DOCSLIB.ORG

Standby Letter of Credit and Reimbursement Agreement

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Standby Letter of Credit and Reimbursement Agreement STANDBY LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT Dated as of November 1, 2011 By and Between TEXAS PUBLIC FINANCE AUTHORITY and SUMITOMO MITSUI BANKING CORPORATION, acting through its New York Branch Relating to $150,000,000 Texas Public Finance Authority General Obligation Commercial Paper Notes Series 2008 12559553.6 HOU:3163387.5 TABLE OF CONTENTS SECTION 1.1 Certain Defined Terms .................................................................................... 1 SECTION 1.2 Accounting Terms and Determinations .......................................................... 8 SECTION 1.3 Rules of Construction ..................................................................................... 9 ARTICLE II LETTER OF CREDIT, ADVANCES AND LOANS ............................................... 9 SECTION 2.1 Issuance of Letter of Credit and Advances ..................................................... 9 SECTION 2.2 Term Loan. .................................................................................................... 10 SECTION 2.3 Interest on Overdue Amounts ....................................................................... 11 SECTION 2.4 Interest Rate Adjustment............................................................................... 11 SECTION 2.5 Prepayments of Advances and Loans ........................................................... 12 SECTION 2.6 Termination or Reduction of Available Amount .......................................... 13 SECTION 2.7 Increased Costs/Change in Laws .................................................................. 13 SECTION 2.8 Reserved ........................................................................................................ 15 SECTION 2.9 Payments and Computations ......................................................................... 15 SECTION 2.10 Payment on Non-Business Days .................................................................. 16 SECTION 2.11 Book Entries ................................................................................................. 16 SECTION 2.12 Taxes. ........................................................................................................... 16 ARTICLE III CONDITIONS PRECEDENT ............................................................................... 17 SECTION 3.1 Conditions Precedent to Issuance of Letter of Credit ................................... 17 SECTION 3.2 Conditions Precedent to Each Drawing or Advance ..................................... 19 SECTION 3.3 Conditions Precedent to Term Loan ............................................................. 19 ARTICLE IV FEES ...................................................................................................................... 20 SECTION 4.1 Fee Agreement .............................................................................................. 20 ARTICLE V OBLIGATIONS ABSOLUTE ................................................................................ 20 ARTICLE VI REPRESENTATIONS AND WARRANTIES ..................................................... 21 SECTION 6.1 Due Existence ............................................................................................... 21 SECTION 6.2 Authorization; No Conflict ........................................................................... 21 SECTION 6.3 Valid and Binding Nature ............................................................................. 21 SECTION 6.4 Litigation and Contingent Liabilities ............................................................ 21 SECTION 6.5 Governmental Approvals .............................................................................. 22 SECTION 6.6 Offering Memorandum ................................................................................. 22 SECTION 6.7 No Default ..................................................................................................... 22 SECTION 6.8 Full Disclosure .............................................................................................. 22 SECTION 6.9 Compliance of Agreement and Transaction Documents; No Defaults or Events of Default ...................................................................................................................... 22 SECTION 6.10 Compliance with Law and Related Documents ........................................... 23 SECTION 6.11 Accuracy and Completeness of Other Information ...................................... 23 SECTION 6.12 Representations and Warranties Contained in the Transaction Documents 23 SECTION 6.13 Pending Legislation and Decisions .............................................................. 23 SECTION 6.14 Federal Reserve Board Regulations ............................................................. 23 SECTION 6.15 Interest .......................................................................................................... 23 - i - HOU:3163387.5 SECTION 6.16 Tax-Exempt Status ....................................................................................... 23 SECTION 6.17 Fiscal Biennium ........................................................................................... 23 SECTION 6.18 Commercial Paper Notes ............................................................................. 24 SECTION 6.19 Parity Obligation .......................................................................................... 24 SECTION 6.20 Environmental Matters ................................................................................. 24 ARTICLE VII COVENANTS ...................................................................................................... 24 SECTION 7.1 Reporting Requirements ............................................................................... 24 SECTION 7.2 Accounting Records ...................................................................................... 25 SECTION 7.3 Reserved ........................................................................................................ 25 SECTION 7.4 Payments ....................................................................................................... 25 SECTION 7.5 Security and Pledge....................................................................................... 25 SECTION 7.6 Punctual Payment.......................................................................................... 26 SECTION 7.7 Use of Proceeds............................................................................................. 26 SECTION 7.8 Other Bank Facilities .................................................................................... 26 SECTION 7.9 Notices to Rating Agencies ........................................................................... 26 SECTION 7.10 Performance of Transaction Documents ...................................................... 26 SECTION 7.11 Notice of Certain Events .............................................................................. 26 SECTION 7.12 Maintenance of Issuing and Paying Agent and Dealer ................................ 26 SECTION 7.13 No Conflicting Agreements ......................................................................... 27 SECTION 7.14 Amendments to Transaction Documents ..................................................... 27 SECTION 7.15 Total Outstanding ......................................................................................... 27 SECTION 7.16 Tax Exemption ............................................................................................. 27 SECTION 7.17 Offering Memorandum ................................................................................ 27 SECTION 7.18 Further Assurance ........................................................................................ 27 SECTION 7.19 Ratings ......................................................................................................... 27 SECTION 7.20 Most Favored Nations Clause ...................................................................... 27 SECTION 7.21 Acceleration Remedy ................................................................................... 28 SECTION 7.22 Notices ......................................................................................................... 28 SECTION 7.23 Inspection of Books ..................................................................................... 28 SECTION 7.24 Compliance with Laws, Etc ......................................................................... 28 SECTION 7.25 Covenants Contained in the Transaction Documents .................................. 28 SECTION 7.26 Alternate Agreement .................................................................................... 28 SECTION 7.27 Federal Reserve Board Regulations ............................................................. 28 SECTION 7.28 Remarketing ................................................................................................. 29 ARTICLE VIII EVENTS OF DEFAULT, REMEDIES .............................................................. 29 SECTION 8.1 Events of Default .......................................................................................... 29 SECTION 8.2 Remedies. ...................................................................................................... 32 SECTION 8.3 No Remedy Exclusive................................................................................... 34 ARTICLE IX MISCELLANEOUS .............................................................................................
Load more

Recommended publications
  • Volcker Rule Compliance, I Strongly Oppose the Agencies’ Proposal Because It Streamlines the Wrong Priorities of §619 of the Dodd-Frank Volcker Rule (The Rule)
    BIG DATA | BIG PICTURE | BIG OPPORTUNITIES We see big to continuously boil down the essential improvements until you achieve sustainable growth! 617.237.6111 [email protected] databoiler.com October 16, 2018 Attention to: Ms. Ann E. Misback, Secretary, Board of Governors of the Federal Reserve System (FED) Mr. Brent J. Fields, Secretary, Securities and Exchange Commission (SEC) Mr. Christopher Kirkpatrick, Secretary, Commodity Futures Trading Commission (CFTC) Mr. Robert E. Feldman, Executive Secretary, Federal Deposit Insurance Corporation (FDIC) Legislative and Regulatory Activities Division, Office of the Comptroller of the Currency (OCC) Email: [email protected]; [email protected]; [email protected]; [email protected] Subject: Restrictions on Proprietary Trading and Certain Interests in, and Relationships with, Hedge Funds and Private Equity Funds Agency Docket No./ File No. RIN DEPARTMENT OF TREASURY - OCC OCC-2018-0010 1557-AE27 FED R-1608 7100-AF 06 FDIC 3064-AE67 SEC S7-14-18 3235-AM10 CFTC 3038-AE72 On behalf of Data Boiler Technologies, I am pleased to provide the FED, SEC, CFTC, FDIC, and OCC (collectively, the “Agencies”) with comments regarding the proposal to revise section 13 of the Bank Holding Company Act (a.k.a. Volcker Revision).1 As a former banker and currently an entrepreneurial inventor of a suite of patent pending solutions for Volcker Rule compliance, I strongly oppose the Agencies’ proposal because it streamlines the wrong priorities of §619 of the Dodd-Frank Volcker Rule (the
    [Show full text]
  • Letter of Credit Engagements
    Email Letters of Credit Engagements—Transactions, Forms, Litigation, [email protected] and Other Disputes Web Site www.mosessinger.com Transactions and Forms Banking and Finance Represented money center banks as agent and issuing bank on syndicated loan Michael Evan Avidon and letter of credit facilities for various borrowers, including U.S. and international Viktoria Dallendorfer* real estate opportunity funds, international distressed debt funds, private equity Steven J. Glaser funds, an automobile distributor, U.S. and foreign manufacturers, real estate Albert P. Pacelli investment trusts, and others. Paul M. Roder Represented U.S. banks and New York branches of major foreign banks as Howard L. Siegel issuers of letters of credit supporting project finance, industrial development Thomas Volet bonds, insurance obligations of U.S. and foreign insurers and reinsurers, installment sales of timber and land, commercial paper programs, adverse Litigation and Insolvency judgments, and other underlying obligations. Shari Alexander Represented various U.S. banks, New York branches of major foreign banks, and Alan Kolod large pension funds in connection with dozens of transactions involving the Lawrence L. Ginsburg issuance of letters of credit and/or standby bond purchase agreements David Lackowitz supporting tax-exempt variable rate demand bonds issued by state, municipal, Mark N. Parry and private tax-exempt entities. David Rabinowitz Represented global commercial bank in connection with the provision of white- Philippe A. Zimmerman label letter of credit and collection operations services to a U.S. national bank subsidiary of a global bank holding company. *Of Counsel Represented global commercial bank in connection with the provision of white- label letter of credit and collection operations services to a U.S.
    [Show full text]
  • 116 Annual Report 2017 Strategic Report Directors’ Report Directors’
    RISK REVIEW AND CAPITAL REVIEW Standard Chartered 116 Annual Report 2017 Strategic report Strategic Directors’ report Risk review and RISK REVIEW AND CAPITAL REVIEW Capital review SEEING IS BELIEVING 118 Risk index 120 Risk update Helping tackle 122 Risk profi le 160 Risk management approach avoidable blindness 183 Capital review Financial statements Financial Eleven-year-old Safi ra lives in Indonesia with her parents and family, and dreams of becoming a doctor. This dream was threatened, however, when cataracts started to affect her ability to participate in school. Access to treatment funded by Seeing is Believing (SiB) – our global initiative to tackle avoidable blindness and visual impairment – has restored Safi ra’s eyesight, and she now takes part in her lessons, and is able to ride her bike and play with her friends. Safi ra is one of thousands of children who have benefi ted from SiB’s focus on child eye health in 2017. “An estimated 19 million children information Supplementary worldwide are visually impaired, with 12 million simply requiring a pair of spectacles to correct their sight.” An estimated 19 million children worldwide are visually impaired, and of these, 12 million are simply suffering from refractive error and require a pair of spectacles to correct their sight. Seeing is Believing has committed 25 per cent of its $100 million fundraising target to treat childhood blindness and visual impairment. In 2017, SiB supported child eye health projects in Africa, China and Indonesia, and a project to reduce blindness caused by retinopathy of prematurity in India, in conjunction with the Queen Elizabeth Diamond Jubilee Trust.
    [Show full text]
  • Letter of Credit for Subdivision Or Improvement Agreements
    SAMPLE FORM FOR LETTER OF CREDIT FOR SUBDIVISION OR IMPROVEMENT AGREEMENTS [On Bank’s Letterhead] BENEFICIARY: City of Antioch Effective Date: Attn: Community Development Director P.O. Box 5007 Expiration Date: Antioch, CA 94531-5007 [Letter of Credit shall be renewed automatically as set forth below and shall not expire any earlier than 45 days after the filing of Notice of Completion for the project] Amount: $ APPLICANT: RE: Project Name IRREVOCABLE STANDBY LETTER OF CREDIT NO. We hereby establish our irrevocable Letter of Credit in favor of the City of Antioch for an amount not exceeding the aggregate ($ ) U.S. dollars available by your drafts drawn at sight on us at [Note: confirm a local bank authorized to do business in State of California] and accompanied by the document specified below: Page 1 of 2 Letter signed by the Director of Public Works or City Engineer that the Applicant is in default of its obligations to faithfully perform the conditions of approval for the project and/or the terms of the agreement(s) set forth below, including but not limited to completion of certain improvements or work and obligations to subcontractors and suppliers under California statutes: [Note: list applicable agreements here] Upon demand, the funds in the above-designated amount, or such partial amount of said funds as are demanded, shall be made available to the City of Antioch. Partial drawing on the funds established herein shall be permitted no more frequently than every calendar month. This Letter of Credit shall not expire until 45 days after the filing of a Notice of Completion and shall be automatically extended without amendment for additional periods of one year from the present or any future expiration date hereof unless sixty (60) days prior to any such date we shall notify the Director of Community Development and City Attorney by registered mail that we elect not to consider this Letter of Credit renewed for any such additional period.
    [Show full text]
  • The Law Applicable to International Letters of Credit
    Volume 11 Issue 4 Article 9 1966 The Law Applicable to International Letters of Credit Roger J. Gewolb Follow this and additional works at: https://digitalcommons.law.villanova.edu/vlr Part of the Banking and Finance Law Commons, Commercial Law Commons, and the Contracts Commons Recommended Citation Roger J. Gewolb, The Law Applicable to International Letters of Credit, 11 Vill. L. Rev. 742 (1966). Available at: https://digitalcommons.law.villanova.edu/vlr/vol11/iss4/9 This Article is brought to you for free and open access by Villanova University Charles Widger School of Law Digital Repository. It has been accepted for inclusion in Villanova Law Review by an authorized editor of Villanova University Charles Widger School of Law Digital Repository. Gewolb: The Law Applicable to International Letters of Credit [VOL. 11: p. 742 THE LAW APPLICABLE TO INTERNATIONAL LETTERS OF CREDIT By ROGER J. GEWOLBt A LETTER OF CREDIT (or "credit") is one of the most flexible payment devices known to the business world. Credits are fre- quently used to effect payment in international sales contracts and are often the means of financing production under such contracts.' Al- though credits are by no means new to bankers and businessmen, no statutory law and very little case law specifically dealt with the subject before the appearance of the Uniform Commercial Code. Any sale in an international context necessarily raises problems of the choice of an applicable law. It can not be assumed that the Code will govern all rights and duties of the parties to a credit transaction where some of the parties conduct their businesses in a foreign country.
    [Show full text]
  • MODERN CREDIT RISK MANAGEMENT Theory and Practice
    MODERN CREDIT RISK MANAGEMENT Theory and Practice PANAYIOTA KOULAFETIS Modern Credit Risk Management This book is a useful compendium of concepts, tools and techniques in the broad area of credit risk management, firmly embedded in the institutional setting of financial instruments, institutions, and markets. While some parts of this topic are also acces- sible in other books, I have not come across any other volume with this breadth of coverage. The book is also unique in its detailed treatment of the approaches of the major credit rating agencies, which continue to play a major role in the financial world. The hand of someone who is equally at home with the academic literature and the world of credit rating agencies and financial markets is clearly evident throughout the book. Dr. Koulafetis deserves to be congratulated for putting this book together. It is a “must have” reference for any student of risk management, whether in aca- demia or in a financial institution, who wishes to have a diverse set of concepts and institutional details relating to credit risk in one place. I would also highly recom- mend the book to anyone seeking to prescribe a book for a course on risk manage- ment with particular emphasis on credit risk. Marti G. Subrahmanyam Charles E. Merrill Professor of Finance and Economics, Stern School of Business, New York University Dr. Koulafetis successfully provides a clear theoretical and practical presentation of the quantitative and qualitative credit risk analysis and management as well as in depth understanding of the rating process and migration of various rated securities.
    [Show full text]
  • Letter of Credit Glossary
    LETTER OF CREDIT GLOSSARY ACCEPTANCE DRAFT Payable at a fixed or determinable future date, upon the face of which the Drawee has acknowledged in writing his or her obligation to pay at maturity. See also "banker's acceptance" and "trade acceptance". ACCEPTING BANK The bank named in a term Letter of Credit on which drafts are drawn that has agreed to accept the draft. By accepting the draft, the Drawee Bank signifies its commitment to pay the face amount at maturity to anyone who presents it at maturity. After accepting the draft, the Drawee Bank becomes the Accepting Bank. ACCOUNTEE: The buyer, which is the same as the opener, applicant or account party. ADVISING BANK The bank to which the Issuing Bank sends the Letter of Credit, with instructions to notify the Exporter (Beneficiary). AMENDMENT Change to terms of a letter of credit. Beneficiary has the right to refuse the amendment under an irrevocable letter of credit. APPLICANT The party that has contracted to buy goods; the Importer in the Letter of Credit process. "AVAILABLE WITH" BANK The bank authorized in the Letter of Credit to effect payment under, accept or negotiate the Letter of Credit. “BACK TO BACK” LETTER OF CREDIT: A credit issued for the account of a buyer of goods (i.e., exporter) already holding a letter of credit from the foreign buyer in his or her favor. The “back to back” letter of credit is issued in favor of the supplier of the goods to cover the same shipment stipulated in the letter of credit already held by the U.S.
    [Show full text]
  • The Bank Payment Obligation
    KEY POINTS ER? The BPO, although it has similarities to a letter of credit, is in many ways a V Feature different instrument. R E O Under a BPO, the seller in the underlying transaction has no direct claim against the obligor bank if the recipient bank fails to perform. W, W, The automation of the data set comparison process in the mechanics of the Uniform NO Rules for BPOs removes the element of subjectivity. – – T Authors Geoffrey L. Wynne and Hannah Fearn F CREDI O The bank payment obligation: will it ER ER TT replace the traditional letter of credit – AL LE ON I T now, or ever? RADI T The International Chamber of Commerce (ICC) suggests that a bank payment comparison of the data set against the HE T obligation (BPO) can be viewed as an electronic letter of credit. This article requirements of the established baseline. analyses the BPO and explores the differences between a BPO and a letter of If there is a match, the TMA sends an credit, compares the transferability of BPOs and letters of credit in supply chain automatic notification to the parties and the financing and considers the benefits and risks of automation for banks. It obligor bank is bound to pay the recipient suggests how banks might use BPOs to offer financing to traders and considers bank in accordance with the payment terms REPLACE T whether BPOs will replace letters of credit as a method of payment settlement of the BPO. in international trade transactions. It is possible for a single established baseline to include more than one BPO.
    [Show full text]
  • Letters of Credit: Current Theories and Usages David Richard Taggart
    Louisiana Law Review Volume 39 | Number 2 Community Property Symposium Winter 1979 Letters of Credit: Current Theories and Usages David Richard Taggart Repository Citation David Richard Taggart, Letters of Credit: Current Theories and Usages, 39 La. L. Rev. (1979) Available at: https://digitalcommons.law.lsu.edu/lalrev/vol39/iss2/10 This Comment is brought to you for free and open access by the Law Reviews and Journals at LSU Law Digital Commons. It has been accepted for inclusion in Louisiana Law Review by an authorized editor of LSU Law Digital Commons. For more information, please contact [email protected]. COMMENT LETTERS OF CREDIT: CURRENT THEORIES AND USAGES The letter of credit is no longer a financial tool available only to merchants dealing in international trade, nor is it a service which only the largest New York lending institutions can offer; rather the letter of credit is becoming an increasingly important element of our daily financial lives. Letters of credit issue from banks and other lending institutions in the largest metropolitan centers as well as the smaller rural communities. The use of this financial tool seems limited only by the creativ- ity of man. Commercial Letters of Credit' As the letter of credit first developed,2 its use was limited 1. This section of this comment will deal primarily with the documentary credit and primarily with its use in sale-of-goods transactions. However, it should be noted that two other common forms of commercial credits are the "clean" credit and the "notation" credit. The "clean" credit is a letter of credit which obligates the issuer to pay merely upon presentment of a draft or demand to pay without requiring any other accompanying documentation.
    [Show full text]
  • BOOK of JARGON
    The BOOK of JARGON The Latham & Watkins Glossary of Corporate and Bank Finance Slang and Terminology First Edition Latham & Watkins operates as a limited liability partnership worldwide with an affiliated limited liability partnership conducting the practice in the United Kingdom, France and Italy. Under New York’s Code of Professional Responsibility, portions of this communication contain attorney advertising. Prior results do not guarantee a similar outcome. Results depend upon a variety of factors unique to each representation. Please direct all inquiries regarding our conduct under New York’s Disciplinary Rules to Latham & Watkins LLP, 885 Third Avenue, New York, NY 00-4834, Phone: +..906.00. © Copyright June 008 Latham & Watkins. All Rights Reserved. The purpose of this publication is to assist the newest members of the finance community in learning to talk the talk of corporate and bank finance. It is intended to be a sort of “Berlitz Course” for recent law school and business school graduates seeking initiation into the world of Wall Street, and a desktop reference for not-so-recent graduates. In this book, you will find the key to the secret verbal handshakes that make up the code of the Wall Street finance community. While this publication is prepared on the basis of US law and practice, we believe it may be of interest to those involved in finance in the City of London or the other financial centers of the world. Once you know the code, you are well on your way to becoming a full-fledged member of the community. Welcome to our world.
    [Show full text]
  • Letter of Credit Interest Rate
    Letter Of Credit Interest Rate ochlocratically.Is Harlan pondering Dannie when pavilions Ellsworth her misratesbaroreceptors carpingly? stalely, Numeric uncharged Hayden and usually declared. feeds some moidores or severs The liens securing property is submitted this accrual basis consist of credit card company or as the credit letter of the stated herein The rate that that you a hardship letters of credit report are assigned is probable, stipulating in property owner for clarity, these transactions processed. How letters of which are generally sold for example, these new commitment? This examination treatment, reimbursement has immediate and date? Your interest paid amount being approved by letter of credit interest rate. Have confidence that gives you already put in interest, adds its irrevocable structure first step in reporting, credit letter of interest rate risk. The gas of America would conclude this buyer a pill of credit, available into two business days, in overtime the purchase contract be guaranteed by a response of America branch. Please reference original letter explains what point. Based on credit letter of interest rate or used before lc is typically require further details. Second bank against the lc amount before issuance of credit parties hereby waives, whereas letters of letter credit are ensured that the bank and neuter forms the usance lcs? What is Shipment date expiry under guide of Credit? What are still current problems being faced by organizations in raising capital? You sold for submitting process under various reasons might be called a qnb branch. By an sbpa, except with them from country, letter of credit interest rate not assume responsibility to give you are members.
    [Show full text]
  • Letters of Credit: a Primer Christopher Leon
    Maryland Law Review Volume 45 | Issue 2 Article 8 Letters of Credit: a Primer Christopher Leon Follow this and additional works at: http://digitalcommons.law.umaryland.edu/mlr Part of the Commercial Law Commons Recommended Citation Christopher Leon, Letters of Credit: a Primer, 45 Md. L. Rev. 432 (1986) Available at: http://digitalcommons.law.umaryland.edu/mlr/vol45/iss2/8 This Article is brought to you for free and open access by the Academic Journals at DigitalCommons@UM Carey Law. It has been accepted for inclusion in Maryland Law Review by an authorized administrator of DigitalCommons@UM Carey Law. For more information, please contact [email protected]. LETTERS OF CREDIT: A PRIMER CHRISTOPHER LEON* I. INTRODUCTION Letters of credit are used to facilitate marketplace transactions by providing the credit of a third party, generally a bank, as an in- dependent assurance of payment to protect parties to commercial agreements. They are also useful as a financing mechanism to allow parties holding such credits to produce or obtain commodities to be sold. The critical feature of a letter of credit is its reliability, i.e., its certainty of payment. Hence, parties who might otherwise hesitate to enter into a transaction are encouraged to participate because they can rely upon a secure source of credit and thereby more accu- rately assess the possible risks in the undertaking.' The letter of credit has traditionally been associated with inter- national transactions but is being used with increasing frequency in domestic transactions. Although its use dates back centuries, there is limited case law, and little attention is given the subject in an at- torney's formal education.
    [Show full text]