IRREVOCABLE LETTER OF CREDIT
_________________________________
Letter of Credit No . Issue Date Stated Expiration Date Maximum Amount
_______ _______ , ____ , _______ , ____ , $ _______
_______
Attention: _______
_______
_______
Ladies and Gentlemen:
1) At the request and on the instructions of our customer, _______ , a not-for-profit
corporation (the "Company"), we hereby establish this Irrevocable Letter of Credit (the
"Letter of Credit") in the amount not to exceed $ _______ (the "Initial Stated Amount";
and, as the same may from time to time be reduced and thereafter reinstated as
hereinafter provided, the "Available Amount"), consisting of (i) an aggregate amount
not exceeding $ _______ (as reduced and thereafter reinstated from time to time as
hereinafter provided, the "Principal Component"), which may be drawn upon with
respect to payment of the unpaid principal amount of or portion of, the purchase price
corresponding to the principal of, the Bonds (as defined below), as certified to us and
(ii) an aggregate amount not exceeding $ _______ (as reduced and thereafter reinstated
from time to time as hereinafter provided, the "Interest Component"), which may be
drawn upon with respect to the payment of interest on the Bonds or portion of the
purchase price representing accrued interest on the Bonds, as certified to us, in your
favor, as Trustee under that certain Trust Indenture dated as of _______ ___ , _____
(the "Indenture"), by and between you, as Trustee, and _______ Corporation (the
"Issuer") pursuant to which the Issuer has issued $ _______ in aggregate principal
amount of its Variable Rate Demand Revenue Bonds ( _______ ), Series ____ (the
"Bonds"). This Letter of Credit is effective immediately and expires on the Expiration
Date (as defined below).
2) Funds under this Letter of Credit will be made available to you 'against receipt by us
of a sight draft in the form of Annex H and your certificate or certificates presented for
payment on a Business Day (as hereinafter defined) in the form of either Annex A,
Annex B or Annex C attached hereto, each appropriately completed and signed by a
person purporting to be an Authorized Officer (as hereinafter defined) (hereinafter any
such sight draft and certificate may be referred to as a "Drawing Certificate").
3) Presentation of any such Drawing Certificate shall be made at our office located at
_______ , _______ , Attn: Letter of Credit Department, _______ , _______ , _______
_______ , or at any other office which may be designated by us. Demand or payment
hereunder may also be made in the form of facsimile transmission of the appropriate
Drawing Certificate hereunder to the address and telecopy number _______ . You must
notify us by telephone prior to any demand for payment made in the form of a
facsimile transmission at the following telephone number: _______ and confirm our
receipt of each telecopied Drawing Certificate by telephone at either of the above
telephone numbers; provided that the giving of either or both of such telephonic
notices shall not be a condition to our obligation to make payment hereunder.
4) Demands for payments hereunder shall not (i) in the aggregate exceed the Available
Amount as it may be reduced and reinstated from time to time, (ii) with respect to
drawings certified by you to be for the payment of principal or the portion of purchase
price representing principal, exceed the Principal Component, as it may be reduced
and reinstated from time to time, and (iii) with respect to drawings certified by you to
be for the payment of interest, exceed the Interest Component, as it may be reduced
and reinstated from time to time.
5) Except as otherwise specifically provided in paragraph 6 with respect to any demand
for payment denominated in a Drawing Certificate as a "Scheduled Payment
Drawing," or an "Optional Redemption Drawing," in paragraph 7 with respect to any
demand for a payment denominated in a Drawing Certificate as a "Company Directed
Drawing" or an "Optional Tender Drawing," in paragraph 8 with respect to any
demand for payment denominated in a Drawing Certificate as a "Conversion
Drawing," in paragraph 9 with respect to any demand for payment denominated in a
Drawing Certificate as a "Determination of Taxability Drawing," in paragraph 10 with
respect to any demand for payment denominated in a Drawing Certificate as an
"Expiration Drawing," a "Substitution Drawing" or a "Default Drawing" or in
paragraph 12 with respect to any "Notice of Use of Available Moneys," the Interest
Component shall be automatically reinstated and not reduced by the amount of any
drawing hereunder.
6) Each demand for payment denominated in a Drawing Certificate as a "Scheduled
Payment Drawing" or "Optional Redemption Drawing" in the form of Annex A shall
as of the date of our honoring of such Drawing Certificate (i) permanently reduce pro
tanto the Principal Component by the amount of the drawing to be used for the
payment of principal of the relevant Bonds as specified in such Drawing Certificate,
and (ii) with respect to an Optional Redemption Drawing, permanently reduce pro
tanto the Interest Component by an amount equal to 50-days' interest on the principal
amount of the relevant Bonds repaid as specified in such Drawing Certificate at an
assumed rate of 12.0% per annum (computed on the basis of actual number of days
elapsed over a year of 365 days).
7) Each demand for payment denominated in a Drawing Certificate as a "Company
Directed Drawing" or "Optional Tender Drawing" in the form of Annex B shall as of
the date of our honoring of such Drawing Certificate (i) reduce pro tanto the Principal
Component (subject to reinstatement as hereinafter provided) by the amount of the
drawing representing the principal portion of the purchase price of the relevant Bonds
all as specified in such Drawing Certificate, and (ii) reduce pro tanto the Interest
Component (subject to reinstatement as hereinafter provided) by an amount equal to
50-days' interest on the portion of the drawing representing the principal portion of the
purchase price of the relevant Bonds all as specified in such Drawing Certificate at an
assumed rate of 12.0% per annum (computed on the basis of actual number of days
elapsed over a year of 365 days).
8) Each demand for payment denominated in a Drawing Certificate as a "Conversion
Drawing" in the form of Annex B shall as of the date of our honoring result in the
following: (i) the principal component shall reduce to zero and shall be terminated,
and (ii) the Interest Component shall reduce to zero and shall be terminated.
9) Each demand for payment denominated in a Drawing Certificate as a "Determination
of Taxability Drawing" in the form of Annex C shall as of the date of our honoring of
such Drawing Certificate (i) permanently reduce the Principal Component by the
amount of the drawing to be used for the payment of principal of Bonds as specified in
such Drawing Certificate and (ii) permanently reduce the Interest Component by an
amount equal to 50-days' interest on the amount of the drawing used to pay such
principal amount of such Bonds as specified in such Drawing Certificate at an
assumed rate of 12% per annum. (computed on the basis of actual number days
elapsed over a year of 365 days).
10) Each demand for payment denominated in a Drawing Certificate as an "Expiration
Drawing," "Substitution Drawing" or "Default Drawing" in the form of Annex C shall
as of the date of honoring such Drawing Certificate (i) permanently reduce to zero
and terminate the Principal Component and (ii) permanently reduce to zero and
terminate the Interest Component.
11) Intentionally left blank.
12) In addition to the foregoing, upon receipt by us of (a) any Drawing Certificate setting
forth the application of any "Available Moneys" (as defined in the Indenture) or (b)
your certificate in the form of Annex D hereto relating to "Available Moneys" and
signed by an Authorized Officer (i) the Principal Component shall be reduced
(subject to reinstatement as hereinafter provided) p Canto by the amount of any such
"Available Moneys" (other than Available Moneys arising from a draw under this
Letter of Credit) specified in such certificate or any other type of drawing hereunder
as being used to pay principal on any scheduled principal payment date or in
connection with any prepayment or redemption of principal or payment of the portion
of any purchase price representing principal of the Bonds and (ii) the Interest
Component shall be reduced (subject to reinstatement as hereinafter provided) Pr
Canto by the portion of the Interest Component corresponding to such Principal
Component so reduced (computed at an assumed rate of 12.0% per annum, computed
on the basis of actual number of days elapsed over a year of 365 days).
13) In the event of (i) a subsequent remarketing or sale of Bonds purchased with the
proceeds paid by us pursuant to a Drawing Certificate denominated as a "Company
Directed Drawing" or "Optional Tender Drawing" in the form of Annex B and a
release of the Bonds from the pledge made in the Reimbursement Agreement, dated as
of _______ ____ , by and between the Company and us (the "Reimbursement
Agreement") in accordance with the provisions of Section 3.08 of the Indenture or (ii)
a subsequent remarketing of Bonds purchased with "Available Moneys" (other than
Available Moneys arising from a draw under this Letter of Credit) as described in any
Drawing Certificate or in a certificate in the form of Annex D delivered to us, then the
Principal Component shall be reinstated automatically upon such remarketing of the
Bonds by an amount equal to the principal amount of the Bonds so remarketed and the
Interest Component shall be reinstated automatically by the-portion of the Interest
Component corresponding to such Principal Component so reinstated (but not
exceeding an amount equal to 50-days' interest on the total Principal Component as
reinstated computed at an assumed rate of 12.0% per annum, computed on the basis of
actual number of days elapsed over a year of 365 days).
14) In the case of presentation of a Drawing Certificate hereunder in respect of a
Scheduled Payment Drawing, an Optional Redemption Drawing, a Company Directed
Drawing or a Determination of Taxability Drawing (any such drawing hereunder being
hereinafter sometimes referred to as a "Scheduled Drawing"), if such Drawing
Certificate is presented hereunder by sight or by facsimile transmission as permitted
hereunder, by 4:00 p.m., _______ time, on a Business Day, and provided that such
Drawing Certificate and the documents and other items presented in connection
therewith, if any, strictly conform to the terms and conditions hereof, payment shall be
made to you, or to your designee, of the amount specified, in immediately available
funds, not later than 1:30 p.m., _______ time, on the immediately succeeding Business
Day or on such later Business Day as you may specify. If a Drawing Certificate in
respect of a Scheduled Drawing is presented by you hereunder after the time specified
in the immediately preceding sentence, on a Business Day, and provided that such
Drawing Certificate and the documents and other items presented in connection
therewith, if any, strictly conform to the terms and conditions hereof payment shall be
made to you, or to your designee, of the amount specified, in immediately available
funds, not later than 1:30 p.m., _______ time, on the second Business Day thereafter
or on such later Business Day as you may specify. In the case of presentation of a
Drawing Certificate for drawing hereunder in respect of a Conversion Drawing, a
Substitution Drawing, an Optional Tender Drawing, an Expiration Drawing or a
Default Drawing (any such drawing hereunder being hereinafter sometimes referred to
as an "Unscheduled Drawing"), if such Drawing Certificate is presented hereunder by
sight or by facsimile transmission as permitted hereunder, by 10:00 a.m., _______
time, on a Business Day, and provided that such Drawing Certificate and the
documents and other items presented in connection therewith strictly conform to the
terms and conditions hereof, payment shall be made to you, or to your designee, of the
amount specified, in immediately available funds, not later than 1:30 p.m., _______
time, on the same day or on such later Business Day as you may specify. If a Drawing
Certificate in respect of an Unscheduled Drawing is presented by you hereunder after
the time specified in the immediately preceding sentence, on a Business Day, and
provided that such Drawing Certificate and the documents and other items presented
in connection therewith strictly conform to the terms and conditions hereof payments
shall be made to you, or to your designee, of the amount specified, in immediately
available funds, not later than 1:30 p.m., _______ time, on the next Business Day
thereafter or on such later Business Day as you may specify. If requested by you,
payment under this Letter of Credit will be made by deposit of immediately available
funds into an account that you or your designee maintains with us and designate in the
applicable Drawing Certificate. If a demand for payment made by you hereunder does
not, in any instance, strictly conform to the terms and conditions of this Letter of
Credit, we shall give prompt notice that the demand for payment was not effected in
accordance with the terms and conditions of this Letter of Credit, stating the reasons
therefor and that we will upon your instructions hold any documents at your disposal
or return the same to you. Upon being notified that the demand for payment was not
effected in conformity with this Letter of Credit, you may attempt to correct any such
non-conforming demand for payment to the extent that you are entitled to do so and
within the validity of this Letter of Credit.
15) Any drawing under this Letter of Credit will be paid solely from our general funds
and not directly or indirectly from funds or collateral deposited with or for our account
by the Company, or pledged with or for our account by the Company.
16) Only you or your successor, as Trustee, may make a drawing under this Letter of
Credit. Upon any payment to you, to your designee or to your or your designee's
account, of the amount demanded hereunder, we shall be fully discharged on our
obligation under this Letter of Credit with respect to such demand for payment. By
paying to you an amount demanded in accordance herewith, we make no
representation as to the correctness of the amount demanded.
17) Upon the earliest of the following to occur (the "Expiration Date"): (A) the making
by you and the honoring by us of the final drawing available to be made hereunder;
(B) our receipt of a written notice signed by your Authorized Officer stating that the
Trustee has accepted a Substitute Letter of Credit, as defied in the Indenture; (C) our
receipt of a certificate signed by your Authorized Officer stating no Bonds remain
outstanding; (D) the Stated Expiration Date hereof or any extension thereof as set
forth in a Notice of Extension in the form of Annex E attached hereto; (E) unless
otherwise agreed in writing by us in the form of Annex G and only upon the
effectiveness of the amendment to this Letter of Credit referred to in such notice, the
close of business on the 15th day following the effective date of the adjustment of the
interest rate on the Bonds to a fixed rate, all as specified in a written notice to us from
you; or (F) presentation of a Drawing Certificate denominated as a "Default
Drawing," an "Expiration Drawing" or a "Substitution Drawing" in the form of
Annex C being made and honored hereunder, this Letter of Credit shall automatically
terminate and be delivered to us for cancellation. To the extent this Letter of Credit
requires draws within particular periods of time, failure to make such draws during
such periods shall not cause this Letter of Credit to expire or funds hereunder to be
unavailable.
18) This Letter of Credit is transferable in its entirety to any transferee whom you certify
to us has succeeded you as Trustee under the Indenture. This Letter of Credit may be
successively transferred. Transfer of the Available Amount to such transferee shall be
effected upon the presentation to us of this Letter of Credit accompanied by a
certificate in the form of Annex F. Upon such presentation we shall transfer the same
to your transferee or, if so requested by your transferee, issue a letter of credit to your
transferee with provisions consistent with, and substantially the same as, this Letter of
Credit.
19) As used herein (a) "Authorized Officer" means any of your Senior Vice Presidents,
Vice Presidents, Assistant Vice Presidents or Trust Officers and (b) "Business Day"
means any day, other than a Saturday or Sunday or other day on which we in
________ , _____________ are authorized or required by law or executive order to
close.
20) Except as set forth in the next paragraph and the certificates referred to herein, this
Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document,
instrument or agreement referred to herein (including, without limitation, the
Indenture or the Bonds); and any such reference shall not be deemed to incorporate
herein by reference any document, instrument or agreement except as set forth in the
next paragraph and for the certificates referred to herein.
21) This Letter of Credit, except as otherwise expressly stated herein, is subject to the
International Standby Practice 1998, Publication 590. To the extent the terms of this
Letter of Credit are not addressed by the International Standby Practice 1998,
Publication No. 590, this Letter of Credit shall be governed by the laws of the State of
____________ .
This Letter of Credit sets forth in full our undertaking, and such undertaking
shall not in any way be modified, amended, amplified or limited by reference to any
document, instrument or agreement referred to herein (including, without limitation,
the Bonds) except only the Annexes and drafts referred to herein; any such reference
shall not be deemed to incorporate herein by reference any document, instrument or
agreement except such Annexes and drafts.
Very truly yours,
_____________________________
By:
Name: _______
Title: _______
Annex A Draw Certificate for Scheduled Payment Drawing and Optional
Redemption Drawing
Annex B Draw Certificate for Conversion Drawing, Company Directed Drawing
and Optional Tender Drawing
Annex C Draw Certificate for Default Drawing, Determination of Taxability
Drawing, Expiration Drawing and Substitution Drawing
Annex D Notice of Use of Available Moneys
Annex E Notice of Extension
Annex F Instruction to Issue Letter of Credit to Successor Holder
Annex G Notice of Extension Of Letter of Credit Following a Fixed Rate
Conversion Date
Annex H Sight Draft
ANNEX A
DRAWING CERTIFICATE
FOR SCHEDULED PAYMENT DRAWING
OPTIONAL REDEMPTION DRAWING
[Date]
_______
_______
_______
_______
Re: Irrevocable Letter of Credit No. (the "Letter of Credit") For the Account
of _______ in connection with the _______ Corporation Variable Rate
Demand Revenue Bonds ( _______ ), Series 20 _______ (the "Bonds")
Ladies and Gentlemen:
The undersigned, a duly Authorized Officer of _______ , as Trustee under that certain
Trust Indenture dated as of _______ , _______ , _______ (the "Indenture"), between the
_______ and the Trustee, hereby certifies that:
1) One or more of the following drawings is hereby requested:
_______(a) Scheduled Payment Drawing . A scheduled installment payment
of principal and/or interest is owing on the Bonds as shown below and payment under
the Letter of Credit is hereby requested in such amounts and for application as
provided in Section 2 hereof.
Scheduled Payment Date: _______
Scheduled Amounts Due: _______
Principal $ _______
Interest $ _______
Total $ _______
_____(b) Optional Redemption Drawing . The Company has informed the
Trustee that it has, with your consent, made plans to make an optional redemption
of the Bonds in accordance with the provisions of Section 3.01 (a) or (c) of the
Indenture in amounts as shown below, and payment under the Letter of Credit is
hereby requested in such amounts and for application as provided in Section 2
hereof
Optional Redemption Date: _______
Optional Redemption Amounts: _______
Principal $ _______
Interest $ _______
Total $ _______
$The Optional Redemption of the Bonds is to
be
in Whole
__________ in Part (Check One)
Payments to
be Made Principa l Interest Total Letter of Credit
Draw Request
Amount of $ _______ _______ _______
Scheduled
Payments or
Optional
Redemptions
Sources of Payment
Available Moneys $ _______ _______ _______
Draw under Letter of $ _______ _______ _______
Credit
3) Please direct payment by wire transfer under the Letter of Credit to:
[Depository Bank] _______
[Depository Bank Address] _______
_______
_______
ABA No. _______
Acct. No. _______
4) The undersigned is Trustee under the Indenture. _______
5) With respect to the drawing referred to in this Certificate (a) the amount demanded
hereby in the aggregate does not exceed the now applicable Available Amount (as
defined in the Letter of Credit), (b) the amount of the drawing to be applied to
principal does not exceed the now applicable Principal Component (as defined in the
Letter of Credit), and (c) the amount of the drawing to be applied to interest does not
exceed the now applicable Interest Component (as defined in the Letter of Credit).
6) Upon receipt by the undersigned or its designee of the amount demanded hereby, (a)
the undersigned or its designee will apply (or cause to be applied) the same directly to
the payment when due of the principal amount and accrued interest owing on Bonds
other than Bank Bonds and/or Company Bonds or the redemption price of Bonds other
than Bank Bonds and/or Company Bonds to be redeemed, (b) no portion of said
amount shall be applied for any other purpose, and (c) no portion of said amount will
be commingled with other funds (except other funds drawn under the Letter of Credit).
Please be advised that upon a drawing of the amounts demanded hereby on account of a
Optional Redemption Drawing, the Available Amount, the Principal Component and the
Interest Component (a portion of which is subject to reinstatement) shall be immediately and
permanently reduced as provided in the Letter of Credit. Terms used but not otherwise defined
herein shall have the meanings provided in the Indenture.
IN WITNESS WHEREOF , the undersigned has duty executed and delivered this
Certificate as of
_____________________________ , as Trustee
By:
Name: _______
Title: _______
ANNEX B
DRAWING CERTIFICATE
FOR
CONVERSION DRAWING,
COMPANY DIRECTED DRAWING,
OR OPTIONAL TENDER DRAWING
[Date]
_______
_______
_______
_______
Re: Irrevocable Letter of Credit No: _______ (the "Letter of Credit") For the
Account of _______ in connection with the _______ Variable Rate Demand
Revenue Bonds ( _______ ), Series 20 _______ (the "Bonds")
Ladies and Gentlemen:
The undersigned, a duly Authorized Officer of _______ , as Trustee under that certain
Trust Indenture dated as of _______ (the "Indenture"), between the _______ and the Trustee,
hereby certifs. that:
1) One or more of the following drawings is hereby requested:
_____(a) Conversion Drawing . The Company has given notice of an
adjustment of the interest rate applicable on the Bonds to be effective on the Conversion Date
shown. Consequently, the Bonds are subject to mandatory repurchase in accordance with
Section 3.07 (a)(i) of the Indenture on such Conversion Date. Payment under the Letter of
Credit. is hereby requested in such amounts and for application as provided in Section 2
hereof
Conversion Date: _______
Amounts due on Conversion Date: _______
On Account of Conversion to
Fixed Rate Other Rates Total
Principal: $ _______ _______ _______
Interest: $ _______ _______ _______
Totals $ _______ _______ _______
Note: Conversion Drawings relating to conversion of the Bonds to a Fixed Rate serve to
permanently reduce the Principal and Interest Components to zero under the Letter of Credit
as provided therein.
_____(b) Company Directed Drawing . The Company has informed
the Trustee that it has, with your consent (or as otherwise provided in the Letter of
Credit), made plans to make a mandatory repurchase in accordance with Section
3.07(a)(v) of the Indenture. Consequently, payment under the Letter of Credit is
hereby requested on the Mandatory Repurchase Date shown in such amounts and
for application as provided in Section 2 hereof
Mandatory Repurchase Date: _______
Amount due on Mandatory Repurchase Date: _______
Principal $ _______
Interest $ _______
Total $ _______
______(c) Optional Tender Drawing . An optional tender purchase of
Bonds is required in accordance with the provisions of Section 3.07(b) of the Indenture.
Consequently, payment under the Letter of Credit is hereby requested on the Optional
Tender Date shown in such amounts and for application as provided in Section 2 hereof
Optional Tender Date: _______
Amount due on Optional Tender Date: _______
Principal $ _______
Interest $ _______
Total $ _______
2) In accordance with the terms of the Indenture, demand for payment under the Letter of
Credit is hereby made in the amounts and for application as provided below:
Purchase Price
Portion Portion
Representing Representing Total Letter of Credit
Purchase Price Due Principal Interest Draw Request
Purchase Price $ _______ _______ _______
Sources of Payment $ _______ _______ _______
Available Moneys and $ _______ _______ _______
Remarketing Proceeds
Draw under Letter of $ _______ _______ _______
Credit
3) Please direct payment by wire transfer under the Letter of Credit to:
[Depository Bank] _______
[Depository Bank Address] _______
_______
_______
ABA No. _______
Acct. No. _______
4) The undersigned is Trustee under the Indenture.
5) With respect to the drawing referred to in this Certificate (a) the amount demanded
hereby in the aggregate does not exceed the now applicable Available Amount (as
defined in the Letter of Credit), (b) the amount of the drawing to be applied to
principal does not exceed the now applicable Principal Component (as defined in the
Letter of Credit), and (c) the amount of the drawing to be applied to interest does not
exceed the now applicable Interest Component (as defined in the Letter of Credit).
6) Upon receipt by the undersigned or its designee of the amount demanded hereby, (a)
the undersigned or its designee will apply (or cause to be applied) the same directly to
the payment of the purchase price for such Bonds other than Bank Bonds and/or
Company Bonds, (b) no portion of said amount shall be applied for any other purpose,
and (c) no portion of said amount will be commingled with other funds (except other
funds drawn under the Letter of Credit).
In rendering this Draw Certificate, the undersigned beneficiary of the Letter of Credit
has, as Trustee, relied on draw information (amounts, rates, etc.) provided by one or more of
the Remarketing Agent, the Issuer or the Holders of a majority of principal amount of the
Bonds outstanding.
Please be advised that purchase of Bonds as provided hereby serves to reduce (subject
to reinstatement upon subsequent remarketing of the Bonds) a portion of the Principal
Component and the Interest Component under the Letter of Credit. The Bonds purchased
hereby will be subject to a pledge and security interest in your favor until such Bonds may be
remarketed in accordance with the provisions of Section 3.08 of the Indenture,
Terms used but not otherwise defined herein shall have the meanings provided in the
Indenture.
IN WITNESS WHEREOF , the undersigned has duly executed and delivered this
Certificate as of _______ , _______ .
___________________________ , as Trustee
By:
Name: _______
Title: _______
ANNEX C
DRAWING CERTIFICATE
FOR
DEFAULT DRAWING
DETERMINATION, OF TAXABILITY DRAWING
EXPIRATION DRAWING
SUBSTITUTION DRAWING
[Date]
_______
_______
_______
_______
Re: Irrevocable Letter of Credit No. _______ (the "Letter of Credit") For the
Account of _______ in connection with the _______ Variable Rate Demand
Revenue Bonds ( _______ ), Series 20 _______ (the "Bonds")
Ladies and Gentlemen:
The undersigned, a duly Authorized Officer of _______ , as Trustee under that certain
Trust Indenture dated as of _______ , _____ , ____ (the "Indenture"), between the _______ and
the Trustee, hereby certifies that:
I) One or more of the following has occurred:
_____(a) Default Drawing. (Check one as applicable):
____An Event of Default has occurred and is continuing under the
Indenture and the amounts owing under the Bonds have been
accelerated as provided in Section 8.02 of the Indenture.
____Pursuant to your written instructions to purchase the Bonds,
as provided in Section 8.03 of the Indenture, the proceeds of the
Default Drawing hereunder shall be used to purchase the Bonds.
_____(b) Determination of Taxability Drawing. A Determination of
Taxability has occurred and the Bonds are subject to mandatory
redemption as provided in Section 3.01(e) of the Indenture.
Note : The proceeds of a Determination of Taxability Drawing hereunder
shall be used to redeem the Bonds in whole, unless in accordance with the provisions of
Section 3.01(e) of the Indenture a partial redemption would enable the Issuer to preserve the
exclusion of interest on the Bonds from gross income for federal income tax purposes, in
which case partial redemptions are permitted. The proceeds of the Determination of Taxability
Drawing requested hereby shall be used to redeem the Bonds:
_____in Whole
_____in Part (Check One)
_____(c) Expiration Drawing. The Letter of Credit is to terminate or
expire in accordance with its terms and the Bonds are subject to mandatory repurchase
as provided in Sections 3.01(f) and 3.07(a)(ii) of the Indenture.
______(d) Substitution Drawing. A Substitute Letter of Credit has
been delivered and the Bonds are subject to mandatory repurchase as provided in
Section 3.07(a)(iii) of the Indenture.
2) In accordance with the provisions of the Indenture, demand for payment under the
Letter of Credit is hereby made in the amounts and for application as provided below:
Amounts Owing Principal Interest Total Letter of Credit
Draw Request
Amount owing on $ _______ _______ _______
Acceleration,
Mandatory
Redemption or
Mandatory
Repurchase
Sources of Payment :
Available Moneys and $ _______ _______ _______
$Remarketing Proceeds
Draw under Letter of $ _______ _______ _______
Credit
3) Please direct payment by wire transfer under the Letter of Credit to:
[Depository Bank] _______
[Depository Bank Address] _______
_______
ABA No. _______
Acct. No. _______
4) The undersigned is Trustee under the Indenture.
5) With respect to the drawing referred to in this Certificate (a) the amount demanded
hereby in the aggregate does not exceed the now applicable Available Amount (as
defined in the Letter of Credit), (b) the amount of the drawing to be applied to
principal does not exceed the now applicable Principal Component (as defined in the
Letter of Credit), and (c) the amount of the drawing to be applied to interest does not
exceed the now applicable Interest Component (as defined in the Letter of Credit).
6) Upon receipt by the undersigned or its designee of the amount demanded hereby, (a)
the undersigned or its designee will apply (or caused to be applied) the same directly
to the payment when due of the principal amount and accrued interest owing on Bonds
other than Bank Bonds and/or Company Bonds or the redemption or purchase price of
Bonds other than Bank and/or Company Bonds, as appropriate, (b) no portion of said
amount shall be applied for any other purpose, and (c) no portion of said amount will
be commingled with other funds (except other funds drawn under the Letter of Credit).
Terms used but not otherwise defined herein shall have the meanings provided in the
Indenture.
Please be advised that upon payment of the amounts demanded hereby, the Available
Amount, the Principal Component and the Interest Component shall be immediately reduced
to zero and the Letter of Credit terminated (except in the case of a partial redemption in
connection with a Determination of Taxability Drawing, in which case the Available Amount,
the Principal Component and the Interest Component (a portion of which is subject to
reinstatement) shall be immediately and permanently reduced as provided in the Letter of
Credit).
IN WITNESS WHEREOF , the undersigned has duly executed and delivered this
Certificate as _______ , _______ .
_______ , as Trustee
By:
Name: _______
Title: _______
ANNEX D
NOTICE OF USE OF AVAILABLE MONEYS
[Date]
_______
_______
_______
_______
Re: Irrevocable Letter of Credit No. _______ ' (the "Letter of Credit") For
the Account of _______ in connection with the _______ Variable Rate
Demand Revenue Bonds ( _______ ), Series 20 _______ (the "Bonds")
Ladies and Gentlemen:
In accordance with the requirements of the above-referenced Letter of Credit and the
Indenture, this letter should serve to notify you (i) that _______ , as trustee (the "Trustee")
under the Trust Indenture dated as of _______ , _____ , ____ (the "Indenture") between the
_______________________________ and the Trustee, is in receipt of certain "Available
Moneys" (other than Available Moneys arising from a drawing under the Letter of Credit), (ii)
that scheduled payments of principal and interest, prepayments of principal, redemptions or
purchases are to be made with such Available Moneys as follows:
Scheduled Payment Date or Prepayment
Date or Date of Redemption or
Purchase:
Payments Owing: Total
Principal Interest Premium Available
Moneys
Scheduled Payments $ _______ _____ ____ _______
Sources of Payment :
"Available Moneys"
(other than Available
Moneys arising from
a drawing under the
Letter of Credit) $ _______ _____ ____ _______
and, (iii) that because sufficient Available Moneys are available, no drawing is to be made
under the Letter of Credit for such scheduled payments of principal and interest, prepayments
of principal and interest or of principal and interest owing on redemption or purchase.
Terms used but not otherwise defined herein shall have the meanings provided in the
Indenture.
Please be advised that payment of Available Moneys shall reduce the Available
Amount, the Principal Component and the Interest Component (as such terms are
defined in the Letter of Credit), permanently or subject to reinstatement, as provided in
the Letter of Credit.
IN WITNESS WHEREOF , the undersigned has duly executed and delivered this
Certificate as
of
_______ , as Trustee
By:
Name: _______
Title: _______
ANNEX E
NOTICE OF EXTENSION
[Date]
_______
_______
_______
_______
Re: Irrevocable Letter of Credit No. _______ (the "Letter of Credit") For the
Account of _______
Ladies and Gentlemen:
The undersigned, a duly authorized officer of _______ (the "Bank"), as issuer of the
Letter of Credit, hereby certifies amendment of the Stated Expiration Date set forth on the first
page of the Letter of Credit from [STATED EXPIRATION DATE], to _______ . This
amendment will only become effective upon your acceptance hereof in the space provided
below.
All the terms of the Letter of Credit shall continue in full force and effect except as
amended hereby.
IN WITNESS WHEREOF , the undersigned has duly executed and delivered this
Notice as of _______ , _______
_______
By:
Name: _______
Title: _______
Agreed and Accepted:
_______
as Trustee
By:
Name: _______
Title: _______
ANNEX F
INSTRUCTION TO ISSUE LETTER OF CREDIT TO SUCCESSOR HOLDER
[Date]
_______
_______
_______
_______
Re: Irrevocable Letter of Credit No. _______ (the "Letter of Credit") For the
Account of _______
Ladies and Gentlemen:
The undersigned advises you that [Name and address of successor Trustee] (the
"Successor Trustee") has replaced and succeeded to our rights and obligations as Trustee
under the Indenture. You are hereby requested to endorse the Letter of Credit to the Successor
Trustee or to issue in accordance with the terms of the Letter of Credit, a new letter of credit
to the Successor Trustee having the same terms and providing for the same Available Amount
as the Letter of Credit.
We submit herewith for endorsement or cancellation the original of the Letter of
Credit.
Terms used but not otherwise defined herein shall have the meanings provided in the
Indenture (as defined in the Letter of Credit).
The individual signing below on our behalf hereby represents that he or she is duly
authorized to so sign on our behalf
Very truly yours,
[LETTER OF CREDIT HOLDER]
By:
Name: _______
Title: _______
ANNEX G
NOTICE OF EXTENSION OF LETTER OF CREDIT
FOLLOWING A FIXED RATE CONVERSION DATE
[Date]
_______
_______
_______
_______
Re: Irrevocable Letter of Credit No. _______ (the "Letter of Credit") For the
Account of _______
Ladies and Gentlemen:
The undersigned, a duly authorized officer of _______ (the "Bank"), as issuer of the
Letter of Credit, hereby certifies that the Letter of Credit will not terminate following the
Fixed Rate Conversion Date and that the Stated Expiration Date set forth on the first page of
such Letter of Credit is hereby extended from [STATED EXPIRATION DATE] to _______
subject to the effectiveness of an amendment to the Letter of Credit extending such date and
amending the Letter of Credit in other respects, all on terms and conditions satisfactory to the
Bank.
Terms used but not otherwise defined herein shall have the meanings provided in the
indenture (as defined in the Letter of Credit).
IN WITNESS WHEREOF , the undersigned has duly executed and delivered this
Certificate as _______ , _______ .
_______
By:
Name: _______
Title: _______
ANNEX II
SIGHT DRAFT
[Date]
At Sight
Pay to the order of _______ , as Trustee, the sum of _______ and _______ Dollars ($ _______ }
drawn on _______ , as issuer of its Irrevocable Letter of Credit No. _______ dated _______
_______ .
_______ , as Trustee
By:
Name: _______
Title: _______
