Draft WTC Evidence Retention Directive for Mayor's Staff, Oct 2007

NYC 9/11 Public Portal Document

seek indemnification prior to obtaining moneys under a Credit Facility, making payments to Bondholders or effecting a mandatory tender of the 2008 Series BB Bonds.

The Tender Agent shall furnish to the Facility Provider such notices as are required under the terms of a Credit Facility, including, without limitation, all notices for obtaining moneys, transfers, cancellations and increases or decreases in the amount available thereunder.

Substitution of Credit Facility

(a) Substitution or Replacement. Upon satisfaction of the requirements set forth in this section and in the Credit Facility, the Authority may replace the Credit Facility with a substitute Credit Facility; provided, however, that the Subseries of the 2008 Series BB Bonds which are secured by a Credit Facility will be subject to mandatory tender if, solely as a result of such replacement, the long-term or short­ term ratings assigned to such 2008 Series BB Bonds by Moody’s, Fitch or S&P on the earlier of the immediately preceding Reset Date or Conversion Date would be reduced or withdrawn. The substitute Credit Facility shall be delivered to the Tender Agent.

(b) Documents to be Delivered. Prior to the substitution of any Credit Facility, there shall have been delivered to the Tender Agent:

(i) except as otherwise provided in paragraph (a) above, written advice from each of Moody’s, Fitch and S&P that upon such substitution the rating assigned thereby to the 2008 Series BB Bonds will not be reduced, suspended or withdrawn as a result of such substitution;

(ii) an opinion of counsel to the new Facility Provider to the effect that such substitute Credit Facility constitutes a legal, valid and binding obligation of such Facility Provider enforceable in accordance with its terms, subject only to bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights insofar as the same may be applicable in the event of a bankruptcy, insolvency, moratorium or other similar proceeding or occurrence with respect to such Facility Provider and to equitable principles;

(iii) an Opinion of Bond Counsel with respect to the substitution or replacement of the current Credit Facility; and

(iv) the written consent of an Authorized Officer of the Authority.

(c) Notice of Substitution. No later than five (5) Business Days prior to the effective date of the substitute Credit Facility the Tender Agent shall give notice to the Holders of the Outstanding 2008 Series BB Bonds, which notice shall contain: (i) a description of such substitute Credit Facility (including the date of expiration of such Credit Facility); (ii) the name of the Facility Provider of such substitute Credit Facility; (iii) a statement as to the ratings on the 2008 Series BB Bonds as a result of the substitution of such substitute Credit Facility for the then existing Credit Facility; and (iv) a statement that the Opinion of Bond Counsel and the opinion of counsel to the Facility Provider necessary for such substitute Credit Facility to become effective have been obtained. Such notice shall be sent by first-class mail, postage prepaid, or at the option of the Tender Agent, by certified mail, return receipt requested, to the registered owners of the 2008 Series BB Bonds, at their last known address, if any, appearing on the registration books. Upon giving such notice, the Tender Agent shall promptly certify to the Authority that it has mailed or caused to be mailed such notice to the Holders of the 2008 Series BB Bonds in the manner provided herein. The failure of any Holder of a 2008 Series BB Bond to receive such notice shall not affect the validity of the proceedings in connection with the effectiveness of such substitute Credit Facility.

OHS East: 160308250.3 43065-1 B-25

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