the above instrument on behalf of Manufacturers Hanover Trust Company of California, and acknowledged to me that said corporation executed the same; and being sworn by me, she did depose and say that she knows the seal of said corporation, that the seal affixed to the above instrument is such corporate seal , that it was so affixed pursuant to the authority of the Board of Directors of said corporation, and that she signed her name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the San Francisco County of California on the date set forth above in this certificate. / OFFICIAL SEAL ✓32y LULA JEAN KEETON ota u c ate o orn a Ir i NOTARY PUBLIC-CALIFORNIA CONTRA COSTA COUNTY My commission expires June 10, 1986. My Commission Expires June I0, 1986 Seal /3507A INSIRUMENI OF RESIGNATION, APPOINTMENT & ACCEPTANCE RESIGNATION, APPOINTMENT and ACCEPTANCE (the "Instrument"), dated as of July 3 , 1986, by and among THE BANK OF NEW YORK, as trustee of Municipal Investment trust Fund, Twelfth Floating Rate Series (the "Holder"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, having its principal office in San Francisco, California (the "Resigning Trustee"), and MANUFACTURERS HANOVER TRUST COMPANY OF CALIFORNIA, a corporation duly organized and existing under the laws of the State of California, having its principal corporate trust office at 5U California Street, San Francisco, California 94111 (the "Successor Trustee"). WHEREAS, there are currently issued and outstanding Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Securities") of Weld County, Colorado (the "Issuer") under an Indenture of Trust dated as of July 15, 1982, between the Issuer and the Resigning Trustee (the "Indenture) ; and WHEREAS, the Resigning Trustee wishes to resign as trustee under the Indenture; and WHEREAS, the Holder consents to the appointment of the Successor Trustee to succeed the Resigning Trustee as trustee under the Indenture; WHEREAS, Sara R. Asmus, Harry Asmus, Margaret A. Clemons, Bonnie Dean, Norman Dean, Tom Rapp, William L. West and Jerry D. Winters (the "Borrowers") and Wells Fargo Bank, National Association (the "Bank") , as issuer of the Letter of Credit securing payment of the Securities, wish to consent to the appointment of the Successor Trustee contained herein; and WHEREAS, the Successor Trustee wishes to accept appointment as successor trustee under the Indenture. NOW, THEREFORE, the Holder, the Resigning Trustee and the Successor Trustee agree as follows: ARTICLE I THE RESIGNING TRUSTEE 1 .1 Pursuant to the terms of the Indenture, the Resigning Trustee hereby notifies the Holders that the Resigning Trustee is resigning as trustee under the Indenture, effective as of July 3 , 1986 (the "Effective Date"). 1 .2 The Resigning Trustee hereby represents and warrants to the Successor Trustee that: Except as provided in Section 2.1 hereof, to the best knowledge of the Resigning Trustee, no covenant or condition contained in the Indenture has been waived by the holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver. /3776A/P 1 .3 Effective as of the Effective Date, the Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all of its right, title, and interest in and to the trusts under the Indenture and all of its rights, titles, interests, capacities, privileges, duties and obligations as trustee under the Indenture. 1 .4 The Resigning Trustee agrees to execute and deliver such further instruments and shall take such further action as the Successor Trustee or the Holder may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 1 .5 To the extent that the Resigning Trustee is appointed to any other capacity under the Indenture, such as paying agent or registrar of the Securities, the Resigning Trustee resigns from such capacity, effective as of the Effective Date. ARTICLE II THE HOLDER 2.1 By its execution hereof, the Holder hereby waives the net capital requirement of Section 9.07 of the Indenture. 2.2 Effective as of the Effective Date, the Holder hereby accepts the resignation of the Resigning Trustee and consents to the appointment of the Successor Trustee as successor trustee under the Indenture and confirms to the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and obligations of the trustee under the Indenture. 2.3 To the extent that the Resigning Trustee was appointed to any other capacity under the Indenture, such as paying agent or registrar of the Securities, the Holder hereby consents to the appointment of the Successor Trustee to each such other capacity, effective as of the Effective Date. ARTICLE III THE SUCCESSOR TRUSTEE 3.1 The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the Holder that, pursuant to the waiver executed by the Holder in Section 2.1 hereof, the Successor Trustee is qualified under the provisions of the Indenture to act as trustee under the Indenture, and that all required consents, approvals, authorizations, orders of and filings with governmental bodies or agencies have been duly obtained or accomplished. 3.2 Effective as of the Effective Date, the Successor Trustee hereby accepts its appointment as successor trustee under the Indenture and shall be vested with all the rights, titles, interests, capacities, privileges, duties and obligations of the trustee under the Indenture. /3776A/P 3.3 The Successor Trustee shall , until further notice to the Holder, administer the trusts created under the Indenture at the corporate trust office of the Successor Trustee located at 50 California Street, San Francisco, California 94111 , and any notices to the Successor Trustee in connection with the Indenture shall be given to the Successor Trustee at such office. 3.4 The Successor Trustee hereby accepts its appointment to each such other capacity, such as paying agent or registrar of the Securities, to which the Resigning Trustee was appointed under the Indenture, effective as of the Effective Date. 3.5 The Successor Trustee hereby agrees that promptly after the Effective Date it will use its best efforts to cause this Instrument to be filed or recorded in each recording office at which the Indenture was originally filed or recorded. ARTILCE IV NOTICES, LEGENDS, ETC. 4.1 The parties hereto agree that as of the Effective Date all references to Wells Fargo Bank, National Association, as Trustee, in each of the Loan Agreements dated as of July 15, 1982 between the Issuer and the Borrowers, the Security Agreement dated as of July 15, 1982 among the Issuer, the Borrowers and the Bank, the Deed of Trust dated as of July 15, 1982 among the Borrowers, the Public Trustee of Weld County, Colorado, the Bank and the Issuer and the Irrevocable Letter of Credit, No. 17752 dated September 2, 1982 from the Bank to the Resigning Trustee (collectively, the "Security Documents") shall be deemed to refer to Manufacturers Hanover Trust Company of California, as succeeding trustee. After the Effective Date, all notices or payments which were required by the terms of the Security Documents to be given or paid to the Trustee shall be given or paid to: Manufacturers Hanover Trust Company of California 50 California Street, 10th Floor San Francisco, California 94111 Attention: Corporate Trust Department ARTICLE V MISCELLANEOUS 5.1 Except as otherwise expressly provided or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings ascribed to them in the Indenture. 5.2 The resignation, appointment and acceptance effected hereby shall become effective as of the opening of business on the Effective Date. /3776A/P 5.3 Notwithstanding the resignation of the Resigning Trustee effected hereby, the Borrowers shall remain obligated under the terms of the Indenture to compensate, reimburse and indemnify the Resigning Trustee in connection with its trusteeship under the Indenture. 5.4 This Instrument shall be governed by and construed in accordance with the law governing the Indenture. 5.5 This Instrument may be executed in any number of counterparts, each of which shall be an original , but such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be duly executed and their respective seals to be affixed hereunder and duly attested all as of the day and year first above written. (Corporate Seal ) HAGERMAN 8 CO. , as nominee for THE BANK OF NEW YORK, trustee Attest: By kg",(014 (14 WELLS FARGO BANK, NATIONAL ASSOCIATION (Corporate Seal ) Attest: By UY > Vicce P sident Assistant ecretary MANUFACTURERS HANOVER TRUST COMPANY (Corporate Seal ) OF CALIFORNIA Attest: 4/0- tc-- V President ss an ecre ary /3776A/P STATE OF New York ) ) 8s. COUNTY OF New York On this /7 day of June in the year /9f% before me, ZLiOMAS P, Dpi , a Notary Public, State of New York , duly commissioned and sworn, personally appearedBORERT A. MASSIMILLQ ersonally known to me (or proved to me on t e basis of satisfactory evidence) to be a 'ASSISTANT SSISTANT VICE PRESIDENT of The Bank of New York person who executed the above instrument on behalf of The Bank of New York , and acknowledged to me that said corporation executed the same; and being sworn by me, he did depose and say that he knows the seal of said cor- poration, that the seal affixed to the above instrument is such corporate seal, that it was so affixed pursuant to the authority of the Board of Directors of said corpora- tion, and that he signed his name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the said New York on the date set forth above in County of this certificate. teetto Notary Public, State of THOMAS P. DOLAN Notary Public, State of New Yoh No. 31-4723992 Qualified in New York County expires Expires Mara4e' 19,1 My commission STATE OF CALIFORNIA ) ss. COUNTY OF SAN FRANCISCO ) On thisp'S day of J in the year before me, �°YGE M, E vnN3 , a Notary Public, State of California, duly commissioned and sworn, personally appeared Sara S. Battin, personally known to me (or proved to me on the basis of satisfactory evidence) to be a Vice President of Manufacturers Hanover Trust Company of California, the person who executed the above instrument on behalf of Manufacturers Hanover Trust Company of California, and acknowledged to me that said corporation executed the same; and being sworn by me, she did depose and say that she knows the seal of said corporation, that the seal affixed to the above instrument is such corporate seal, that it was so affixed pursuant to the authority of the Board of Directors of said corporation, and that she signed her name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the $cU d County of hw �rc2 n(sco on the date set forth above in this certificate. r t Notar Public, 3ta of California JOY CE M. EVANS ''rr NOTARY PUBLIC CALIFORNIA vt CITY & COUNTY Of SAN FRANCISCO r �( My Commi;sicn Expires August 22, 1986 My commission expires d ,22mT (y STATE OF CALIFORNIA ) • ss. , COUNTY OF SAN FRANCISCO ) On this 3 day of -1O •4/ in the year IQ t before me, l,-, a 10. J e,p_.� K e €_±-0r , a Notary Public, State _ of California, duly commissioned and sworn, personally appeared Jack W. Wetzel, personally known to me (or proved to me on the basis of satisfactory evidence) to be a Vice President of Wells Fargo Bank, N.A. , the person who executed the above instrument on behalf of Wells Fargo Bank, N.A. , and acknowledged to me that said corporation executed the same; and being sworn by me, he did depose and say that he knows the seal of said corporation, that the seal affixed to the above instrument is such corporate seal, that it was so affixed pursuant to the authority of the Board of Directors of said corporation, and that he signed his name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the San Francisco County of California on the date set forth above in this certificate. Not ry Pub , State California +, OFFICIAL SEAL L My commission expires J u_,ie (d 1 q qi o %...„1.,1 . it I ULA JEAN KEETON !1y 0 � -figi NOTARY PUBLIC - CALIFORNIA VP-1,11)-0 CONTRA COSTA COUNTY MY Comm. npirM MUN 1U 1990 I INSIRUMENI OF RESIGNATION, APPOIN1MENT & ACCEPTANCE RESIGNATION, APPOINTMENT and ACCEPTANCE (the "Instrument") , dated as of July 3 , 1986, by and among THE BANK OF NEW YORK, as trustee of Municipal Investment crust Fund, Twelfth Floating Rate Series (the "Holder"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, having its principal office in San Francisco, California (the "Resigning Trustee" ), and MANUFACTURERS HANOVER TRUST COMPANY OF CALIFORNIA, a corporation duly organized and existing under the laws of the State of California, having its principal corporate trust office at 50 California Street, San Francisco, California 94111 (the "Successor Trustee"). WHEREAS, there are currently issued and outstanding Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Securities") of Weld County, Colorado (the "Issuer" ) under an Indenture of Trust dated as of July 15, 1982, between the Issuer and the Resigning Trustee (the "Indenture) ; and WHEREAS, the Resigning Trustee wishes to resign as trustee under the Indenture; and WHEREAS, the Holder consents to the appointment of the Successor Trustee to succeed the Resigning Trustee as trustee under the Indenture; WHEREAS, Sara R. Asmus, Harry Asmus, Margaret A. Clemons, Bonnie Dean, Norman Dean, Tom Rapp, William L. West and Jerry D. Winters (the "Borrowers") and Wells Fargo Bank, National Association (the "Bank") , as issuer of the Letter of Credit securing payment of the Securities, wish to consent to the appointment of the Successor Trustee contained herein; and WHEREAS, the Successor Trustee wishes to accept appointment as successor trustee under the Indenture. NOW, THEREFORE, the holder, the Resigning Trustee and the Successor Trustee agree as follows: ARTICLE I THE RESIGNING TRUSTEE 1 .1 Pursuant to the terms of the Indenture, the Resigning Trustee hereby notifies the Holders that the Resigning Trustee is resigning as trustee under the Indenture, effective as of July 3 , 1986 (the "Effective Date") . 1 .2 The Resigning Trustee hereby represents and warrants to the Successor Trustee that: Except as provided in Section 2.1 hereof, to the best knowledge of the Resigning Trustee, no covenant or condition contained in the Indenture has been waived by the holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver. /3776A/P 2 • 1. 2 The Resigning Trustee hereby represents and warrants to the Successor Trustee that: Except as provided in Section 2. 1 hereof , to the best knowledge of the Resigning Trustee, no covenant or condition contained in the Indenture has been waived by the holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver. 1. 3 Effective as of the Effective Date, the Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all of its right, title, and interest in and to the trusts under the Indenture and all of its rights, titles, interests, capacities, privileges, duties and obligations as trustee under the Indenture. 1.4 The Resigning Trustee agrees to execute and deliver such further instruments and shall take such further action as the Successor Trustee or the Holders may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 1. 5 To the extent that the Resigning Trustee is appointed to any other capacity under the Indenture, such as paying agent or registrar of the Securities, the Resigning Trustee resigns from such capacity, effective as of the Effective Date. ARTICLE II THE HOLDER 2. 1 By its execution hereof and its appointment of the Successor Trustee, the Holder hereby waives the net capital requirement of Section 9.07 of the Indenture. 2 . 2 The officer of the Holder attesting to the execution of this Instrument by such Holder hereby certifies that annexed hereto, marked Exhibit A, is a copy of Board Resolutions duly adopted by the Board of Direc- tors of the Holder, which are in full force and effect on the date hereof, authorizing certain officers of the Holder, including the officer executing this Instrument, to: 3 (a) accept the Resigning Trustee' s resignation as trustee under the Indenture; (b) appoint the Successor Trustee as successor trustee under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as successor trustee under the Indenture. 2 . 3 Effective as of the Effective Date, the Holder hereby accepts the resignation of the Resigning Trustee and appoints the Successor Trustee as successor trustee under the Indenture and confirms to the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and obligations of the trustee under the Indenture. 2 . 4 The Holder agrees to execute and deliver such further instruments and to take such further action as the Successor Trustee may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 2 . 5 To the extent that the Resigning Trustee was appointed to any other capacity under the Indenture, such as paying agent or registrar of the Securities, the Holder hereby appoints the Successor Trustee to each such other capacity, effective as of the Effective Date. ARTICLE III THE SUCCESSOR TRUSTEE 3. 1 The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the Holders that, pursuant to the waiver executed by the Holder in Section 2. 1 hereof, the Successor Trustee is qualified under the provisions of the Indenture to act as trustee under the Indenture, and that all required consents, approvals, author- izations, orders of and filings with governmental bodies or agencies have been duly obtained or accomplished. 3 . 2 Effective as of the Effective Date, the Successor Trustee hereby accepts its appointment as successor trustee under the Indenture and shall be vested with all the rights, titles, interests, capacities, privileges, duties and obligations of the trustee under the Indenture. • 4 3 .3 The Successor Trustee shall, until further notice to the Holders, administer the trusts created under the Indenture at the corporate trust office of the Successor Trustee located at 50 California Street, San Francisco, California 94111, and any notices to the Successor Trustee in connection with the Indenture shall be given to the Successor Trustee at such office. 3 .4 The Successor Trustee hereby accepts its appoint- ment to each such other capacity, such as paying agent or registrar of the Securities, to which the Resigning Trustee was appointed under the Indenture, effective as of the Effective Date. 3 . 5 The Successor Trustee hereby agrees that promptly after the Effective Date it will use its best efforts to cause this Instrument to be filed or recorded in each recording office at which the Indenture was originally filed or recorded. ARTICLE IV NOTICES, LEGENDS, ETC. 4 . 1 The parties hereto agree that as of the Effec- tive Date all references to Wells Fargo Bank, National Assoc- iation, as Trustee, in each of the Loan Agreement dated as of July 15, 1982 between the Issuer and the Borrowers, the Security Agreement dated as of July 15, 1982 among the Issuer, the Borrowers and the Bank, the Deed of Trust dated as of July 15, 1982 among the Borrowers, the Public Trustee. of Weld County, Colorado, the Bank and the Issuer and the Irrevocable Letter of Credit, No. 17752 dated September 2, 1982 from the Bank to the Resigning Trustee (collectively, the "Security Documents") shall be deemed to refer to Manufacturers Hanover Trust Company of California, as succeeding trustee. After the Effective Date, all notices or payments which were required by the terms of the Security Documents to be given or paid to the Trustee shall be given or paid to: Manufacturers Hanover Trust Company of California 50 California Street San Francisco, California 94111 Attention: Corporate Trust Department • ARTICLE V MISCELLANEOUS 5. 1 Except as otherwise expressly provided or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings ascribed to them in the Indenture. 5 .2 The resignation, appointment and acceptance effected hereby shall become effective as of the opening of business on the Effective Date. 5.3 Notwithstanding the resignation of the Resigning Trustee effected hereby, the Borrowers shall remain obligated under the terms of the Indenture to compensate, reimburse and indemnify the Resigning Trustee in connection with its trusteeship under the Indenture. 5 .4 This Instrument shall be governed by and construed in accordance with the law governing the Indenture. 5 . 5 This Instrument may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be duly executed and their respective seals to be affixed hereunder and dilly attested all as of the day and year first above written. (Corporate Seal) HAGERMAN & CO. Attest: By WELLS FARGO BANK, (Corporate Seal) NATIONAL ASSOCIATION • Attest: By / VICE PRESIDENT •s9sT,WT Win-nun MANUFACTURERS HANOVER TRUST COMPANY (Corporate Seal) OF CALIFORNIA At est: By VIOL Pica; 'p ASSIST.4IsT SEC-r7'7Y 6 The undersigned hereby consent to the appointment of the Successor Trustee contained herein and confirm to the Issuer, the Holder, the Resigning Trustee and the Successor Trustee that all of the obligations of each of the undersigned under the Security Documents remain valid and binding upon the undersigned. BORROWERS n BY A I\p p In._" Sara R. Asmu By Harry A By \ ( c�.. • , .,. \ !\ \ \ Margaret. Clemons By t,, Bonnie Dean 7242,,c1-71/2d- Korman • By Dean By ) -ow- I -\ 4,'Y'—r_ Tom Rapp BY 4-16 --z J -A7 William L. West • D. inters e s The appointment of the Successor Trustee and the designation of the Successor Trustee as payee under the Irrevocable Letter of Credit contained in this Instrument are hereby consented to as of the date first above written. WELLS FARGO BANK, N.A. . By p id, 29/ VICE IRWINT STATE OF C.tivtar d ) ss. • COUNTY OF G ) On is 2321 51,,k!'" aY f 9a.y-, in the year /lir befoxe me, T� �, �v�� , a Notary Public, State of (z/ u , duly commissioned and sworn, personally appeared 4Cc' lik.4.tt-xcctt-/ personally known to me (or proved to me on the basis of satisfactory evidence) to be a of the person who executed the above instrument on behalf of , and acknowledged to me that said corporation executed the same; and being sworn by me, he dia depose and say that he knows the seal of said cor- poration, that the seal affixed to the above instrument is such corporate seal, that it was so affixed pursuant to the authority of the Board of Directors of said corpora- tion, and that he signed his name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the 1 -4/ County of t21t ,. _ on the date set forth above in this� certificate. } Notary Public, State of My commission ezpfe§' ' STATE OF CALIFORNIA ) ss. COUNTY OF SAN FRANCISCO ) On this '^'" day of 9in the year 1SY4 before me, VIM rw- , a Notary Public, State of California , flu cdmmiss ned and sworn, personally appeared Jack W. Wetzel , personally known to me (or proved to me on the basis of satisfactory evidence) to be a Vice President of Wells Fargo Bank, N.A. , the person who executed the above instrument on behalf of Wells Fargo Bank, N.A. , and acknowledged to me that said corporation executed the same ; and being sworn by me, he did depose and say that he knows the seal of said corporation, that the seal affixed to the above instrument is such corporate seal, that it was so affixed pursuant to the authority of the Board of Directors of said corporation, and that he signed his name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the San Francisco County of California on the date set forth above in this certificate. otary Public, State •frC= lifornia OFFICIAL SEAL My commission expires CLAUDIA WAGGONER • NOTARY PUBLIC-CALIFORNIA �cPtwl SAN FRANCISCO COUNTY My Comm. expires FEB 12, 1987 I Mn. Plue,Spur St.TWR,San Fnncixo, CA 94105 STATE OF CALIFORNIA ] 7 COUNTY OF SAN FRANCISCO ] //// On this day of ft in the year 1986, appeared before me, Lula Jean Keeton, a Notary P blic, State of California, duly commissioned and sworn, personally appeared Karen Spielman, personally known to me (or proved to me on the basis of satisfactory evidence) to be a Vice President of Manufacturers Hanover Trust Company of California, the person who executed the above instrument on behalf of Manufacturers Hanover Trust Company of California, and acknowledged to me that said corporation executed the same; and being sworn by me, she did depose and say that she knows the seal of said corporation, that the seal affixed to the above instrument is such corporate seal , that it was so affixed pursuant to the authority of the Board of Directors of said corporation, and that she signed her name thereto pursuant to like authority. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the San Francisco County of California on the date set forth above in this certificate. firnia OFFICIAL L w.�C� ,o Pubic ate of ' r NOTARY PUBLIC CALIFORNIA CONTRA COSTA COUNTY My commission expires June 10, 1986. My CommIAloe ExpiresExpires J 6 Seal /3507A Hello