Common use of Alternate Letter of Credit Clause in Contracts

Alternate Letter of Credit. The Borrower at its option may cause to be delivered to the Trustee, as a replacement for the Letter of Credit, an Alternate Letter of Credit ("Alternate Letter of Credit"). Any such Alternate Letter of Credit must be issued by a financial institution, must require such financial institution to pay when due, to and upon request of the Trustee, the same amounts as are payable under the initial Letter of Credit, must have an expiration date which is no earlier than the expiration date of the Letter of Credit being replaced and must have an effective date (the "Replacement Date") as set forth below. If the Refunding Bonds are bearing interest at other than the Fixed Interest Rate, the Borrower may, at its option, provide for the delivery to the Trustee of an Alternate Letter of Credit to take effect on a date selected by the Borrower (the "Replacement Date"). If the Refunding Bonds are bearing interest at the Weekly Interest Rate, the Replacement Date may be any date selected by the Borrower. If the Refunding Bonds are bearing interest at the One Month Interest Rate, Three Month Interest Rate, Six Month Interest Rate, One Year Interest Rate or Five Year Interest Rate, the Replacement Date shall be the Interest Rate Adjustment Date or the Fixed Interest Rate Commencement Date if the Bonds are to bear interest at the Fixed Interest Rate. If the Borrower is providing an Alternate Letter of Credit in connection with the conversion of the interest rate on the Refunding Bonds to the Fixed Interest Rate, the expiration date on the Alternate Letter of Credit shall not be earlier than the earlier of fifteen (15) days after the First Optional Redemption Date or ten (10) years and fifteen (15) days after the date of issuance of the Alternate Letter of Credit. Prior to the replacement of a Letter of Credit with an Alternate Letter of Credit, the Trustee shall give notice to the Holders and, if the Refunding Bonds are then rated by a Rating Service, to each Rating Service which then has a rating on the Refunding Bonds of such event and shall have received the following not less than forty-five (45) days prior to the Replacement Date:

Alternate Letter of Credit. The Borrower at its option Company may cause elect to be delivered replace any Letter of Credit with a new Letter of Credit conforming to the Trusteerequirements of Section 5.01(a). In addition, as if the method of determining interest on the Series 1997 Bonds is a replacement for Daily, Weekly or Commercial Paper Rate, the Company may elect to terminate the existing Letter of Credit (or elect not to replace an expiring Letter of Credit) by delivering to the Trustee at least 30 days before the end of the last full Interest Period before the termination or expiration of the Letter of Credit, an Alternate Letter a letter from each Rating Agency then rating the Series 1997 Bonds that the Series 1997 Bonds will be rated at least "A-1" or "P-1" (or its equivalent) after the termination or expiration of Credit ("Alternate the Letter of Credit. If such election is made, the Series 1997 Bonds will be called for redemption as described under the caption ")MANDATORY REDEMPTION UPON EXPIRATION OF LETTER OF CREDIT" in Section 8 of the Series 1997 Bonds. Any such Alternate Letter Notwithstanding anything to the contrary contained herein, (1) unless the requirements of Credit must the preceding paragraph are met, while the Series 1997 Bonds bear interest at a Daily, Weekly or Commercial Paper Rate, they shall be issued secured by a financial institution, must require such financial institution to pay when due, to and upon request of the Trustee, the same amounts as are payable under the initial Letter of Credit, must have an expiration date which is no earlier than and (2) if the expiration Series 1997 Bonds bear interest at a Long-Term Interest Rate, they shall not be secured or supported by a Letter of Credit or any other type of credit enhancement unless, immediately prior to the effective date of any change in the method of determining the interest rate on the Series 1997 Bonds from a Daily, Weekly or Commercial Paper Rate, the Remarketing Agent makes an objective determination in a certificate delivered to the Trustee that the present value of the cost of securing the Series 1997 Bonds with the Letter of Credit or any other type of credit enhancement (including the cost of paying interest on the Series 1997 Bonds at the expected interest rate and all fees associated with the Letter of Credit or any other type of credit enhancement) would be less than the cost of paying interest on the Series 1997 Bonds if it is not so secured (using as a discount rate the yield to maturity on the Series 1997 Bonds being replaced converted to a Long-Term Interest Rate and treating the fees paid and to be paid for the credit enhancement as interest on the Series 1997 Bonds). The Remarketing Agent is required in the event of a change from a Daily, Weekly or Commercial Paper Rate to a Long-Term Interest Rate to perform such analysis and, if present value savings would result under the above formula, must have an obtain the form of credit enhancement generating the greatest present value savings under the above formula. The provisions of this paragraph shall not apply if (i) the Series 1997 Bonds bore interest at a Long-Term Interest Rate on the day before the effective date of the change or (ii) a Favorable Opinion of Tax Counsel stating that this paragraph need not be applied to such change is delivered to the "Replacement Date") as set forth belowTrustee. If In addition, if a Long-Term Interest Rate will be in effect during the Refunding Bonds are bearing interest at other term of the current Letter of Credit, the Company may not furnish an alternate Letter of Credit with a stated expiration date earlier than the Fixed Interest Rate, stated expiration date in the Borrower may, at its option, provide for the Letter of Credit then in effect. Upon delivery to the Trustee of an Alternate Letter of Credit conforming to take effect on a date selected by the Borrower (requirements of this Section 5.01 and delivery of the "Replacement Date"opinions described in Section 5.01(c). If , then the Refunding Bonds are bearing interest at the Weekly Interest Rate, the Replacement Date may be any date selected by the Borrower. If the Refunding Bonds are bearing interest at the One Month Interest Rate, Three Month Interest Rate, Six Month Interest Rate, One Year Interest Rate or Five Year Interest Rate, the Replacement Date Trustee shall be the Interest Rate Adjustment Date or the Fixed Interest Rate Commencement Date if the Bonds are to bear interest at the Fixed Interest Rate. If the Borrower is providing an accept such Alternate Letter of Credit and promptly surrender for cancellation the previously held Letter of Credit to the issuer thereof in connection accordance with the conversion terms of the interest rate on the Refunding Bonds to the Fixed Interest Rate, the expiration date on the such Letter of Credit; PROVIDED that no delivery of such Alternate Letter of Credit shall be effective unless the Company has given written notice to the Trustee (a copy of which shall be delivered to the Bank providing the current Letter of Credit) not be earlier less than 45 days prior to such delivery of the earlier Company's intention to provide for delivery of fifteen (15) days after such Alternate Letter of Credit and the First Optional Redemption Date or ten (10) years and fifteen (15) days after the anticipated date of issuance such delivery. Upon receipt of such notice, the Trustee shall take all actions necessary to call the Series 1997 Bonds for mandatory redemption as described under the paragraph "MANDATORY REDEMPTION UPON DELIVERY OF AN ALTERNATE LETTER OF CREDIT" in Section 8 of the Series 1997 Bonds on the Interest Payment Date next preceding the proposed effective date of such Alternate Letter of Credit. Prior ; PROVIDED that the notice of such mandatory redemption shall state that it is subject to the replacement of a Letter of Credit with an Alternate Letter of Creditrescission, and the Trustee shall give rescind such notice to (unless the Holders and, if the Refunding Series 1997 Bonds are then rated by a Rating Service, subject to each Rating Service mandatory redemption as described under the paragraph "MANDATORY REDEMPTION UPON EXPIRATION OF LETTER OF CREDIT") if all of the requirements of this Section 5.01(b) are not met on or before the Interest Payment Date on which then has a rating on the Refunding Series 1997 Bonds of are subject to mandatory redemption as described under the paragraph "MANDATORY REDEMPTION UPON DELIVERY OF AN ALTERNATE LETTER OF CREDIT" (in which case such event and mandatory redemption shall have received not occur). Nothing in this Section 5.01(b) shall be construed to modify the following not less than forty-five (45) days prior provisions relating to the Replacement Date:redemption as described under the paragraph "MANDATORY REDEMPTION UPON EXPIRATION OF LETTER OF CREDIT" or Section 5.01(a).

Alternate Letter of Credit. The Borrower at its option may cause to be delivered to the Trustee, as a replacement for the Letter of Credit, an Alternate Letter of Credit ("Alternate Letter of Credit")initially expires September 15, 2003, or earlier as provided therein. Any such Alternate Letter of Credit must be issued by a financial institution, must require such financial institution to pay when due, to and upon request of the Trustee, the same amounts as are payable under the initial Letter of Credit, must have an expiration date which is no earlier than the expiration date of the Letter of Credit being replaced and must have an effective date (the "Replacement Date") as set forth below. If the Refunding Bonds are bearing interest at other than the Fixed Interest Rate, the The Borrower may, at its option, provide for the delivery to the Trustee of an Alternate Letter of Credit to take effect on a date selected by the Borrower (the "Replacement Date"). If the Refunding Project Bonds are bearing interest at the Weekly Interest Rate or the Fixed Interest Rate, the Replacement Date may be any date selected by the Borrower, provided, however, that such date allows the Trustee reasonable time to comply with the notice provisions of Section 2.06 hereof. If the Refunding Project Bonds are bearing interest at the One Month Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate or the Five Year Interest Rate, the Replacement Date shall be the (a) an Interest Rate Adjustment Date selected by the Borrower or (b) the Fixed Interest Rate Commencement Date if the Bonds are to bear interest at the Fixed Interest Rate. If Rate (provided, however, that such date allows the Borrower is providing an Alternate Letter of Credit in connection Trustee reasonable time to comply with the conversion notice provisions of the interest rate on the Refunding Bonds to the Fixed Interest Rate, the Section 2.06 hereof). The expiration date on of the Alternate Letter of Credit shall not be earlier than the later of the expiration date of the Letter of Credit being replaced and the date which is fifteen (15) days after the end of the Interest Rate Period applicable or to be applicable to the Project Bonds, or if the Project Bonds bear or are to bear interest at the Fixed Interest Rate, the expiration date of the Alternate Letter of Credit shall be not earlier of than fifteen (15) days after the First Optional Redemption Date or ten (10) years and fifteen (15) days after the date of issuance of the Alternate Letter of CreditDate. Prior to the replacement of a Letter of Credit with an Alternate Letter of Credit, the Trustee shall give notice to the Holders and, if the Refunding Project Bonds are then rated by a Rating Service, to each Rating Service which then has a rating on the Refunding Project Bonds of such event and shall have received the following not less than forty-five (45) days prior to the Replacement Date: (i) an opinion of counsel for the issuer of the Alternate Letter of Credit that it constitutes a legal, valid and binding obligation of the issuer in accordance with its terms; (ii) an opinion of counsel acceptable to the Trustee to the effect that payments under the Alternate Letter of Credit will not constitute voidable preferences in the event of a bankruptcy of the Borrower; (iii) an opinion of Bond Counsel that such replacement will not cause interest on the Project Bonds to become includable in gross income for federal income tax purposes; and (iv) the Alternate Letter of Credit.

Alternate Letter of Credit. The Borrower at its option may cause to be delivered to the Trustee, as a replacement for the Letter of Credit, an Alternate Letter of Credit ("Alternate Letter of Credit")expires December 31, 2002, or earlier as provided therein. Any such Alternate Letter of Credit must be issued by a financial institution, must require such financial institution to pay when due, to and upon request of the Trustee, the same amounts as are payable under the initial Letter of Credit, must have an expiration date which is no earlier than the expiration date of the Letter of Credit being replaced and must have an effective date (the "Replacement Date") as set forth below. If the Refunding Bonds are bearing interest at other than the Fixed Interest Rate, the The Borrower may, at its option, provide for the delivery to the Trustee of an Alternate Letter of Credit to take effect on a date selected by the Borrower (the "Replacement Date"). If the Refunding Project Bonds are bearing interest at the Weekly Interest Rate or the Fixed Interest Rate, the Replacement Date may be any date Interest Payment Date selected by the Borrower, provided, however, that such date allows the Trustee reasonable time to comply with the notice provisions 84 of Section 2.06 hereof. If the Refunding Project Bonds are bearing interest at the One Month Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate or the Five Year Interest Rate, the Replacement Date shall be the (i) an Interest Rate Adjustment Date selected by the Borrower or (ii) the Fixed Interest Rate Commencement Date if the Bonds are to bear interest at the Fixed Interest RateRate (provided, however, that such date allows the Trustee reasonable time to comply with the notice provisions of Section 2.06 hereof). If The expiration date of the Borrower is providing an Alternate Letter of Credit in connection with shall be not earlier than the conversion later of the expiration date of the Letter of Credit being replaced and the date which is fifteen (15) days after the end of the Interest Rate Period applicable or to be applicable to the Project Bonds, or if the Project Bonds bear or are to bear interest rate on the Refunding Bonds to at the Fixed Interest Rate, the expiration date on of the Alternate Letter of Credit shall be not be earlier than the earlier of fifteen (15) days after the First Optional Redemption Date or ten (10) years and fifteen (15) days after the date of issuance of the Alternate Letter of CreditDate. Prior to the replacement of a Letter of Credit with an Alternate Letter of Credit, the Trustee shall give notice to the Holders and, if the Refunding Project Bonds are then rated by a Rating Service, to each Rating Service which then has a rating on the Refunding Project Bonds of such event and shall have received the following not less than forty-five (45) days prior to the Replacement Date: (A) an opinion of counsel for the issuer of the Alternate Letter of Credit that it constitutes a legal, valid and binding obligation of the issuer in accordance with its terms; (B) an opinion of counsel acceptable to the Trustee to the effect that payments under the Alternate Letter of Credit will not constitute voidable preferences in the event of a bankruptcy of the Borrower; (C) an opinion of Bond Counsel that such replacement will not cause interest on the Project Bonds to become includable in gross income for federal income tax purposes; and (D) the Alternate Letter of Credit.