HomeMy WebLinkAbout34701 / 88-394 � �' FIRST WISCONSIN • MILWAUKEE Res. #sa4
MASTER REPURCHASE AGREEMENT
(PUBLIC SECURITIES ASSOCIATION PROTOTYPE)
Oatedasof �ecember �� 1987
Between:
First Wisconsin National Bank ot Milwaukee
and
� itj ef O�hkos�
7. Applitability
From time ro time the parties hereto may enter into trensactions in which one parry("Seller� agrees to
transfer to the other ("8uyer") securities or tinancial instruments ("Secunties") against the transFer of lunds
by Buyer,with a simultaneous agreement by Buyer to iransfer to Seller such Securities at a dale certan or on
demand,against the transter of funds by Sellec Each such Vansadion shall be refened to herein as a'Transactim"
and shall be governetl by this Agreement, including any supplemental terms or coMitwns contained in Mnex
I hereto, unless otherwise agreed in writing.
2. Definitions
(a) "ACt of Insolvency", with respect to any parry, (i) the commencement by such party as debta of arry
case or proceeding under any bankruptcy, insolvency, reorganization, IiquiAation,dissolution or similar Ww,a
such party seeking the appointment of a receiver, tmstee, custodian or similar otficial tor Sudi party a any
substantial part ot its property, or (ii) the commencement of any such case or proceeding against such party,
or another seeking such an appointment, or the filing against a party of an appliration for a proteCOVe decree
under the provisions ot the Securities Investor Protection ACI of 1970,which (A) is ConSented lo a rqt timely
contested by such parry, (B) results in the entry of an order for relief, such an appantrnent, tlie issuance of
such a protective decree or ihe entry of an order having a similar ettect,or(C)is not dismissed within 15 days,
(iii) the making by a party of a general assignment foi the benefit o1 creditors, or(iv) the admisaion in writirg
by a party of such party's inability to pay such party's debis as ihey become due;
(b) "Addiiional Purchased Securities", Securities provided by Seller to Buyer pursuant to Paragraph 4(a)
hereof;
(c) "Buyer's Margin Amount", wi;h re;pec: to any Transadion as of any Aate, the amount oblained by
application of a percentage (which may be equal to ihe percentage that is agreed to as the Se11eYS Margin
Amount under subparagraph (q) ot this Paragraph), agreed to by Buyer and Seller prior to enterirg into the
Transaction, ro the Repurohase Price for such Transadion as ot such date;
(d) "Confirmation", ihe meaning specified in Paragra0h 3�b) hereof;
(e) "Income",with respect[o any Securiry at any time, any principal thereof then payable and all interest,
dividends or ot�er tlisiributions thereon;
(() "Margin DeficiC', ihe meaning specified in Paragraph 4(a) hereof;
(g) "Margin Excess", the meaning specified in Paragraph 4(b) hereot
(h) "Market Vatue", with respect to any Securities as of any date, the price (or such Securities on such
date obtained from a generally recognized source agreetl to Dy the paAies or fhe most �ecent dosirg bid
quotation irom such a source, ptus accmed Income to ihe extent not included therein(other Man any Income
credited or transierred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereo� as of such
Gate (unless contrary to market practice for such Securities�;
(i) 'Price DiNerential", with respect to any Transaction hereunder as ot any date, the aggregate artaunt
obtained by daily appiication of the Pricing Rate for such Transaction to ihe Purchase Price forsuch Transaction. ,
on a 360 day per year basis for the actual number of days tluring the period commencing on(and indudirg)
the Purchase Date for such Transaction and ending on (but ezcluding) the date of determinaaon(re0uced by
any amount of such Price DiHerential previously paid by Seller to Buyer with respecl to such Transaction);
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Q) "Pncing Rate", the per annum percentage rate for determinaiion of the nce i erential;
' • (k) "Pnme Rate", Ihe prime rate of U.S. money center commercial banks as published in The Nhll Street
Joumal;
(I) "Purchase Date", the date on which Purchased Securities are transferred by Selier to Buyer,
(m) "Purchase Price", (i) on the Purchase Date, ihe price at which Purehased Secunties are transfeved
by Seller to Buyer, and (ii) thereafler, such price increased by ihe amount of any cash transFerred by Buyer to
Seller pursuant to Paragraph 4(b) hereof and decreased by [he amount of any cash transferted by Seller to
Buyer pursuant to Paragraph 4(a)hereof or applied to reduce Seller's obligations under clause(i;)of Paragraph
5 hereof;
(n) "Purchased Secunties", the Securities transterred by Seller to Buyer in a Transaclion hereunder, and
any Secunties substituted therefor in accordance with Paragraph 9 hereof. The term "Purchased Securities"
with rer,pect to any Transaction at any ome also shall inGude Additional Purchased Securilies delivered pursuant
to Paragraph 4(a) and shall exclude Securities remmed pursuant to Paragraph 4(b);
(o) "Repurchase Date", the date on which Seller is to repurchase the Purchased Securities hom Buyer,
including any date determined by application of the provisions ot Paregraphs 3(c)or 11 hereot
(p)"Repurchase Price",the price at which Purchasetl Securities are to be transferted from Buyer to Seller
upon tertnination of a Transadion, which will be determined in each case (Including Transactions tertninable
upon demand)as the sum of the Purchase Price and[he Price Differential as of the date ot such detertnination.
increased by any amount determinetl by ihe application o(the provisions of Paragraph 11 hereof;
(q) "Seller's Margin AmounY', wiN respect to any Transaction as ot any date, the amount ootained by
application of a percentage (which may be equal to the percentage that is agreed to as the Buyer's Margin
Amount under subparagraph (c) of this Paragraph), agreetl to by Buyer and Seller prior to entering into the
Transacti0n, to[he Repurchase Price for such Transaction as of such date.
3. Initiation; Confirmation; Termination
(a) M aqreement to enter into a Transaction may be matle orally or in writing at the initiation of either
Buyer or Sellec On the Purchase Date for ihe Transaction, the Purchasetl Secmities shall be transferred to
Buyer or its agent against the transfer of the Purchase Price to an account of Seller.
(b) Upon agreeing to emer into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed,
shall promptly deliver to the other party a wrinen confirmation of each Transaction (a "Confirmation"). The
Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and
Seller and set forth (i) [he Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless ihe
Bansaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the
Transaction,and(v)any additional terms or conditions of the Trensaction not inconsistent with ihis Agreement.
The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed
between Buyer and Selle�with respect to the Transaction to which the Confirmation relates,unless with respecl
to the Contirmation specific objection is made Dromptly aher receipt thereof.In the event of any conflict between
the terms of such Confirmation and ihis Agreement, this Agreement shall prevail.
(c) In the case of Transactions terminable upon demand, such demand shall be matle by Buyer or Seller,
no later ihan such time as is customary in acwrdance with market prectice, by telephone or otherwise on or
prior to ihe business day on which such termination will be efledive. On ihe date specifietl in such demand,
or on the date fixed for termination in the case of Transactions having a fized tertn,termination of ihe Bansaclion
will De effecled by iransfer to Seller or its agent of the Purchasetl Securities antl any Income in respect thereof
received by Buyer(and not previously cretlited ortransferred to,or applied to Me obligations of,Seller pursuant
to Paragraph 5 hereof) against ihe Iransfer of the ReDurchase Price to an account o1 Buyer.
4. Margin Maintenance
(a) If at any time ihe agg�egate Market Value ot all Purchased Securities subject to all Tranuctions in
which a paNicular party hereto is acting as Buyer is less ihan the aggregate Buyer's Margin Amount for all
such Transaclions(a"Margin Deficif],ihen Buyer may by notice to Seller require Seller in such Transactions,
at Seller's option, to transter to Buyer cash or additional Securities reasonably acceptable
to Buyer("AtlAitional Purchased Securities"), so that the cash and aggregate Market Value ot the Purchased
Securities,inclutling any such Additional Wrchasetl Securities,will thereupon equal or ezceed such aggregate
Buyers Margin Amount (decreased by Ihe amount ot any Maroin Deficit as oF such date ansing from any
Transactions in which suc� Buyer is acting as Seller).
(b) fl at any time the aggregate Market Value ot all Wrchased Secunties subject to all Ransactions in
which a particular parry hereto is acting as Seller exceeds the aggregate Seller's Margin Amount for all such
Transaclions at such time (a "Margin Ezcess"�, then Seller may by notice lo Buyer require Buyer in such
Transactions,at Buyer's option,to transfer cas�or Pmchased Securities to Seller,so that the aggregate Market
Value of the Purchased Securities,atter tleduction of any such cash or any Purchased Secunties so transferted,
will thereupon not exceea such aggregate Seller's Margin Amoum (inc�eased by the artrount of any Margin
ExcesS as ot such date arising from any Transactions in which such Seller is ac[ing as Buyer).
(c) Any cash transferred pursuant to ihis Paragraph shall be attributed to such Transactions as shall be
agreed upon by Buyer and Seller
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RES. #394
_ (d) Seller arW Buyer may agree, with respecl to any or all Transactions hereunder, that the respective
nghts of Buyer or Seller (or poM) under subparagraphs (a) and (b) ot ihis Paragraph may be exercised only
where a Margin Defictl or Margin Excess exceeds a specifietl tloliar amount or a specified percentage of the
Repurchase Pnces for such Transaclions(which amount or percentage shall be agreed to by Buyer and Selle�
pnor to entenrg into any such Transactions).
(e) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respeclive
rights of 8uyer and Seller undar subparagraphs (a) and (b) ot this Paregraph to require the elimination ot a
Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Defictit or
Margin Excess exists with respect to any single Transaction hereunder(calculated without regard to any other
Trensaction outstanding under Mis Agreement).
5. Income Payments
Where a particula�Transaction's tertn eutends over an Income payment date on ihe Secunties subject to
Nat Transaclion, Buyer shall, as the parties may agree with �espect to such Transaclion (or, in the absence of
any agreement, as 8uyer shall reasonably detertnine in its discretion�, on the date suc� Income is payable
either(i) transfer to or credit to Me accoum of Seller an amount equal to such Income payment or payments
wilh respect to any Purchased Secunties subject to such Transaction or (ii) apply the Income payment or
payments to reduce the amount to be trensferred to 8uyer by Seller upon termination ol ihe Transaclion. Buyer
shall not be obligated to take any action pursuant to ihe preceding sentence to the extent that such action
would resutt in the creation of a Margin Deficit,unless pnor ihe�eto or simultaneously therewith Seller transfers
to Buyer cash or Additional Purchased Securities suHicient to eliminate such Margin Deficit.
6. Securily Interest
Atthough the parties intend that all lransactions hereunder be sales and purchases and not loans, in the
event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as
security for the peAOrtnance by Seller of its obligations under each such Trensaction, and shall be deemed to
�ave granteU to Buyer a securiry interest in, all of the Purchased Secunties with �espect to all Trensactions
hereunder and all proceeds Mereof.
7. Payment and Trensfer
Unless otherwise mutually aqreed,all transfers of funds hereunder shall be in immediately available funds.
All Securities iransfened by one parry hereto to the other party(i)shall be in suitable form for transfer or shall
be axompanietl by duly executed instruments of transfer or assignment in blank and such oMer documentadon
as the parry receiving possession may reasonably request, (ii) shall be transterred on the book-entry system
ot a Federal Reserve Bank, or(iii)shall be transferred by any other method mutually acceptable to Seller and
Buyec As used herein with respect to Securities, "trensfer" is intended to have the same meaning as when
used in Section 8313 of the New York Uniform Commercial Code or,where applicable,in any federal regulation
goveming transfers of fhe Securities.
8. Segregation of Purchased Securities
To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be
segregated from otlier sepiriees in its possession antl shall be identifed as subject to ihis AgreemeM.SegregaGOn
may be accomplished by appropriate identification on the books and records ot the holder,inGuding a tinanCial
intertnediary w a Geanrg corporation.Ttle to all Purchased Secuntles shall pass to Buyer and, unless othenvise
agreed by Buyer and Seller, nothing in ihis Agreement shali preclude Buyer irom engaging in repurchase
Iransactions with the Purchased Securities or otherwise pledging or hypothecatinq ihe Purchased Secunties,
but no such iransaction shall relieve Buyer of its obligations to transier Purchased Secunties to Seller pursuant
to Paragraphs 3, 4 or 11 hereof, or ot Buyer's obligation to credit or pay Income to, or apply Income to ihe
obliga[ions of, Seller pursuant to Paragraph 5 hereot.
Required Disclosure for Transactians in Which the Seller Hetains Custody
of the Purchased Securities
Seller is no[permitted to substi[ute other secunties for ihose subject to Ihis Agreement and
therefore musl keep Buyer's securities segregated at all times, unless in ihis Agreement Buyer
grants Seller ihe right to substitute other securities. tl Buyer grants the right to substiNre, Ihis
means that Buyer's securi�ies will likely be commingled with Seiler's own securities during the
irading day. Buyer is advised ihat, during any Irading daytha�Buyer's securities are comminqled
with Seller's securities, ihey may be subject to liens granted by Seller to ihird parties and may
be used by Seller for deliveries on other securities iransactions. Whenever the securities are
commingled, Seller's ability to resegregate substitute sewrities for Buyer will be subject to Seller's
ability to satisfy any lien or to ob[ain substiNte securities.
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, 9. SubstNUtlon Res. #394
(a) Seller may, subject to agreement with and acceptance by Buyer, su6stiwte other Securities for any
Purchased Secunties. Such subs�itution shall be made by transfer �o Buyer of such other Securities and
transfer to Seller of such Pumhased Securities. Aker substitutioq Ihe substituted Securities shall be deemed
to be Purchased Secunties.
(b) In Transactions in which the Seller re�ains custotly ol Purchased Sewrities, ihe parties expressly
agree that Buyer shall be deemed, tor purposes of subparagraph (a) of this Paragraph, to have agreed to and
accepted in this Agreement subs[itNion by Seller of other Securities for Purchasetl Securi�ies; provided,
lqweveC �ha� such other Securi[ies shall have a Market Value at least equal to ihe Market Value of Ihe
Purchased Securities for which ihey are substituted.
10. Representations
Each o(Buyer and Seller represents and warranis to the other that(i) it is duly authorized to execute and
deliver this Agreement, to enter into the Transactions contemplatetl hereurder and to peAOrm its obligations
hereunder and has taken all necessary action to authorize such eaecution, delivery and performance, (ii) it
will ergage in such Transactions as principal (or, if agreed in writing in advance of any Trensaction by the other
party hereto, as agent for a disclosed principal), (iii) the person signing ihis Agreement on its behalf is duly
aWMrized N do so on ds behaM(or on behalf of any such disclosed p�incipal), (iv)it has obtained all authonzations
of any govemmental body required in connection with this Agreement antl the Transactions hereunder and
sidi autlnrizalions are in tull torce and eflect and (v) the execution,delivery and performance of this Agreement
and Me Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or
any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any
Trensaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it.
11. Evenffi ot Detault
In the event that (i) Seller fails to repurchase or Buyer tails to transfer Purchased Securities upon ihe
applicable Repurchase Date,(ii)Seller or Buyer fails,atter one business day'S notice,ro comply with Paragraph
4 hereof, (iii) Buyer fails to compty with Paragraph 5 hereot, (iv) an Act of Insolvency occurs with respect to
Seller w Buyer, (v) any represen[ation matle by Seller or Buyer shall have been incorrect or untrue in any
material respect when made or repea�etl or deemed to have been made or repeated, or (vi) Seller or Buyer
shall admit to ihe other its inabiliry to, or its intention not[o, perform any of its obligations hereunder(each an
"Event of Defaufl"):
(a)Atthe option of ihe nondefaulting paAy,exercised by written notice to the defaulting party(which option
shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an
Act of Insdvency), the Repurchase Date for each Transaction hereunder shall be deemed immediately to
occur.
(b) In all Transactions in which the defaulting party is acting as Seiler, if the nondefaWting parry exercises
or is dcemeC to have exercised the option referretl to in subparagreph (a) ot this Paragreph, (i) the detaulting
party's obligations he�eunder to repurchase all Purchased Securities in such Transactions shall ihereupon
become immedia[ely tlue and payable, (ii) ro the extent permitted by appiicable law, the Repurchase Price
with respecl to each such Transaction shall be increased by the aggregate amount obtaineG by tlaily application
of (x) the greater of the Piicinq Rate tor such �iransaction or the Prime Rate to (y) the Repumhase Price for
such Transaction as oi the Repurchase Date as determined pursuant to subparagraph (a) oi this Paragraph
(Aecreased as of any day by (A) any amounts retained by the nondefaulting parry with respect to such
Repurchase Pnce pursuant to clause (iii) of ihis subparagraph, (B) any proceeds irom the sale of Purchased
Secunties pursuant to subparagraph (tl)jij of ihis ?aragraph, ard (G) any amounts credited to Ihe account ot
ihe defaul0rg party pursuant to subparagraph (e)of this Paragraph)on a 360 day per year basis for ihe actual
number oi tlays tlunng[he pedod irom and mduding ihe date of ihe Event of Detault grving rise to such option
to bW ezduding the date oF paymen�of ihe Repurchase Price as so increased, (iii) all Income paid afler such
exercise w deemeG exercise shall be retained by the nondetaul�ing parry and applied to the aggregate unpaid
Repurcha5e Pnces owed by ihe deFaulting party, and (iv) the tlefauHing party shall immetliately deliver to Ihe
rpndefaul�rgpartyanyPurchasedSecuritiessubjecitosuchTransactioretheninthedetaultingparty'spossession. -
(c) In all Transactions in which the defaulting party is acting as Buyer, upon tender by Ihe nondefaWting
parry of payment of the aggregate Repurchase Prices for a0 such Transactions, the tlefaWting party's right,
Clle and interest in all Purchased Securities subject ro such Transactions shall be deemed transferred to ihe
rantlefautting parry, and the defaulting party shall deliver ail such Purchased Secu�ities to the nontletaufling
PaNY.
(d) Afler one business day's notice to the defaulting party (which notice need not be given if an Ad of
InsoNency shall have occurretl, antl which may be ihe notice given untler subparagraph (a)of[his Paragraph
a the ra6ce referred to in clause (ii) oi the tirst sentence of this Paragreph�, the nondefaWting party may:
(i) as to Transaclions in which the defaulting party is acting as Seller, (A) immediately sell, in a
reoognized market at such price or prices as ihe nontlefautting parry may reasonably deem satislactory,
any or all Purchased Securities subject to such Transactions and apply the pmcaeds thereoi to the
aggregate unpaid Repurchase Prices and any other amounts owing by the defautting party hereunder
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Res. #394
or (B) in its sole disc�etion elect, in�ieu of selling all or a ponion of such Purchased Securities, to give Ihe
defauiting parry credit for such Purchasetl Securities in an amount equal to ihe price t�erefor on such
date, obtained irom a generelly recognized source or the most recent closing bid quotation irom such a
source, against the aggregate unpaitl Repurchase Pnces antl any other amounts owing by the defaulting
party hereunder, antl
(ii) as to Trensactions in which the defaWting party is acting as Buyer, (A) purchase secunties
("Replacement Securities") of the same class antl amount as any Purchasetl Securities that are not
deliveretl by the defaWting party to the nontletaulting pany as required hereunder or (B) in its sole
tliscretion elect, in lieu ot purchasing Replacement Secunties, to be deemed to have purchased fieplacemem
Securities at the price therefor on such date, obtained from a generally recognized source or the most
recent closing bid quotation from such a source.
(e) As to Transactions in which the defaulting party is acting as Buyer, ihe defaulting party shall be liable
to the nondefaNting party(i)with respect to Purchased Securities(other than Additional Purchased Securities),
br any excess of the price paid (or aeemetl paid) by the nondefaW[inq parry tor Replacement Securities
therefo�over the Repurohase Price for such Purchased Sewrities and(ii)with respect to Additional Purchased
Securiues, for the price paid (or deemed paid) by the nondetaulting parry for the Replacement Securities
iherefoc In aAtlitioq the tlefaWting party shall be liable to the nondefaW[ing party for interest on such remaining
liabiliry with respect to each such purchase (or deemed purchase) of Replacement Sewrities from the da[e
ot such purchase(or deemed purchase) until paid in full by Buyec Such interest shall be at a rate equal to the
greater of[he Pricing Rate�or such T�ansaction or the Prime Rate.
(f) Por purposes ot ihis Paragraph 1 t, [he Repumhase Price for each Transaction hereuntler in respect
of which the defaulting party is ac[ing as Buyer shall not increase above ihe amount of such Repurchase Price
for such Transaction determined as of[he date of the exercise or deemed exercise by the nondefaulting party
ot its option under subparagraph (a) of this Paragraph.
(g) The detaulting parry shall be liable to the nondefaulting party tor the amount of all reasonable legal or
other expenses incurred by the nondefaulting party in conneclion with or as a consequence of an Event ot
DefaWt, together with interest ihereon at a rate equal �o Ihe greatei of Ihe Pricing Rate for the relevant
Transaction or the Prime Rate.
(h) The nondefaulting party shall have, in atldi[ion �o its righis hereunder, any rights otherwise availa6ie
to it under any other agreement or applicable law.
72. Single Agreement
Buye� and Seller acknowledge ihat, and have entered hereinto and will enter into each Transaction
hereuntlei in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single
business and contractual relationship and have been made in consideration of each othec Accordingly, each
of 8uyer and Seller agrees (i) to pertorm all of its obligations in respec[ ot each T�ansaction hereunder, and
tha[ a defaWt in Ihe pedormance of any such obligations shall constitute a defaWt by it in respect of all
Transactions hereundeC (ii) that each of ihem shall be eNitled to set ofl claims and apply property heltl by
[hem in respect of any Transaction against obligations owing to them in respect of any other TranSactions
hereunder and (iii) that payments, deliveries and othe� transfers matle by either ot them in respect of any
Transaction shall be deemed to have been made in consitleration oi payments, deliveries and other transters
in respect ot any other 4ansactions hereunder, antl the obligations to make any such payments, deliveries
and other transiers may be applied against each other and netted.
13. Notices and Other Communications
Unless another address is specitied in writing by the respective party to whom any notice or other com-
munication is to be given hereunder, all such notices or communications shall be in writing or confirmed in
writing and delivered at the respective addresses set forth in Annez II attached hereto.
14. Entire Agreement; Severability
This Agreement shall supersede any existing agreements between the parties containing general [erms
and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate
and indepentlent from any other provision or agreement herein and shall be entorceable noM1vithstanding ihe
unentorceability of any such o�her provision or agreement.
15. Non-assignability; Termination
The rights and obligations of the parties under this Agreemenl and under any Transaction shall not be
assigned by either party without the prior written consent of the other party. Subject to the foregoing, this
Agreement and any Transactions shall be binding upon and shall inure to Ihe benetit of the parties and iheir
respective successors and assigns. This Agreement may be cancelled by either party upon giving written
notice to Ihe otheC excep� �ha� �his Agreement shall, no�wi�hs�anding such notice, remain applicable to any
Bansactions Ihen outstanding.
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� 76. Goveming Law RES. #394
� This Agreemen�shall be govemed by the laws oi the State of New York without giving ettect to the conllict
of law principles thereof.
17. No Weivers, Etc.
No express or implied waiver of any Event of Detault by either parry shall constitute a waiver o1 any other
Event of DetauN and no eaercise ot any remedy hereunder by any party shall constitute a waiver of its ngh�
to exercise any other remedy hereundec No modification or waiver of any provision of this Agreement and no
consent by any party to a departure herefrom shall be effective unless and un[il such shall be in wnting and
duly executed by both of the parties hereto. Without limitation on any of the toregoing, the faiWre to give a
notice pursuant to subparagraphs 4(a) or 4(b) hereoi will not constitute a waiver of any right to do so al a later
tlate.
18. Ux of Employee Plan Assets
(a) If assets of an employee benefit plan subject to any provision of the Employee Retirement Income
Securiry Acl of 1974("ERISA")are intended to be used by either parry hereto(the"Plan Party')in a Transaction,
the Plan Parry shall so notiy the other pary pnor to the Transaction. The Plan Party shall represent in wnting
to the other party that the 7ransaction does not constitute a prohibitetl transaction unde�ERISA or is othenvise
eaempt ihereirom,and the other pany may proceed in reliance thereon but shall not be required so to prceeed.
(b)Subjed to the last sentence of subparagraph(a)of this Paragraph, any such Transadion shall proceed
only if Seller fumishes or has fumishetl to Buye� its most recent available audited statement ot its financial
condition and its most recent subsequent unaudited statement of its financial condition.
(c) By emenng into a Transaaion pursuant to this Paragraph, Seller shall be deemed (i) to represent to
Buyer that since the date of Seller'S latest such financial statements, there has been no matenal ativerse
change in Seller's financial condition which Seller has not disclosed to Buyer,and(ii)to agree to provide Buyer
with future audited and unaudited statements of its financial condition as they are issued, so long as it is a
Seller in any outstantling Transaction involving a Plan Party.
79. Intent
(a) The parties recognize that each Transaction is a "repurchase agreemenP' as that term is defined in
Section 101 of Title 17 of the Unitetl States Code, as amentled(except insofar as the rype of Securities subjec!
to such Transaction or the term of such Transaction would rentler such definition inapplicable),antl a"securities
contracP' as tha[term is tlefined in Section 747 of Title 71 of the United States Code, as amended.
(b) tt is understood that eaher pary's nght to liquidate Securities delivered to N in connection wRh Transacupns
hereunder or to exercise any other remedies pursuant to Paragraph 71 hereof,is a contractual right to liquidate
such Transaclion as described in Sec[ions 555 antl 559 of Title 11 of the Unitetl States Code, as amendetl.
20. Diselosure Relating to Cenain Federal Protections
The patlies acknowietlge that they have been advised that
(a) in ihe case of Transactions in which one of the parties is a broker or tlealer registered wdh the
Securities antl Ezchange Commission("SEC") under Section 15 of ihe Securities Exchange Act of 1934
("7934 Acf'�, the Securities Investor Pm[eclion Corporation has taken the posi[ion that the provisions of
the Securities Investor Protection Act ot 79�0 ("SIPA") tlo not protect the other party with respect to any
Transaction hereunder,
(b) in the case ot Transac[ions in which one of the parties is a government securi[ies Droker or a
govemmem securities dealer registered with the SEC untler Section 15C of the 7934 Act, SIPA will not
provide protection to the other party with respecl to any Transaction hereunder, and
(c) in the case of Transactions in which one of the parties is a tinantlal institufioq tunds held by the
financial institution pursuant to a Transaction hereuntler are not a tleposit and therefore are not insured
by the Fetlerel Deposit Insurance Corporation, ihe Fetleral Savings and Loan Insurance Corporation or
ihe National Credit Union Share Insurance Fund, as applicable.
[Name of Party� First Wisconsin National Bank [Name of ParryJ C 1 ty o f 0 s h k o 5 h
oi Milwaukee
By gy
Tme VICE PRESIDE� 7it�e
Date 5 Date
6
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Res. #394
ANNEXI
Supplemental Terms and Condi�lona
I
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7
, � RES. #394
ANNEX II
Names and Addresses tor Communications Between Parties
Notices to:
First Wisconsin National Bank ot Milwaukee
Attn.: Investment Division
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
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8
January 7 , 198& 8 394 RESOLUTION
(CARRIED ______LOST ______ LAID OVER ______ WITHDAAWN _______)
PURPOSE: APPROVE MASTER REPURCHASE AGREEMENTS
INITIATED BY : CITY ADMINISTRATION
WHEREAS, the Government Securities Act of 1986 requires banks
to enter into new written agreements for all repurchase transactions
between a❑ entity and the bank ; and
WHEREAS, the City of Oshkosh desires to continue its repurchase
agreements with the several banks with whom it previously did
business ,
NOW� THEREFORE, BE IT RESOLVED by the City of Oshkosh that the
attached Master Aepurchase Agreement with First Wisconsin National
Bank of Milwaukee is approved antl the proper City officials are
authorized and directed to execute the agreement .
BE IT FURTHER RESOLVED that the proper City officials are
authorized antl directed to execute similar appropriate agreements to
continue repurchase services with First Wisco�sin National Bank of
Oshkosh , Marine Hank Oshkosh, N.A., M & I Western State Bank and
Valley Bank of Oshkosh .
SUBMITTED HY
APPROPED �
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