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Resolution 043-1994 FILED F OF RECORD RESOLUTION NO. 043 -1994 .94 MAR -4 P 3 :58 A RESOLUTION AUTHORIZING THE DEFEASANCE OF THE OUTSTAN.DING ! CARD SOUND ROAD AND BRIDGE IMPROVEMENT, REVENUE BONDS, SERIES 1993, OF MONROE COUNTY, FLORIDA; AND;PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, Ordinance No. 056-1988 of Monroe County, Florida, and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby found and determined that: A. On February 4, 1993, Monroe County, Florida (the "County"), issued its $4,585,000 Card Sound Road and Bridge Improvement Revenue Bonds, Series 1993, of which $4,430,000 are presently outstanding (the "Card Sound Bonds"), for the purpose of financing part of the cost of raising the elevation of the Card Sound Bridge approach road (the "Project"). On or about the time of issuance of the Card Sound Bonds, the County was advised by its consulting engineers that the total cost of construction of the Project to be deposited into the Construction Fund would be $10,100,000.00, of which $3,851,934.89 would come from bond proceeds and $6,049,866.00 from other legally available funds of the County (the "County Contribution") . B. The County Engineer has advised that $4,000,000.00 is needed to complete construction of the Project, based upon construction bids received for the Project and other matters deemed relevant by the County Engineer. C. The resolution of the Board of County Commissioners of the County, as amended and supplemented, authorizing the issuance of the Card Sound Bonds, requires the redemption of the Card Sound Bonds, prior to their respective dates of maturity, to the extent proceeds of the sale of the Card Sound Bonds are not needed to pay Project costs. D. It is desirable to complete construction of the Project wi th the County Contribution and advance refund the Card Sound Bonds to their January 1, 1995, extraordinary mandatory redemption date by depositing into an irrevocable escrow account, all remaining bond proceeds, reserve fund deposits and investment earnings. SECTION. 3. REFUNDING OF CARD SOUND BONDS. The County shall advance refund the outstanding Card Sound Bonds to their January 1, 1995, extraordinary mandatory redemption date as soon as 3247/MON59011/CEFEAS-RESOl practicable. Such advance refunding shall be accomplished by the deposit of all remaining Card Sound Bond proceeds, reserve fund deposits and investment earnings thereon, and certain other legally available funds of the County into escrow, which, together with the investment thereof in certain federal securities, will produce an amount sufficient to pay the principal of and interest on the outstanding Card Sound Bonds to such January 1, 1995, extraordinary mandatory redemption date. The proper officers of the County shall enter into an Escrow Deposit Agreement, in substantially the form attached hereto, with First Union National Bank of Florida, Jacksonville, Florida, in order to implement the advance refunding of the outstanding Card Sound Bonds. The Clerk of the Board of County Commissioners of the County (the "Clerk") is hereby authorized to subscribe for, or otherwise purchase, on behalf of the County, those escrow investments required by the Escrow Deposit Agreement for the advance refunding of the outstanding Card Sound Bonds. Any prior action of the Clerk in that regard is hereby ratified and confirmed. SECTION 4. REPEAL OF INCONSISTENT PROVISIONS. All resolution of the Board of County Commissioners of the County or parts thereof in conflict with this resolution are hereby repealed to the extent of such conflict. SECTION 5. SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the provisions contained in this resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason be held invalid, then such provisions shall be null and void and shall be deemed separable from the remaining provisions, and shall, in no way affect the validity of any other provisions of this resolution. SECTION 6. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. Adopted this February 15, 1994. MONROE C FLORIDA (Seal) ~ ayor, Board of County Commissioners Attested: DANNY L. ~OMIAGE, Clerk Uo.kL C.~ Clerk, Board of C unty Commissioners 3247/MONS9011/DEFEAS-RESOl ESCROW DEPOSIT AGREEMENT relating to $4,430,000 MONROE COUNTY, FLORIDA CARD SOUND ROAD AND BRIDGE IMPROVEMENT REVENUE BONDS, SERIES 1993 THIS ESCROW DEPOSIT AGREEMENT, dated as of , 1994, is by and between MONROE COUNTY, FLORIDA (the "Issuer"), and FIRST UNION NATIONAL BANK OF FLORIDA, Jacksonville, Florida, a national banking association, organized under the laws of the United States, as Escrow Holder (the "Escrow Holder") . BACKGROUND FACTS: 1. The Issuer has previously authorized and issued its Card Sound Road and Bridge Improvement Revenue Bonds, Series 1993, dated January 1, 1993 (the "Refunded Bonds"), as to which the Aggregate Debt Service (defined below) is set forth on Schedule A. 2. The Issuer has determined to provide for payment of the Aggregate Debt Service of the Refunded Bonds, on and prior to their redemption, by depositing with the Escrow Holder cash and Escrow Investments, the principal of and interest on which will be at least equal to such sum. 3. The Issuer will deposit from net proceeds of the sale of the Refunded Bonds, certain reserve funds in connection with the Refunded Bonds and certain other legally available funds of the Issuer, sufficient funds needed for such purpose. AGREEMENT: In consideration herein contained, the follows: of the Issuer mutual covenants and agreements and the Escrow Holder agree as Section 1. Definitions. As used herein, the following terms mean: (a) "Aggregate Debt Service" means, as of any date, the sum of the Annual Debt Service then remaining unpaid with respect to the Refunded Bonds, as set forth on Schedule A attached to this Agreement. (b) "Agreement" means this Escrow Deposit Agreement. (c) "Annual Debt Service" means, in any year, the principal of, applicable redemption premium, and interest on the Refunded Bonds, including any paying agent fees and handling charges, coming due in such year as shown on Schedule A. 3247/MON59011/EDAl 1 (d) IIBoardll means the Board of County Commissioners of Monroe County, Florida, the governing body of Monroe County, Florida. (e) "Defeasance Resolution" means the resolution of the Board duly adopted on February 15, 1994, providing for the advance refunding of the Refunded Bonds. (f) "Escrow Accountll means the Escrow Account, created and established by this Agreement, and held by the Escrow Holder, in which cash and investments will be held for payment of the Refunded Bonds. (g) "Escrow Holderll means First Union National Bank of Florida, Jacksonville, Florida. (h) "Escrow Investments II means direct obligations of, or obligations the principal of and the interest on which are unconditionally guaranteed by, the United States of America. (i) IIEscrow Requirement" means, as of any date of calculation, the sum of an amount in cash and principal amount of Escrow Investments in the EsCrow Account which, together with the interest due on the Escrow Investments, will be sufficient to pay, as the installments thereof become due, the Aggregate Debt Service. (j) "Expenses II means the expenses of the Issuer resulting from the execution of this Agreement, including, but not limited to, the fees and expenses of the Escrow Holder. Section 2. Deposit of Funds. The Issuer hereby deposits $ with the Escrow Holder in immediately available funds, to be held in irrevocable escrow by the Escrow Holder and applied solely as provided in this Agreement. The Issuer represents that: (a) $ of such funds are derived from the net proceeds of the Refunded Bonds; $ of such funds are derived from the Reserve Account for the Refunded Bonds; $ are derived from investment earnings resulting from the investment of the Construction Fund and the Reserve Account; and $ are derived from certain other legally available funds of the Issuer. (b) Such funds, when invested in the Escrow Investments set forth on Schedule B attached hereto, and held in cash, will be, together with the principal amount of such Escrow Investments and the interest due thereon, at least equal to the Escrow Requirement as of the date of such deposit, as demonstrated in Schedule B attached hereto. Section 3. Use and Investment of Funds. The Escrow Holder acknowledges receipt of the sum described in Section 2 and agrees: 3247/MON59011/EDAl 2 (a) to hold the funds in irrevocable escrow during the term of this Agreement, (b) to hold $ in cash and immediately invest the remainder of such funds by the purchase of the Escrow Investments set forth on Schedule B attached hereto, and (c) to deposit, as received, all receipts of maturing principal of the Escrow Investments and all receipts of interest in the Escrow Account. Section 4. Payment of Bonds and Expenses. (a) Refunded Bonds. On each interest payment date for the Refunded Bonds, the Escrow Holder shall pay to Barnett Banks Trust Company, N.A., Jacksonville, Florida, the paying agent for the Refunded Bonds, from the cash on hand in the Escrow Account, a sum sufficient to pay that portion of the Annual Debt Service coming due on such date as shown on Schedule A. In the event that the amount on deposit in the Escrow Account is ever insufficient for such purpose, the Escrow Holder shall immediately notify the Issuer of such deficiency, and the Issuer shall have a reasonable time to cure the same. (b) Ex~enses. The Issuer shall pay the Expenses, as they become due and payable, from legally available funds of the Issuer, and no lien upon or right of set-off against the funds on deposit in the Escrow Account shall exist or be created in favor of the Escrow Holder for any Expenses owed to it. (c) Surolus. Upon termination of this Agreement, the Escrow Holder shall pay to the Issuer any remaining cash in the Escrow Account in excess of (i) the Escrow Requirement and (ii) any remaining fees and expenses then due and payable by the Issuer to the Escrow Holder. (d) Lien on Funds. The holders of the Refunded Bonds shall have an express first lien on the funds and Escrow Investments in the Escrow Account until such funds and Escrow Investments are used and applied in accordance with this Agreement. (e) Payments due on Holidays. If any payment date, at the place of payment of the Refunded Bonds, shall be a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized by law to close, then the Escrow Holder may make the payment required by Section 4(a) to the paying agent on the first business day following such Saturday, Sunday, legal holiday or day on which banking institutions are authorized by law to close. Section 5. Reinvestment. (a) Except as provided in Section 3 and in this Section, the Escrow Holder shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of or make substitutions of the Escrow Investments held hereunder. 3247/MON59011/EDAl 3 (b) At the request of the Issuer and upon compliance with the conditions hereinafter stated, the Escrow Holder shall sell, transfer, otherwise dispose of or request the redemption of any of the Escrow Investments acquired hereunder and shall substitute other Escrow Investments for such Escrow Investments. Any money remaining after such substitution, not needed to pay the Aggregate Debt Service, shall be paid to the Issuer. The Issuer will not request the Escrow Holder to exercise any of the powers described in the preceding sentence in any manner which will cause the Refunded Bonds to be II arbi trage bonds II wi thin the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder in effect and applicable to obligations issued on the issue date of the Refunded Bonds. The transactions may be effected only if (i) an independent certified public accountant shall certify to the Issuer and the Escrow Holder that the cash and principal amount of Escrow Investments remaining on hand after the transactions are completed, together with the interest due thereon, will be not less than the Escrow Requirement, and (ii) the Escrow Holder shall receive an unqualified opinion from a nationally recognized bond counsel, addressed to it and the Issuer, to the effect that the transactions will not constitute a breach of this Agreement or any provision of the resolution authorizing the issuance of the Refunded Bonds, and such transactions will not cause the Refunded Bonds to be lIarbitrage bondsll within the meaning of Section 148 (a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. Section 6. Redemption of Refunded Bonds. The Refunded Bonds will be redeemed as a whole on January I, 1995, at the price of par and accrued interest to such date of redemption. The Escrow Holder shall disseminate the notice of redemption and notice of advance refunding substantially in the form and in the manner set forth in Schedules C and D, respectively, attached hereto. Any out-of-pocket expenses incurred by the Escrow Holder in that regard shall be paid by the Issuer. Section 7. Indemnitv. To the extent authorized by law, the Issuer hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Holder and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against at any time, the Escrow Holder (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement, the maintenance of the Escrow Account, the acceptance of the funds and securities deposited therein, the purchase of the Escrow Investments, the retention of the Escrow Investments or the proceeds thereof and any payment, transfer or other application of funds or securities by the Escrow Holder in accordance with the provisions of this Agreement; provided, however, that the Issuer 3247/MON59011/EDAl 4 shall not be required to indemnify the Escrow Holder for its own negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby, other than to the Escrow Holder as specifically set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Holder. Section 8. Responsibilitv of Escrow Holder. The Escrow Holder and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, whether to the Issuer or to third parties, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the maintenance of the Escrow Account, the acceptance of the funds deposited therein, the purchase of the Escrow Investments, the retention or other application of money or securities by the Escrow Holder in accordance with the provisions of this Agreement or by reason of any non-negligent act, omission or error of the Escrow Holder made in good faith in the conduct of its duties. The Escrow Holder shall, however, be liable to the Issuer for its negligent or willful acts, omissions or errors which violate or fail to comply with the terms of this Agreement. The duties and obligations of the Escrow Holder shall be determined by the express provisions of this Agreement. The Escrow Holder may consult with counsel, who mayor may not be counsel to the Issuer, and in reliance upon the opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Holder shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by the Chairman of the Issuer, or his or her designee. Section 9. Resiqnation of Escrow Holder. The Escrow Holder may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the Issuer and published once in a daily newspaper of general circulation or a financial journal published and/or of general circulation in the Borough of Manhattan, City and State of New York, not less than 60 days before such resignation shall take effect. Such resignation shall take effect immediately upon the appointment of a new Escrow Holder hereunder. If the Refunded Bonds are outstanding in fully registered form, and the Escrow Holder is able to obtain from the bond registrar for the Refunded Bonds, a complete list of the holders thereof and their addresses, the Escrow Holder may mail the notice of resignation, within the time required, to the holders of the Refunded Bonds in lieu of publication of such notice. Any out-of-pocket expenses incurred by the Escrow Holder in publication or mailing of such notice shall be paid by the Issuer. Section 10. Removal of Escrow Holder. 3247/MON59011/EDAl 5 (a) The Escrow Holder may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than 51% in aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be filed with the Issuer, and notice in writing published once in a daily newspaper of general circulation or a financial journal published and/or of general circulation in the Borough of Manhattan, City and State of New York, not less than 60 days before such removal is to take effect as stated in such instrument or instruments. A photographic copy of any instrument filed with the Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Holder. If the Refunded Bonds are outstanding in fully registered form, and such holders of the Refunded Bonds are able to obtain from the bond registrar for the Refunded Bonds, a complete list of the remaining holders thereof and their addresses, such bondholders removing the Escrow Holder may mail such notice of removal, within the time required, to the remaining bondholders in lieu of publication of such notice. (b) The Escrow Holder may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Holder, by the Issuer or by any court of competent jurisdiction upon the application of the holders of not less than 5% in aggregate principal amount of the Refunded Bonds then outstanding. Section 11. Successor Escrow Holder. (a) If at any time hereafter the Escrow Holder shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Holder shall thereupon become vacant. If the position of Escrow Holder shall become vacant for any of the foregoing reasons or for any other reason, the Issuer shall appoint an Escrow Holder to fill such vacancy. The Issuer shall publish notice of any such appointment once in a daily newspaper of general circulation or a financial journal published and/or of general circulation in the Borough of Manhattan, City and State of New York. If the Refunded Bonds are outstanding in fully registered form, the Issuer may mail or cause to be mailed, the notice of resignation, within the time required, to the holders of the Refunded Bonds in lieu of publication of such notice. (b) If at any time within one year after such vacancy shall have occurred, the Issuer has not appointed a successor Escrow Holder in accordance with the provisions of paragraph (a) of this section, the holders of 51% in aggregate principal amount of the Refunded Bonds then outstanding, by an instrument or concurrent instruments in writing, executed by such bondholders and filed with the governing body of the Issuer, may appoint a successor Escrow Holder, which shall supersede any Escrow Holder theretofore appointed by the Issuer. Photographic copies of each such 3247/MON59011/EDAl 6 instrument shall be delivered promptly by the Issuer, to the predecessor Escrow Holder and to the Escrow Holder so appointed by the bondholders. (c) If no appointment of a successor Escrow Holder shall be made pursuant to the foregoing provisions of this section, the holder of any Refunded Bond then outstanding, or any retiring Escrow Holder may apply to any court of competent jurisdiction to appoint a successor Escrow Holder. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Holder. Section 12. Term; Amendments. (a) This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Bonds have been paid and discharged in accordance with the proceedings authorizing the Refunded Bonds. (b) All amendments to this Agreement shall be in writing signed by both parties hereto. Section 13. Severability. If anyone or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Holder to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreements herein contained shall in no way affect the validity of the remaining provisions of this Agreement. Section 14. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as duplicate originals and shall constitute and be but one and the same instrument. Section 15. GoverninG Law. This Agreement shall be construed under the laws of the State of Florida. 3247/MON59011/EDAl 7 EXECUTION: The parties hereto have caused this Escrow Deposit Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. MONROE COUNTY, FLORIDA (Seal) By Mayor, Board of County Commissioners Attested: Clerk, Board of County Commissioners FIRST UNION NATIONAL BANK OF FLORIDA Escrow Holder (Corporate Seal) By 3247/MON59Qll/EDAl 8 Refunded Bonds: Debt Service: 3247/MON59011/EDAl Schedule A The Refunded Bonds are the Monroe County, Florida, Card Sound Road and Bridge Improvement Revenue Bonds, Series 1993, dated January 1, 1993, maturing on November 1 in the years 1994 through 2007, in the aggregate principal amount of $4,430,000. The debt service payments on the Refunded Bonds, taking into account the redemption prior to maturity on January 1, 1995, of all of the Refunded Bonds maturing after January 1, 1995, is as set forth below: 9 Schedule B The escrow investments and escrow cash flow are as follows: 3247/MON59011/EDA1 10 Schedule C NOTICE OF REDEMPTION MONROE COUNTY, FLORIDA CARD SOUND ROAD AND BRIDGE IMPROVEMENT REVENUE BONDS, SERIES 1993 MATURING NOVEMBER 1, 1995, AND THEREAFTER NOTICE IS HEREBY GIVEN, for and on behalf of Monroe County, Florida (the "County"), that all of its outstanding Card Sound Road and Bridge Improvement Revenue Bonds, Series 1993, dated January 1, 1993, originally issued on February 4, 1993, which mature in the year 1995 and thereafter, bearing interest and CUSIP numbers as follows: in the aggregate principal amount of $4,245,000, and which are subject to extraordinary mandatory redemption on January 1, 1995, at the redemption price of the principal amount of each bond to be redeemed, together with interest accrued thereon to the date fixed for redemption; will be redeemed on January 1, 1995. Payment of the redemption price, plus accrued interest, of such bonds will be made on such January 1, 1995, redemption date, at the office of Barnett Banks Trust Company, N.A., Jacksonville, Florida, the paying agent for the bonds, upon surrender thereof. Interest on such bonds being redeemed will cease to accrue from and after such redemption date. Under the provisions of the Compliance Act of 1983 (the "Act"), bonds for redemption must submit a Identification Number) in order to required under the Act. Interest and Dividend Tax all holders submitting their W-9 (Certificate of Taxpayer avoid 31% backup withholding Dated and mailed this ____ day of , 1994. MONROE COUNTY, FLORIDA By: Mayor, Board of County Commissioners The escrow holder under the Escrow Deposit Agreement is hereby instructed and directed at least 30 days prior to such redemption date, but not more than 60 days, to file the above notice of redemption with Barnett Banks Trust Company, N.A., Jacksonville, Florida (the "Paying Agent") and to mail, or cause the Paying Agent to mail, the same by first class mail, postage prepaid, to all 3247/MON59011/EDAl 11 registered owners of Refunded Bonds to be redeemed, at their addresses as they appear on the registration books, and to Municipal Bond Investors Assurance Corporation, Armonk, New York. Furthermore, at least 2 business days in advance of mailing the notice of redemption as specified above, the escrow holder shall send, or cause the Paying Agent to send, such notice of redemption by certified mail, overnight mail/delivery service or telecopy to the securities depositories then in the business of holding substantial amounts of obligations of the type comprising the Refunded Bonds (such depositories currently The Depository Trust Company, New York, New Yorki Midwest Securities Trust Company, Chicago, Illinois; Pacific Securities Depository Trust Company, San Francisco, Californiai and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania) i and at least 30 days prior to the redemption date, mail, or cause the Paying Agent to mail, such notice of redemption to one or more national information services which disseminate notices of redemption of obligations such as the Refunded Bonds. 3247/MON59011/EDAl 12 Schedule D NOTICE OF ADVANCE REFUNDING MONROE COUNTY, FLORIDA CARD SOUND ROAD AND BRIDGE IMPROVEMENT REVENUE BONDS, SERIES 1993 NOTICE IS HEREBY GIVEN by Monroe County, Florida, that its outstanding Card Sound Road and Bridge Improvement Revenue Bonds, Series 1993, dated January 1, 1993, which mature on November 1 the years 1994 through 2007, inclusive (collectively, the "Refunded Bonds"), have been advance refunded. Additionally, the Refunded Bonds maturing on and after November 1, 1995, will be called for redemption on January 1, 1995, at the redemption price of par, together with the interest accrued thereon to such redemption date. Interest on such Refunded Bonds will cease to accrue from and after such redemption date. For the payment of the principal of and interest on the Refunded Bonds, there have been deposited in escrow with First Union National Bank of Florida, Jacksonville, Florida, direct obligations of the United States of America. The scheduled principal payments to be received from such obligations, together with interest income thereon, have been calculated to be adequate to pay the principal of and interest on the Refunded Bonds as such become due until January 1, 1995, and to pay the principal of and interest on the Refunded Bonds on such redemption date. Such deposit constitutes a "provision for payment" under the resolution authorizing the issuance of the Refunded Bonds, so that the pledge of the revenues securing payment of the Refunded Bonds under such resolution is no longer in effect. Dated this ____ day of , 1994. First Union National Bank of Florida, for and on behalf of Monroe County, Florida The escrow holder under the Escrow Deposit Agreement is hereby instructed and directed wi thin 30 days after defeasance of the Refunded Bonds, to mail the above notice of advance refunding by first class mail, postage prepaid, to all the registered owners of the Refunded Bonds, at their addresses as they appear on the registration books of the Issuer maintained by the Paying Agent. 3247/MON59011/EDAl 13