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Enhancement Letter of Credit
Enhancement Letter of Credit (158K)
Doc #122255: Click preview link for longer preview.
ENHANCEMENT LETTER OF CREDIT
APPLICATION AND AGREEMENT,
dated as of December 15, 2000,
among
DOLLAR RENT A CAR SYSTEMS, INC.,
THRIFTY RENT-A-CAR SYSTEM, INC.,
those direct and indirect Subsidiaries of
Dollar Thrifty Automotive Group, Inc. from time to time
becoming additional Lessees hereunder,
RENTAL CAR FINANCE CORP.,
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
and
CREDIT SUISSE FIRST BOSTON,
as the Series 2000-1 Letter of Credit Provider.
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Page
TABLE OF CONTENTS
RECITALS.......................................................................2
ARTICLE I
DEFINITIONS
Section 1.1 Definitions..................................................4
ARTICLE II
ISSUANCE OF SERIES 2000-1 LETTER
OF CREDIT; REIMBURSEMENT OBLIGATION
Section 2.1 Issuance of Series 2000-1 Letter of Credit; Substitute
Series 2000-1 Letter of Credit; Extensions of
the Series 2000-1 Letter of Credit..................4
Section 2.2 Disbursements................................................9
Section 2.3 Reimbursement................................................9
Section 2.4 Series 2000-1 Letter of Credit Fees and Expenses............11
Section 2.5 No Liability of Series 2000-1 Letter of Credit Provider.....11
Section 2.6 Surrender of Series 2000-1 Letter of Credit.................12
Section 2.7 Conditions Precedent to Issuance, Increase or Extension.....12
Section 2.8 Certain Eurocurrency Rate and Other Provisions under the
Credit Agreement...................................16
Section 2.9 Obligation Absolute.........................................16
Section 2.10 Events of Default...........................................17
Section 2.11 Grant of Security Interest..................................19
Section 2.12 Guarantee...................................................19
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.1 Representations and Warranties of the Lessees and DTAG......19
Section 3.2 Affirmative Covenants of the Lessees and DTAG...............20
Section 3.3 Negative Covenants of the Lessees and DTAG..................22
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ARTICLE IV
MISCELLANEOUS
Section 4.1 Payments ...................................................22
Section 4.2 Expenses ...................................................23
Section 4.3 Indemnity...................................................23
Section 4.4 Notices ...................................................24
Section 4.5 Amendments; Governing Law; Consent to Jurisdiction;
Waiver of Jury Trial...............................26
Section 4.6 Waivers, etc................................................27
Section 4.7 Severability................................................28
Section 4.8 Term ...................................................28
Section 4.9 Successors and Assigns......................................28
Section 4.10 Counterparts................................................28
Section 4.11 Further Assurances..........................................29
Section 4.12 Survival of Representations and Warranties..................29
Section 4.13 Obligation..................................................29
Section 4.14 Headings ...................................................29
Section 4.15 Confidentiality.............................................29
Section 4.16 Additional Series 2000-1 Letter of Credit Providers.........30
Section 4.17 Additional Subsidiary Lessees...............................30
Section 4.18 Enhancement Letter of Credit Application and Agreement......30
Section 4.19 Series 2000-1 Letter of Credit Provider as Enhancement
Provider and Third-Party Beneficiary...............31
Section 4.20 No Recourse; No Petition....................................31
Exhibit A -- Form of Series 2000-1 Letter of Credit
Exhibit B -- Form of Affiliate Joinder in Enhancement Letter of Credit
Application and Agreement
Exhibit C -- Form of Notice Requesting Reduction in Series 2000-1
Letter of Credit Amount
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THIS ENHANCEMENT LETTER OF CREDIT APPLICATION AND AGREEMENT, dated as
of December 15, 2000 (as amended, supplemented, amended and restated or
otherwise modified from time to time in accordance with the terms hereof, this
"Agreement"), is entered into by and among DOLLAR RENT A CAR SYSTEMS, INC., an
Oklahoma corporation ("Dollar"), THRIFTY RENT-A-CAR SYSTEM, INC., an Oklahoma
corporation ("Thrifty"), those direct or indirect Subsidiaries of DTAG (as
defined below) that become additional parties to this Agreement from time to
time pursuant to the provisions of Section 4.17 hereof (such additional parties
hereto, Dollar and Thrifty, each a "Lessee" and, collectively, the "Lessees"),
RENTAL CAR FINANCE CORP., a special purpose Oklahoma corporation ("RCFC"),
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation as the Guarantor
("DTAG" or the "Guarantor"), and CREDIT SUISSE FIRST BOSTON, a Swiss banking
corporation, as the Series 2000-1 Letter of Credit Provider ("Credit Suisse
First Boston" or the "Series 2000-1 Letter of Credit Provider").
RECITALS
1. DTAG, Dollar and Thrifty, as borrowers (each a "Borrower" and,
collectively, the "Borrowers"), the financial institutions signatory thereto as
the lenders (each a "Revolving Lender" and, collectively, the "Revolving
Lenders"), Credit Suisse First Boston, in its capacity as administrative agent
thereunder (in such capacity, the "Administrative Agent"), and The Chase
Manhattan Bank, in its capacity as syndication agent thereunder (in such
capacity, the "Syndication Agent"), have entered into an Amended and Restated
Credit Agreement, dated as of August 3, 2000 (amending and restating the Credit
Agreement dated as of December 23, 1997, as amended prior to the date hereof),
and as so amended and restated, the "Credit Agreement"), pursuant to which, in
conjunction with this Agreement, the Series 2000-1 Letter of Credit (as defined
in Section 2.1) is being issued as of even date herewith and the Revolving
Lenders are participating in such issuance.
2. DTAG, as Master Servicer, RCFC, Thrifty, Dollar, Bankers Trust
Company, as Master Collateral Agent, and certain additional parties thereto have
entered into an Amended and Restated Master Collateral Agency Agreement, dated
as of December 23, 1997 (as such agreement may be further amended, supplemented,
amended and restated or otherwise modified from time to time in accordance with
the terms thereof, the "Master Collateral Agency Agreement"), which Master
Collateral Agency Agreement amended and restated the Master Collateral Agency
Agreement, dated as of December 13, 1995, among Thrifty, Thrifty Car Rental
Finance Corporation, Bankers Trust Company, as the Master Collateral Agent
thereunder, and certain additional parties thereto, and pursuant to which (i)
RCFC has granted to the Master Collateral Agent a first priority security
interest in the RCFC Master Collateral (as defined therein) and (ii) the Lessees
have granted to the Master Collateral Agent a first priority security interest
in the Lessee Grantor Master Collateral (as defined therein), for the benefit of
the parties identified from time to time as the Financing Sources and the
Beneficiaries thereunder (as such terms are defined therein).
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Dollar Thrifty
As referenced in this Enhancement Letter of Credit:
Dollar Thrifty Automotive Group, – CAR SYSTEMS, INC.,
THRIFTY RENT-A-CAR SYSTEM, INC.,
those direct and indirect Subsidiaries of
Dollar Thrifty Automotive Group, Inc. from time to time
becoming additional Lessees hereunder,
RENTAL CAR FINANCE CORP.,
DOLLAR
DOLLAR THRIFTY AUTOMOTIVE GROUP, – Automotive Group, Inc. from time to time
becoming additional Lessees hereunder,
RENTAL CAR FINANCE CORP.,
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
and
CREDIT SUISSE FIRST BOSTON,
as the Series 2000-1 Letter of Credit
DOLLAR THRIFTY AUTOMOTIVE GROUP, – Lessee" and, collectively, the "Lessees"),
RENTAL CAR FINANCE CORP., a special purpose Oklahoma corporation ("RCFC"),
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation as the Guarantor
("DTAG" or the "Guarantor"), and CREDIT SUISSE
Dollar Thrifty Automotive Group, – of facsimile notice, when electronic
confirmation thereof is received by the transmitter.
If to DTAG:
Dollar Thrifty Automotive Group, Inc.
5330 East 31st Street
Tulsa, OK 74135
Attention: Pamela S. Peck
Telephone: (918)
DOLLAR THRIFTY AUTOMOTIVE GROUP, – executed by their duly authorized officers, as of the day and year first
above written.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:
--------------------------------------
Name: Pamela S. Peck
Title: Treasurer
CREDIT SUISSE FIRST BOSTON, as the
dt 69524
;
 BNY
As referenced in this Enhancement Letter of Credit:
Bank of New York, – No. 903124-01, Account ABA 026-009-179, Attention:
Trade Services, at the Federal Reserve Bank of New York, or to such other office
or account maintained by the Series 2000-1 Letter
Bank of New York – Series 2000-1 Letter of Credit may be made by wire transfer
of Federal Reserve Bank of New York funds to your respective accounts in a bank
on the Federal Reserve wire system or
dt 41524
;
Nova Scotia
As referenced in this Enhancement Letter of Credit:
Bank of Nova Scotia, – as Managing Agent
1 Bank One Plaza
Suite 0079
Chicago, Illinois 60670
and
and
The Bank of Nova Scotia, as Managing Agent
1 Liberty Plaza, 26th Floor
New York, New York 10006
Section
dt 50212
;
|
Bank One
As referenced in this Enhancement Letter of Credit:
Bank One, NA – the entities from time to time parties thereto as
"Committed Purchasers", the entities from time to time parties thereto as
"Managing Agents", and Bank One, NA as "Administrative Agent" are entering into
the Note Purchase Agreement, dated as of even date herewith (as the same may be
amended,
_____________
Bank One, NA – NY 10006
Attention: Corporate Trust and Agency
Group/Structured Finance
Telephone: (212) 250-6633
Telecopier: (212) 250-6439
If to the Managing Agents:
Bank One, NA , as Managing Agent
1 Bank One Plaza
Suite 0079
Chicago, Illinois 60670
and
and
The Bank of Nova Scotia, as Managing Agent
_____________
dt 99969
;
Bankers Trust
As referenced in this Enhancement Letter of Credit:
Bankers Trust
– Revolving
Lenders are participating in such issuance.
2. DTAG, as Master Servicer, RCFC, Thrifty, Dollar, Bankers Trust
Company, as Master Collateral Agent, and certain additional parties thereto have
entered into an
Bankers Trust – Agency
Agreement, dated as of December 13, 1995, among Thrifty, Thrifty Car Rental
Finance Corporation, Bankers Trust Company, as the Master Collateral Agent
thereunder, and certain additional parties thereto, and pursuant
Bankers Trust – execution and delivery of this Agreement,
RCFC, as issuer (in such capacity, the "Issuer"), and Bankers Trust Company, a
New York banking corporation ("Bankers Trust Company"), as trustee (in such
capacity, the "
"Bankers Trust – issuer (in such capacity, the "Issuer"), and Bankers Trust Company, a
New York banking corporation ("Bankers Trust Company"), as trustee (in such
capacity, the "Trustee"), are entering into the Series 2000-
Bankers Trust – Joinder in Enhancement Letter of
Credit Application and Agreement.
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If to the Trustee:
Bankers Trust Company
4 Albany Street
New York, NY 10006
Attention: Corporate Trust and Agency
Group/Structured
dt 44193
;
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Subscribers | 2003 |
Letter of Credit Agreement
Letter of Credit Agreement (170K)
Doc #125964: Click preview link for longer preview.
LETTER OF CREDIT AGREEMENT
dated as of July 16, 2003,
among
CALPINE CORPORATION,
as the Borrower,
CERTAIN COMMERCIAL LENDING INSTITUTIONS,
as the Lenders,
and
THE BANK OF NOVA SCOTIA,
as Administrative Agent
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TABLE OF CONTENTS
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ARTICLE I DEFINITIONS AND ACCOUNTING TERMS....................................................................... 1
SECTION 1.1. Defined Terms............................................................................ 1
SECTION 1.2. Use of Defined Terms..................................................................... 14
SECTION 1.3. Cross-References......................................................................... 14
SECTION 1.4. Accounting and Financial Determinations.................................................. 15
ARTICLE II COMMITMENTS AND LETTERS OF CREDIT PROCEDURES.......................................................... 15
SECTION 2.1. Commitment to Issue Letters of Credit.................................................... 15
SECTION 2.2. Reduction of Commitment Amount........................................................... 15
ARTICLE III REPAYMENTS, INTEREST AND FEES........................................................................ 16
SECTION 3.1. Interest Provisions...................................................................... 16
SECTION 3.2. Fees..................................................................................... 16
ARTICLE IV LETTERS OF CREDIT..................................................................................... 17
SECTION 4.1. Issuance Requests........................................................................ 17
SECTION 4.2. Issuances and Extensions................................................................. 18
SECTION 4.3. Expenses................................................................................. 18
SECTION 4.4. Other Lenders' Participation............................................................. 18
SECTION 4.5. Disbursements............................................................................ 19
SECTION 4.6. Reimbursement............................................................................ 19
SECTION 4.7. Cash Collateral.......................................................................... 20
SECTION 4.8. Nature of Reimbursement Obligations...................................................... 20
SECTION 4.9. Increased Costs; Indemnity............................................................... 21
SECTION 4.10. Existing Letters of Credit............................................................... 22
ARTICLE V CERTAIN ADDITIONAL PROVISIONS.......................................................................... 22
SECTION 5.1. Increased Capital Costs.................................................................. 22
SECTION 5.2. Taxes.................................................................................... 23
SECTION 5.3. Payments, Computations, etc.............................................................. 24
SECTION 5.4. Sharing of Payments...................................................................... 24
SECTION 5.5. Use of Proceeds.......................................................................... 25
ARTICLE VI CONDITIONS PRECEDENT.................................................................................. 25
SECTION 6.1. Effectiveness; Initial Credit Extension.................................................. 25
SECTION 6.2. All Credit Extensions.................................................................... 26
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ARTICLE VII REPRESENTATIONS AND WARRANTIES....................................................................... 28
SECTION 7.1. Organization, etc........................................................................ 28
SECTION 7.2. Due Authorization, Non-Contravention, etc................................................ 28
SECTION 7.3. Government Approval, Regulation, etc..................................................... 28
SECTION 7.4. Validity, etc............................................................................ 28
SECTION 7.5. Financial Information.................................................................... 29
SECTION 7.6. No Material Adverse Effect............................................................... 29
SECTION 7.7. Litigation, Labor Controversies, etc..................................................... 29
SECTION 7.8. Subsidiaries............................................................................. 29
SECTION 7.9. Regulations U and X...................................................................... 29
SECTION 7.10. Accuracy of Information.................................................................. 29
ARTICLE VIII COVENANTS........................................................................................... 30
SECTION 8.1. Covenants................................................................................ 30
ARTICLE IX EVENTS OF DEFAULT..................................................................................... 32
SECTION 9.1. Listing of Events of Default............................................................. 32
SECTION 9.2. Action if Event of Default............................................................... 34
ARTICLE X THE AGENT.............................................................................................. 35
SECTION 10.1. Actions................................................................................. 35
SECTION 10.2. Exculpation............................................................................. 35
SECTION 10.3. Successor............................................................................... 35
SECTION 10.4. Letters of Credit Issued by Agent or any Issuer......................................... 36
SECTION 10.5. Credit Decisions........................................................................ 36
SECTION 10.6. Copies, etc............................................................................. 36
SECTION 10.7. Collateral Matters...................................................................... 37
ARTICLE XI MISCELLANEOUS PROVISIONS.............................................................................. 37
SECTION 11.1. Waivers, Amendments, etc................................................................ 37
SECTION 11.2. Notices................................................................................. 38
SECTION 11.3. Payment of Costs and Expenses........................................................... 38
SECTION 11.4. Indemnification......................................................................... 39
SECTION 11.5. Survival................................................................................ 40
SECTION 11.6. Severability............................................................................ 40
SECTION 11.7. Headings................................................................................ 41
SECTION 11.8. Execution in Counterparts, Effectiveness, etc........................................... 41
SECTION 11.9. Governing Law; Entire Agreement......................................................... 41
SECTION 11.10. Successors and Assigns.................................................................. 41
SECTION 11.11. Sale and Transfer of Commitments; Participations in Commitments......................... 41
SECTION 11.12. Other Transactions...................................................................... 43
SECTION 11.13. Forum Selection and Consent to Jurisdiction............................................. 43
SECTION 11.14. Waiver of Jury Trial.................................................................... 44
SECTION 11.15. Confidentiality......................................................................... 44
{/TABLE}
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SCHEDULE I - Disclosure Schedule
SCHEDULE II - Percentages
SCHEDULE 1.1 - Organizational Chart
SCHEDULE 4.10 - Existing Letters of Credit
EXHIBIT A - Form of Issuance Request
EXHIBIT B - Form of Lender Assignment Agreement
EXHIBIT C - Form of Cash Collateral Agreement
EXHIBIT D-1 - Form of Opinion of general counsel of the Borrower
EXHIBIT D-2 - Form of Opinion of special counsel to the Borrower
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LETTER OF CREDIT AGREEMENT
THIS LETTER OF CREDIT AGREEMENT, dated as of July 16, 2003, among
CALPINE CORPORATION, a Delaware corporation (together with its successors, the
"Borrower"), the various financial institutions as are or may become parties
hereto (collectively, the "Lenders"), and THE BANK OF NOVA SCOTIA ("Scotia
Capital"), as administrative agent (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Lenders and the Agent
enter into this Agreement pursuant to which Letters of Credit will be issued at
the request of the Borrower;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):
"Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power
(a) to vote 10% or more of the securities (on a fully
diluted basis) having ordinary voting power for the election of
directors or managing general partners; or
(b) to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise.
"Agent" is defined in the preamble and includes each other Person as
shall have subsequently been appointed as the successor Agent pursuant to
Section 10.3.
"Agreement" means, on any date, this Letter of Credit Agreement as
originally in effect on the Closing Date and as thereafter from time to time
amended, supplemented, amended and restated, or otherwise modified and in effect
on such date.
"Alternate Base Rate" means, on any date, a fluctuating rate of
interest per annum equal to the higher of
(a) the rate of interest most recently established by
Scotia Capital at its Domestic Office as its base rate; and
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BofA Securities
As referenced in this Letter of Credit Agreement:
Banc of America Securities
– Credit Suisse First
Boston, as Lead Arranger and Administrative Agent, The Bank of Nova Scotia, as
Lead Arranger, Co-Syndication Agent and Bookrunner, Banc of America Securities
LLC, as Arranger and Co-Syndication Agent, ING (U.S.) Capital LLC, as Arranger
and Co-Syndication Agent, Bayerische Landesbank Girozentrale, as
_____________
dt 93587
;
BNY
As referenced in this Letter of Credit Agreement:
Bank of New York, – the Second Supplemental Indenture dated as of July 31,
2000, between the Borrower and The Bank of New York, as Trustee.
"8 3/4% Senior Notes" means the $275,000,000 of 8
Bank of New York; – is not a Business Day, for the
next preceding Business Day) by the Federal Reserve Bank of New York;
or
(b) if such rate is not so published for any day which is
Bank of New York, – the First Supplemental Indenture dated as of
July 31, 2000, between the Borrower and The Bank of New York, as Trustee.
"7 5/8% Senior Notes" means the $250,000,000 of 7
Bank of New York, – the Second Supplemental Indenture dated as of July 31, 2000,
between the Borrower and The Bank of New York, as Trustee.
"7 7/8% Senior Notes" means the $400,000,000 of 7
Bank of New York, – the First Supplemental Indenture dated as of
July 31, 2000, between the Borrower and The Bank of New York, as Trustee.
"7 3/4% Senior Notes" means the $350,000,000 of 7
dt 41585
;
Nova Scotia
As referenced in this Letter of Credit Agreement:
BANK OF NOVA SCOTIA, – among
CALPINE CORPORATION,
as the Borrower,
CERTAIN COMMERCIAL LENDING INSTITUTIONS,
as the Lenders,
and
THE BANK OF NOVA SCOTIA,
as Administrative Agent
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ARTICLE I
BANK OF NOVA SCOTIA – various financial institutions as are or may become parties
hereto (collectively, the "Lenders"), and THE BANK OF NOVA SCOTIA ("Scotia
Capital"), as administrative agent (in such capacity, the "Agent").
W I T N
Bank of Nova Scotia, – institutions as are or may become parties thereto, as lenders,
various lead arrangers, and The Bank of Nova Scotia, as administrative agent and
funding agent, as amended, supplemented or otherwise modified from time
Bank of Nova Scotia, – lenders party
thereto, Credit Suisse First Boston, as Lead Arranger, Syndication Agent and
Bookrunner, The Bank of Nova Scotia, as Lead Arranger, LC Bank and
Administrative Agent, TD Securities (USA) Inc., as Co-
Bank of Nova Scotia, – the lenders party thereto, Credit Suisse First
Boston, as Lead Arranger and Administrative Agent, The Bank of Nova Scotia, as
Lead Arranger, Co-Syndication Agent and Bookrunner, Banc of America Securities
LLC, as
dt 50218
;
|
Chase Manhattan
As referenced in this Letter of Credit Agreement:
Chase Manhattan Bank – Ford Motor Credit Company $ 52,000.00
08L0349 Ford Motor Credit Company $ 1,500,000.00
S001 Tampa Electric $ 592,200.00
S016 Chase Manhattan Bank $ 491,652.00
S017 Chase Manhattan Bank $ 2,214,661.00
S024 BNY Western Trust Co. $ 2,700,000.00
S046 Public
_____________
Chase Manhattan Bank – 08L0349 Ford Motor Credit Company $ 1,500,000.00
S001 Tampa Electric $ 592,200.00
S016 Chase Manhattan Bank $ 491,652.00
S017 Chase Manhattan Bank $ 2,214,661.00
S024 BNY Western Trust Co. $ 2,700,000.00
S046 Public Utility District No.1 Klickitat $ 8,305,
_____________
dt 101612
;
CIBC World
As referenced in this Letter of Credit Agreement:
CIBC World Markets Corp – of Nova Scotia, as Lead Arranger, LC Bank and
Administrative Agent, TD Securities (USA) Inc., as Co-Arranger and
Co-Documentation Agent, and CIBC World Markets Corp ., as Co-Arranger and
Co-Documentation Agent, as amended, supplemented, restated or otherwise modified
from time to time.
"CCFCII" means Calpine Construction
_____________
CIBC World Markets Corp – Agent, ING (U.S.) Capital LLC, as Arranger
and Co-Syndication Agent, Bayerische Landesbank Girozentrale, as Arranger,
Co-Documentation Agent, and LC Bank, CIBC World Markets Corp ., as Arranger and
Co-Documentation Agent, Dresdner Kleinwort Benson North America Services LLC, as
Arranger and Co-Documentation Agent, TD Securities (USA)
_____________
dt 187338
;
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Letter of Credit Agreement
Letter of Credit Agreement (407K)
Doc #154386: Click preview link for longer preview.
================================================================================
LETTER OF CREDIT AGREEMENT
dated as of February 11, 2003
among
EOTT ENERGY OPERATING LIMITED PARTNERSHIP,
EOTT ENERGY CANADA LIMITED PARTNERSHIP,
EOTT ENERGY LIQUIDS, L.P.
and
EOTT ENERGY PIPELINE LIMITED PARTNERSHIP,
as joint and several Borrowers,
EOTT ENERGY LLC
and
EOTT ENERGY GENERAL PARTNER, L.L.C.,
as Guarantors,
STANDARD CHARTERED BANK,
as LC Agent, LC Issuer and Collateral Agent
and
THE LC PARTICIPANTS PARTY HERETO
================================================================================
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TABLE OF CONTENTS
{TABLE}
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1. DEFINITIONS AND RULES OF INTERPRETATION................................................. 3
2. THE LETTERS OF CREDIT................................................................... 32
(a) General........................................................................ 32
(b) Requesting Letters of Credit................................................... 33
(c) Reimbursement and Participations............................................... 33
(d) No Duty to Inquire............................................................. 34
(e) LC Collateral.................................................................. 35
(f) Conditions Precedent to Extensions of Credit................................... 36
(g) Use of Proceeds................................................................ 45
(h) Mandatory Prepayments.......................................................... 45
(i) Application of Payments made to LC Agent....................................... 46
(j) Voluntary Reduction of Maximum Commitment Amount; Interest Rates and Fees...... 46
3. PAYMENTS TO LC PARTICIPANTS............................................................. 48
(a) General Procedures............................................................. 48
(b) Payment Obligations Absolute................................................... 48
(c) Capital Reimbursement.......................................................... 48
(d) Increased Cost of Letters of Credit............................................ 49
(e) Notice; Change of Applicable Lending Office.................................... 49
(f) Availability................................................................... 50
(g) Reimbursable Taxes............................................................. 50
4. OTHER ACTIONS OF CREDIT PARTIES......................................................... 51
5. REPRESENTATIONS AND WARRANTIES.......................................................... 52
6. AFFIRMATIVE COVENANTS................................................................... 59
(a) Payment and Performance........................................................ 59
(b) Payment of Expenses............................................................ 59
(c) Instruments, Documents, Securities or Chattel Paper............................ 59
(d) Books, Financial Statements and Reports........................................ 59
(e) Other Information and Inspections.............................................. 63
(f) Notice of Material Events and Change of Address................................ 64
(g) Maintenance of Properties...................................................... 64
(h) Discharge of Liens............................................................. 65
(i) Landlord's Waiver.............................................................. 65
(j) Maintenance of Existence and Qualifications.................................... 65
(k) Payment of Trade Liabilities, Taxes, etc....................................... 65
(l) Insurance...................................................................... 65
(m) Performance on Borrowers' Behalf............................................... 66
(n) Interest....................................................................... 66
(o) Compliance with Agreements and Law............................................. 66
(p) Environmental Matters; Environmental Reviews................................... 66
(q) Evidence of Compliance......................................................... 67
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(C0NTINUED)
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(r) Agreement to Deliver Security Documents........................................ 67
(s) Newly Created or Acquired Subsidiaries......................................... 67
(t) Compliance with Agreements..................................................... 67
(u) Risk Management Policies....................................................... 68
(v) Retention of Financial Advisor and Commercial Finance Audits................... 68
7. NEGATIVE COVENANTS...................................................................... 68
(a) Indebtedness................................................................... 68
(b) Accounts....................................................................... 70
(c) Limitation on Liens............................................................ 70
(d) Hedging Contracts.............................................................. 70
(e) Limitation on Mergers, etc. and Issuances of Securities........................ 70
(f) Limitation on Asset Sales...................................................... 70
(g) Limitation on Distributions, Dividends and Redemptions......................... 71
(h) Limitation on New Businesses, Investments and Capital Expenditures............. 71
(i) Limitation on Credit Extensions................................................ 72
(j) Transactions with Affiliates................................................... 72
(k) Prohibited Contracts........................................................... 72
(l) Modification of Certain Agreements............................................. 72
(m) Open Positions................................................................. 72
(n) Redelivery of Borrowing Base Report............................................ 72
(o) Books and Records.............................................................. 73
(p) Minimum Consolidated EBIDA..................................................... 73
(q) Minimum Consolidated Tangible Net Worth........................................ 74
(r) Interest Coverage.............................................................. 74
(s) Current Ratio.................................................................. 75
(t) Compliance with Environmental Laws............................................. 76
8. EVENTS OF DEFAULT....................................................................... 76
9. RIGHTS AND REMEDIES..................................................................... 79
10. GUARANTY................................................................................ 79
11. LC AGENT................................................................................ 81
(a) Appointment and Authority...................................................... 81
(b) Exculpation, the LC Agent's Reliance, etc...................................... 81
(c) Credit Decisions............................................................... 82
(d) Indemnification................................................................ 82
(e) Rights as LC Participant....................................................... 82
(f) Sharing of Set-Offs and Other Payments......................................... 83
(g) Investments.................................................................... 83
(h) Benefit of this Section........................................................ 83
(i) Resignation.................................................................... 84
(j) Other Lender Parties........................................................... 84
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(C0NTINUED)
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{S} {C}
12. ASSIGNMENTS AND PARTICIPATIONS.......................................................... 84
13. INDEMNIFICATION......................................................................... 86
14. MISCELLANEOUS........................................................................... 87
{/TABLE}
SCHEDULES AND EXHIBITS:
SCHEDULE I LC PARTICIPANT SCHEDULE
EXHIBIT A LETTER OF CREDIT REQUEST
EXHIBIT B CERTIFICATE ACCOMPANYING FINANCIAL STATEMENTS
EXHIBIT C BORROWING BASE REPORT
EXHIBIT D CASH FLOW REPORT
EXHIBIT E ENVIRONMENTAL COMPLIANCE CERTIFICATE
EXHIBIT F OPEN POSITION REPORT
EXHIBIT G VOLUME REPORT
iii
{PAGE}
LETTER OF CREDIT AGREEMENT
LETTER OF CREDIT AGREEMENT, dated as of February 11, 2003 (as amended,
supplemented or otherwise modified from time to time, and including all
Schedules and Exhibits attached hereto, this "AGREEMENT"), among EOTT ENERGY
OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership ("EOTT OLP"), EOTT
ENERGY CANADA LIMITED PARTNERSHIP, a Delaware limited partnership ("EOTT
CANADA"), EOTT ENERGY LIQUIDS, L.P., a Delaware limited partnership ("EOTT
LIQUIDS"), EOTT ENERGY PIPELINE LIMITED PARTNERSHIP, a Delaware limited
partnership ("EOTT PIPELINE", and together with EOTT Canada and EOTT Liquids,
each an "ADDITIONAL OBLIGOR" and collectively, the "ADDITIONAL OBLIGORS", and
the Additional Obligors together with EOTT OLP, on a joint and several basis,
the "BORROWERS"), EOTT ENERGY LLC, a Delaware limited liability company ("EOTT
LLC"), EOTT ENERGY GENERAL PARTNER, L.L.C., a Delaware limited liability company
("EOTT GP", and together with EOTT LLC, each a "GUARANTOR" and collectively, the
"GUARANTORS", and together with the Borrowers, each a "CREDIT PARTY" and
collectively, the "CREDIT PARTIES"), STANDARD CHARTERED BANK, a banking
institution organized and existing under the laws of England and Wales, as
administrative agent for the LC Participants (as defined below) (in such
capacity, the "LC AGENT" and in its individual capacity, "STANDARD CHARTERED")
and as LC Issuer and Collateral Agent hereunder, and each of the banks or other
lending institutions which is a party hereto (as evidenced by the signature
pages of this Agreement) or which may from time to time become a party hereto or
any successor or assignee thereof (each an "LC PARTICIPANT" and collectively,
the "LC PARTICIPANTS").
WHEREAS, on or about April 23, 2002, EOTT OLP, EOTT Canada, EOTT
Liquids, and EOTT Pipeline (collectively, the "PREPETITION BORROWERS"), EOTT
Energy Partners, L.P., a Delaware limited partnership ("EOTT MLP") and EOTT GP,
as guarantors, the lenders party thereto (the "PREPETITION LENDERS"), and
Standard Chartered as administrative agent for the Prepetition Lenders (the
"PREPETITION AGENT") and letter of credit issuer thereunder (the "PREPETITION LC
ISSUER") entered into that certain Second Amended and Restated Reimbursement,
Loan and Security Agreement (the "PREPETITION CREDIT AGREEMENT"), pursuant to
which the Prepetition Lenders and the Prepetition LC Issuer provided credit
extensions to the Prepetition Borrowers on the terms and conditions set forth
therein;
WHEREAS, on October 8, 2002 (the "FILING DATE"), the Credit Parties (or
their predecessor entities, as the case may be), filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (as defined below) (jointly
administered under Chapter 11 Case No. 02-21730) (the "CASES") in the United
States Bankruptcy Court for the Southern District of Texas, Corpus Christi
Division (the "BANKRUPTCY COURT");
WHEREAS, in connection with the Cases, EOTT OLP, EOTT Canada, EOTT
Liquids, and EOTT Pipeline (collectively, the "DIP BORROWERS"), EOTT MLP and
EOTT GP (collectively, the "DIP GUARANTORS", and together with the DIP
Borrowers, the "DEBTORS"), the lenders party thereto (the "DIP LC
PARTICIPANTS"), and Standard Chartered as administrative agent for the DIP LC
Participants (the "DIP LC AGENT") and letter of credit issuer thereunder (the
"DIP LC ISSUER"), entered into that certain Debtor in Possession Letter of
Credit Agreement, dated as of October 18, 2002 (as amended, restated,
supplemented, amended and
{PAGE}
restated or otherwise modified from time to time, the "DIP LC AGREEMENT")
pursuant to which the DIP LC Participants and the DIP LC Issuer extended credit
to the DIP Borrowers on the terms set forth therein;
WHEREAS, pursuant to the DIP LC Agreement, the DIP LC Issuer has issued
and will issue certain DIP Letters of Credit which will be outstanding and
undrawn as of the Closing Date, together with additional amounts for certain
contingent claims for reimbursement, indemnification and the like, the
obligations of the DIP Borrowers in respect thereof being guaranteed by the DIP
Guarantors;
WHEREAS, on February 12, 2003, a hearing (the "CONFIRMATION HEARING")
is scheduled in the Bankruptcy Court with respect to confirmation of the
Reorganization Plan (as defined herein) of the Debtors;
WHEREAS, as a condition to the effectiveness of the Reorganization Plan
the Debtors shall have paid in full, in cash, all amounts due and payable on the
Closing Date under the DIP LC Agreement, and the DIP Letters of Credit and other
amounts accrued thereunder shall be provided for as set forth in this Agreement;
WHEREAS, the Borrowers have requested that Standard Chartered and the
other LC Participants provide financing to the Borrowers pursuant to this
Agreement, pursuant to which Standard Chartered and the other LC Participants
would extend to Borrowers a letter of credit facility not to exceed at any one
time outstanding $325,000,000 (as such amount may be reduced or terminated
pursuant to this Agreement and subject to availability under the Borrowing Base
(as defined herein)), to be made available in the form of letters of credit
issued from time to time by the LC Issuer at the request and for the account of
Borrowers, to be used by the Borrowers as provided in Section 2(a)(ii)(4);
WHEREAS, subject to the Intercreditor Agreement (as defined herein),
the Credit Parties desire to secure all of the Obligations hereunder and under
the Credit Documents by granting to the Collateral Agent, for the benefit of the
Secured Parties (as defined herein), a perfected first-priority Lien in the
Collateral;
WHEREAS, each of the Guarantors will derive substantial direct and
indirect benefit from the credit made available by the LC Participants and the
LC Issuer to the Borrowers; and
WHEREAS, the Guarantors are willing to guarantee the reimbursement and
other obligations of the Borrowers hereunder;
NOW, THEREFORE, in consideration of these premises and the mutual
undertakings set forth herein, the parties hereto hereby agree as follows:
2
{PAGE}
1. DEFINITIONS AND RULES OF INTERPRETATION. As used in this Agreement,
unless otherwise defined herein, all terms used herein which are defined in
Article 1 or Article 9 of the UCC (as in effect from time to time) shall have
the meanings set forth therein unless otherwise defined in this Agreement, and
all references to the plural herein shall also mean the singular. As used in
this Agreement, each of the following terms has the meaning given to such term
in this Section 1 or in the Sections and subsections referred to below:
"ACCEPTABLE ISSUER" means any national or state bank or trust company
which is organized under the laws of the United States of America or
any state thereof, or any branch licensed to operate under the laws of
the United States of America or any state thereof which is a branch of
a bank organized under any country which is a member of the
Organization for Economic Cooperation and Development, in each case
which has capital, surplus and undivided profits of at least
$500,000,000 and whose commercial paper is rated at least P-1 by
Moody's or A-1 by S&P.
"ACCOUNT" has the meaning given that term in the UCC.
"ACCOUNT DEBTOR" means any Person who is or who may become obligated
under, with respect to, or on account of, an Account.
"ADMINISTRATIVE AGENTS" means the Term Lender Agent and the LC Agent.
"AFFILIATE" means, as to any Person, each other Person that directly or
indirectly (through one or more intermediaries or otherwise) controls,
is controlled by, or is under common control with, such Person. A
Person shall be deemed to be "controlled by" any other Person if such
other Person possesses, directly or indirectly, power (i) to vote 5% or
more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors or managing general partners
or (ii) to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise.
"AGREEMENT" has the meaning set forth in the preamble.
"ALTERNATE BASE RATE" means the higher of (i) the variable per annum
rate of interest so designated from time to time by the LC Agent as its
"base rate" and (ii) the Federal Funds Rate, plus one-half percent
(0.5%) per annum, in each case, plus three percent (3%) per annum. The
"base rate" is a reference rate and does not necessarily represent the
lowest or best rate being charged to any customer of the LC Agent.
Changes in the Alternate Base Rate resulting from changes in the "base
rate" shall take place immediately without notice or demand of any
kind.
"APPLICABLE LENDING OFFICE" means with respect to any LC Participant,
the office of such LC Participant specified as its "Applicable Lending
Office" in the LC Participant Schedule, or such other office as such LC
Participant may from time to time specify to the Borrower
Representative and the LC Agent and, with respect to the LC Agent, the
office, branch or agency through which it administers this Agreement.
154386
|
Amerada Hess
As referenced in this Letter of Credit Agreement:
Amerada Hess Corp – Judicial District; Jimmie B. Cooper and Shryl
S. Cooper vs. Texas-New Mexico Pipe Line Company,
Inc., EOTT Energy Pipeline Limited Partnership and
Amerada Hess Corp oration, Case No. CIV 01-
43
{PAGE}
1321 M/JHG, United States District Court for the
District of New Mexico; Bernard Lankford and
_____________
dt 94544
;
Energy Partners
As referenced in this Letter of Credit Agreement:
Energy Partners, L – each an "LC PARTICIPANT" and collectively,
the "LC PARTICIPANTS").
WHEREAS, on or about April 23, 2002, EOTT OLP, EOTT Canada, EOTT
Liquids, and EOTT Pipeline (collectively, the "PREPETITION BORROWERS"), EOTT
Energy Partners, L .P., a Delaware limited partnership ("EOTT MLP") and EOTT GP,
as guarantors, the lenders party thereto (the "PREPETITION LENDERS"), and
Standard Chartered as administrative agent for the Prepetition Lenders (
_____________
dt 1527767
;
Enron
As referenced in this Letter of Credit Agreement:
Enron Corp. – of such
obligation.
"EMPLOYEE TRANSITION AGREEMENT" means that certain employee transition
agreement, dated as of October 7, 2002, by and among the EOTT Parties
and the Enron Parties.
"ENRON" means Enron Corp. , an Oregon corporation and
debtor-in-possession in the Enron Bankruptcy Proceedings.
"ENRON BANKRUPTCY PROCEEDINGS" means the actions under the petitions
for relief filed by Enron and certain of
_____________
Enron Corp. – petitions
for relief filed by Enron and certain of its Affiliates under the
Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of New York, In re Enron Corp. , et al, jointly administered
under Case No. 01-16034.
"ENRON PARTIES" means Enron, Enron Energy Services, Inc. a Delaware
corporation and a debtor in possession, Enron North America Corp.,
_____________
"Enron Corp. – any Credit Party with
respect to the alleged joint and several liability of
EOTT GP for underfunded benefits liabilities upon the
termination of the benefit pension plan known as the
"Enron Corp. Cash Balance Plan", shall have been
resolved to the satisfaction of the LC Agent.
(33) Big Warrior Settlement. An order of the Bankruptcy
Court shall have been entered approving
_____________
"Enron Corp. – the entry or
levy thereof or after any stay is vacated or set aside;
(vi) any Termination Event shall occur with respect to (A)
the ERISA Plan known as the "Enron Corp. Cash Balance Plan" resulting
in the incurrence of Liability by any Credit Party or (B) any other
ERISA Plan of any Credit Party, any Subsidiary of any Credit Party
_____________
dt 1336266
;
|
BNY
As referenced in this Letter of Credit Agreement:
Bank of New York – System arranged by
Federal funds brokers on such day, as published by the Federal Reserve
Bank of New York on the Business Day next succeeding such day;
provided, however, that (i) if the day
Bank of New York, – maintained on the books
of such Person in accordance with GAAP.
"INDENTURE TRUSTEE" means The Bank of New York, a New York banking
corporation, or its successor, or such other Person as shall
dt 42009
;
Lehman Brothers
As referenced in this Letter of Credit Agreement:
Lehman Brothers, Inc – the letters of credit issued,
extended or renewed by the DIP LC Issuer under the DIP LC Agreement.
"DIP TERM LENDER AGENT" means Lehman Brothers, Inc . as term lender
agent under the DIP Intercreditor Agreement.
"DIP TERM LENDERS" means those certain lending institutions as term
lenders under the
_____________
Lehman Brothers Inc – designate such drawings in excess of
$15,000,000 as a Triggering Event (as defined in the Intercreditor
Agreement).
"TERM LENDER AGENT" means Lehman Brothers Inc ., as agent for the Term
Lenders under the Lehman Credit Agreement.
"TERM LENDERS" means the lenders under the Lehman Credit Agreement.
"TERMINATION
_____________
dt 104980
;
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Letter of Credit Agreement [Amended and Restated No. 2]
Letter of Credit Agreement [Amended and Restated No. 2] (160K)
Doc #154522: Click preview link for longer preview.
--------------------------------------------------------------------------------
SECOND AMENDED AND RESTATED
SERIES 1997-1 LETTER OF CREDIT AGREEMENT,
dated as of December 6, 2002,
(amending and restating the Amended and Restated
Series 1997-1 Letter of Credit Agreement,
dated as of March 30, 1998)
among
DTG OPERATIONS, INC.
(formerly known as Dollar Rent A Car Systems, Inc.),
THRIFTY RENT-A-CAR SYSTEM, INC.,
those direct and indirect Subsidiaries of
Dollar Thrifty Automotive Group, Inc. from time to time
becoming additional Lessees hereunder,
RENTAL CAR FINANCE CORP.,
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
and
CREDIT SUISSE FIRST BOSTON,
as the Series 1997-1 Letter of Credit Provider
--------------------------------------------------------------------------------
{PAGE}
SECOND AMENDED AND RESTATED SERIES 1997-1
LETTER OF CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED SERIES 1997-1 LETTER OF CREDIT AGREEMENT,
dated as of December 6, 2002 (amending and restating the Amended and Restated
Series 1997-1 Letter of Credit Agreement, dated as of March 30, 1998 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Existing Agreement")) (as the same may be further amended, supplemented,
amended and restated or otherwise modified from time to time in accordance with
the terms hereof, this "Agreement"), is entered into by and among DTG
OPERATIONS, INC. (formerly known as Dollar Rent A Car Systems, Inc.), an
Oklahoma corporation ("Dollar"), THRIFTY RENT-A-CAR SYSTEM, INC., an Oklahoma
corporation ("Thrifty"), those direct or indirect Subsidiaries of DTAG (as
defined below) that become additional parties to this Agreement from time to
time pursuant to the provisions of Section 4.17 hereof (each, an "Additional
Lessee" and collectively, the "Additional Lessees" and, together with Dollar and
Thrifty, each a "Lessee" and, collectively, the "Lessees"), RENTAL CAR FINANCE
CORP., a special purpose Oklahoma corporation ("RCFC"), DOLLAR THRIFTY
AUTOMOTIVE GROUP, INC., a Delaware corporation as the Guarantor ("DTAG" or the
"Guarantor"), and CREDIT SUISSE FIRST BOSTON, a Swiss banking corporation, as
the Series 1997-1 Letter of Credit Provider ("Credit Suisse First Boston" or the
"Series 1997-1 Letter of Credit Provider").
RECITALS
--------
1. Immediately prior to the execution and delivery of this Agreement,
DTAG, Dollar and Thrifty, as borrowers (each a "Borrower" and, collectively, the
"Borrowers"), the financial institutions signatory thereto as the lenders (each
a "Revolving Lender" and, collectively, the "Revolving Lenders"), Credit Suisse
First Boston, in its capacity as administrative agent thereunder (in such
capacity, the "Administrative Agent"), and JPMorgan Chase Bank (formerly known
as The Chase Manhattan Bank), in its capacity as syndication agent thereunder
(in such capacity, the "Syndication Agent"), have entered into a Second Amended
and Restated Credit Agreement, dated as of even date herewith, amending and
restating the Amended and Restated Credit Agreement dated as of August 3, 2000
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the "Credit Agreement"), pursuant to which, in conjunction with this
Agreement, the Series 1997-1 Letter of Credit (as defined in Section 2.1) is
being issued as of even date herewith and the Revolving Lenders are
participating in such issuance.
2. DTAG, as Master Servicer, RCFC, Thrifty, Dollar, Bankers Trust Company
(now known as Deutsche Bank Trust Company Americas ("Deutsche Bank Trust
Company")), as Master Collateral Agent, and certain additional parties thereto
have entered into an Amended and Restated Master Collateral Agency Agreement,
dated as of December 23, 1997 (as such agreement may be further amended,
supplemented, amended and restated or otherwise modified from time to time in
accordance with the terms thereof, the "Master Collateral Agency Agreement"),
which Master Collateral Agency Agreement amended and restated the Master
Collateral Agency Agreement, dated as of December 13, 1995, among Thrifty, RCFC,
Deutsche Bank Trust Company, as the Master Collateral Agent thereunder, and
certain additional parties thereto, and pursuant to which (i) RCFC has granted
to the Master Collateral Agent a first priority security interest in the RCFC
Master Collateral (as defined therein) and (ii) the Lessees have granted to the
Master Collateral Agent a first priority security interest in the Lessee Grantor
Master Collateral (as defined therein), for the benefit of the parties
identified from time to time as the Financing Sources and the Beneficiaries
thereunder (as such terms are defined therein).
{PAGE}
3. RCFC, as lessor, the Lessees, as lessees and DTAG, as guarantor of
certain of the Lessees' obligations thereunder, have entered into a Master Motor
Vehicle Lease and Servicing Agreement, dated as of December 23, 1997 (as the
same may be amended, supplemented, amended and restated or otherwise modified
from time to time in accordance with the terms thereof, the "Master Lease"),
pursuant to which RCFC leases Vehicles (such capitalized term, together with all
other capitalized terms used herein, shall have the meanings assigned thereto
pursuant to Section 1.1) to the Lessees in their respective domestic daily
rental business and DTAG in its capacity as guarantor has guaranteed certain of
the obligations of the Lessees to RCFC thereunder.
4. RCFC, as issuer(in such capacity, the "Issuer"), and Deutsche Bank
Trust Company, as trustee (in such capacity, the "Trustee"), have entered into
the Series 1997-1 Supplement, dated as of December 23, 1997 (as the same may be
amended, supplemented, amended and restated or otherwise modified from time to
time in accordance with the terms thereof, the "Series 1997-1 Supplement"), to
the Base Indenture, dated as of December 13, 1995 (as amended as of December 23,
1997, and as the same may be further amended, supplemented, amended and restated
or otherwise modified from time to time in accordance with the terms thereof,
the "Base Indenture" and, together with the Series 1997-1 Supplement and the
other Supplements thereto, the "Indenture"), between RCFC and the Trustee,
pursuant to which RCFC will issue its Rental Car Asset Backed Notes, Series
1997-1 (the "Series 1997-1 Notes").
5. Credit Suisse First Boston, in its capacity as the Series 1997-1
Letter of Credit Provider, has issued Irrevocable Letter of Credit No.
TS-06000956, dated as of December 23, 1997 (as amended by Amendment to
Irrevocable Letter of Credit No. TS-06000956, dated as of March 30, 1998, the
"Existing Series 1997-1 Letter of Credit"), provided for by the Series 1997-1
Supplement (i) as credit support for amounts owed by the Lessees under the
Master Lease and (ii) as credit support for amounts owed by DTAG under the
Demand Note referred to in Section 4.19 of the Series 1997-1 Supplement.
6. The Lessees, DTAG, DaimlerChrysler Corporation (formerly known as
Chrysler Corporation), a Delaware corporation ("Chrysler"), and the Series
1997-1 Letter of Credit Provider have previously entered into the Existing
Agreement to provide for, among other things, the payment and repayment of
certain fees and expenses and other obligations of the Lessees, DTAG and
Chrysler to the Series 1997-1 Letter of Credit Provider in connection with the
issuance and delivery by the Series 1997-1 Letter of Credit Provider of the
Existing Series 1997-1 Letter of Credit.
7. Contemporaneously with the execution and delivery of this Agreement,
the Series 1997-1 Letter of Credit Provider is, at the request of DTAG, issuing
the Series 1997-1 Letter of Credit (as defined in Section 2.1(a)), in
substantially the form attached hereto as Exhibit A, in substitution and
replacement of the Existing Series 1997-1 Letter of Credit on or prior to the
date of expiry of the Existing Series 1997-1 Letter of Credit, and in connection
therewith, the Series 1997-1 Letter of Credit Provider will cancel and return
the Series 1997-1 Chrysler Support Letter of Credit (as defined in the Existing
Agreement) (or, if applicable, provide an affidavit of lost letter of credit
related thereto) to Chrysler and Chrysler will no longer continue as an
Additional Series 1997-1 Credit Support Provider (as defined in the Existing
Agreement).
-2-
{PAGE}
8. The Lessees, RCFC, DTAG and Credit Suisse First Boston, in its
capacity as the Series 1997-1 Letter of Credit Provider, are entering into this
Agreement to provide for the reimbursement by DTAG and the Lessees and the
guarantee of the Lessees' reimbursement obligations hereunder by DTAG, in each
case to the extent and subject to the conditions set forth herein, of any amount
paid by the Series 1997-1 Letter of Credit Provider as a draw upon the Series
1997-1 Letter of Credit.
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, and for due and adequate consideration, which the parties
hereto hereby acknowledge, the parties hereto hereby agree as follows:
154522
|
Dollar Thrifty
As referenced in this Letter of Credit Agreement [Amended and Restated No. 2]:
Dollar Thrifty Automotive Group, – Car Systems, Inc.),
THRIFTY RENT-A-CAR SYSTEM, INC.,
those direct and indirect Subsidiaries of
Dollar Thrifty Automotive Group, Inc. from time to time
becoming additional Lessees hereunder,
RENTAL CAR FINANCE CORP.,
DOLLAR
DOLLAR THRIFTY AUTOMOTIVE GROUP, – Automotive Group, Inc. from time to time
becoming additional Lessees hereunder,
RENTAL CAR FINANCE CORP.,
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
and
CREDIT SUISSE FIRST BOSTON,
as the Series 1997-1 Letter of Credit
DOLLAR THRIFTY
AUTOMOTIVE GROUP, – Lessee" and, collectively, the "Lessees"), RENTAL CAR FINANCE
CORP., a special purpose Oklahoma corporation ("RCFC"), DOLLAR THRIFTY
AUTOMOTIVE GROUP, INC., a Delaware corporation as the Guarantor ("DTAG" or the
"Guarantor"), and CREDIT SUISSE
Dollar Thrifty Automotive Group, – notice, when electronic
confirmation thereof is received by the transmitter.
-22-
{PAGE}
If to DTAG:
Dollar Thrifty Automotive Group, Inc.
5330 East 31st Street
Tulsa, OK 74135
Attention: Pamela S. Peck
Telephone: (918)
DOLLAR THRIFTY AUTOMOTIVE GROUP, – executed by their duly authorized officers, as of the day and year first
above written.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:_____________________________________
Name: Pamela S. Peck
Title: Treasurer
CREDIT SUISSE FIRST BOSTON, as
dt 69526
;
McGraw-Hill Companies
As referenced in this Letter of Credit Agreement [Amended and Restated No. 2]:
McGraw-Hill
Companies, Inc – execute
and deliver its acknowledgment and agreement to this notice to each of the
Trustee, Standard & Poor's Ratings Services, a division of McGraw-Hill
Companies, Inc ., and Fitch, Inc. in the manner provided in Section 4.4 of the
Series 1997-1 Letter of Credit Agreement.
A-11
{
_____________
McGraw-Hill
Companies, Inc – acceptance to this notice to each of the Series 1997-1 Letter of Credit
Provider, Standard & Poor's Ratings Services, a division of McGraw-Hill
Companies, Inc ., and Fitch, Inc. in the manner provided in Section 4.4 of the
Series 1997-1 Letter of Credit Agreement.
A-13
{
_____________
dt 310902
;
BNY
As referenced in this Letter of Credit Agreement [Amended and Restated No. 2]:
Bank of New York, – No. 903124-01, Account ABA 026-009-179, Attention:
Trade Services, at the Federal Reserve Bank of New York, or to such other office
or account maintained by the Series 1997-1 Letter
Bank of New York – Series 1997-1 Letter of Credit may be made by wire transfer
of Federal Reserve Bank of New York funds to your respective accounts in a bank
on the Federal Reserve wire system or
dt 42021
;
|
Bankers Trust
As referenced in this Letter of Credit Agreement [Amended and Restated No. 2]:
Bankers Trust – Revolving Lenders are
participating in such issuance.
2. DTAG, as Master Servicer, RCFC, Thrifty, Dollar, Bankers Trust Company
(now known as Deutsche Bank Trust Company Americas ("Deutsche Bank Trust
Company")), as Master
Bankers Trust
– of Credit
Agreement.
If to the Trustee:
Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust
Company)
60 Wall Street
New York, New York 10005
Telecopier: 201-593-6457
with
Bankers Trust
– 201-593-6457
with a copy to:
Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust
Company)
100 Plaza One
Mail Stop 6-435
Jersey City, N J 07302-3885
Bankers Trust
– CREDIT
No. TS-________
December 6, 2002
Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust
Company), as Trustee
60 Wall Street
New York, New York 10005
Telecopier: 201-593-
Bankers Trust – Supplement"), between RCFC, as the issuer, and Deutsche Bank Trust
Company Americas (formerly known as Bankers Trust Company), as Trustee (in such
capacity, the "Trustee"), to the Base Indenture, dated as of
dt 44281
;
Chase Manhattan
As referenced in this Letter of Credit Agreement [Amended and Restated No. 2]:
Chase Manhattan Bank) – First Boston, in its capacity as administrative agent thereunder (in such
capacity, the "Administrative Agent"), and JPMorgan Chase Bank (formerly known
as The Chase Manhattan Bank) , in its capacity as syndication agent thereunder
(in such capacity, the "Syndication Agent"), have entered into a Second Amended
and Restated Credit
_____________
dt 101838
;
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Irrevocable Standby Letter of Credit
Irrevocable Standby Letter of Credit (2K)
Doc #192903: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.28
{SEQUENCE}9
{FILENAME}g81020aexv10w28.txt
{DESCRIPTION}EX-10.28 IRREVOCABLE STANDBY LETTER OF CREDIT
{TEXT}
{PAGE}
EXHIBIT 10.28
DATE: MARCH 28, 2003
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3055120
BENEFICIARY: APPLICANT:
TORONTO DOMINION (TEXAS), INC. CARAUSTAR INDUSTRIES, INC.
909 FANNIN 3100 JOE JERKINS BLVD.
HOUSTON, TX 77010 AUSTELL, GA 30106
ATTN: CAROL BRANDT ATTN: WILLIAM NIX
AMOUNT: $28,369,452.50 U.S. DOLLARS
EXPIRATION: JANUARY 15, 2004, AT OUR COUNTERS
WE HEREBY ESTABLISH IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF
CREDIT NO. 3055120 WHICH IS AVAILABLE WITH BANK OF AMERICA, N.A. BY PAYMENT
AGAINST PRESENTATION OF YOUR DRAFTS AT SIGHT DRAWN ON BANK OF AMERICA, N.A.
ACCOMPANIED BY THE FOLLOWING DOCUMENT:
BENEFICIARY'S SIGNED STATEMENT CERTIFYING THAT A DEMAND HAS BEEN RECEIVED UNDER
ITS LETTER OF CREDIT NO. 1609, ITS LETTER OF CREDIT NO. 1622, OR BOTH OF THEM,
THAT THE AMOUNT BEING DRAWN REPRESENTS FIFTY PERCENT (50%) OF THE OBLIGATIONS
DUE BENEFICIARY BY STANDARD GYPSUM, L.P., AND THEREFORE PAYMENT IN THE AMOUNT
OF $ ___________ IS NOW DUE.
DEMANDS BY FACSIMILE PRESENTATION TO FACSIMILE NUMBER (213) 345-6694,
ARE PERMITTED UNDER THIS LETTER OF CREDIT.
DEMANDS RECEIVED BY 8:00 AM LOS ANGELES TIME IN COMPLIANCE WITH THE
TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE HONORED ON THE SAME DAY.
DEMANDS RECEIVED AFTER 8:00 AM LOS ANGELES TIME IN COMPLIANCE WITH THE TERMS
AND CONDITION OF THIS LETTER OF CREDIT WILL BE HONORED ON THE NEXT BUSINESS DAY.
{PAGE}
WE HEREBY AGREE WITH THE BENEFICIARY THAT DOCUMENTS PRESENTED TO OUR
OFFICE IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT
WILL BE DULY HONORED AS SPECIFIED HEREIN.
THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES
1998, ICC PUBLICATION NO. 590 ("ISP") AND SHALL, AS TO MATTERS NOT GOVERNED BY
ISP 98, BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS
LETTER OF CREDIT PLEASE CALL (213) 345-0397.
BANK OF AMERICA, N.A.
/s/ SANDRA LEON SANDRA LEON /s/ STELLA ROSALES STELLA ROSALES
--------------------- --------------------
AUTHORIZED OFFICER AUTHORIZED OFFICER
{/TEXT}
{/DOCUMENT}
192903
|
Caraustar
As referenced in this Irrevocable Standby Letter of Credit:
CARAUSTAR INDUSTRIES, – 28, 2003
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3055120
BENEFICIARY: APPLICANT:
TORONTO DOMINION (TEXAS), INC. CARAUSTAR INDUSTRIES, INC.
909 FANNIN 3100 JOE JERKINS BLVD.
HOUSTON, TX 77010 AUSTELL, GA 30106
ATTN:
dt 27469
;
BofA
As referenced in this Irrevocable Standby Letter of Credit:
BANK OF AMERICA, – IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF
CREDIT NO. 3055120 WHICH IS AVAILABLE WITH BANK OF AMERICA, N.A. BY PAYMENT
AGAINST PRESENTATION OF YOUR DRAFTS AT SIGHT DRAWN ON BANK
BANK OF AMERICA, – OF AMERICA, N.A. BY PAYMENT
AGAINST PRESENTATION OF YOUR DRAFTS AT SIGHT DRAWN ON BANK OF AMERICA, N.A.
ACCOMPANIED BY THE FOLLOWING DOCUMENT:
BENEFICIARY'S SIGNED STATEMENT CERTIFYING THAT A
BANK OF AMERICA, – ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS
LETTER OF CREDIT PLEASE CALL (213) 345-0397.
BANK OF AMERICA, N.A.
/s/ SANDRA LEON SANDRA LEON /s/ STELLA ROSALES STELLA ROSALES
--------------------- --------------------
AUTHORIZED OFFICER
dt 40557
;
| Toronto Dominion (Texas), Inc.
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