Common use of Letter of Credit; Alternate Letter of Credit Clause in Contracts

Letter of Credit; Alternate Letter of Credit. (a) The initial Letter of Credit issued by the Bank supporting the Bonds constitutes an irrevocable obligation of the Bank to pay to the Trustee, upon request and in accordance with the terms thereof, up to an amount equal to the sum of (i) the principal amount of the Bonds then Outstanding and (ii) an amount equal to interest for thirty-eight (38) days on the principal amount of each Bond then Outstanding at the rate of twelve per centum (12%) per annum. (b) The Borrower shall have the option from time to time to provide the Trustee with an Alternate Letter of Credit in accordance with the provisions of Section 4.11(e) of the Indenture provided that the Borrower shall so notify the Trustee and the Remarketing Agent in writing at least forty-five (45) days prior to the Substitution Date. If at any time there shall have been delivered to the Trustee an Alternate Letter of Credit and the other documents and opinions required by Section 4.11(e) of the Indenture, then the Trustee shall accept such Alternate Letter of Credit and, after making any necessary draws under the Letter of Credit to pay the Purchase Price of the Bonds pursuant to the Indenture, promptly surrender the previously held Letter of Credit to the issuer thereof for cancellation, in accordance with the terms of such Letter of Credit. If at any time there shall cease to be any Bonds Outstanding under the Indenture, the Trustee shall promptly surrender the Letter of Credit, if any, to the issuer thereof, in accordance with the terms of such Letter of Credit, for cancellation. The Trustee shall comply with the procedures set forth in the Letter of Credit relating to the termination thereof. (c) The Borrower shall notify the Trustee in writing at least forty-five (45) days prior to the Expiration Date that the Letter of Credit will terminate or be extended on such Expiration Date and as to whether the Borrower will provide the Trustee with an Alternate Letter of Credit. (d) The Borrower hereby reserves the right to cause a Credit Facility to be delivered to the Trustee with respect to Bonds in the Term Rate Mode or Fixed Rate Mode; provided that, no amendment to the Indenture, the Loan Agreement or the Note relating to such Credit Facility shall be made unless any such amendment is made in accordance with the Indenture and this Agreement.

Letter of Credit; Alternate Letter of Credit. (a) The initial Company shall provide for the delivery of the original Letter of Credit issued by to the Bank supporting Trustee simultaneously with the Bonds constitutes an irrevocable obligation initial issuance and delivery of the Bank to pay to the Trustee, upon request Series 2006 Bonds. The Company hereby authorizes and in accordance with the terms thereof, up to an amount equal to the sum of (i) the principal amount of the Bonds then Outstanding and (ii) an amount equal to interest for thirty-eight (38) days on the principal amount of each Bond then Outstanding at the rate of twelve per centum (12%) per annum. (b) The Borrower shall have the option from time to time to provide directs the Trustee with an Alternate to submit draws under the Letter of Credit in accordance with the provisions of Section 4.11(ethe Indenture to the extent necessary to pay the Purchase Price with respect to the Bonds as and when due and, if the Letter of Credit is not a Liquidity Facility, the principal of and interest on the Bonds when due. (b) The Company shall cause the Letter of Credit to be maintained in full force and effect (except when not required pursuant to Article V of the Indenture provided that the Borrower shall so notify the Trustee and the Remarketing Agent Indenture) in writing at least forty-five (45) days prior an amount equal to the Substitution Date. If at any time there shall principal amount of the Outstanding Bonds plus the amount required for payment of interest and premium, if any, thereon as required by Section 503 of the Indenture, until all of the Bonds have been delivered paid in full or their payment provided for in accordance with Article XI of the Indenture. When required by Article V of the Indenture, the Company will exercise its best efforts to extend the Trustee term of the Letter of Credit currently in effect or to cause an Alternate Letter of Credit to be delivered by the Credit Bank to the Trustee not less than 30 days prior to the termination date of the Letter of Credit then in effect pursuant to the provisions of Section 502 of the Indenture. The Company may at any time, subject to any applicable provisions of the Credit Agreement, arrange for the substitution of an Alternate Letter of Credit for an existing Letter of Credit, and the other documents Trustee is to accept any Alternate Letter of Credit, subject to the limitations and opinions upon the conditions contained in Section 502 of the Indenture. (c) The Company shall give written notice to the Issuer, the Trustee, the Tender Agent and each Rating Service maintaining a rating on the Bonds not less than 60 days prior to the expiration or termination date of the Letter of Credit then in effect, specifying that the Company intends to replace the existing Letter of Credit with an Alternate Letter of Credit on or before the expiration of the Letter of Credit then in effect, except when a Letter of Credit is not required by Section 4.11(eunder Article V of the Indenture. (d) Except when not required under Article V of the Indenture, then the Company shall cause to be delivered to the Trustee shall accept not less than 30 days prior to the expiration or termination date of the existing Letter of Credit (1) an Alternate Letter of Credit that is effective as of a date on or prior to the date of expiration of the then existing Letter of Credit, and (2) written notice from each Rating Service maintaining a rating on the Bonds stating whether the substitution of such Alternate Letter of Credit andwill result in a reduction or withdrawal of the rating then in effect on the Bonds. The Bonds will be subject to mandatory tender as provided in the Indenture, after making if either a Liquidity Facility is being provided in substitution for a Letter of Credit that is not a Liquidity Facility or such written notice from any necessary draws Rating Service then having a rating in effect for the Bonds states that the replacement of the current Letter of Credit with the proposed Alternate Letter of Credit will result in a withdrawal or reduction of the Rating Service's then current rating for the Bonds. (e) Except when a Letter of Credit is not required under Article V of the Indenture, when the Bonds are in a Daily, Weekly, Commercial Paper or Long-Term Rate Period, the Company shall exercise its best efforts to arrange for the delivery to the Trustee of an Alternate Letter of Credit to replace any Letter of Credit then in effect upon the expiration thereof prior to the end of any such rate period or upon the occurrence of any of the following events or circumstances: (1) If the Credit Bank has rescinded, terminated or repudiated the Letter of Credit contrary to the terms of the Letter of Credit, or the Letter of Credit for any reason ceases to be valid and binding on the Credit Bank or is declared to be null and void, or the validity or enforceability of any provision of the Letter of Credit is denied by the Credit Bank or any governmental agency or authority, or the Credit Bank is denying further liability or obligation under the Letter of Credit, in all of the above cases contrary to the terms of the Letter of Credit. (2) If the Credit Bank shall not extend the stated termination date with respect to the current Letter of Credit then in effect, but the term of such Alternate Letter of Credit need not (but may) begin prior to the stated termination date of the current Letter of Credit then in effect. The Company shall not terminate the current Letter of Credit and Credit Agreement until the term of the Alternate Letter of Credit has begun. (3) Receipt by the Trustee of written notice from the Credit Bank that an "event of default" as such term is defined in the Credit Agreement has occurred and is continuing under the Credit Agreement and a direction to effect a mandatory tender of the Bonds. (4) The Credit Bank has wrongfully failed to honor a properly presented draw made under and in compliance with the terms of the Letter of Credit which failure has not been cured. (5) Receipt by the Trustee, within 10 days following a drawing under the Letter of Credit to pay interest on the Purchase Price Bonds on the due date, of written notice from the Credit Bank that the Credit Bank has not been reimbursed for such drawing on the Letter of Credit and the amount for such drawing has not been reinstated and directing mandatory tender of the Bonds pursuant Bonds. (f) On or prior to the Indentureeffective date of any Alternate Letter of Credit, promptly surrender the previously held Company shall furnish to the Issuer and the Trustee: (1) an Opinion of Counsel stating that delivery of such Alternate Letter of Credit to the Trustee is authorized under this Indenture, and complies with the terms hereof, (2) an Opinion of Counsel from counsel to the Credit Bank issuing such Alternate Letter of Credit to the effect that the Alternate Letter of Credit is a valid and binding obligation of such issuer thereof for cancellationor provider, enforceable in accordance with its terms, subject to customary exceptions relating to bankruptcy and insolvency, and (3) an Opinion of Bond Counsel, which shall also be addressed and delivered to the terms Issuer, stating that the delivery of such Alternate Letter of Credit. If at any time there shall cease Credit to be any Bonds Outstanding the Trustee is authorized under the Indenture, the Trustee shall promptly surrender the Letter of Credit, if any, to the issuer thereof, in accordance Indenture and complies with the terms thereof and does not adversely affect the tax-exempt status of such Letter of Credit, for cancellation. The Trustee shall comply with the procedures set forth in interest on the Letter of Credit relating to the termination thereofBonds. (c) The Borrower shall notify the Trustee in writing at least forty-five (45) days prior to the Expiration Date that the Letter of Credit will terminate or be extended on such Expiration Date and as to whether the Borrower will provide the Trustee with an Alternate Letter of Credit. (d) The Borrower hereby reserves the right to cause a Credit Facility to be delivered to the Trustee with respect to Bonds in the Term Rate Mode or Fixed Rate Mode; provided that, no amendment to the Indenture, the Loan Agreement or the Note relating to such Credit Facility shall be made unless any such amendment is made in accordance with the Indenture and this Agreement.

Letter of Credit; Alternate Letter of Credit. Mesaba shall cause the Letter of Credit to be delivered to the Trustee on or before the Effective Date. The Letter of Credit shall (a) The initial Letter of Credit issued by the Bank supporting the Bonds constitutes an irrevocable obligation of the Bank to pay to the Trustee, upon request and be in accordance with the terms thereof, up to an amount equal to the sum of (i) not less than the principal amount of the Bonds then Outstanding and (ii) outstanding from time to time, plus an amount equal to any premium (excluding the Conditional Supplemental Premium) which may be payable upon prior redemption of the Bonds, plus 195 days’ interest for thirty-eight (38) days on the principal amount of each Bond then Outstanding at the rate of twelve per centum (12%) per annum. such outstanding Bonds; (b) The Borrower shall have the option from time to time to provide the Trustee with an Alternate Letter of Credit for payment within one (1) Business Day in accordance with the provisions of Section 4.11(e) of the Indenture provided that the Borrower shall so notify the Trustee and the Remarketing Agent in writing at least forty-five (45) days prior to the Substitution Date. If at any time there shall have been delivered immediately available funds to the Trustee an Alternate Letter of Credit and the other documents and opinions required by Section 4.11(e) upon receipt of the Indenture, then the Trustee shall accept such Alternate Letter of Credit and, after making any necessary draws under the Letter of Credit to pay the Purchase Price of the Bonds pursuant to the Indenture, promptly surrender the previously held Letter of Credit to the issuer thereof for cancellationTrustee’s request, in accordance with the terms of such Letter of Credit. If at any time there shall cease to be any Bonds Outstanding under the Indenture, the Trustee shall promptly surrender the Letter of Credit, for payment of principal, premium, if anyany (excluding the Conditional Supplemental Premium), and interest on the Bonds then coming due and payable pursuant to the issuer thereofOrdinance; (c) provide for multiple drawings and (d) provide an expiration date no earlier than the earliest of (i) the date on which the Bank honors the last drawing available to be made thereunder, in accordance with (ii) payment of all amounts available for drawing under the terms of such Letter of Credit, (iii) the date on which the Bonds are discharged, redeemed or paid in full; (iv) the date on which the Bank is notified in writing by the Trustee that an Alternate Letter of Credit has been substituted for cancellation. The Trustee shall comply with the procedures set forth Letter of Credit and has become effective; (v) the 30th day following the earlier of (A) the date on which any Interest Drawing (as defined in the Letter of Credit relating to Credit) is deemed not reinstated, or (B) the termination thereof. (c) The Borrower shall notify Trustee’s actual receipt of notice from the Bank that an Event of Default has occurred under the Reimbursement Agreement and directing the Trustee in writing to redeem the Bonds; and (vi) June 1, 1995, or if not a Business Day, the first Business Day thereafter. Mesaba may, at least forty-five (45) days prior to the Expiration Date that the Letter of Credit will terminate or be extended on such Expiration Date and as to whether the Borrower will any time, provide the Trustee with an Alternate Letter of Credit. (d) . The Borrower hereby reserves Trustee shall be required to give written notice of acceptance of the right Alternate Letter of Credit to cause a Credit Facility to be delivered all holders of Bonds and to the Trustee with respect to Bonds in Bank within thirty (30) days following the Term Rate Mode or Fixed Rate Mode; provided that, no amendment to acceptance of the Indenture, Alternate Letter of Credit. After acceptance of the Loan Agreement or Alternate Letter of Credit the Note relating to such original Letter of Credit Facility shall be made unless any such amendment is made in accordance with the Indenture and this Agreementreturned to its issuer.

Letter of Credit; Alternate Letter of Credit. (a) The initial Borrower shall cause the Original Letter of Credit issued by the Bank supporting the Bonds constitutes an irrevocable obligation of the Bank to pay be delivered to the Trustee, upon request and in accordance with Trustee on or before the terms thereof, up to an amount equal to Issue Date. The Original Letter of Credit shall terminate no earlier than the sum earliest of (i) the principal amount payment in full by the Bank of funds authorized to be drawn thereunder, (ii) the surrender of the Letter of Credit by the Trustee to the Bank for cancellation as a result of (A) the payment in full of the Bonds then Outstanding pursuant to the provisions of the Indenture, or (B) the acceptance by the Trustee of an Alternate Letter of Credit, as certified by the Trustee to the Bank, (iii) August 15, 2003, (iv) the Business Day following the Conversion Date, or (v) the fifteenth calendar day following delivery to the Trustee of a direction by the Bank under Section 602 of the Indenture to declare the Bonds due and (ii) an amount equal to interest for thirty-eight (38) days on the principal amount of each Bond then Outstanding at the rate of twelve per centum (12%) per annumpayable which has not been rescinded. (bi) The Borrower shall have the option right at any time and from time to time (but is not obligated) during the Variable Rate Period to provide arrange for the Trustee with renewal, reissuance or extension of any Letter of Credit. Any renewal, reissuance or extension shall be for a period of at least one year and shall expire on an August 15. Any extension or renewal of the Letter of Credit during the Variable Rate Period shall not be required to be accompanied by the documentation required for an Alternate Letter of Credit as described in accordance with Section 3.7(b)(ii) below. (ii) At any time during the provisions of Variable Rate Period upon at least 45 days prior written notice to the Trustee, the Borrower may, at its option, so long as it has not delivered a Conversion Notice pursuant to Section 4.11(e204(a) of the Indenture provided that the Borrower shall so notify the Trustee and the Remarketing Agent in writing at least forty-five (45) days prior to the Substitution Date. If at any time there shall have been delivered to the Trustee Indenture, provide for delivery of an Alternate Letter of Credit which shall be effective on the date such Alternate Letter of Credit is accepted by the Trustee in accordance herewith. Any Alternate Letter of Credit shall be issued by a commercial bank, federal savings bank or savings and loan association organized under the other documents and opinions required by Section 4.11(e) laws of the IndentureUnited States or any state of the United States or the District of Columbia or a branch or agency of a foreign commercial bank located in the United States that is subject to regulation by state or federal banking regulatory authorities. The Alternate Letter of Credit shall have the same terms as, then and shall be in substantially the form of, the Original Letter of Credit, except that the Alternate Letter of Credit shall be for a period of at least one year and shall expire on an August 15. On or before the date of delivery of any Alternate Letter of Credit to the Trustee, as a condition of acceptance of any Alternate Letter of Credit by the Trustee, the Borrower shall furnish to the Trustee: (A) an opinion of Bond Counsel stating to the effect that the delivery of such Alternate Letter of Credit is authorized under and complies with this Section 3.7 and that the delivery of the Alternate Letter of Credit will not in itself result in the loss of the exclusion of the interest on the Bonds from gross income for federal income tax purposes; (B) an opinion of Counsel stating to the effect that (1) the Alternate Letter of Credit is a binding and enforceable obligation of the issuer thereof (except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and (b) the availability of equitable remedies, including specific performance and injunctive relief), (2) payments thereunder will not constitute a voidable preference under the United States Bankruptcy Code in the event of a filing of a petition in bankruptcy by or against the Borrower or the Issuer, and (3) the issuer thereof is a commercial bank, federal savings bank or savings and loan association organized under the laws of the United States or any state of the United States or the District of Columbia or is a branch or agency of a foreign commercial bank located under the laws of the United States or any state of the United States or the District of Columbia and subject to regulation by state or federal banking regulatory authorities; (C) evidence that the long-term unsecured debt of the issuer of the Alternate Credit Facility is rated not lower than Aa3 by Xxxxx'x Investors Service or AA- by Standard & Poor's Ratings Services and, in any event, not lower than the credit rating of the long-term unsecured debt of the issuer of the Letter of Credit being replaced; and (D) if, at the time of issuance of the Alternate Credit Facility, the Bonds are rated by any Rating Agency, written evidence that the delivery of the Alternate Credit Facility will not result in a lowering or withdrawal of such rating. In the case of an Alternate Letter of Credit issued by a branch or agency of a foreign commercial bank there shall also be delivered an opinion of Counsel satisfactory to the Trustee and licensed to practice law in the jurisdiction in which the head office of such bank is located, to the effect that the Alternate Letter of Credit is the legal, valid and binding obligation of such bank enforceable in accordance with its terms. (iii) Upon receipt of such documentation, the Trustee shall accept such Alternate Letter of Credit andCredit, after making any necessary draws under surrender the previous Letter of Credit, and shall give notice thereof, all as set forth in Section 309 of the Indenture. (i) On the Business Day immediately preceding the Conversion Date, the Borrower shall cause to be delivered to the Trustee: (A) an amendment to the Letter of Credit to pay or an Alternate Letter of Credit, which Letter of Credit as amended or Alternate Letter of Credit, as the Purchase Price case may be, (1) shall have the same terms as, and shall be in substantially the form of, the Original Letter of Credit, except that it shall provide for the payment of the outstanding principal, any redemption premium and up to 210 days' interest (based on a 360 day year) payable with respect to the Bonds after the Conversion Date and except that it need not have any provisions relating to a Liquidity Drawing, (2) shall be effective on the Conversion Date, (3) shall be for a period of at least five years after the Conversion Date or the remaining term of the Bonds, whichever is less, and (4) shall expire on an August 15; (B) an opinion of Bond Counsel stating to the effect that the delivery of the amendment to the Letter of Credit then in effect or Alternate Letter of Credit, as the case may be, is authorized under and complies with this Section 3.7(c) and that the delivery of the amendment to the Letter of Credit or Alternate Letter of Credit will not result in the loss of the exclusion of the interest on the Bonds from gross income for federal income tax purposes; (C) an opinion of Counsel stating to the effect that (1) the Letter of Credit as amended or the Alternate Letter of Credit, as the case may be, is a binding and enforceable obligation of the issuer thereof (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and the availability of equitable remedies, including specific performance and injunctive relief), (2) payments thereunder will not constitute a voidable preference under the United States Bankruptcy Code in the event of a filing of a petition in bankruptcy by or against the Borrower or the Issuer, and (3) the issuer thereof is a commercial bank, federal savings bank or savings and loan association organized under the laws of the United States or any state of the United States or the District of Columbia or is a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities; and (D) evidence that the senior debt obligations or comparable credit facilities of the issuer of the Letter of Credit as amended or Alternate Letter of Credit, as the case may be, are rated by a Rating Agency not less than "A." In the case of a Letter of Credit or an Alternate Letter of Credit, as the case may be, issued by a branch or agency of a foreign commercial bank there shall also be delivered an opinion of counsel satisfactory to the Trustee and licensed to practice law in the jurisdiction in which the head office of such bank is located, to the effect that the Letter of Credit as amended or Alternate Letter of Credit, as the case may be, is the legal, valid and binding obligation of such bank enforceable in accordance with its terms. (ii) The Borrower shall have the right (but is not obligated) after the Conversion Date to arrange for the renewal, reissuance or extension of the Letter of Credit then in effect. Any renewal, reissuance or extension shall be for a period of at least five years or the remaining term of the Bonds, whichever is less, and shall expire on an August 15. Any extension or renewal of the Letter of Credit during the Fixed Rate Period shall not be required to be accompanied by the documentation required for an Alternate Letter of Credit as described in Section 3.7(c)(iii). (iii) At any time after the Conversion Date upon at least 45 days prior written notice to the Trustee, the Borrower may, at its option, provide for delivery of an Alternate Letter of Credit which shall be effective on the date such Alternate Letter of Credit is accepted by the Trustee in accordance herewith. Any Alternate Letter of Credit shall be issued by a commercial bank, federal savings bank or savings and loan association organized under the laws of the United States or any state of the United States or the District of Columbia or a branch or agency of a foreign commercial bank located in the United States that is subject to regulation by state or federal banking regulatory authorities. The Alternate Letter of Credit shall have the same terms as and shall be in substantially the form of, the amended Letter of Credit or Alternate Letter of Credit, as the case may be, delivered pursuant to Section 3.7(c) (i) except that such Alternate Letter of Credit shall be for a period of at least five years or the Indentureremaining term of the Bonds, promptly surrender whichever is less, and shall expire on an August 15. On or before the previously held date of delivery of any Alternate Letter of Credit to the Trustee, as a condition of acceptance of any Alternate Letter of Credit by the Trustee, the Borrower shall furnish to the Trustee: (A) an opinion of Bond Counsel stating to the effect that the delivery of the Alternate Letter of Credit is authorized under and complies with this Section 3.7(c) and that the delivery of the Alternate Letter of Credit will not result in the loss of the exclusion of the interest on the Bonds from gross income for federal income tax purposes; (B) an opinion of Counsel stating to the effect that (1) the Alternate Letter of Credit is a binding and enforceable obligation of the issuer thereof for cancellation(except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and the availability of equitable remedies, including specific performance and injunctive relief), (2) payments thereunder will not constitute a voidable preference under the United States Bankruptcy Code in the event of a filing of a petition in bankruptcy by or against the Borrower or the Issuer, and (3) the issuer thereof is a commercial bank, federal savings bank or savings and loan association organized under the laws of the United States or any state of the United States or the District of Columbia or is a branch or agency of a foreign commercial bank located and doing business in the United States that is subject to regulation by state or federal banking regulatory authorities; and (C) evidence that the senior debt obligations or comparable credit facilities of the issuer of the Alternate Letter of Credit is rated by a Rating Agency at least equal to the greater of (1) the rating of the senior debt obligations or comparable credit facilities of the issuer of the then existing Letter of Credit or (2) " A. In the case of an Alternate Letter of Credit issued by a branch or agency of a foreign commercial bank there shall also be delivered an opinion of counsel satisfactory to the Trustee and licensed to practice law in the jurisdiction in which the head office of such bank is located, to the effect that the Alternate Letter of Credit is the legal, valid and binding obligation of such bank enforceable in accordance with its terms. (d) Notwithstanding any provision to the terms of such Letter of Credit. If at any time there shall cease to be contrary herein, for so long as any Bonds are Outstanding under the Indenture, the Trustee shall promptly surrender the Letter of Credit, if any, to the issuer thereof, in accordance with the terms of such Letter of Credit, for cancellation. The Trustee shall comply with the procedures set forth in the a Letter of Credit relating to the termination thereof. (c) The Borrower shall notify the Trustee in writing at least forty-five (45) days prior to the Expiration Date that the or Alternate Letter of Credit will terminate or be extended on such Expiration Date meeting the requirements set forth herein and as to whether the Borrower will provide the Trustee with an Alternate Letter of Credit. (d) The Borrower hereby reserves the right to cause a Credit Facility to be delivered to the Trustee with respect to Bonds in the Term Rate Mode or Fixed Rate Mode; provided that, no amendment to the Indenture, the Loan Agreement or the Note relating to such Credit Facility Indenture shall be made unless any such amendment is made in accordance with the Indenture and this Agreementeffect at all times.