CERTIFICATESDraft of January 31, 2008
Marked to Show Changes From
Draft of January 8, 2008
Double underscore indicates insertion.
Str-ikethfwagh indicates deletion.
IRREVOCABLE TRANSFERABLE LETTER OF CREDIT
February 22.2008
**U.S. $ 25,378,083
No.
UMB Bank, n.a., as trustee (the "Trustee") under
the Indenture of Trust dated as of
February 15, 2008 (the "Indenture between
the Avon Urban Renewal Authority and the
Trustee
1670 Broadway
Denver, Colorado 80202
Attention: Corporate Trust & Escrow Services
Ladies and Gentlemen: 0
We hereby establish in your favor as Trustee for the benefit of the holders of the Bonds
(as hereinafter defined), our irrevocable transferable Letter of Credit No. for the
account of the Avon Urban Renewal Authority (the "Authority whereby we hereby irrevocably
authorize you to draw on us from time to time, from and after the date hereof to and including the
earliest to occur of our close of business on: (i) , February 21. 20 (as extended from
time to time, the "Stated Expiration Date (ii) the earlier of (A) the date which is five (5) days
following the date that the interest rate borne by all of the Bonds is converted to a Fixed Rate (as
defined in the Indenture) as such date is specified in a certificate in the form of Exhibit A hereto
(the "Conversion Date or (B) the date on which we honor a Liquidity Drawing under the Letter
of Credit on or after the Conversion Date for all of the Bonds, (iii) the date which is five (5) days
following receipt from you of a certificate in the form set forth as Exhibit B hereto, (iv) the date
on which an Acceleration Drawing is honored by us, and (v) the date which is fifteen (15) days
following receipt by you of a written notice from us specifying the occurrence of an Event of
Default under the Reimbursement Agreement dated as of February 15, 2008, among the Town of
Avon, Colorado (the "Town"), the Authority and us (the "Reimbursement Agreement") and
directing you to accelerate or cause a mandatory tender of the Bonds (the earliest of such dates
herein referred to as the "Termination Date a maximum aggregate amount not exceeding
Twenty-Five Million Three Hundred Seventy-Eight Thousand
Eighty-Three Dollars (U.S. $ 25,378,083 - the "Original Stated Amount") to pay
principal of and accrued interest on, or the purchase price of, the $ 25,000,000 Tax
Increment Adjustable Rate Revenue Bonds, (Town Center West Area Urban Renewal Project)
Series 2008 issued by the Authority pursuant to the Indenture (collectively, the "Bonds"), in
accordance with the terms hereof (said $ 25,378,083 having been calculated to be
2349640.01.07
1624600
Document Comparison of 2349640.01.07 against 2349640.01.06
equal to $ ,25.000,000, the original principal amount of the Bonds, plus
$ 378,083 which is at least 46 days' accrued interest on said principal amount of the
Bonds (calculated on the basis of a 365-day year for the actual number of days elapsed) at the
rate of twelve percent (12%) per annum (the "Cap Interest Rate-)). This credit is available to
you against presentation of the following documents (the "Payment Documents presented to us
as described below:
A certificate (with all blanks appropriately completed) (i) in the
form attached as Exhibit C hereto to pay accrued interest on the
Bonds as provided for under Section 2.03 of the Indenture (an
"Interest Drawing"), (ii) in the form attached as Exhibit D hereto
to pay the principal amount of and accrued interest on the Bonds in
respect of any redemption of the Bonds as provided for in
Section 4.11 of the Indenture (a "Redemption Drawing"), provided
that in the event the date of redemption coincides with an Interest
Payment Date (as defined in the Indenture), the Redemption
Drawing shall not include any accrued interest on the Bonds
(which interest is payable pursuant to an Interest Drawing), (iii) in
the form attached as Exhibit E hereto, to allow the Trustee to pay
the purchase price of Bonds tendered for purchase as provided for
in Section 4.01, 4.02, 4.03, 4.04, 4.05, 4.06 or 4.07 of the Indenture
which have not been successfully remarketed or for which the
purchase price has not been received as required by the Indenture
(a "Liquidity Drawing"), provided that in the event the purchase
date coincides with an Interest Payment Date, the Liquidity
Drawing shall not include any accrued interest on the Bonds
(which interest is payable pursuant to an Interest Drawing), (iv) in
the form attached as Exhibit F hereto, to pay the principal of and
accrued interest in respect of Bonds, the payment of which has
been accelerated pursuant to Section 7.02 of the Indenture (an
"Acceleration Drawing") or (v) in the form attached as Exhibit G
hereto to pay the principal amount of Bonds maturing on
June 1, 2032 (a "Stated Maturity Drawing"),
each certificate to state therein that it is given by your duly
authorized officer and dated the date such certificate is presented
hereunder. No drawings shall be made under this Letter of Credit
for Bank Bonds (as defined in the Indenture), for Bonds bearing
interest at the Fixed Rate (as defined in the Indenture) ("Fixed
Rate Bonds or Bonds owned by or on behalf of the Authority or
the Town.
All drawings shall be made by presentation of each Payment Document at our office at
DEPFA BANK plc, 623 Fifth Avenue, 22nd Floor, New York, New York 10022 or by telecopier
® (at telecopier number (212) 796-9209), in each case Attention: Letter of Credit Department, or at
such other address or telecopier number as we may specify to you in writing, without further
need of documentation, including the original of this Letter of Credit, it being understood that
Page 2 of 21 Pages
each Payment Document so submitted is to be the sole operative instrument of drawing. You
shall use your best efforts to give telephonic notice of each drawing hereunder to us at
((212) 796-9200) on the Business Day preceding the day of such drawing (but such notice shall
not be a condition to drawing hereunder and you shall have no liability for not doing so).
We agree to honor any Interest, Redemption, Liquidity, Acceleration or Stated Maturity
Drawing if presented in compliance with all of the terms of this Letter of Credit. If such
drawing, other than a Liquidity Drawing, is presented prior to 3:00 P.M., New York time, on ,a
Business Day, payment shall be made to the account number or address designated by you of the
amount specified, in immediately available funds, by 12:00 Noon, New York time, on the
following Business Day. If any such drawing, other than a Liquidity Drawing, is presented at or
after 3:00 P.M., New York time, on a Business Day, payment shall be made to the account
number or address designated by you of the amount specified, in immediately available funds, by
10:00 A.M., New York time, on the second following Business Day. If a Liquidity Drawing is
presented prior to 1:00 P.M., New York time, on a Business Day, payment shall be made to the
account number or address designated by you of the amount specified, in immediately available
funds, by 4:00 P.M., New York time, on the same Business Day. If a Liquidity Drawing is
presented at or after 1:00 P.M., New York time, payment shall be made to the account number or
address designated by you of the amount specified, in immediately available funds, by 1:00 P.M.,
New York time, on the following Business Day. Payments made hereunder shall be made by
wire transfer to you in accordance with the instructions specified by the Trustee in the drawing
certificate relating to a particular drawing hereunder. "Business Day " means any day other than
a Saturday or Sunday or a day on which banking institutions located in the city in which the
principal corporate trust office of the Trustee, or the principal office of the Remarketing Agent
(as defined in the Indenture) is located, or in New York, New York are required or authorized by
law to remain closed, and other than a day on which the New York Stock Exchange is closed.
The Available Amount (as hereinafter defined) will be reduced automatically by the
amount of any drawing hereunder; provided, however, that the amount of any Interest Drawing
hereunder, less the amount of the reduction in the Available Amount attributable to interest as
specified in a certificate in the form of Exhibit D or H hereto, shall be automatically reinstated
effective as of the opening of business of the Bank on the sixth (6th) day from the date of such
drawing unless you shall have received from us by telecopy or in writing on or before the close of
business on the fifth (5th) calendar day from the date of such drawing notice that we have not
been reimbursed in full for such drawing or any other Event of Default under the Reimbursement
Agreement has occurred and as a consequence thereof the Letter of Credit will not be so
reinstated. After payment by us of a Liquidity Drawing, our obligation to honor drawings under
this Letter of Credit will be automatically reduced by an amount equal to the Original Purchase
Price of any Bonds (or portions thereof) purchased pursuant to said drawing. In addition, prior to
the Conversion Date, in the event of the remarketing of the Bonds (or portions thereof)
previously purchased with the proceeds of a Liquidity Drawing, our obligation to honor drawings
hereunder will be automatically reinstated concurrently upon receipt by us of an amount equal to
the Original Purchase Price of such Bonds (or portion thereof); the amount of such reinstatement
shall be equal to the Original Purchase Price of such Bonds (or portions thereof). You shall
notify us of the transfer of such funds by telephone (at telephone number (212) 796-9200,
promptly confirmed in writing by telecopier (at telecopier number (212) 796-9209), Attention:
Page 3 of 21 Pages
General Manager. Such notice shall include the amount of funds so transferred to us and the
Letter of Credit number. "Original Purchase Price " shall mean the principal amount of any
Bond purchased with the proceeds of a Liquidity Drawing plus the amount of accrued interest on
such Bond paid with the proceeds of a Liquidity Drawing (and not pursuant to an Interest
Drawing) upon such purchase.
Upon receipt by us of a certificate of the Trustee in the form of Exhibit D or H hereto, the
amounts available to be drawn under this Letter of Credit will automatically and permanently
reduce by the amount specified in such certificate. Such reduction shall be effective as of the
next Business Day following the date of delivery of such certificate.
Upon any permanent reduction of the amounts available to be drawn under this Letter of
Credit, as provided herein, we may deliver to you a substitute Letter of Credit in exchange for
this Letter of Credit or an amendment to this Letter of Credit substantially in the form of
Exhibit I hereto to reflect any such reduction. If we deliver to you such a substitute Letter of
Credit you shall simultaneously surrender to us for cancellation the Letter of Credit then in your
possession. The "Available Amount" shall mean the Original Stated Amount (i) less the amount
of all prior reductions pursuant to Interest, Redemption, Liquidity or Stated Maturity Drawings,
(ii) less the amount of any reduction thereof pursuant to a reduction certificate in the form of
Exhibit D or H hereto to the extent such reduction is not already accounted for by a reduction in
the Available Amount pursuant to (i) above, (iii) plus the amount of all reinstatements as above
provided.
Upon the Termination Date, this Letter of Credit shall automatically terminate and be
delivered to us for cancellation.
This Letter of Credit is transferable in whole only to your successor as Trustee. Any such
transfer (including any successive transfer) shall be effective upon receipt by us (which receipt
shall be subsequently confirmed in writing to the transferor and the transferee by us) of a signed
copy of the instrument effecting each such transfer signed by the transferor and by the transferee
in the form of Exhibit J hereto (which shall be conclusive evidence of such transfer) and, in such
case, the transferee instead of the transferor shall, without the necessity of further action, be
entitled to all the benefits of and rights under this Letter of Credit in the transferor's place;
provided that, in such case, any certificates of the Trustee to be provided hereunder shall be
signed by one who states therein that he is a duly authorized officer or agent of the transferee.
Communications with respect to this Letter of Credit shall be in writing and shall, unless
otherwise indicated herein, be addressed to us at 623 Fifth Avenue, 22nd Floor, New York,
New York 10022, Attention: Letter of Credit Department (or to such other address as we may
specify to you in writing), specifically referring to the number of this Letter of Credit.
To the extent not inconsistent with the express terms hereof, this Letter of Credit shall be
governed by, and construed in accordance with, the terms of the Uniform Customs and Practice
for Documentary Credits (1993 Revision), International Chamber of Commerce Publication
No. 500 (the "Uniform Customs"), except for Article 41 and the first sentence of Article 48(g)
thereof. As to matters not governed by the Uniform Customs, this Letter of Credit shall be
Page 4 of 21 Pages
governed by and construed in accordance with the laws of the State of New York, including
without limitation the Uniform Commercial Code as in effect in the State of New York.
All payments made by us hereunder shall be made from our funds and not with the funds
of any other person.
This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking
shall not in any way be modified or amended by reference to any other document whatsoever.
DEPFA BANK PLC, acting through its New
York Branch
By:
Name:
Title:
By:
Name:
Title:
v
Page 5 of 21 Pages
EXHIBIT A
TO
DEPFA BANK PLC
LETTER OF CREDIT
No.
NOTICE OF CONVERSION DATE
DEPFA BANK plc
623 Fifth Avenue, 22nd Floor
New York, New York 10022
Attention: Letter of Credit Department
Reference is hereby made to that certain Irrevocable Transferable Letter of Credit
No. dated , February 22.2008 (the "Letter of Credit"), which has been
established by DEPFA BANK plc, for the account of the Avon Urban Renewal Authority, in
favor of the Trustee.
The undersigned hereby certifies and confirms that the Conversion Date of all of the
Bonds has occurred on [insert date] and, accordingly, said Letter of Credit shall terminate in
accordance with its terms on the earlier of (i) five (5) days after such Conversion Date and (ii) the
date on which you honor a Liquidity Drawing under the Letter of Credit on or after the
Conversion Date.
All defined terms used herein which are not otherwise defined herein shall have the same
meaning as in the Letter of Credit.
IN WITNESS WHEREOF, this Certificate has been executed this day of ,
as Trustee
By
E
[Title of Authorized Representative]
Page 6 of 21 Pages
EXHIBIT B
TO
DEPFA BANK PLC
LETTER OF CREDIT
No.
NOTICE OF TERMINATION
DEPFA BANK plc
623 Fifth Avenue, 22nd Floor
New York, New York 10022
Attention: Letter of Credit Department
Reference is hereby made to that certain Irrevocable Transferable Letter of Credit
No. dated , February 22. 2008 (the 'Letter of Credit which has been
established by DEPFA BANK plc, for the account of the Avon Urban Renewal Authority, in
favor of the Trustee.
The undersigned hereby certifies and confirms that [(i) no Bonds remain Outstanding
within the meaning of the Indenture, (ii) all drawings required to be made under the Indenture
and available under the Letter of Credit have been made and honored, or (iii) an Alternate Letter
of Credit (as defined in the Indenture) has been issued to replace the Letter of Credit pursuant to
the Indenture] and, accordingly, the Letter of Credit shall be terminated in accordance with its
terms.
All defined terms used herein which are not otherwise defined shall have the same
meaning as in the Letter of Credit.
IN WITNESS WHEREOF, this Certificate has been executed this day of ,
as Trustee
By
[Title of Authorized Representative]
11
Page 7 of 21 Pages
•
EXHIBIT C
TO
DEPFA BANK PLC
LETTER OF CREDIT
No.
INTEREST DRAWING CERTIFICATE
•
DEPFA BANK plc
623 Fifth Avenue, 22nd Floor
New York, New York 10022
Attention: Letter of Credit Department
The undersigned individual, a duly authorized representative of
(the "Beneficiary"), hereby CERTIFIES on behalf of the Beneficiary as follows with respect to
(i) that certain Irrevocable Transferable Letter of Credit No. dated ,
February 22. 2008 (the "Letter of Credit issued by DEPFA BANK plc, acting through its New
York Branch, in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):
1. The Beneficiary is the Trustee (as defined in the Letter of Credit) under the
Indenture.
2. The Beneficiary is entitled to make this Drawing in the amount of $
under the Letter of Credit pursuant to the Indenture with respect to the payment of interest due on
all Bonds outstanding on the Interest Payment Date (as defined in the Indenture) occurring on
[insert applicable date], other than Bank Bonds (as defined in the Letter of Credit), Fixed Rate
Bonds (as defined in the Letter of Credit) or Bonds owned by or on behalf of the Authority or the
Town (each as defined in the Letter of Credit).
3. The amount of the drawing is equal to the amount required to be drawn by the
Trustee pursuant to Section 3.16 of the Indenture.
4. The amount of the drawing made by this Certificate was computed in compliance
with the terms of the Indenture and, when added to the amount of any other drawing under the
Letter of Credit made simultaneously herewith, does not exceed the Available Amount (as
defined in the Letter of Credit).
5. Payment by you pursuant to this drawing shall be made to
, ABA Number Account
Number Attention: , Re:
Page 8 of 21 Pages
IN WITNESS WHEREOF, this Certificate has been executed this day of , 0
By
as Trustee
[Title of Authorized Representative]
ICJ
Page 9 of 21 Pages
EXHIBIT D
TO
DEPFA BANK PLC
LETTER OF CREDIT
No.
REDEMPTION DRAWING AND REDUCTION CERTIFICATE
DEPFA BANK plc
623 Fifth Avenue, 22nd Floor
New York, New York 10022
Attention: Letter of Credit Department
The undersigned individual, a duly authorized representative of
(the `Beneficiary hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No.
dated February 22 2008 (the "Letter of Credit"), issued by DEPFA BANK plc,
acting through its New York Branch, in favor of the Beneficiary; (ii) those certain Bonds (as
defined in the Letter of Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):
® 1. The Beneficiary is the Trustee under the Indenture.
2. The Beneficiary is entitled to make this drawing in the amount of $
under the Letter of Credit pursuant to Section 3.16 of the Indenture.
3. (a) The amount of this drawing is equal to (i) the principal amount of Bonds to be
redeemed by the Authority (as defined in the Letter of Credit) pursuant to Section 4.11 of the
Indenture [insert applicable date] (the "Redemption Date") other than Bank Bonds, Fixed Rate
Bonds (each as defined in the Letter of Credit) or Bonds owned by or on behalf of the Authority
or the Town (each as defined in the Letter of Credit), plus (ii) interest on such Bonds accrued
from the immediately preceding Interest Payment Date (as defined in the Indenture) to the
Redemption Date, provided that in the event the Redemption Date coincides with an Interest
Payment Date this drawing does not include any accrued interest on such Bonds.
(b) Of the amount stated in paragraph 2 above:
(i) $ is demanded in respect of the principal amount of the
Bonds referred to in subparagraph (a) above; and
(ii) $
is demanded in respect of accrued interest on such
Bonds.
r~
U
Page 10 of 21 Pages
4. Payment by you pursuant to this drawing shall be made to
ABA Number ,
Number , Attention:
Account
, Re:
5. The amount of the drawing made by this Certificate was computed in compliance
with the terms and conditions of the Indenture and, when added to the amount of any other
drawing under the Letter of Credit made simultaneously herewith, does not exceed the Available
Amount (as defined in the Letter of Credit).
6. Upon payment of the amount drawn hereunder, you are hereby directed to
permanently reduce the Available Amount by Vinsert amount of reduction) and the Available
Amount shall thereupon equal $linsert new Available Amount]. The Available Amount has been
reduced by an amount equal to the principal of Bonds paid with this drawing and an amount
equal to 46 days' interest thereon at the Cap Interest Rate (as defined in the Letter of Credit).
7. Of the amount of the reduction stated in paragraph 6 above:
•
(i) $ is attributable to the principal amount of Bonds
redeemed; and
(ii) $ is attributable to interest on such Bonds (i.e., 46 days'
interest thereon at the Cap Interest Rate).
8. The amount of the reduction in the Available Amount has been computed in
accordance with the provisions of the Letter of Credit.
9. Following the reduction, the Available Amount shall be at least equal to the
aggregate principal amount of the Bonds outstanding (to the extent such Bonds are not Bank
Bonds, Fixed Rate Bonds or Bonds owned by or on behalf of the Authority or the Town (each as
defined in the Letter of Credit)) plus 46 days' interest thereon at the Cap Interest Rate.
10. In the case of a redemption pursuant to Section 4.11 of the Indenture, the Trustee,
prior to giving notice of redemption to the owners of the Bonds, is in receipt of immediately
available funds in an amount equal to the principal amount of the Bonds to be redeemed or has
received your written consent to such redemption.
IN WITNESS WHEREOF, this Certificate has been executed this day of ,
as Trustee
By
[Title of Authorized Representative]
Page 11 of 21 Pages
® EXHIBIT E
TO
DEPFA BANK PLC
LETTER OF CREDIT
NO.
LIQUIDITY DRAWING CERTIFICATE
DEPFA BANK plc
623 Fifth Avenue, 22nd Floor
New York, New York 10022
Attention: Letter of Credit Department
The undersigned individual, a duly authorized representative of
(the "Beneficiary hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No.
dated February 22. 2008 (the "Letter of Credit"), issued by DEPFA BANK plc,
acting through its New York Branch, in favor of the Beneficiary; (ii) those certain Bonds (as
defined in the Letter of Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):
1. The Beneficiary is the Trustee under the Indenture.
0 * Insert as appropriate.
2. The Beneficiary is entitled to make this drawing under the Letter of Credit in the
amount of $ with respect to the payment of the purchase price of Bonds tendered
for purchase in accordance with Section [4.01, 4.02, 4.03, 4.04, 4.05, 4.06 or 4.07]* of the
Indenture and to be purchased on [insert applicable date] (the "Purchase Date which Bonds
have not been remarketed as provided in the Indenture or the purchase price of which has not
been received as required by the Indenture.
3. (a) The amount of the drawing is equal to (i) the principal amount of Bonds to be
purchased pursuant to the Indenture on the Purchase Date other than Bank Bonds, Fixed Rate
Bonds (each as defined in the Letter of Credit) or Bonds owned by or on behalf of the Authority
or the Town (each as defined in the Letter of Credit), plus (ii) interest on such Bonds accrued
from the immediately preceding Interest Payment Date (as defined in the Indenture) (or if none,
the date of issuance of the Bonds) to the Purchase Date, provided that in the event the Purchase
Date coincides with an Interest Payment Date this drawing does not include any accrued interest
on such Bonds.
Page 12 of 21 Pages
(b) Of the amount stated in paragraph (2) above:
(1) $ is demanded in respect of the principal portion of
the purchase price of the Bonds referred to in subparagraph (2) above; and
(ii) $ is demanded in respect of payment of the
interest portion of the purchase price of such Bonds.
4. The amount of the drawing made by this Certificate was computed in compliance
with the terms and conditions of the Indenture and, when added to the amount of any other
drawing under the Letter of Credit made simultaneously herewith, does not exceed the Available
Amount (as defined in the Letter of Credit).
5. The Beneficiary will register or cause to be registered in the name of you or your
designee, upon payment of the amount drawn hereunder, Bonds in the principal amount of the
Bonds being purchased with the amounts drawn hereunder and will deliver such Bonds to the
Trustee on behalf of you or as otherwise directed by you in accordance with the Indenture and the
Reimbursement Agreement.
6. Payment by you pursuant to this drawing shall be made to
ABA Number Account
Number Attention: Re:
IN WITNESS WHEREOF, this Certificate has been executed this day of ,
as [Trustee]
By
[Title of Authorized Representative]
Page 13 of 21 Pages
® EXHIBIT F
TO
DEPFA ]BANK PLC
LETTER OF CREDIT
No.
ACCELERATION DRAWING CERTIFICATE
DEPFA BANK plc
623 Fifth Avenue, 22nd Floor
New York, New York 10022
Attention: Letter of Credit Department
The undersigned individual, a duly authorized representative of
(the `Beneficiary hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No.
dated , February 2008 (the "Letter of Credit"), issued by DEPFA BANK plc,
acting through its New York Branch, in favor of the Beneficiary; (ii) those certain Bonds (as
® defined in the Letter of Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):
1. The Beneficiary is the Trustee under the Indenture.
2. An Event of Default has occurred under subsection [insert subsection] of
Section 7.01 of the Indenture and the Trustee has declared the principal of and accrued interest
on all Bonds then outstanding immediately due and payable. The Beneficiary is entitled to make
this drawing in the amount of $ under the Letter of Credit pursuant to
Section 3.16 of the Indenture in order to pay the principal of and interest accrued on the Bonds
due to an acceleration thereof in accordance with Section 7.02 of the Indenture.
3. (a) The amount of this drawing is equal to (i) the principal amount of Bonds
outstanding on [insert date of acceleration] (the "Acceleration Date") other than Bank Bonds,
Fixed Rate Bonds (each as defined in the Letter of Credit) or Bonds owned by or on behalf of the
Authority or the Town (each as defined in the Letter of Credit), plus (ii) interest on such Bonds
accrued from the immediately preceding Interest Payment Date (as defined in the Indenture) to
the Acceleration Date.
(b) Of the amount stated in paragraph 2 above:
(i) $ is demanded in respect of the principal portion of the
® Bonds referred to in subparagraph (a) above; and
Page 14 of 21 Pages
(ii) $
Bonds.
is demanded in respect of accrued interest on such
4. The amount of the drawing made by this Certificate was computed in compliance
with the terms and conditions of the Indenture and, when added to the amount of any drawing
under the Letter of Credit made simultaneously herewith, does not exceed the Available Amount
(as defined in the Letter of Credit).
5. Payment by you pursuant to this drawing shall be made to
, ABA Number
Number , Attention: Re`.
Account
IN WITNESS WHEREOF, this Certificate has been executed this day of
,20
as Trustee
By
[Title of Authorized Representative]
E
Page 15 of 21 Pages
EXHIBIT G
TO
DEPFA BANK PLC
LETTER OF CREDIT
STATED MATURITY DRAWING CERTIFICATE
DEPFA BANK plc
623 Fifth Avenue, 22nd Floor
New York, New York 10022
Attention: Letter of Credit Department
NO.
The undersigned individual, a duly authorized representative of
(the "Beneficiary hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No.
dated , February 22, 2008 (the "Letter of Credit"), issued by DEPFA BANK plc,
acting through its New York Branch, in favor of the Beneficiary; (ii) those certain Bonds (as
defined in the Letter of Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):
0 1. The Beneficiary is the Trustee under the Indenture.
2. The Beneficiary is entitled to make this drawing in the amount of $
under the Letter of Credit pursuant to Section 3.16 of the Indenture.
3. The amount of this drawing is equal to the principal amount of Bonds outstanding
on June 1, 2032 the maturity date thereof as specified in the Indenture, other
than Bank Bonds and Fixed Rate Bonds (each as defined in the Letter of Credit).
4. The amount of the drawing made by this Certificate was computed in compliance
with the terms and conditions of the Indenture and, when added to the amount of any other
drawing under the Letter of Credit made simultaneously herewith, does not exceed the Available
Amount (as defined in the Letter of Credit).
5.
Attention:
Payment by you pursuant to this drawing shall be made to
ABA Number Account Number
Re:
Page 16 of 21 Pages
IN WITNESS WHEREOF, this Certificate has been executed this day of
as Trustee
By
[Title of Authorized Representative]
E
E
Page 17 of 21 Pages
® EXHIBIT H
TO
DEPFA BANK PLC
LETTER OF CREDIT
No.
REDUCTION CERTIFICATE
DEPFA BANK plc
623 Fifth Avenue, 22nd Floor
New York, New York 10022
Attention: Letter of Credit Department
The undersigned hereby CERTIFIES with respect to (i) that certain Irrevocable
Transferable Letter of Credit No. dated , February 22. 2008 (the "Letter
of Credit"), issued by DEPFA BANK plc, acting through its New York Branch, in favor of the
Beneficiary; (ii) those certain Bonds (as defined in the Letter of Credit); and (iii) that certain
Indenture (as defined in the Letter of Credit):
1. The Beneficiary is the Trustee under the Indenture.
2. Upon receipt by you of this Certificate, the Available Amount (as defined in the
Letter of Credit) shall be reduced by $ and the Available Amount shall thereupon
equal $ . $ of the new Available Amount is attributable
to interest on the Bonds.
3. The amount of the reduction in the Available Amount has been computed in
accordance with the provisions of the Letter of Credit.
4. Following the reduction, the Available Amount shall be at least equal to the
aggregate principal amount of the Bonds outstanding (other than Bank Bonds, Fixed Rate Bonds
(each as defined in the Letter of Credit) or Bonds owned by or on behalf of the Authority or the
Town (each as defined in the Letter of Credit)) plus 46 days' interest thereon at the Cap Interest
Rate (as defined in the Letter of Credit).
C:
Page 18 of 21 Pages
IN WITNESS WHEREOF, this Certificate has been executed this day of ,
as Trustee
By
[Title of Authorized Representative]
Page 19 of 21 Pages
® EXHIBIT I
TO
DEPFA BANK PLC
LETTER OF CREDIT
NO.
NOTICE OF AMENDMENT
[TRUSTEE]
Attention:
Ladies and Gentlemen:
Reference is hereby made to that certain Irrevocable Transferable Letter of Credit
® No. dated , Februarv 22. 2008 (the "Letter of Credit"), established by
DEPFA BANK plc, in your favor as Beneficiary. We hereby notify you that, in accordance with
the terms of the Letter of Credit and that certain Reimbursement Agreement dated as of
February 15, 2008, among the Avon Urban Renewal Authority, the Town of Avon, Colorado and
us, the Available Amount (as defined in the Letter of Credit) has been reduced to
This letter should be attached to the Letter of Credit and made a part thereof.
DEPFA BANK plc, acting through its New
York Branch
By
Its
0
Page 20 of 21 Pages
EXHIBIT J
TO
DEPFA BANK PLC
LETTER OF CREDIT
No.
TRANSFER CERTIFICATE
DEPFA BANK plc
623 Fifth Avenue, 22nd Floor
New York, New York 10022
Attention: General Manager
Reference is made to that certain Irrevocable Transferable Letter of Credit
No. dated , February 22, 2008 (the "Letter of Credit which has been
established by DEPFA BANK plc, acting through its New York Branch, in favor of
The undersigned, a duly authorized officer or agent of [Name of Transferor], has
transferred and assigned (and hereby confirms to you said transfer and assignment) all of its
rights in and under said Letter of Credit to [Name of Transferee] and confirms that [Name of
Transferor] no longer has any rights under or interest in said Letter of Credit.
Transferor and Transferee have indicated on the face of said Letter of Credit that it has
been transferred and assigned to Transferee.
The undersigned, a duly authorized officer or agent of the Transferee, hereby certifies that
the Transferee is a duly authorized Transferee under the terms of said Letter of Credit and is
accordingly entitled, upon presentation of the documents called for therein, to receive payment
thereunder.
Name of Transferor
By
[Title of Authorized Officer of Transferor]
Name of Transferee
By
Page 21 of 21 Pages
® [Title of Authorized Officer of Transferor]
11
s
Page 22 of 21 Pages